Trustees and staff: respecting each others’ role

We are frequently asked about the respective roles of the board and senior staff in charities. Often trustees are concerned that they need to be more involved because ultimate legal responsibility lies with them while staff often report that trustees are overreaching their governance role and getting too involved in operational matters.

They ask us, where is the “dividing line” between governance and operations?

Our answer: “there isn’t one - it’s a fuzzy grey area”. Sometimes the fuzzy grey area is wide and sometimes it is narrow: it varies from charity to charity (dependent on size, culture and available expertise) and it changes over time (e.g. the board may be more hands on during a crisis or when seeking assurance on higher risk activities). One thing we are clear about is that, in charities where the board-executive relationship is working well, the grey area is not so fuzzy: all involved have a good understanding of their role and, if anyone oversteps, they can have the honest conversation that quickly restores equilibrium.

You may have heard the difference between the roles of the board and executive caricatured as:

“Staff run the organisation and the board’s role is to make sure it is run well” or

“Governance is defining the what and management is implementing the how”

These can be helpful concepts but they are far too simplistic.

In reality there should be a partnership between the board and executive founded on a shared commitment to the cause and shared values. Relationships should be characterised by trust, confidence and professional behaviours/communication, with clarity of roles, written delegated authorities and appropriate arrangements for supervision and accountability.

In our view, trustees should see the senior staff as their principal advisors and staff should see trustees as a resource pool of people with skills, knowledge, experience and (hopefully) wisdom, who can help them do their jobs better, including by challenging them constructively. That way, there will be joint ownership of strategy and delivery.

Trustees should also understand that the legal definition of their role is that they are the “persons having general control and management of the administration of the charity” (section 177 of the Charities Act 2011): they are not the persons who actually do the administration of the charity.

To put a little more flesh on these bones, we frequently characterise the roles as follows:

• Trustees are responsible for governance, direction and oversight. They:

  • Set and safeguard the charity’s purposes, vision, strategy, values, budgets and financial plans, ensuring activities further those purposes for the public benefit.

  • Take collective legal responsibility for general control of the charity’s overall management and administration, including compliance with law and regulation, proper use of resources, and management of risk and reputation.

  • Make key strategic decisions and appropriately delegate day‑to‑day work, while retaining ultimate oversight of, and accountability for, what is delegated.

• Senior staff are responsible for day‑to‑day management and delivery. They:

  • Manage day‑to‑day operations: running services, projects and administration within the strategy and budget set by the board.

  • Implement board decisions and policies, providing information, options and professional advice to enable trustees to make informed strategic decisions.

  • Manage other employees and volunteers and handle operational risks and performance, reporting back to the board.

Often trustees will have other, more operational roles either as a volunteer in the delivery of the charity’s work (particularly in smaller charities) or as an adviser to one or more members of the staff team (e.g. in areas where the trustee has specific skills such as safeguarding, finance, health & safety, data protection, etc.). When that is the case, the Charity Governance Code states that “trustees involved in operational activities [should] clearly distinguish this from their trustee role.”

Of course, staff derive their role from delegation of authority by the trustees. This can take many forms including adoption of a written scheme of delegations (best practice in our view) as well as in job descriptions, policy/procedure documents and in the minutes of board meetings.

Such delegations should be overseen properly, with trustees seeking (and staff providing) assurance that the work of the charity is being conducted properly and delivering impact for beneficiaries. This needs to be proportionate to the risk environment in which the charity operates so as not to divert undue resource from delivery (thus comprising impact), while ensuring high standards of safety, service delivery and compliance. The Charity Commission’s guidance on this includes the following statement:

“Many charities have the power to delegate decision-making. This can be to staff, sub-committees, or individual trustees.

If you delegate decision-making, you as the trustee board remain responsible and accountable for all decisions. Make sure you have:

·       terms of reference for the group or person who has delegated power. These should set out what types of decisions they can make and when they need to report to the trustees; and

·       clear and robust reporting procedures and lines of accountability in place.

You should not usually delegate high risk or novel decisions.

For example, you may delegate decisions to a finance sub-committee. They take the lead on financial matters including making decisions in line with the terms of reference provided to them. They do not become solely responsible for these decisions or for the charity’s finances. All trustees retain responsibility for your charity’s finances, such as reviewing and approving the annual accounts.”

In summary:

• The board should focus on strategy, performance and assurance, and avoid getting drawn into routine operational detail except where necessary (for example, in a crisis). 

• Decision making should be delegated to staff, and trustees must set clear authority limits, reporting lines and terms of reference, and remain responsible for the consequences of delegated decisions.

• Good governance requires mutual respect, trust and a shared understanding of respective roles of trustees and senior staff, and a balance must be struck between support and challenge.

Like this article? Join 250+ charity professionals receiving free monthly insights on governance, strategy and fundraising and much more.

Want to find out more? Contact us at julian@almondtreeconsulting.co.uk to discuss your organisation’s needs.