Charities Regulator urges use of code of conduct
The Charities Regulator has issued a comprehensive guide emphasising that a clear, shared code of conduct is an essential ingredient for good governance in charitable organisations.
This applies regardless of whether trustees are termed directors, board members, or committee members.
Collective agreement
While a code of conduct is not a statutory obligation under charity law, it serves as a critical collective agreement that outlines how trustees interact, conduct meetings, and manage conflicts of interest to ensure effectiveness, openness, and accountability, the regulator Madeleine Delaney (pictured) states.
The bedrock of any effective code of conduct is general conduct rooted in honesty and integrity.
Trustees are legally bound to act exclusively in the best interests of their charity, rather than favouring any individual, external group, or personal network, the regulator has said.
This mandate requires maintaining strict independence in decision-making, ensuring that final choices regarding assets, property, and regulatory obligations remain entirely free from the undue influence or pressure of donors, individual trustees, or interested outside parties.
The guidance explicitly prohibits trustees from leveraging their positions for personal financial benefit or the enrichment of connected persons, such as family and friends.
Trustees must also decline gifts or hospitality that could reasonably be perceived as influencing their official duties.
Board meetings represent the venue where collective authority is exercised, making trustee behaviour crucial to healthy organisational functioning.
The regulator outlines that a robust code of conduct must establish explicit meeting expectations.
Trustees are expected to arrive fully prepared, contribute constructively, and treat opposing viewpoints with respect.
The guidance highlights that dominant behaviour poses a distinct risk to charities: discussions must not be monopolised, and no single voice should drown out the rest of the board, as decision-making must remain genuinely collective.
In addition to board dynamics, the code must govern relationships with staff and volunteers.
Trustees are responsible for delivering leadership that fosters a culture of respect, requiring them to work fairly and considerately with all personnel.
Legal compliance and policy adherence form another cornerstone of the recommended framework.
Comply
Trustees must operate in strict accordance with the charity’s own constitution and comply with broader legal frameworks, including company, employment, data-protection, and health-and-safety laws.
The code must explicitly commit members to internal policies on conflicts of interest, equality, and anti-bullying.
While the guidance notes that trustees may be reimbursed for reasonable out-of-pocket expenses, it reinforces that the trustee role itself remains strictly unremunerated.
On the matter of confidentiality, the regulator clarifies that while trustees must protect sensitive internal information, this duty is entirely overridden by the legal obligation to report statutory breaches or threats to the charity’s future directly to the Charities Regulator or other relevant authorities.
Finally, the regulator stresses that a code of conduct is only effective if backed by enforcement mechanisms for non-compliance.
Breach
If a trustee breaches the agreed standards, the recommended procedure requires an initial meeting with the chair to discuss the matter and review suitability.
For repeated or severe infractions, the board must be prepared to terminate the trustee’s tenure to protect the charity’s integrity.
Charities lacking a code of conduct, or those operating with outdated versions, are urged to prioritise drafting or reviewing one, ensuring it remains a clear, periodically updated document signed by all sitting trustees.
Comprehensive guidance and supporting materials are on the regulator's website.