The Trustee & Governance Handbook
What this covers
This handbook is a practical guide to governing a small UK charity well: what trustees are legally responsible for, how a board should work with staff and volunteers, and how to handle conflicts, risk, reserves, recruitment, decisions and safeguarding. It focuses on England and Wales, follows the Charity Commission’s guidance and the 2025 Charity Governance Code, and is written for volunteer boards with little spare time.
Governance sounds abstract, but it comes down to a simple idea: someone has to be in charge of a charity, responsible for its purposes, its money and its good name — and in a charity that is the trustees, acting together. Good governance is not bureaucracy for its own sake; it is what keeps a charity doing what it exists to do, spending money wisely, and staying trusted. This handbook works through the practical parts of the trustee role, from the legal duties to the everyday habits of a well-run board, and points to the relevant templates, tools and Commission guidance as it goes. Everything reflects the position as it stands in July 2026.
What trustees are legally responsible for
Charity trustees are the people who together hold ultimate responsibility for a charity — for its purposes, its money, and everything done in its name. Whatever they are called in your governing document — trustees, directors, the board, the management committee — the Charity Commission’s guidance The essential trustee (CC3) sets out six core legal duties they must meet, collectively, as a board.
As of 9 July 2026, around 921,770 people served as trustees of the 185,360 charities on the register in England and Wales — the volunteers who are ultimately, and collectively, responsible for how each charity is run. (Source: Charity Commission register, 9 July 2026.) The six duties are: further the charity’s purposes for the public benefit; comply with the governing document and the law; act in the charity’s best interests; manage its resources responsibly; act with reasonable care and skill; and ensure the charity is accountable.
Some of these duties are easy to state but need judgement in practice. ‘Reasonable care and skill’ does not mean trustees must be experts in everything; it means acting as a prudent person would with the charity’s affairs, informing themselves before deciding, and taking professional advice on matters — legal, financial, safeguarding — that genuinely need it. Trustees can rely on staff and advisers, but they cannot hand over the responsibility itself: the decision, and the duty, remain the board’s. Equally, acting in the charity’s best interests means setting aside personal views and outside loyalties and asking only what is best for the charity and the people it exists to help. Most trustee mistakes come not from bad intentions but from not applying these tests consciously when a difficult question arises.
Two features of the role matter most. First, responsibility is collective: decisions belong to the board as a whole, not to individuals, and every trustee shares them even if a task is delegated to one person or to staff. Second, trustees are normally unpaid volunteers, and payment is only allowed where the governing document or the Commission permits it. Trustees who act honestly, reasonably and within their powers are generally protected from personal liability, which is rare in practice — and choosing an incorporated structure such as a CIO or charitable company limits it further. The charity trustee entry sets out the duties in full, and the UK Charity Compliance Handbook covers the filing side.
The board’s role versus the staff’s
The board governs; staff and lead volunteers manage. Trustees are responsible for the charity’s direction, oversight and accountability — deciding what the charity is for and holding it to account for delivering that — while the people running the day-to-day work decide how, within the boundaries the board sets. Confusing these two roles is the most common governance problem in small charities.
The confusion runs both ways. Some boards drift into micromanaging operational detail, second-guessing staff and losing sight of strategy; others rubber-stamp whatever is put in front of them and fail to hold the charity to account at all. Neither is governing. A healthy board sets the strategy and budget, monitors progress and finances, manages risk, appoints and supports any chief officer, and asks searching but supportive questions — then lets management get on with delivery. Where there are staff, a clear scheme of delegation and an honest, respectful relationship between the chair and the senior employee make all the difference.
Across a year, a well-functioning board does a recognisable set of things: it agrees the strategy and the annual budget; it monitors progress, finances and risk at each meeting; it makes the decisions reserved to trustees and delegates the rest; it oversees any staff and supports the senior person; and it reviews its own effectiveness and the charity’s key policies. Very little of this is dramatic — good governance is mostly steady attention rather than crisis management. Setting an annual board calendar, with the big items (budget, accounts, strategy review, policy reviews, AGM) mapped against your financial year, keeps the board focused on governing rather than drifting into whatever operational detail happens to come up that evening.
Many charities have no staff at all. Around 80% of voluntary organisations have income under £100,000 (NCVO UK Civil Society Almanac 2024, 2021/22 data — the latest published edition; the next edition was delayed and had not been published as of July 2026), and most of these are run largely or wholly by volunteers, with the same people governing and delivering. That is legitimate, but the two hats should still be kept distinct: when you meet as a board to take a decision, you are governing, and the charity’s interests — not any individual’s preferences — must drive the choice. Your governing document sets out what the board can delegate and how.
Conflicts of interest
A conflict of interest is any situation where a trustee’s personal interests, or a duty they owe elsewhere, could influence — or appear to influence — a decision they make for the charity. Trustees must identify, declare and manage conflicts so that decisions are, and are seen to be, made only in the charity’s best interests. The Commission’s guidance on this is CC29.
Conflicts come in two kinds: financial gain, where a trustee or a connected person could benefit from a decision, and conflicts of loyalty, where a competing duty — to another charity, an employer or a family member — pulls against the charity’s interests, even with no money involved. Neither is wrong in itself; conflicts arise naturally, especially in small charities and close-knit communities. What matters is handling them openly: identify the conflict early, declare it, record it in a register of interests, and, for the affected decision, have the conflicted trustee withdraw from the discussion and the vote so unconflicted trustees decide.
The distinction between the two kinds is worth understanding, because conflicts of loyalty are the ones charities most often miss. A trustee who also sits on the board of a partner organisation, represents a particular community, or is related to a member of staff has no financial interest at all, yet their judgement on certain decisions could still be pulled two ways. These are not reasons to exclude such trustees — their connections are often exactly what makes them valuable — but they do need to be declared and managed like any other conflict. A simple test helps: if a reasonable member of the public knew about the interest, might they doubt the decision was made purely in the charity’s interests? If so, treat it as a conflict.
Some situations need more than withdrawal. Where a decision would give a trustee a benefit — paying a trustee for services, for example, or entering a contract with a trustee’s business — you may need a specific power in your governing document or the Commission’s authority, and you must be able to show the arrangement is in the charity’s interests. Keep a standing register of interests, review it at the start of every meeting, and adopt a short conflicts-of-interest policy. A ready-to-use policy template accompanies this handbook.
The Charity Governance Code
The Charity Governance Code is a voluntary standard of good practice for charity boards in England and Wales, built around a set of core principles. It is not a legal requirement, but funders and regulators increasingly expect charities to use it to review and improve how they are run. The current edition was published in 2025.
The 2025 refresh — the biggest in several years — is built on eight principles in total: a foundation principle about the trustee role and public benefit, then organisational purpose, leadership, ethics and culture, decision making, managing resources and risk, board effectiveness, and equity, diversity and inclusion. The previous edition’s separate integrity and openness-and-accountability principles are now combined into ethics and culture, and decision-making, risk and control has been split into two: decision making, and managing resources and risk. It puts more weight than before on board behaviours, culture and inclusion, reflecting a wider recognition that how a board works together matters as much as its formal structures. The Code comes in versions pitched at different sizes, so a small charity can use a proportionate version rather than the full large-charity expectations.
The Code works on an ‘apply or explain’ basis: you adopt the principles that fit and explain, honestly, where you take a different path. The most useful way to use it is as an annual health-check — spend part of one board meeting a year working through the principles, note where you are strong and where you could improve, and pick one or two things to work on. That steady, reflective habit is worth far more than treating the Code as a box-ticking exercise, and it is exactly the kind of evidence a funder likes to see.
Risk management and the risk register
Managing risk is part of trustees’ duty to look after the charity’s resources responsibly. The practical tool is a risk register: a simple document listing the main risks the charity faces, how likely each is and how serious its impact would be, who owns it, and what you are doing to reduce it. It turns vague worries into a manageable list the board can actually act on.
Cover the areas that could genuinely damage the charity: finances (a funding cliff, cash flow, fraud), safeguarding, governance (losing key trustees, conflicts), operations and service delivery, reputation, and increasingly cyber security and data protection. Score each risk before and after your mitigations so you can see where action is most needed, and be honest — a register full of low scores is usually a register no one has thought about properly. Keep it proportionate to your size: a small charity needs a focused one-page register, not a corporate risk framework.
A register is only useful if it drives action. For each significant risk, the question is not just how bad it could be, but what you are actually doing about it and whether that is enough — reducing the likelihood, limiting the impact, or accepting the risk consciously. Two areas deserve particular attention in small charities today: over-reliance on a single funder or a single key person, which a surprising number of charities carry without ever naming it; and cyber security and data protection, where one breach can bring financial loss, reputational harm and a reportable incident all at once. Naming these risks honestly, and agreeing simple, affordable steps to manage them, is worth far more than a long register no one revisits.
Charities that are required to have an audit must include a risk management statement in their Trustees’ Annual Report, confirming that the major risks have been reviewed and are being managed (per the Charities SORP and Commission guidance CC26). Even where that duty does not apply, keeping a register is the simplest way to show trustees are meeting their duty to manage risk. Make it a standing item at board meetings and review it at least once a year, and whenever something significant changes. A risk register template accompanies this handbook.
Reserves and financial oversight
Trustees are collectively responsible for the charity’s finances, which means more than approving the accounts once a year. It means overseeing budgets and spending, keeping sound financial controls, and holding an appropriate level of reserves. Free reserves are the part of your unrestricted funds that is readily available to spend — the buffer that keeps the charity running if income dips — and trustees should set a reserves policy explaining the level they aim to hold and why.
There is no legally required reserves figure; the Commission (guidance CC19) expects trustees to decide a level proportionate to the charity’s own risks — how predictable its income is, its commitments, and how quickly it could raise money. Many small charities aim for a few months’ running costs, but the figure should be justified rather than copied. Distinguish carefully between restricted funds, which can only be spent on a funder’s stated purpose, and unrestricted funds, so you always know what is genuinely available. The reserves calculator helps you work out your free reserves.
Reserves can be too high as well as too low. Sitting on large unrestricted reserves without a clear reason invites the fair question of why the money is not being spent on the cause, and funders increasingly ask about it. The point of a reserves policy is to explain your judgement either way — why this level is right for your risks and plans — not to hit a magic number. Be careful, too, not to confuse reserves with restricted funds you are simply holding for a funder, or with money already committed and designated for a specific purpose; only the genuinely free part counts as free reserves. Reviewing the policy once a year, against your actual position and outlook, keeps it honest and defensible.
Sound financial oversight rests on a few basic controls that even a tiny charity can run: a realistic annual budget, regular management accounts or a simple income-and-expenditure summary at each meeting, two people required to authorise payments, and regular bank reconciliations. These controls protect the charity’s money and the trustees themselves. The treasurer leads on all this, but the whole board remains responsible — every trustee should understand the charity’s financial position well enough to ask sensible questions. The UK Charity Compliance Handbook covers the accounts and scrutiny rules that sit alongside this.
Recruiting and inducting trustees
Recruit trustees for the skills, experience and perspectives your board actually needs, openly and beyond your existing networks — then induct new trustees properly so they can contribute quickly and understand their duties from the start. A board that only recruits friends of current trustees tends to share the same blind spots; a board that recruits deliberately is stronger and more resilient.
Start with a simple skills audit: what does the board have, and what is missing — finance, fundraising, digital, legal, lived experience of the cause? Then advertise the roles as you would any other, using trustee-recruitment services and local networks as well as word of mouth, and be explicit about welcoming people from a range of backgrounds. Check that candidates are eligible: certain people are automatically disqualified from acting as a trustee — for example due to unspent convictions for specified offences or being disqualified as a company director — and a trustee eligibility declaration and basic checks are worth doing before appointment.
Diversity is not a box to tick but a way to govern better. A board whose members share the same background, age and networks tends to share the same assumptions and miss the same risks; bringing in different experiences — including the lived experience of the people the charity serves — leads to sharper decisions and keeps the charity connected to its beneficiaries. Think about how and where you advertise, whether meeting times and expenses make trusteeship accessible, and whether newcomers are genuinely listened to once they arrive. Agree fixed terms of office, typically renewable once or twice, so the board refreshes steadily and no one feels unable to step down; planned turnover is far healthier than a board that never changes until it suddenly collapses.
Induction is where good recruitment pays off. Give every new trustee a short pack — the governing document, recent accounts and minutes, the current budget, key policies, and a plain summary of their duties — and take time to explain how the board works and what is expected. A trustee who is welcomed and briefed properly becomes useful in weeks; one who is left to work it out alone can take a year. The charity trustee entry is a useful primer to share, and a trustee onboarding checklist accompanies this handbook.
Decision-making and minutes
Trustees make decisions collectively, at properly convened and quorate meetings, in the charity’s best interests — and record them in minutes. The quorum is the minimum number of trustees who must be present for decisions to be valid, and it is set in your governing document; decisions taken without it may be invalid. Good decision-making is not about unanimity, but about the board genuinely considering the question and deciding together.
Sound decisions follow a pattern: trustees act within their powers, inform themselves properly, take advice where they need it, manage any conflicts of interest, and reach a decision that a reasonable board could make in the charity’s interests. Agendas and papers sent in advance let trustees come prepared; a chair who draws everyone in leads to better decisions than one who lets the loudest voice win. Where a trustee has a conflict, they should declare it and step out of that item, which also affects whether the meeting stays quorate on that decision.
Not every decision waits for a meeting. Where your governing document allows it, trustees can sometimes make decisions by written resolution between meetings, or delegate defined decisions to a sub-committee or an individual within clear limits — but the same duties apply, and the decision should still be recorded and reported back to the board. Be wary of important decisions drifting to whoever happens to be available; urgency is not a reason to bypass the board’s proper process, and a genuinely urgent decision can usually be handled by a quick call or email to all trustees rather than by one person acting alone. Whatever the route, write down what was decided and why, so there is a clear trail.
Minutes are the record that the board governed properly. They should capture the date, who was present, what was decided, and the key reasons for each significant decision — including any conflicts declared and how they were handled — but they are a record, not a verbatim transcript. Well-kept minutes protect the charity and the trustees if a decision is ever questioned, and they are often the first thing an examiner, funder or regulator asks to see. Approve them at the next meeting, keep them securely, and retain them long-term. The Commission’s guidance on trustee decision-making sets out these principles in full.
Get the Trustee meeting agenda and minutes template.
The treasurer and the chair
Many boards give particular responsibilities to a chair and a treasurer, but it is worth being clear about what this does and does not mean: these are roles within the board, not separate offices with extra legal powers. The whole board remains collectively responsible for the charity, including its finances and its conduct. The chair and treasurer coordinate and lead in their areas; they do not carry the duties alone.
The chair leads the board: planning and running effective meetings, making sure trustees have what they need to decide well, drawing out every voice, and holding the balance between the board and any staff — including supporting and, with the board, appraising a chief officer. A good chair also thinks about the board itself: its skills, its behaviour, and its succession. The treasurer leads on financial oversight: helping the board understand the finances, overseeing budgets, controls and reporting, and making sure the accounts are prepared and scrutinised. Crucially, the treasurer’s job is to help the board oversee the money, not to do all the bookkeeping single-handed or to be the only trustee who understands the figures.
The relationship between the chair and the most senior member of staff, where there is one, is among the most important in any charity — and one of the easiest to get wrong. The chair supports and challenges the chief officer, agrees objectives and appraises them on the board’s behalf, and keeps the line between governance and management clear, so that neither the board drifts into running the charity nor the staff drift into setting its direction. In founder-led charities there is a particular risk of ‘founder syndrome’, where one person’s grip on both roles goes unchallenged; a confident, independent-minded board is the healthiest guard against it. None of this requires conflict — it requires clarity about who is responsible for what.
Small boards often add a secretary, who looks after governance administration — notices, minutes, the register of interests and returns — and sometimes a vice-chair to provide cover and succession. Clear, written role descriptions prevent both gaps and overlaps, and make it far easier to recruit a successor when someone steps down. Plan for that succession before you need it: the health of a small charity often rests on a couple of key volunteers, and losing them without a plan is itself a serious governance risk. Role-description templates for chair, treasurer, secretary and safeguarding lead accompany this handbook.
Safeguarding governance
Safeguarding is a board responsibility, not only an operational one. Trustees must make sure the charity takes reasonable steps to protect everyone who comes into contact with it — beneficiaries, staff, volunteers and others — from harm, abuse and neglect, and that serious concerns are handled and reported properly. The Charity Commission expects every charity to have arrangements proportionate to its work, and holds trustees ultimately responsible for them.
Governing safeguarding well means putting the framework in place and then keeping an eye on it: a written safeguarding policy that is actually used, safe recruitment including Disclosure and Barring Service (DBS) checks where a role is eligible, a named person to lead on safeguarding, clear ways for anyone to raise a concern, and a process for responding to and recording them. Trustees should review these arrangements regularly, make sure staff and volunteers are trained and know how to use them, and foster a culture where people feel able to speak up. Safeguarding is not only about children — it covers adults at risk and, more broadly, everyone the charity works with.
Trustees are not expected to be safeguarding professionals, but they are expected to make sure the charity takes safeguarding seriously and acts quickly when a concern arises. That means more than adopting a policy: it means checking that the policy is actually used, that people know who the safeguarding lead is and how to raise a concern, and that concerns are followed up rather than quietly dropped. A safe charity is one where people — staff, volunteers and beneficiaries — feel able to speak up, including about the charity’s own leaders, and where the board welcomes rather than resents challenge. Whistleblowing arrangements and a culture of openness are part of good safeguarding governance, not an optional extra.
When something goes seriously wrong — actual or alleged abuse, or a significant failure to protect someone — it is a serious incident that trustees must report to the Charity Commission promptly, alongside any reports to the police or social services. Reporting shows the board is dealing with the matter responsibly. Trustees do not have to be safeguarding experts, but they do have to make sure the charity takes it seriously and acts quickly when it matters. The UK Charity Compliance Handbook covers the reporting duties, and detailed step-by-step responses will sit in the CharityIQ crisis playbooks.
Last reviewed: July 2026 · Reviewed by Ivan Siyanko.
Changelog: July 2026 — first published; reflects the 2025 Charity Governance Code and current Charity Commission guidance (CC3, CC29, CC26, CC19).
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More handbooks: UK Charity Compliance Handbook · Complete Guide to Grant Funding · Gift Aid Handbook · Impact Measurement Handbook.