What is Governance and what is a Board of Trustees?

What is it? 

Governance is the system of rules, relationships, and processes by which a charity is directed and controlled. It covers how decisions are made, how the organisation is held accountable, and how it stays true to its charitable purpose. 

At the heart of governance sits the board of trustees: the group of people legally responsible for the charity. Trustees are sometimes called directors, governors, or committee members depending on the charity's legal structure, but their core role is the same wherever they sit. 

Why does it matter? 

Good governance is not a box-ticking exercise. It is what allows a charity to operate with confidence, make sound decisions, and respond well when things go wrong. Poorly governed charities are more likely to run into financial difficulty, lose the trust of funders and the public, or fail to deliver on their mission. 

Trustees carry legal responsibility for the charity, including its finances, so understanding what governance means in practice is essential for anyone working closely with a board, not just the trustees themselves. 

Who needs to know? 

Trustees themselves need a clear understanding of their duties, but so does anyone working alongside them, particularly finance staff, who often act as the main point of contact between day-to-day operations and board-level oversight. 

Staff at every level benefit from understanding how governance works, as it shapes how decisions get made, what gets escalated, and who is ultimately accountable. 

Where do we start? 

If you are new to working with a board, a good starting point is to understand the core legal duties trustees hold. In broad terms, trustees must: 

  • Ensure the charity is carrying out its purposes for the public benefit 
  • Comply with the charity's governing document and the law 
  • Act in the charity's best interests 
  • Manage the charity's resources responsibly 
  • Act with reasonable care and skill 
  • Ensure the charity is accountable 

It is also worth getting familiar with your charity's governing document (its constitution, articles of association, or trust deed), as this sets out the rules your board must follow, including how trustees are appointed and how decisions are made. 

The Charity Commission's guidance on trustee duties (CC3: The Essential Trustee) is a strong foundation reference, and many smaller charities find it useful to build a simple induction pack for new trustees covering their legal responsibilities, the charity's recent finances, and key policies.