New Charity Governance Code – what are the implications for civic societies?

Last year, the Charity Commission consulted on a proposed code of governance. This has now been published and is available on-line at https://www.charitygovernancecode.org/en.

While the new Code is at the moment just guidance, it is based on current legal requirements and recommended practice. It is set out under 7 principles and introduces the notion of ‘apply or explain’ – in other words, charities should apply the code’s principles wherever they can and explain those instances where, for
whatever reason, a charity cannot apply the recommendations of the Code.

Much that is in the Code will be familiar already, this is evolution not revolution, but there are some interesting new recommendations about recruitment and retention of trustees – i.e., your committee members – which will have far-reaching implications for many societies. Not least of these is the recommendation that trustees serve for a maximum of 9 years. 

Now, I’m writing this as someone who has served as a trustee on the committee of Wakefield Civic Society for nearly 28 years and who has been president/chair of the Society for nearly 16 years. On top of that, I have been a trustee of YHACS for coming up for 16 years and chair for nearly 7 years. The
Wakefield Civic Society committee has 5 members who have been in office for over 9 years and the YHACS committee 3. I suspect that many civic societies (and other community groups for that matter) will be in the similar position of having long-serving committee trustees. I wonder what would happen if the 9-
year rule was to be made mandatory?

I’m fairly sure that the Charity Commission is not intending that there should be a mass clear-out of charity stalwarts whose tireless energies and enthusiasm keeps so many small charities running. To mandate that would cause huge problems and possibly lead to the closure of some charities unable to find willing volunteers to take on the vacated roles. However, I can understand the thinking about the new recommendation; indeed, when I advocated changing the YHACS constitution recently to set a six-year time limit on the role of YHACS chair, I had seen the writing on the wall, or at least on various internet pages in which the thinking on charity governance had been widely discussed.

There are benefits and problems associated with having long-serving trustees. Benefits include building experience, local knowledge and contacts – all very  useful facets of being an effective trustee. Problems, on the other hand, are trustees being so-closely identified with the charity and their roles that others perceive trustee selection, particularly for key officer posts, as something of a closed-shop, or done deal. This can be an effective barrier to the recruitment of new trustees – people don’t want to challenge a long-standing post holder for fear of causing upset of embarrassment or because they don’t think the

charity would back a newcomer against an existing and no doubt respected candidate. There’s another problem of allowing someone to serve more or less indefinitely and that is complacency. We’re all so relieved that someone has agreed to serve that we can breathe easy, thankful that the post is filled. While ever there is someone willing to have a go, let them get on with it, don’t rock the boat, etc., etc. The trouble then is that when these long-serving committee members do want to step down, there are no processes in place, or no candidates in waiting, to allow for a transition and the result can be fatal to the survival of the charity. A number of civic societies in our own region have folded in recent years because they cannot find people willing to serve on their committee.

Another problem, of course, is that if your committee is predominantly ‘white, middle class and retired’, there’s a good chance your membership will come from this social group as well. Your committee will mirror your membership and vice versa. The new Charity Code of Governance points us in the direction we need to be thinking about (at section 5.7 on Board [for which read Committee] Effectiveness: 

Overseeing appointments

  • There is a formal, rigorous and transparent procedure to appoint new trustees to the board, which includes advertising vacancies widely. 
  • The search for new trustees is carried out, and appointments or nominations for election are made, on merit, against objective criteria and considering the benefits of diversity. The board regularly looks at what skills it has and needs, and this affects how new trustees are found. Trustees are appointed for an agreed length of time, subject to any applicable constitutional or statutory provisions relating to election and re-election. If a trustee has served for more than nine years, their reappointment is subject to a particularly rigorous review and takes into account the need for progressive refreshing of the board explained in the trustees’ annual report.
  • You can see from this that applying the rule of ‘Buggin’s turn’ won’t wash in future, nor will allowing someone to run and run be acceptable either – there will only be some many occasions that you can explain away why your society failed to find a new chair or trustee and so allowed someone to continue to clock up the mileage. As I said above, this is not yet mandatory, but I do think we all need to start thinking about the implications of the new code and its recommendations. Even if the 9-year rule isn’t yet a requirement, it is probably in the best interests of your charity to act as if the recommendation is likely to become mandatory at some point and to start thinking now about how you can improve the processes for recruitment of trustees. 

You can see from this that applying the rule of ‘Buggin’s turn’ won’t wash in future, nor will allowing someone to run and run be acceptable either – there will only be some many occasions that you can explain away why your society failed to find a new chair or trustee and so allowed someone to continue to clock up the mileage. As I said above, this is not yet mandatory, but I do think we all need to start thinking about the implications of the new code and its recommendations. Even if the 9-year rule isn’t yet a requirement, it is probably in the best interests of your charity to act as if the recommendation is likely to become mandatory at some point and to start thinking now about how you can improve the processes for recruitment of trustees.