In March of this year, with the dramatic ousting of 10 trustees from the board of the Actors’ Benevolent Fund (ABF), charity governance was suddenly headline news. The fact that some of the trustees involved were household names such as Dame Penelope Keith and James Bolam was clearly the reason that this story gained so much attention, but underneath it were some interesting issues that all trustees should consider.
Reports have stated that the long-time trustees were removed from their positions after questioning the fund’s general secretary over financial issues, at which point the secretary lodged an official complaint of bullying and harassment.
There appear to be two issues here:
- What are trustees allowed to ask? And;
- How should they ask it?
The short answer to the first question is that trustees can ask anything that helps them to understand the charity and its operations.
The Charity Commission created a graphic that shows 15 questions that trustees should be asking for the benefit of their charity. They should also ask anything else that is pertinent to their specific charity, but the graphic from the Charity Commission gives a good indication of the types of issues trustees must consider. You can find the graphic here.
A key point to note for trustees is that an effective board meeting may sometimes be an uncomfortable one. If no-one is asking any challenging questions, it may be that your board is lacking sufficient diversity of thought and falling prey to group think.
However, no one wants their meeting to be unprofessionally confrontational. The challenge is to create a professional environment with space for everyone to air their opinions respectfully, whether these are conflicting or not. The second challenge is to conclude these healthy debates with an action plan that everyone has agreed to get behind, even if it goes against what they would have done if acting alone.
A strong chairperson can be the key to this – ensuring everyone has the chance to speak and to be listened to, and if necessary, reminding trustees to focus on the objects of the charity and the duty to beneficiaries when making decisions.
Further guidance is provided by the Charity Commission, which can be found here.
Penelope Keith noted that she pinned a lot of the blame for the troubles at the ABF on “the dreaded Zoom”. Now that pandemic-related restrictions are no longer in place, boards should be asking themselves whether video calls can achieve the same results as in-person meetings. Virtual meetings have some major advantages in terms of saving trustees travel time and making it more likely they are able to attend. However, the downsides cannot be ignored – losing the friendly face-to-face interactions before and after a meeting, not being able to see the charity ‘in action’, and getting frustrated when there are technological glitches. Of course, if they are needed for reasons such as medical isolation, then boards must work with what they have, but they should acknowledge these issues head-on and do their best to mitigate the issues as much as possible.
On a side point, whilst video calls were permissible during the pandemic for all meetings, the Charity Commission has noted that since 22 April 2022 remote board meetings should only be held if permitted by the charity’s governing document. More guidance about the latest changes has been published on the regulator’s website, including how charities can make changes to their governing document if necessary.
In summary, trustees not only have the right, but the obligation to challenge management to ensure the charity is run as effectively as possible to achieve their stated charitable objectives. This should always be done in a professional manner with all views listened to and respected, which in some cases may mean ditching video meetings, at least some of the time!
For any further advice or guidance on how your charity and its trustees can work together to achieve the desired organisational objectives, please speak to your usual Saffery Champness contact, or get in touch with Alexandra Momtahan, E: [email protected].