Guidance Notes

All trustees undertaking a proposal to work in collaboration, jointly or to merge should carry out a due diligence examination of the prospective partner charity. A comprehensive due diligence exercise will enable trustees to establish a full knowledge base of the assets and liabilities of each charity – for example, employees, rent arrears, property leases, endowments, funding arrangements and governance structures.

This guidance note proposes outline terms of reference for the risk committee of a company seeking to comply fully with the UK governance requirements.

This guidance has been produced primarily for quoted public companies that are looking to provide directors with practical guidance on their general duties under the Companies Act 2006 (the Act).

It is essential that the audit committee is properly constituted with a clear remit and identified authority.

The terms of reference for the nominations committee for a company seeking to comply fully with the requirements of the UK Corporate Governance Code.

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors.

Guidance for charities in using best practice principles to define the role and responsibilities for charity trustees.

A trustee board that is aware of its powers, duties and responsibilities and the impact it can have on the sustainability of an organisation is better placed to lead the charity to achieving its stated objects and making the intended positive impact on society.

Each charity requires a body of trustees to lead and govern the organisation. The Charities Act 2011 defines trustees as ‘…the persons having the general control and management of the administration of a charity’ (s.177).