Information Note Charities Governance Code – Reporting on Compliance in 2021
Complex and Non Complex Charities
About the 'Charities Governance Code'
The Charities Governance Code explains the minimum standards you should meet to effectively manage and control your charity.
Good governance involves putting in place systems and processes to ensure that your charity achieves its charitable objectives with integrity and is managed in an effective, efficient, accountable and transparent way.
The Charities Governance Code Training Video
In 2020 the Charities Regulator held remote training sessions of the Charities Governance Code which we've recorded so that you can watch them here. This video covers all six principles. We've outlined below where each principle begins in the video.
Principle 1 - 3:07 Principle 2 - 13:35 Principle 3 - 21:13 Principle 4 - 31:08 Principle 5 - 44:05 Principle 6 - 1:03:08.
Charities Governance Code Toolkit - Guidance Notes and Templates
Charity trustees are responsible for the governance of their charity and should make sure that the six principles of the Charities Governance Code are being applied. In order to assist and provide practical support to charity trustees in their efforts, the Charities Regulator is committed to developing a suite of guidance documents and templates. To download a document, click on the document title below to access it.
Sample Completed Compliance Record Form
Sample Completed Compliance Record Form for Non-Complex Charities
Compliance Record Form
Download the editable Compliance Record Form (WORD doc)
Charity Trustee Duties and Roles
Meetings and Minutes
Planning and Risk
Recruitment and Induction
General note on 'other' legal and regulatory requirements
Questions about the Charities Governance Code
What is the Charities Governance Code?
The Charities Governance Code (PDF file) is made up of -
- six principles of governance, which all charities should apply,
- core standards that we expect all charities to meet when putting the principles into action, and
- additional standards that reflect best practice for charities with high levels of income and/or complex organisational and funding structures and/or a significant number of employees.
We wrote the Code with volunteer-only charities and charities with a small number of paid staff in mind, as this reflects the reality of the charity sector in Ireland where these two groups make up the majority of registered charities.
Additional governance standards have been included, which we expect more complex charities to meet.
For these reasons, the Code is relevant for every charity operating in Ireland.
Who is the Code for?
The Code is for charity trustees. The term ‘charity trustee’ includes:
- committee members;
- council members;
- board members;
- company directors.
By law, charity trustees have individual and joint responsibility for what happens within their charity. This means that if their charity does not meet its legal duties, they are responsible both as individuals and together as a board, committee, council or other core group (referred to in this Code as the ‘board’).
What are the six principles of the Code?
Charity trustees are responsible for the governance of their charity and should make sure that the following governance principles are being applied.
The charity is:
What are the ten steps to comply?
Read the Charities Governance Code (PDF file) (the 'Code') in full.
Decide if your charity is more complex for the purpose of the Code.
For each standard, decide what action or actions you will take to meet that standard in your charity.
State each action next to the relevant standard in the Compliance Record Form (WORD doc).
If any of the standards do not apply to your charity, explain why next to that standard in the Compliance Record Form (WORD doc).
Decide what evidence you can provide for the action or actions that you are taking to meet each standard that applies to your charity.
State the evidence you can provide next to the relevant action in the Compliance Record Form (WORD doc).
Review the Compliance Record Form (WORD doc) and agree it is accurate at a board meeting.
Declare your charity’s compliance (or provide your charity’s reason for not complying) with the Code when submitting your annual report to the Charities Regulator.
Having considered the standards, actions and evidence (Steps 3 to 7) again, complete a fresh Compliance Record Form (WORD doc) at a board meeting every year before reporting on compliance to the Charities Regulator.
Is it mandatory for registered charities to comply with the Charities Governance Code?
The Code operates on a ‘comply or explain’ basis, meaning that charities must comply with the Code or else explain why they have not done so.
Non-compliance with the Code or a particular standard within the Code may be justified in particular circumstances. Explanations should clearly set out your reasons for non-compliance.
What are the benefits of compliance with the Charities Governance Code?
The six principles are linked to the legal duties of charity trustees. The Code specifically aims to help charity trustees to put good governance systems and processes in place which will assist them in meeting their legal duties under charity law.
Compliance with the Code should give confidence to your funders and donors and improve a charity’s ability to raise funding and to attract new board members and volunteers.
Good governance minimises the risk of fraud and other damaging practices and ensures your charity is managed in a way that serves the best interests of the charity and its beneficiaries.
Where do I start?
The Charity Governance Code outlines ten steps to compliance. These can be found on page 11 of the Charities Governance Code.
As a starting point you should do the following:
- Read the Charities Governance Code in full and discuss it at your next charity trustee meeting.
- Develop a plan that allows you to address all six principles within the Code throughout the year.
Are we a complex charity or a non-complex charity for the purpose of the Charities Governance Code?
The Code was purposely written without defining what charities should meet the additional standards. Ultimately, the charity trustees of each organisation are best placed to make the decision regarding what is right for their charity and whether their charity should meet some or all of the additional standards.
Charity trustees may base this decision on indicators such as charity’s income; the number of employees and the complexity of activities such as, working with vulnerable people, operating overseas or having large number of volunteers.
We were fully compliant with the Governance Code for Community, Voluntary and Charitable Organisations, do we need to start all over again?
No. If your charity is currently well governed, the Charities Governance Code may not require you to make any significant changes. However you should consider how you might develop any existing governance standards, your charity already has in place to accommodate the requirements of the Charities Governance Code.
You must complete the Compliance Record Form and declare your compliance with the Code when submitting your annual report to the Charities Regulator.
We are a compliant organisation – what do we need to do now?
You must complete Compliance Record Form indicating the actions that your charity takes to meet each standard in the Charities Governance Code and the evidence that backs is up. You should approve the Compliance Record Form at a board meeting before you report on your compliance to us.
You will be required to declare compliance when submitting your Annual Report. A detailed user guide on how to complete the Charities Governance Code section of the annual Report is available here.
We have completed our compliance record form for 2020 – do we need to submit it to the Charities Regulator?
No, you are not required to submit the compliance record form to the Charities Regulator. You must keep this form as the Charities Regulator could ask you for it at any time. To comply with the Code, you must complete the Compliance Record Form every year.
We have completed our compliance record form – can we publicise our compliance with the Code on our website?
Charities may publicise their compliance with the Code on their website or other social media platforms if they so wish. The Charities Regulator will be monitoring Code compliance and explanations for non-compliance.
Our board meetings are dominated by one or two charity trustees who are refusing to implement or accept the necessary changes? What can we do?
It is not uncommon for a board to find itself being led by one domineering trustee. An external governance specialist can help by offering independent advice based on professional experience.
Some other preventative measures to consider are as follows:
- Setting terms limits;
- Conducting annual board reviews and individual assessments;
- Adopting a code of conduct for charity trustees;
- Ensuring an effective induction process;
- Establishing clear role descriptions.
We are a small charity and regularly meet to discuss day-to-day issues. How many Board meetings should we have a year?
How many meetings is entirely a matter for each charity to decide. As a board you should be meeting as regularly as you need to in order to ensure that:
- all charity trustees involved in the board are able to properly oversee the charity’s activities;
- those managing and working in the charity receive any required approval in a timely manner (by way of decisions made and recorded at Board meetings) to carry out the day-to-day work of the charity.
The number of board meetings that is required will therefore depend on the size, income and structure of the charity.
We are a small charity so the charity trustees discuss all relevant issues at weekly meetings, which would not necessarily be formal board meetings. Will this suffice for the purposes of the Code?
All decisions of the board of charity trustees should be documented so that there is evidence of what decisions are made and when those decisions are made. The fact that matters are discussed by other committees or groups in the charity will not suffice if it cannot be demonstrated, by reference to documented minutes, that the board of charity trustees discussed and agreed a course of action on a particular matter.
How can I get a hard copy of the Charities Governance Code?
There are reference books in all public libraries containing the Charities Governance Code and Toolkit.
We have a limited number of hard copies available for collection from the Charities regulator office. These can requested by email to [email protected].
Standard 1.8 requires charities to consider the advantages and disadvantages of working in partnership with other charities. What does ‘working in partnership’ mean?
Working in partnership can cover a wide range of formal and informal arrangements. A simple informal arrangement may include networking, joint events, shared advertising or campaigning, sharing resources or just sharing ideas and working together for common goals. As the level of collaboration increases, a more formal legal agreement may become necessary. In some cases a decision to work together can lead to a more formal arrangement such as the merger of two or more charities (see our Guidance on Winding Up a Charity). Depending on the nature of any arrangement, professional advice may be required. Care needs to be exercised when sharing information with any other charity that any issues around confidentiality or GDPR are adequately addressed.
When contemplating working in partnership with other charities, you should start by asking what do you intend to achieve. You must properly consider and be satisfied that working in partnership with another organisation:
· will further your charitable purpose;
· will be an appropriate and effective way of using your charity’s resources;
· will be in your charity’s best interests;
· is not prohibited by your charity’s governing document; and
· that you have identified and can deal with any possible risks involved.
Will the Regulator be provide a certificate of registration or a certificate of compliance with the Charities Governance Code that could be displayed with pride in the shop/office/website etc?
The Charities Regulator does not issue a certificate of compliance with the Charities Governance Code. Any charity which declares on its Annual Report that it is in compliance with the Code will have that declaration publicly displayed on the Register of Charities from the date that the Annual Report is filed. Charities may also publicise their compliance with the Code on their website or other social media platforms if they so wish.