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This publication is available at https://www.gov.uk/government/publications/charity-commission-governance-framework/governance-framework
1.1 The Charity Commission, (the ‘Commission’) recognises that to deliver its strategic aims, objectives and priorities successfully, it needs sound corporate governance arrangements in place. Corporate governance is founded on laws, policies, processes, systems and behaviours and together they provide a system for the way in which an organisation is directed, administered and controlled.
1.2 The Commission’s governance framework sets out the roles, responsibilities and procedures for the effective and efficient conduct of its business. It is regularly reviewed so that it remains at the forefront of best practice.
1.3 As a public body, the Commission is committed to governance excellence and to being accountable and transparent for its decisions and activities.
1.4 The aim of this framework is to provide information about how governance works within the Commission. You can read about our management and board members on the website homepage.
2. About the Commission
2.1 The Commission is the registrar and regulator of charities in England and Wales.
2.2 The Commission is a non-ministerial government department and part of the Civil Service. The Commission is, by law, independent from ministerial influence or control over its day-to-day operations and decision-making. The Charities Act 2011 (‘the Act’) section 13 (4), states that: ‘In the exercise of its functions, the Commission shall not be subject to the direction or control of any Minister of the Crown or other government department.’
2.3 It is a body corporate, consisting of a chair and up to eight other members of the Commission responsible for its statutory functions. Members of the Commission are office holders rather than employees: staff, including the Chief Executive, are all civil servants. Members of the Commission are listed on our homepage.
2.4 Members of the Commission, including the Chair, are appointed by the Minister for Digital, Culture, Media and Sport, following fair and open competition. Each appointment is regulated and overseen by the Office of the Commissioner for Public Appointments. The Chair’s appointment is subject to a pre-appointment hearing before the Digital, Culture, Media and Sport Select Committee.
2.5 Members of the Commission are required to act in the public interest, not to represent particular sectors or constituencies and must, therefore, arrive at their own decisions without fear or favour.
2.6 The Commission operates under Schedule 1 of the Act (see Appendix 1). It states that, collectively, Members must have knowledge and experience of:
- the law relating to charities
- charity accounts and the financing of charities
- the operation and regulation of charities of different sizes and descriptions
2.7 At least two Members must hold appropriate legal qualifications, and at least one must have knowledge of the conditions in Wales and be appointed following consultation with the Welsh Government.
2.8 The Commission performs a number of quasi-judicial functions where it uses powers some of which are similar to those of the High Court. The Commission is vested with legal powers relating to:
- the registration of charities
- providing generic and specific guidance and giving legal consents, e.g. making schemes and orders on charity matters
- taking action where there is or may be mismanagement in charities, e.g. powers to institute inquiries, remove or suspend trustees, appoint interim managers and protect charity property and/or other assets
2.9 The main matters the Commission has reserved to itself are:
- ensuring that the Commission fulfils its statutory objectives, general functions and duties and appropriately exercises the legal powers vested in it, under the Act and other legislation
- regulatory decisions, and decisions on policy guidance where these are considered to be high risk, high profile, or precedent setting
- appointing, monitoring the performance and approving the remuneration of, the Chief Executive
- establishing, and agreeing the procedure of, the Committee called the Board
- approving the scheme of delegation (which sets out the division of responsibilities between the Commission, the Board and the Executive)
The Commission has the authority to intervene directly in both governance and operational matters, particularly those which affect the Commission’s reputation and performance.
2.10 As a modern regulator, the Commission applies the five principles approved by the Better Regulation Task Force, so that its work will be:
2.11 As a public body, the Commission’s approach to personal behaviour of Members mirrors the seven principles of standards in public life (the ‘Nolan principles’). These are:
- Selflessness – holders of public office should take decisions solely in terms of the public interest. They should not do so in order to gain financial or other material benefits for themselves, their family, or other friends.
- Integrity – holders of public office should not place themselves under any financial or other obligation to outside individuals or organisations that might influence them in the performance of their official duties.
- Objectivity – in carrying out public business, including making public appointments, awarding contracts, or recommending individuals for rewards and benefits, holders of public office should make choices on merit.
- Accountability – holders of public office are accountable for their decisions and actions to the public and must submit themselves to whatever scrutiny is appropriate to their office.
- Openness – holders of public office should be as open as possible about all the decisions and actions that they take. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands
- Honesty – holders of public office have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
- Leadership – holders of public office should promote and support these principles by leadership and example.
2.12 Individual accountability
Members of the Commission will:
- act in good faith and in the corporate interest
- abide by this framework and observe the highest standards of propriety in fulfilling their responsibilities
- give proper time and attention to their duties and development
- use their specialist skills, knowledge and experience to inform collective decisions
- uphold and promote corporate decisions
- respect the respective roles of the Board and Directors’ Group (see ‘relationship between the Board and the Directors’ Group’ and Appendix 3: Levels of delegated authority)
- participate in an annual appraisal of their own performance with the Chair
2.13 Personal benefit
Members will not use their position or misuse information gained in this role for personal, professional or private benefit of any kind or degree.
2.14 Registration and declaration of interests
Provisions for the registration and declaration of interests and withdrawal from meetings are intended to prevent Members of the Commission from being influenced, or appearing to be influenced, by their private interests in the exercise of their duties.
- seek advice from the Chair and the Board Secretary (or in the case of the Chair, from the Chief Executive and the Board Secretary)
- maintain an accurate and comprehensive entry on the register of interests, which must be updated immediately when circumstances change and reviewed at least annually
- declare any interests at the start of a Board meeting if they have a personal, business or pecuniary interest in an issue on the agenda
- withdraw from discussions/the decision-making as appropriate/when required (See Appendix 2: Registration and declaration of interests)
Members will uphold the civil service code on gifts and hospitality. In particular, they must never accept gifts in cash or kind, or any other kind of benefit for either doing or not doing something, other than in the circumstances set out in 2.13, including where there is a risk that accepting a gift could be reasonably perceived as influencing the impartiality of decision making.
Members may give or accept isolated, trivial or seasonal gifts, working lunches etc. i.e. - offers of conventional hospitality - provided that they are considered reasonable in the circumstances and that they do not exceed a cash value of £50.00.
All gifts and hospitality, offered and received, must be declared on the Commission’s hospitality register, whether accepted or not.
2.16 Remuneration and expenses
Members of the Commission may only seek remuneration and reimbursement of reasonable expenses solely where payment of these reflects the exercise of their agreed duties and in accordance with the Commission’s and government policy. All expenses incurred by Members and the Chief Executive are published quarterly on the GOV.UK website.
2.17 Confidentiality in addition to the requirements of the Official Secrets Act
Members of the Commission are required to maintain confidentiality at all times, taking particular note that much of the more sensitive information that they become privy to on the Commission’s business will be required to be kept confidential by law (e.g. personnel issues relating to the Commission’s employees, classified material etc.).
2.18 Public speaking
In undertaking public engagements not associated with the Commission, Members will ensure that it is clear that they are speaking in a personal or private capacity and take care that what they say does not compromise or conflict with their role as Members of the Commission or the Commission’s corporate position on any issue.
The Chair is responsible for bringing any breaches of this framework, or the obligations of Members generally, to the attention of that individual Member. Any Members failing to adhere to these principles or being unfit to perform their duties in line with these principles, may be judged as failing to carry out the duties of office. Such failure may result in removal from that office.
3. Accountability, openness and transparency
3.1 The Commission demonstrates accountability to:
- Parliament, through:
- the Commission’s annual report which is laid before Parliament by HM Treasury
- annual auditing of the Commission’s accounts by the National Audit Office (NAO)
- annual appearance before the Digital, Culture, Media and Sport Select Committee on matters related to the regulation of charities and its performance in this regard
- periodic reports by the NAO on the economy, efficiency and effectiveness with which the Commission uses its resources
- periodic examinations by the House of Commons’ Public Accounts Committee. The Chief Executive acts as the Accounting Officer appointed by HM Treasury
- consideration of complaints about its administration by the Parliamentary Ombudsman
- the public, by publishing guidance, reports and key information about its activities and how it undertakes them
- the First-tier Tribunal (Charity), the Chamber of the Upper Tribunal and the High Court for the decisions made by the Commission in exercising its legal powers; the Tribunals and the High Court may overturn the Commission’s decisions
3.2 In addition, the Commission demonstrates its accountability by:
- reporting its performance against targets
- consulting before introducing major new policies or operational practices
- publishing information regarding the operation of the Commission
- holding an annual public meeting to review performance
- publishing inquiry reports, operational case reports and key decisions
- having an internal review process that allows the Commission’s decisions to be challenged without having to go to the Tribunal or the High Court and giving reasons for its decisions to those people affected by them, unless there are compelling reasons (of financial or personal confidentiality) for not doing so
- having a robust and accessible complaints process
- having a Board member who acts as a whistleblowing champion
Openness and transparency
3.3 The Commission is committed to openness and transparency. Its core objective is to increase the public’s trust and confidence in charity; it acts in the public’s interest in the regulation of charities in England and Wales. Part of meeting this commitment to transparency is ensuring that, wherever possible, the Commission’s decisions, policies and practices are accessible to, and understandable by, the public.
3.4 The Commission approaches openness and transparency in many ways, including, where practicable: the publication of key papers and decisions, holding public meetings, undertaking public consultations on significant policy changes, and undertaking research to understand public and other key stakeholder perspectives.
3.5 In deciding whether information can be put into the public domain, the Commission will have regard to the following:
- will disclosure breach any obligation of the Commission to keep information confidential?
- will disclosure have an unfair impact on another person’s human rights?
- will disclosure cause injustice to any individual or group of persons?
- will disclosure impair the Commission in fulfilling its obligations as a public body?
3.6 The Commission will consider all requests for information applying the principles of Open Justice and the Freedom of Information Act 2000. The Commission will make information about its work accessible other than in circumstances where it is exempt from disclosure or not in the public interest to do so.
4. The Board - constitution, conduct and meetings
4.1 In furtherance of the powers conferred under Section 13, Schedule 1, Paragraph 6 of the Act, the Commission has created a committee called the Board. The Board will consist of the Members of the Commission and the Chief Executive (which recognises his or her role as Accounting Officer). The Commission recognises that where the Chief Executive has taken or been substantially involved in decisions on matters of regulatory compliance within the Executive and which come to the Board for decision, it will be appropriate that such decisions are taken by the Commission alone. Subject to those considerations, in accordance with Schedule 1, Paragraph 8 of the Act, the Commission has authorised that the Board has the following functions:
- the performance of statutory functions, including decision-making in regard to the most high-risk cases, except those reserved to the Commission
- vision, strategy (corporate and subject-matter, such as people and technology) and values
- the annual business plan
- financial management and key performance measurements
- governance (except for those functions which are reserved to the Commission)
- scrutiny of operational and financial plans and performance
- engagement and the strategic management of relationships with external stakeholders
- leadership, and oversight of key elements of the People strategy including staff engagement, talent management and succession planning
- identification, management and mitigation of corporate risk, in the context of the Board’s determination of risk appetite
- key policies, including health and safety, information and cyber security, counter-fraud, and whistle-blowing
- establishment of an appropriate assurance framework, including approval of the appointment of internal auditor and their programme of work
- new and revised charitable policy and guidance, except for those matters reserved to the Commission
4.2 The Commission delegates to the Chief Executive and staff responsibility for many functions, within defined levels of delegated authority. In general terms, the functions delegated to the Chief Executive and staff are those which relate to the day-to-day management of the organisation’s business. The Commission reserves certain functions to itself and may revoke delegations it has previously made.
4.3 For reasons of accountability and transparency, the Board maintains a distinction between the exercise of delegated functions on the one hand and oversight and scrutiny of the way those delegated functions are carried out on the other. It should always be clear whether the Board is exercising a function itself or overseeing the conduct of a function delegated to the Chief Executive and staff.
4.4 In fulfilling its responsibilities, the Board pays particular attention to:
- maximising the impact and effectiveness of the organisation
- identifying and managing risks and harnessing opportunities
- listening and responding to stakeholders
- ensuring its independence
- ensuring the prudent use of public funds
- ensuring the organisation acts fairly, responsibly, transparently, proportionately and ethically
4.5 In exercising the general responsibilities set out above, Board members meet the following obligations:
4.6 The Board acts collectively in making decisions.
4.7 The Board expects the Directors’ Group to enable it to debate issues based on appropriate, accurate and timely information and advice.
4.8 The Board seeks to achieve consensus on major decisions. However, where this is not possible, collective decisions will be based on a majority vote with the Chair holding a casting vote.
4.9 The Commission has established clear levels of delegated authority within which:
- some decisions are reserved to the Commission
- some decisions are reserved to the Board
- the Chief Executive is empowered to make decisions and delegate authority to the Directors’ Group and staff for the day-to-day operation of the organisation
- the Chief Executive is required to escalate high risk and /or high impact issues for the timely attention and consideration of the Board in accordance with the sectoral risk management approach agreed by the Board (See Appendix 3: Delegated levels of authority)
4.10 The Board has established operational guidance for the delegation of its powers to staff within the organisation; duly authorised they become ‘authorised officers’ in accordance with the Act.
4.11 The Board sets the strategic direction for the efficient and effective management of the organisation’s funds and for the management and development of its staff.
4.12 Having established the Committee called the Board, the Commission establishes, only where absolutely necessary, other committees or working groups. The Board may establish sub-committees or working groups to fulfil ongoing or time-limited governance functions. Formal reviews of legal decisions (decision reviews) are delegated by the Chair to individual Board members, when such reviews are assessed as requiring Board level involvement.
4.13 The Board regularly evaluates its own performance, examining its impact and effectiveness and any improvements required in its organisation or operation.
4.14 The Board meets formally at least six times a year and, in addition, hosts an annual public meeting (APM) to discuss publicly the past year’s performance and look ahead to future priorities. The APM must, in line with the Act, be held within three months of the organisation laying its accounts and annual report before Parliament. The organisation also holds at least two other public meetings each year, around a specific theme or issue, in different parts of England and Wales. At these, members of the public have the opportunity to discuss and comment on the theme of the event and any other aspect of the organisation’s activities.
4.15 The conduct of formal board meetings is determined by the Board and is set out in Appendix 4: standing orders for board and committee meetings.
Establishment of sub-committees
4.16 The Board is currently supported by the following sub-committees:
- Audit and Risk Assurance Committee
- Remuneration and Appointments Committee
- Public Interest Litigation and High-Risk Cases Committee
- Policy and Guidance Committee
4.17 The terms of reference for the ARAC can be found in Appendix 5. These sub-committees are named as committees for convenience.
5. Role of the Chair
5.1 The Chair leads and ensures the effective operation of the Board and its sub-committees. The Chair is also responsible for:
- ensuring that the Commission fulfils its statutory objectives, general functions and duties and appropriately exercises its legal powers
- leading development of the organisation’s strategy
- setting the Board’s agenda, focusing primarily on strategy, performance, accountability and risk
- setting the tone of Board discussions to promote constructive debate and effective decision making
- ensuring that Board members operate in accordance with governance best practice and the Nolan principles of standards in public life
- keeping the composition of the Board under review and making timely recommendations to the Minister for Digital, Culture, Media and Sport on the appointment of new members and reappointment of existing members
- with Board members, establishing, monitoring and reviewing governance structures, systems and processes
- developing the organisation’s key relationships with government, sector bodies and other major stakeholders
- jointly with the Chief Executive, communicating the organisation’s strategy, plans and achievements to stakeholders, including charities and their users, the organisation’s staff, the government and the public
- supporting and performance managing the Chief Executive, including agreeing objectives and undertaking an annual appraisal, following consultation with other Commission members
- establishing a good relationship with the Chief Executive and Executive Directors, providing advice and support while respecting their responsibilities, including the responsibilities of the Chief Executive as Accounting Officer
- jointly with the Chief Executive, promoting effective relationships and communications between Commission Members and the Executive Directors and other members of staff
6. Role of the Chief Executive and Directors’ Group
6.1 The Chief Executive is accountable to the Board for the conduct and performance of the organisation. The Chief Executive is the organisation’s Accounting Officer, reporting to the Public Accounts Committee on the organisation’s use of public funds and with personal accountability and responsibility for propriety and regularity, prudent and economical administration, avoidance of waste and extravagance, and efficient and effective use of available resources. The full responsibilities of the Accounting Officer are set out in the HM Treasury publication ‘Managing Public Money’, which includes provision for the Accounting Officer to seek a direction from the Commission, in the unlikely event of an irreconcilable difference of opinion on an important matter.
The Chief Executive is also responsible for:
- fulfilling the Commission’s statutory objectives, general functions and duties and exercise of its legal powers
- developing plans, programmes and policies for Board approval
- realising the Board’s strategies and plans for the future, including its contribution to legislative reform
- delivering the Commission’s services in line with targets and performance indicators agreed by the board
- acquiring the resources and putting in place the organisational structures and business processes the Commission requires to achieve its objectives
- developing and maintaining an effective framework of internal controls, including risk management in relation to all the Commission’s activities
- leading the Directors’ Group, including the development of personal objectives and targets
- ensuring that the Directors’ Group:
- acts within the levels of authority delegated by the Board
- maintains an effective relationship with members of the Board
- supports the Board in fulfilling its responsibilities, including through the provision of accurate and timely information
- ensuring that robust management succession and development plans are in place and presented to the Board from time to time
- supporting the Chair in developing the Commission’s relationships with Government, sector bodies and other key stakeholders
- jointly with the Chair, communicating the Commission’s strategy, plans and achievements to stakeholders, including charities and their users, the Commission’s staff, the Government and the public
- establishing a relationship of trust with the Chair, reporting key developments to him or her in a timely manner and seeking advice and support as appropriate
- keeping the Chair and Board promptly informed on all matters that may be of importance to them
- jointly with the Chair, promoting effective relationships and communications between Board members and the directors and other members of staff
Directors’ Group (DG)
Chief Operating Officer
Director of Corporate Services
Director of Investigations, Monitoring and Enforcement
Director of Legal Services
Director of Policy and Communications
6.2 The DG will:
- ensure that they possess or have access to all the skills and knowledge required to fulfil the Commission’s regulatory role, exercise its legal powers and ensure delivery against agreed plans
- manage the Commission within the agreed levels of delegated authority
- ensure Board members are provided with accurate and timely information to enable them to fulfil their governance responsibilities effectively
- present an analysis of key risks and the strategy for risk management and update the risk framework on a regular basis for Board approval; in addition, they will escalate high risk or high impact issues to the Board in accordance with the agreed risk management policy - this will include issues or cases where there is potential for:
- major investment
- significant deviation from agreed strategy/plans
- novelty or precedent setting e.g. an issue becoming a ‘test case’
- complex litigation
- significant degree of controversy/contentiousness or political sensitivity
- damage to the charity or the Commission’s reputation or to public trust and confidence e.g. adverse events, negative media interest
- damage to key relationships e.g. issues raised by Office for Civil Society, concerns raised by key constituencies
- personal impact on members of the Commission
- proactively raise issues/themes that may need to be debated/considered for incorporation into future plans
- ensure effective stewardship of public resources; use formal and informal mechanisms to enable Board members to contribute their specialist skills, knowledge and expertise and provide support
- lead on developing plans, programmes and policies for Board approval
- seek the input of Board members at an early stage in order to identify issues that will need to be addressed in gaining board approval
- maintain a dialogue to understand Board members’ concerns and perspectives
- take responsibility for making clear proposals and recommendations to the board
- provide appropriate support to enable the activities of the Board and individual Board members of the Commission to run properly and effectively
- ensure the sense of connection and common purpose with the Board is maintained within the DG and, through it, with the rest of the organisation
7. Relationship between the Board and the DG
7.1 The Board and the DG will work together in a way that:
- demonstrates mutual respect
- draws on their respective skills, knowledge and perspectives
- ensures that the Board’s policies, plans and strategies are implemented throughout the organisation through effective communication and the translation of Board decisions into more detailed department plans and working methods
- ensures sharing of information about the organisation and the context in which it operates
- recognises the clear separation between governance and management roles and responsibilities
- enables an active and ongoing dialogue about the organisation’s current performance and future direction
- identifies opportunities and risks, maximises performance and enables learning and development.
The five objectives are:
- the public confidence objective – to increase public trust and confidence in charities
- the public benefit objective – to promote awareness and understanding of the operation of the public benefit requirement
- the compliance objective – to promote compliance by charity trustees with their legal obligations in exercising control and management of the administration of their charities
- the charitable resources objective – to promote the effective use of charitable resources
- the accountability objective – to enhance the accountability of charities to donors, beneficiaries and the general public