Find out about making valid trustee decisions that are in your charity’s best interests.
Applies to England and Wales
Follow the principles
As trustees, you need to work together to make the best decisions you can for your charity.
Often there will not be a perfect solution. Your decision can be different from the one another group of people would reach, but it must be an informed and responsible one in your situation.
To meet this standard, you must:
- act within your powers
- act honestly and with good intentions, and only in your charity’s interests
- be sufficiently informed, taking any advice you need
- take account of all relevant factors
- ignore irrelevant factors
- manage conflicts of interest
- make a decision that is within a range of decisions that a reasonable body of trustees could make
These principles should always guide your approach. But make especially sure that you and the other trustees can show that you have used them for decisions which are:
- complex, or
- high impact, or
- involving significant money or other property, or
- high risk
We recommend you use our It’s your decision guidance to help in those cases. It gives more detail about each principle.
There are some practical things you can do and think about to support these principles so that your charity makes decisions correctly. We have summarised them here.
Keep records from the start
Record in your meeting minutes or separately:
- meeting dates and who attended
- any conflicts of interest – who they affected and how you handled them
- what information and advice you used, and how you used it
- options you considered and the main reasons for your decision
- any disagreements worth noting
- the results of any vote
Check that this is happening so that you can show that you have acted properly.
Follow your charity’s rules and the law
Your charity’s governing document, and some laws, set out the powers you can use to run your charity to help deliver its charitable purposes. For example, most trustees have powers to invest and borrow money.
You and the other trustees must:
- only make decisions that deliver your charity’s purposes
- have the right powers to carry out your decision
Take advice if you are unsure about what you are allowed to do.
Get permission if you need it
There are some situations where you need Commission permission before you can decide to do something.
Get the information you need
Think about what you need to know before you can make your decision. If we have to look at your decision, we will consider what you could have reasonably known or found out.
Take enough time to consider:
- relevant information you have to help you understand your situation and options
- what else you need, and how you will get it
- how you will use that information
- any guidance that applies to your decision
It’s ok to ask others at your charity, for example your staff, to help you collect and analyse your information. But you are responsible for understanding and, if appropriate, challenging that information, and for making the final decision.
Only use relevant information
Focus on information and evidence which helps you decide what is best for your charity. This means information that is relevant. You must not allow your personal motives or prejudices affect how you decide things.
Consider getting advice
You must use any skills or experience you, as an individual, have to help the other trustees with a decision.
Sometimes the trustees may need advice to help them reach a decision. Your charity can pay for the cost of this where it is for the charity only.
Check that your adviser:
- has the right qualifications or expertise
- is well informed about the issue you are deciding
Consider who else to check with
Before you make important decisions, think about whether you should get the views of people such as the charity’s:
- donors or supporters
Check your governing document. Some charities have members who can make certain decisions.
Plan your meetings
You must usually make your decisions at meetings. Follow your governing document on when to call and hold meetings, and how to run them.
Manage conflicts of interest
At the beginning of your trustee meeting ask about conflicts of interest.
Do not assume these do not affect you and the other trustees. Conflicts of interest are common.
Make sure that you all know what conflicts of interest are and how to deal with them.
Work together to make decisions
As trustees you should attend trustee meetings.
You must make your decisions together. This is because every trustee, including anyone absent:
- is responsible for those decisions made at the meeting
- must support and carry out decisions
Do not just go along with the opinions of one person or allow some trustees to drive through decisions without discussion. This is particularly important if you think a decision goes against the principles.
If you disagree
If you, an individual trustee, strongly disagree with a decision:
- share your views and any information and knowledge you have with the other trustees
- ask for your disagreement to be recorded
But you must follow a valid decision (one made using the principles) even if you disagree with it.
If you cannot do this, you should consider resigning.
Involve others at your charity
You may be able to delegate some decision-making to others at your charity, for example staff, volunteers, or trustee committees. Many charities have the power to do this. But all the trustees remain responsible for any delegated decisions.
When you give staff or others responsibility for decisions, tell them:
- what they can and cannot decide
- when and how to report back to you
You can also ask staff and others to attend your trustee meetings to provide information and advice, though you remain responsible for making the final decision.