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Trustee Role and Responsibilities Toolkit Dr Deborah Morgan www.morganwoodworthpartnership.co.uk NOT TO BE REPRODUCED WITHOUT PERMISSION Role ‘Persons responsible for the management and administration of the charity’ – Section 177 Charities Act 2011 Defined within governing document Dr Deborah Morgan www.morganwoodworthpartnership.co.uk Responsibilities Duty of Care, Compliance and Prudence Care – ‘to exercise such care and skill as is reasonable in the circumstance’ (Trustee Act 2000). Work together as a body of trustees. Seek advice as needed. Compliance – with Charity Law and other legislation, regulators (eg Charity Commission), reporting and accounting requirements, governing document and objects of the charity. Prudence – to use good judgment and plan ahead – including clear financial management. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 1. Governance 1. 2. 3. Govern/Lead the charity – responsibility for being the ultimate decision makers for directing the charity Follow governing document provisions and regularly review governing document (good practice- bi-annually). Keep the charity following its objects (good practice – review at each trustee meeting). Monitor activities and outcomes against the objects of the charity (good practice – review at each trustee meeting). Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 2. Accountability 1. 2. 3. Legal responsibility - accountable for the charity Appoint trustees in accordance with governing document. Universal accountability to all – public, donors, beneficiaries, regulators and any other party – ensure records are clear. Openness and transparency whenever possible. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 3. Policy/Strategy 1. 2. 3. Develop policies and plans, including business plan, and decide on best approach for future of the charity Regularly review direction and approach taken by the charity, and internal and external influences. Ensure policies and plans are robust and properly implemented. Evaluate and monitor policies and plans. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk Business Plan - Tips START Analysis of the charity – objects, history, track record, evaluation of services and activities. EXTERNAL ENVIRONMENT Any factors that will influence the charity in the future – changing social needs, competition, new opportunities. STRATEGY Explain the ultimate goal/objectives and how the trustees intends to get there – such as defining project milestones. RESOURCES Consider how the charity will resource its future – including financial projections, cash flow forecasts, staffing costs, premises costs, project costs. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk Business Plan - Tips IMPLEMENTATION The plan is a working document and should detail how it will be implemented. Risks should be discussed. MONITORING Monitoring and evaluation criteria for the activities noted in the plan should be detailed in the plan. CAPACITY Demonstrate that the charity has the capacity to deliver the goal/objectives noted in the business plan – such as skills and experience of trustees, staff and volunteers – and detail any plans for increasing capacity further. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 4. Finance Responsible for the financial health of the charity. Ultimate responsibility for ensuring charitable funds are spent on charitable purposes 1. 2. Ensure charity compiles accounts and reports on its activities in accordance with legal requirements. Maximise the income available from assets and investments held by the charity – such as trading activities and use of charity property. 3. Ensure robust financial controls are in place. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 5. Communications/PR Reputational Management – trustees should determine the purpose of the charity’s PR strategy and the image of the charity and its beneficiaries. 1. Should raise awareness of the charity or an issue. Designed to increase the charity’s income. Ensure strategy is mutually beneficial for the organisation and service users/beneficiaries. Establish market dominance – ie that the charity is selected over competitors when people donate funds or time. Should be able to justify costs against planned benefits. 2. 3. 4. 5. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 6. Risk Management 1. 2. 3. Trustees need to balance opportunities available against the risk, cost and potential negative impact of opportunities. Divide risk into categories – eg governance, operational, financial, environmental, compliance. Look at the charity from differing angles – eg staff can assist with operational risks, third parties such as service users can assist with external or environmental risks. Once risk identified, assess the probability that the risk will occur and the impact of the risk, should it happen. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 6. Risk Management 4. Use a robust scoring system – eg risk table, risk grading. 5. Consider countermeasures for managing high scoring risks. 6. Ensure risk profile/risk register is subject to regular monitoring by named individual/s and to a stated frequency – eg monthly. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations i. ii. iii. iv. v. vi. vii. Conflicts of Interest Remuneration Employment Breach of Trust or Ultra Vires Insurance Health and Safety Data Protection Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations Conflicts of Interest General principle of trusteeship is that trustees must act in best interests of the charity and not benefit from their trusteeship. Trustees need to avoid any conflicts of interest between own interests and those of charity. 1. Have a clear Conflict of Interest policy. 2. Regularly review potential conflicts – direct financial interest, indirect financial interest and non-financial/personal conflicts. 3. Maintain and regularly review a ‘Register of Trustees’ External Interests’. i. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations ii. Remuneration General principle of trusteeship is that trustees must act in best interests of the charity and not benefit from their trusteeship. However, there is now limited provision within Charity Law for the payment of trustees, specifically for professional skills. 1. Payment must be specifically provided for in the charity’s governing document, or authorised by Charity Commission. 2. Number of trustees benefitting at any one time must be minimum. 3. Payment is NOT for being a trustee – but for professional skills, eg legal, financial, building work. 4. Conflict of interest must be appropriately managed. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations iii. Employment If the charity employs staff, trustees are classed as employers. For unincorporated charities, responsibility rests with individual trustees. For incorporated charities, the company is the employer. 1. Employment law is complex – matters to consider include employment contracts, family friendly requirements, working time regulations, transfer of undertakings - seek advice. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations iv. Breach of Trust or Ultra Vires Role of trustee is defined by law (Section 177 Charities Act 2011, ‘persons responsible for the management and administration of the charity’) and the governing document for the charity. - If trustees act appropriately within these defined roles, they are afforded protection from legal action against them. - If trustees step outside their legally defined roles, they may be acting outside their powers – acting ‘ultra vires’ or in breach of trust. Trustees are then more vulnerable to legal action. - ENSURE all trustees understand the governing document for their charity and act within it, as a body of trustees. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations v. Insurance Trustees must review the activities of their charity and identify which insurances are optional but necessary and which are legally required. 1. Required by law? (eg employers liability). 2. Required under the charity’s contracts? (eg buildings insurance). 3. Required in relation to charity’s activities? (eg public liability). 4. Required in relation to charity’s assets? (eg contents insurance). 5. Any other policies might be needed? (eg trustee indemnity). 6. Identify who has responsibility for arranging insurance. 7. Check regularly that policies are current. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations 8. Check regularly that the policies represent value for money. 9. Ensure policy documents are kept safe and secure. Note – trustees can delegate these duties to staff but trustees need to be satisfied that these points are met. Note – Trustee Indemnity Insurance – trustees may wish to purchase cover to protect themselves against actions arising out of their trusteeship – not a legal requirement, and is seen as a benefit to trustees. Trustees should always remember to make decisions in the best interests of the charity and as a body of trustees, to reduce risk. Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations vi. Health and Safety Trustees are responsible for health and safety within the charity. This includes for staff, volunteers, service users and visitors to the charity. 1. Should have a written health and safety policy in place (legal requirement for those with five or more employees). 2. Policy should consider the activities undertaken by the charity, the working environment, work activities and the nature of service users. 3. Seek advice – eg free publications from Health and Safety Executive - www.hse.gov.uk Dr Deborah Morgan www.morganwoodworthpartnership.co.uk 7. Regulatory Considerations vii. Data Protection Trustees are responsible for the management and administration of their charity, including compliance with data protection requirements. 1. Is there a legitimate reason for processing data? 2. Is information on the charity as data controller and the purposes for data processing available to the data subject? 3. Can data subjects opt out? 4. Is data accurate and up to date? How do you know this? 5. What security measures are in place to protect data? 6. Is notification with the Information Commissioner necessary or is the charity exempt? For full information – www.ico.gov.uk Dr Deborah Morgan www.morganwoodworthpartnership.co.uk Toolkit Summary ROLE Responsible for management and administration of charity. Defined within governing document. RESPONSIBILITIES - Duties of care, prudence and compliance. 1. Governance 2. Accountability 3. Policy 4. Finance 5. Communications 6. Risk Management 7. Regulatory Issues Dr Deborah Morgan www.morganwoodworthpartnership.co.uk Q&A Dr Deborah Morgan www.morganwoodworthpartnership.co.uk TARGETED SERVICES TO MEET YOUR NEEDS