1.1 A code of conduct provides trustees with an agreed understanding of what is required of their role, enabling them to be transparent, open and accountable in what they do and how they do it. For the most part, this will simply codify the good practice and behaviour already in existence.
1.2 A code of conduct has the dual purpose of being helpful to the trustee and also to CTB.
1.3 The trustee benefits by having a clear articulation of their responsibilities (both individual and corporate), legal duties and of the expectations put on them by CTB.
1.4 It is expected that this Code of Conduct is read alongside the Trustee Role Descriptions and the Checklist for Trustee Induction documents.
1.5 CTB benefits by knowing that all trustees have a clear understanding of the values and ethos of CTB, are provided with all the appropriate information to make their decisions and given a clear framework within which to exercise their vital duties and, together, ensure that CTB meets all of its statutory obligations and works within an efficient and effective structure.
1.6 There are seven principles implicit in the work of any Trustee:
- Organisational purpose – they are clear about the charity’s aims and ensures that these are being delivered effectively and sustainably.
- Leadership – is shown by all trustees through working effectively as a board that provides strategic leadership in line with the charity’s aims and values and demonstrating personal respect to all with whom they interact.
- Integrity – they act with integrity, adopting values and creating a culture which helps achieve the organisation’s charitable purposes. The trustee is aware of the importance of the public’s confidence and trust in charities, and undertakes their duties accordingly.
- Decision-making, control & risk assessment – they make sure that the board’s decision-making processes are informed, rigorous and timely and that effective delegation, control and risk assessment and management systems are set up and monitored.
- Board effectiveness – they work as an effective team, using the appropriate balance of skills, experience, backgrounds and knowledge to make informed decisions.
- Diversity – their approach to diversity supports its effectiveness, leadership and decision-making.
- Openness & accountability – they lead the organisation in being transparent and accountable. They are open in their work and ensure accountability for all they do.
1.7 While the volunteering of time and expertise is very much appreciated and is an immense asset to CTB, all trustees will appreciate that the way in which they work has considerable impact on the work and reputation of CTB, so a code of conduct enables that to be demonstrated through personal and corporate integrity; progressing and enhancing the aims and objectives of CTB.
1.8 To ensure that CTB operates and behaves in line with its published purposes, it is important for trustees to be aware of the full range of CTB’s policies and procedures and to ensure that they are, at all times, fit for purpose.
2. General Responsibilities as a Trustee
2.1 The main responsibilities of any trustee, according to the Charities Commission, are to work in line with all legal requirements and the stated objectives of the organisation, demonstrating transparency and accountability.
2.2 Each trustee, on appointment, receives a copy of a ‘Trustee Role Description’ leaflet. This includes a list of responsibilities, qualities, desired experience and expected time commitment for a trustee.
2.3 In order to benefit from the gifts and experience of all trustees, each Role Description will tend to include some further points to cover the specific additional contributions and responsibilities that person has offered to CTB.
2.4 The practicalities of covering the above responsibilities requires a commitment and involvement through:
- gaining a full understanding of the organisation of the charity and how it works and building up relationships with those who work for CTB as either employees or volunteers
- preparing and actively contributing to the business of meetings, which will involve sharing opinions and expertise on a variety of issues, such as strategic direction, decision making and regular reviews of all policy documents.
3. Remuneration for Trustees
3.1 Trustees do not receive remuneration for their role.
3.2 Reasonable out of pocket expenses incurred fulfilling the duties of the role, such as travel costs, subsistence and course fees may be paid by CTB, as long as prior consent has been given by the treasurer.
3.3 Normally travel costs are by the cheapest reasonable means. If by road, the tariff is 45p per mile, in line with Charity Commission guidance.
4. Confidentiality, Security and Data Protection
4.1 Given the fact that a trustee’s work may be done in various different locations, some of which may be quite public, all trustees need to make a conscious effort to ensure particular care that confidentiality and security are preserved at all times. This applies, for example, to paper work, electronic data and face to face or telephone conversations and relates to public places and also to trustees’ homes etc.
4.2 Care is especially important in the use of electronic devices to handle CTB information. On appointment each trustee is given a dedicated CTB e-mail address which should be used solely CTB business, rather than making use of alternative private e-mail addresses etc.
4.3 CTB also uses cloud technology to store all documentation. All trustees are given personal access to an area on this drive and information is shared through this means. Downloading personal copies of CTB document is generally discouraged and no CTB documents should be stored on a personal device.
4.4 CTB has policies to ensure we meet the requirements of General Data Protection Legislation (GDPR) legislation and, in particular, Appendix A of that policy gives guidance on how the cloud technology should be used. Further support may be available from our CEO or the trustee who has particular responsibility for this area.
4.5 Some issues discussed within board meetings may also be highly confidential and require the necessary care.
4.6 On an annual basis all trustees are required to sign the Conflict of Interest Register.
4.7 At that point, or any other point during the year, or for a specific item of business, if a trustee feels, for financial, business, loyalty or any other reason that they may have a conflict of interest, it is essential that this is declared. If in any doubt, a private conversation with the Chair is appropriate.
4.8 It should be noted that a conflict of interest is not something which should cause embarrassment or needs any sort of defence: it is a fact of life and the important issue is that it is declared. The other trustees then make an informed and balanced judgement as to whether any subsequent action is required whilst still benefiting from that trustee’s expertise.
5.1 In parallel with the performance management review undertaken by all employees, it is intended that a similar process will be undertaken by the board of trustees each year.
5.2 An evaluation toolkit will be used to benchmark the effectiveness of the board as a whole and how it carries out its corporate duties and responsibilities.
5.3 In addition there will be a model of 360 degree review for each trustee, where they will have a chance for self-reflection as well as an opportunity to consider the overall efficiency of working of the board. This process is fundamentally not one of criticism but rather a vehicle to ensure continuous improvement in how the Trust delivers its aims and how each trustee is free to make best use of their gifts, skills and experience.
6.1 The above code should be read alongside the agreed policies and procedures of the Trust, a full list of which appear in trustee area of the cloud drive and a hardcopy of which is given to all new trustees, for reference, as part of the induction programme.
6.2 Trustees are encouraged to explore the Charity Commission’s website, which contains some very helpful and concise guidance on the role of being a trustee (see below).
6.3 The following list gives details of a number of sources of helpful and authoritative documents, which provide fuller guidance and advice. It is well worth skimming what is available for future reference:
The Charity Commission:
In particular these documents :
The essential trustee: what you need to know, what you need to do (CC3)
Charity trustee – what’s involved (CC3a)
The National Council for Voluntary Organisations (of which we are a member)
The Charity Governance Code for Small Charities