What is the Charity Governance Code?

The answer

This page is for trustees in England and Wales working to the new Charity Governance Code. Scotland and Northern Ireland have their own codes.

A cross-sector steering group writes the Code. The group is made up of ACEVO, the Association of Chairs, the Chartered Governance Institute, WCVA and NCVO. The Charity Commission is listed as an observer. It is not regulator guidance, whatever the presence of the Commission’s name on it suggests.

What changed in the new Charity Governance Code?

The structure changed rather than the numbering. Four moves break any old mapping. The 2020 Code carried a set of numbered principles plus a separate, unnumbered foundation principle. The 2025 Code has 8 numbered principles — 8. Four things moved, and each of them breaks a mapping:

• The foundation principle is now numbered. It is principle 1. That shifts the number of every principle after it. So a reference to “principle 3” in anything written before the 2025 edition now points somewhere else.
• “Integrity” is gone as a principle name. The equivalent is now “Ethics and culture”.
• “Decision-making, risk and control” has split in two — “Decision making” and “Managing resources and risks” are now separate principles.
• “Openness and accountability” no longer exists as a standalone principle. Its substance appears absorbed elsewhere. One outcome under “Ethics and culture” reads “The board is open about how the organisation and its governance works.”

The practical test: any content that says “seven principles”, or that lists “openness and accountability” as a principle, is describing the superseded Code. That includes a lot of trustee training material, a lot of consultancy templates, and a fair number of funders’ application forms.

The principles, how each is built, and which version applies to you

The full list, with the number of outcomes under each, is in the list that follows. In order:

1. Foundation principle
2. Organisational purpose
3. Leadership
4. Ethics and culture
5. Decision making
6. Managing resources and risks
7. Equity, diversity and inclusion
8. Board effectiveness

Each principle is built the same way:

1. the principle statement
2. “You know it’s working when:” — the outcomes
3. Behaviours
4. Policy, processes and practice
5. Suggested evidence and assurance

The Code’s opening premise is worth quoting. The principles “build on the assumption that a charity is meeting its legal and regulatory responsibilities as a foundation.” The Code sits above the law, not instead of it. Nothing in it tells you what you must do.

Versions by size. The question of which version applies to a charity of your size no longer has an answer. That is the answer.

The 2020 Code came in two versions, for smaller and for larger charities. The 2025 Code appears to be a single document — 1. The website is clear on this. “All charities, regardless of size or complexity, are expected to follow the principles and try to achieve the outcomes set out for each principle.”

Proportionality did not disappear. It moved. It now sits inside each principle, in those Behaviours / Policy, processes and practice / Suggested evidence and assurance layers. The website acknowledges that the processes “will not be applicable to all charities, especially smaller ones with few or no staff.”

So use the one Code and scale the supporting practices. Read the layers selectively rather than skipping the principle altogether.

One honesty note on the merger. The finding rests on two things: the absence of any size-version text in the 2025 PDF, and a positive statement on the website. It does not rest on an explicit “we have merged the two versions” sentence. It is recorded at medium confidence for that reason.

Is the Charity Governance Code compulsory?

No: the Code itself says compliance is not a regulatory requirement.

This is the point most likely to be misrepresented to you. The Code answers it in terms.

Page 3, verbatim: “Compliance with the Code is not a regulatory requirement. It is the Charity Commission, and in some cases other regulators, and charity law, that tells charities about what they must do. The Code draws upon, but is fundamentally different to, the Charity Commission’s guidance.”

The Code is meant to work on an apply or explain basis. In the Code’s words: “charities seek to meet the principles and outcomes of the Code and can either apply some of the proposed practices or explain what they do instead.” Explaining is using the Code correctly, not failing it. A board that departs from a suggested practice and says why has done the thing the Code asks for.

Adopters “are encouraged to publish a brief statement in their annual report explaining their use of the Code. This does not need to be a long list of policies or procedures — a short statement is fine.” Encouraged, and encouraged by the steering group rather than required by the accounts regulations. Do not file it alongside your statutory annual report disclosures as though it were one of them.

One further caveat from the Code itself: sector-specific codes, in housing and sport for example, “may take precedence over this one”. If you are in one of those sectors, check which code your funders and your regulator work to.

Two places the Code’s own sources disagree, and one number it never gives

The outcome count is contested, by the Code’s own publisher. The website states there are 41 outcomes in total. Counting the “You know it’s working when:” list under each principle in the published PDF gives 40. The count was run twice, by script and by eye, and no list is truncated.

We are not picking a side. Assess against the per-principle table, which is what a board works through. Treat any headline total you see quoted as unreliable in either direction.

The tenure guidance has two formulations that do not match. Under “Policy, processes and practice”, Principle 8 says: “Where a trustee has served for more than 9 years, their reappointment is subject to a rigorous review, and explained in the trustees’ annual report.”

Under “Suggested evidence and assurance”, the same principle puts it another way. “Fixed terms for trustees to enable board renewal – no more than 9 years unless evidence of exceptional reasons.” The first permits longer service subject to review. The second is stiffer. A board can comply with one while failing the other.

Planning terms against either is covered in set up your trustee rotation and succession plan.

The “explained in the trustees’ annual report” limb is not a statutory disclosure. Nothing in the accounts regulations requires tenure disclosure. So do not present it alongside the reserves policy statement, which is statutory.

“Three terms of three years” is not in the Code at all. The Code fixes a ceiling in years and is deliberately silent on how those years are divided.

The convention is traceable to one Tier A source: the Charity Commission’s model CIO constitutions. There it appears as an optional clause printed in square brackets. This means the charity chooses whether to include it and what numbers to put in. If your charity was set up from one, check your own governing document for it.

The two CIO models do not even agree with each other on the cooling-off interval. That is decisive proof that neither figure is a standard. The Commission’s other four model documents contain no term limit at all. It is not the law, it is not in the Code, and nothing anywhere makes a fourth term unlawful.

Where it applies

England and Wales only. The Charity Governance Code is an England and Wales code. It is not UK-wide, and presenting it as UK-wide is a common error.

Scotland: not applicable. Scotland has its own good-governance material through OSCR and SCVO. This page does not describe the Scottish position; assess yourself against the Charity Governance Code sets out the Scottish and Northern Irish codes. A Scottish charity is not failing anything by not assessing against this Code.

Northern Ireland: not applicable. CCNI publishes its own guidance. The same caution applies.

A dating warning that will matter within a year. A new Code website is due in 2026, and the published PDF already prints a web address that is not the one serving it.

Cite the Code by edition, principle and outcome number rather than by link. Keep your own copy of the PDF you assessed against. Otherwise your assessment will reference a document you can no longer produce.

What to do about it

Reading the Code is not the point. Working through it is, and the output is a document rather than an impression.

Assess yourself against the Charity Governance Code. That step produces a completed apply-or-explain assessment against each principle, minuted, with an action list. Doing one principle per board meeting across a year is a reasonable pace and produces a better assessment than a single away-day.

Two things to get right when you do it. Assess against the 8-principle structure, not the old one. Otherwise your action list is anchored to principles that no longer exist.

When you write the annual report statement, describe what you do, including where you do something different. Apply-or-explain does not require full compliance, and a short honest statement is what the Code asks for.