What do trustees have to do?


Hello and welcome to this recording from Support Cambridgeshire, a partnership of Cambridge CVS and Hunts Forum.  This session is an introduction to the duties of charity trustees and it is one of a number of recordings we have produced around setting up and running a small charity or association.  We have provided links to the resources I’ll refer to which you will find alongside this recording.  

The Charity Commission is the regulator for most charities and they have produced core guidance for trustees called ‘The essential trustee’ this session focuses on the 6 main duties of trustees 

Slide 2 

Let’s go back to basics for a moment by looking at what defines a trustee and a charity. Trustees aren’t always called trustees they might be called board members, management committee members, governors, directors or something else. But what they all have in common is they share the ultimate responsibility for governing a charity and directing how it’s managed and run. 


Charities are independent organisations, which are established for purposes that add value to the community as a whole, or a significant section of the community, and which are not permitted by their constitution to make a profit for private distribution.  

  • To be charitable you must be set up exclusively to achieve charitable  purposes as defined by charity law.  Charities registered with the charity commission will have their charitable purposes described as objects in their constitution.  More on this in a moment 
  • To be charitable you much also be set up for public benefit which means the benefit must outweigh any potential harm and will apply to a sufficient section of the public. 
  • If your group’s aims meet both the above criteria then you are a charity but if  you are set if your income is below £5000 pa depending on your structure you may not be registered with the Charity Commission.   


This chart summarises the main legal structures for charities – there is a link for more detail on these structures but what I want to point out to you is that the rules a charity has to abide by and the regulator they report to will differ depending on how they are structured.  So you can see that charitable companies also known a companies limited by guarantee have 2 regulators and community benefit societies don’t answer to the Charity Commission but to the Financial Conduct Authority. 

The other key element a charity’s structure dictates is the level of liability the trustee has to third parties.  So Incorporated groups have a legal standing similar to a person, which means the group can make legal commitments such as entering into contracts rather than the trustees as individuals having to make this commitment. This means that like a limited company trustee liability is usually limited to £1.  Just as in the wider corporate world there are exceptional circumstances when trustees in incorporated charities can be held personally liable but these relate to a demonstrable failure in trustees carry out their duties such a knowing ignoring fraud. 

Unincorporated groups cannot enter into contracts in their own right and a trustee must enter the contract in their own name – this is normally limited to things such as setting up an insurance policy for the group or accepting a small grant.  If an unincorporated charity was to enter into a contract to deliver a service and run out of funds and be unable to meet its liabilities the trustees could be personal liable for these liabilities.  Because of this an unincorporated structure is most appropriate for groups with low incomes, no delivery contracts and without employees or property that way they keep the level of risk low. 

Slide 5 

But to reassure you by acting with care and skill you limit your liability.  Hundreds of thousands of people have acted as trustees to charities for many decades without incident. And where something has gone wrong, the law generally seeks to protect individual trustees from personal risk where they have acted in good faith and complied with their trustees’ duties.  This is encapsulated in this quote from the charity commission 

‘The Charity Commission recognises that most trustees are volunteers who sometimes make honest mistakes.  Trustees are not expected to be perfect – they are expected to do their best to comply with their duties.  Charity law generally protects trustees who have acted honestly and reasonably.’Charity Commission: The essential trustee: what you need to know, what you need to do 

Slide 6 

The rest of this recording is going to be looking at the main duties.  This infographic has been produced by the Charity Commission and summarises the six main duties. I’m going to be taking this apart and looking at each one. 

Slide 7 

  1. Ensure your charity is carrying out its purposes for public benefit 

It used to be that charitable purposes were limited to advancement education, prevention or relief of poverty and advancement religion but the 2011 Charity Act defined 10 additional charitable purposes including The advancement of Citizenship or community development  which includes promoting volunteering or the voluntary sector and community capacity building 

And The advancement of Environmental protection or improvement which includes preservation and conservation of the natural environment and the promotion of sustainable development 

Trustee are required to inform themselves about how their charity is fulfilling its purposes and benefiting the public and what difference their charity is really making. 

Slide 8 

  1. Complying with your governing document

All registered charities have a governing document it lays out the rules by which your charity must operate. This might be called a constitution, or if the charity is also registered as a company, it may be called A memorandum of articles and association.  Unregistered charities, sometimes called charitable associations, should also have a constitution.  The Charity Commission have templates groups can use. 

The governing document lays out the charitable purposes the charity is setup to deliver (which when written down are called objects), it defines who the charity is set up to benefit, and how, in very general terms, they’ll achieve this.  It sets up the parameters within which the charity must operate and trustees are not permitted to use the charities resources to do something outside these limits.   

You are not expected to be a legal expert but you are expected to be acquainted with the governing document, be curious, ask questions so you understand what is going on within the charity and point out any failure to keep to the rules. 

Slide 9 

  1. Act in your charity’s best interest 

This is about: 

  • making balanced, informed decisions 
  • being prepared to question and challenge anything that concerns you or you don’t understand 
  • recognising & dealing with conflicts of interest 

As a Trustee you must declare and address any conflicts of interest – this helps to ensure public benefit stays at the centre of all your decisions. 

Conflicts can be  

  • Financial, for example if a family member or close friend benefits from the services of the charity or is paid for goods or services you would need to declare it  
  • Or a conflict of loyalty, if you are involved in more that one organisation, which is often the case 

To avoid this boards should maintain a register of interests e.g. listing their employer, any clubs or societies they are members of or other trustee roles they hold. 

Boards must Identify and declare conflicts at the start of each meeting –if there is a conflict the person involved must absent themselves from any decision making relating to the conflict and this should be recorded in the minutes. 

Acting in your charity’s best interest is not about preserving the charity for its own sake or serving personal interest.  Ultimately what is meant by ‘best interest’ is about delivering your charities mission. The mission is the why, who and what eg Oxfam’s mission statement is A just world without poverty.  In some circumstances it could be that your mission would be best served by merging or being taken over by another charity. 

Slide 10 

  1. Ensure your charity is accountable

This is about meeting your organisation’s legal accounting and reporting requirements, which are outlined by the regulator and in your governing document.  Trustees might delegate authority to deal with finances to a treasurer, staff member of an external accountant – but as a board they remain ultimately responsible for checking legal accounting requirements are met and the correct reports are made to the appropriate regulators.  This doesn’t mean you have to be a finance whizz ,but it does mean you have to be prepared to ask questions to satisfy yourself that resources are correctly recorded, only spent on furthering the charity’s purposes and are protected by minimising the risk of theft, fraud or cybercrime by having good financial controls in place.  Putting in place good financial controls isn’t overly complicated, and your local CVS can help you develop a policy to cover this. 

Trustees should also be transparent in their actions, willing to explain their decisions to other interested parties and demonstrate that no one is above scrutiny.  To help them do this they are able to spend funds (if they have them) on training and expert advice when needed. 

Slide 11 

  1. Manage your charities resources responsibility 

This is about managing risks to assets and people – if a charity board has staff it is an employer and has a duty of care as well as legal responsibilities towards them.  It may also have assets such as a building or a vehicle and is responsible for ensuring these are safe and yield the best return for the charity. 

The risk is managed through planning for example by creating a risk register but also by putting policies and procedures in place which will either help prevent problems arising in the first place or put in place a recognised road map to deal with them.   Once again you are not expected to know all the answers or be able to draft these policies but you should be asking for support either from staff or organisations such as your local CVS 

 Key procedures are  

  • Health & Safety – protecting people from harm/ensuring risks are properly assessed and the right insurance is in place  
  • Safeguarding – provide a safe and trusted environment for everyone who comes into contact with a charity – this will include safe recruiting procedures for staff and volunteers and having the right DBS checks if needed – there is a workshop on this coming up later this month  
  • Equal opportunities or increasingly this is expanded to Equality Diversity & Inclusion – people with specific characteristics such as disability and race are protected by equality law and you will need to ensure that everyone in your organisation knows how to treat people appropriately and makes reasonable adjustments to remove both physical and psychological barriers to promote diversity and inclusion 
  • Data protection – ensure data is kept legally and safely as per data protection legislation 
  • Employment if you are an employer – covers things like contracts/ pensions/ payroll  

Slide 12 

  1. Act with reasonable care and skill 

This is a bit of a catch all as it overlaps with all the other duties. It’s about:  

  • using your skills and experience to benefit  the charity – leveraging your contacts  
  • preparing for meetings and getting the information you need 
  • deciding when you don’t have what you need to make a decision and seeking advice  
  • planning ahead – how will the organisation deliver its mission in the long term; how will it have the resources needed; what can you do to sustain your organisation – not just about money but also about other things such as experience/reputation. 

Slide 13 

So if I reassemble the jigsaw I hope I have shown you how important and rewarding being a trustee is.  Trustees are vital to charities and to all the people that rely on them.   

There is lots of advice and help available – please take a look at the information you’ll find below, 

We hope you have found this recording helpful please check out our other recordings and  if you would like to contact us please do so on info@supportcambridgeshire.org.uk 

Guidance links: 

From Charity Commission:

The Essential Trustee 

Six duties of trustees – jigsaw 

Setting up a charity – structures 

Model templates 

Charitable purposes 

How to write charitable objects 

Register of interest 

Financial controls checklist  

From NCVO:

Policies and procedures 

Legal duties of trustees 

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