Board of Trustees Code of Conduct

Board of Trustees Code of Conduct

As a registered charity, [Charity name] is committed to the highest standards of integrity, accountability, and ethical conduct.
This Board of Trustees Code of Conduct sets out the standards of behaviour, responsibilities, and expectations required of all Trustees to ensure effective governance and to maintain public trust and confidence.

All Trustees must act collectively and individually in the best interests of the Charity and in accordance with charity law, the Charity’s governing document, and this Code.

Purpose of the Code

1.1 The purpose of this Code is to:

  • Promote high standards of trustee behaviour and decision-making.
  • Clarify the duties and responsibilities of Trustees.
  • Support effective, transparent, and ethical governance.
  • Protect the Charity’s reputation and public confidence.

1.2 This Code complements the Charity’s governing document and other governance policies.

Scope of the Code

2.1 This Code applies to:

  • All members of the Board of Trustees, whether appointed or elected.
  • Co-opted trustees and trustees serving on committees.

2.2 This Code applies at all times when Trustees are acting in their trustee capacity.

Core Principles

3.1 Trustees must act in accordance with the following principles:

  • Integrity and honesty.
  • Accountability and transparency.
  • Collective responsibility.
  • Respect and fairness.
  • Commitment to the Charity’s objects and public benefit.

3.2 Trustees must exercise their duties with reasonable care, skill, and diligence.

Legal Duties of Trustees

4.1 Trustees must comply with their legal duties, including the duty to:

  • Act in the Charity’s best interests.
  • Manage the Charity’s resources responsibly.
  • Act within the Charity’s powers.
  • Ensure compliance with the law and regulation.

4.2 Trustees must be familiar with:

  • The Charity’s governing document.
  • Charity Commission guidance.
  • Relevant legislation affecting the Charity.

Collective Responsibility and Decision-Making

5.1 Trustees share collective responsibility for decisions of the Board.

5.2 Once decisions are properly made:

  • Trustees must support them publicly.
  • Any dissent must remain confidential.

5.3 Trustees must contribute actively and constructively to Board discussions.

Conflicts of Interest

6.1 Trustees must:

  • Declare all actual or potential conflicts of interest.
  • Update declarations as circumstances change.

6.2 Conflicts must be managed in accordance with the Charity’s Conflicts of Interest Policy.

6.3 Trustees must not:

  • Participate in decisions where a conflict exists.
  • Use their position for personal benefit.

Confidentiality

7.1 Trustees must:

  • Treat sensitive information as confidential.
  • Respect data protection obligations.

7.2 Confidential information must not be disclosed unless authorised or legally required.

Integrity, Gifts, and Hospitality

8.1 Trustees must not:

  • Accept gifts, hospitality, or benefits that could compromise their independence.

8.2 Any permitted gifts or hospitality must:

  • Be declared.
  • Comply with the Charity’s policies.

Relationship with Staff and Volunteers

9.1 Trustees must:

  • Respect the roles and responsibilities of staff and volunteers.
  • Avoid involvement in day-to-day operational matters unless authorised.

9.2 Trustees must not:

  • Undermine staff or volunteers.
  • Interfere with management responsibilities.

Equality, Diversity, and Inclusion

10.1 Trustees must:

  • Promote equality, diversity, and inclusion.
  • Treat all individuals with dignity and respect.

10.2 Discriminatory or harassing behaviour will not be tolerated.

Use of Charity Resources

11.1 Trustees must ensure that:

  • Charity resources are used solely for charitable purposes.
  • No personal or improper use is made of Charity property or information.

Training and Development

12.1 Trustees are encouraged to:

  • Undertake appropriate induction and ongoing training.
  • Maintain awareness of governance best practice.

12.2
Trustees must commit sufficient time to fulfil their role effectively.

Breaches of the Code

13.1 Any concerns regarding breaches of this Code should be raised with:

  • The Chair of Trustees, or
  • The Board collectively where appropriate.

13.2 Breaches may result in:

  • Formal warnings.
  • Removal from office, subject to the governing document.
  • Referral to the Charity Commission where required.

Monitoring and Review

14.1 This Code will be reviewed:

  • At least annually, or
  • When there are significant governance or regulatory changes.

14.2 Any amendments must be approved by the Board of Trustees.

Conclusion

By adhering to this Board of Trustees Code of Conduct, [Charity name] ensures that Trustees act ethically, responsibly, and in the best interests of the Charity, thereby strengthening governance and maintaining public trust.

Signed: ………………………………………
Chair of the Board of Trustees

Date: ………………………………………

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Disclaimer:

Naail & Co provides these policy templates solely as guidelines or standard templates to assist charities in developing their own policies in accordance with Charity Commission England & Wales compliance. These templates are not intended to serve as legal or professional advice, and Naail & Co cannot be held responsible or liable for any outcomes arising from their use. It is essential that each registered charity carefully tailors and customizes these policies to reflect its specific needs, structure, and legal obligations. We strongly recommend that charities seek independent legal or professional advice to ensure compliance with all relevant laws and regulations.

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