The Regulator for Charities in England and Wales
(October 2007)
The Charity Commission
1
(1) The Commission shall consist of a chairman and at least four, but not more than eight, other members.
(2) The members shall be appointed by the Minister.
(3) The Minister shall exercise the power in sub-paragraph (2) so as to secure that—
(a) the knowledge and experience of the members of the Commission (taken together) includes knowledge and experience of the matters mentioned in sub-paragraph (4),
(b) at least two members have a seven year general qualification within the meaning of section 71 of the Courts and Legal Services Act 1990, and
(c) at least one member knows about conditions in Wales and has been appointed following consultation with the National Assembly for Wales.
(4) The matters mentioned in this sub-paragraph are—
(a) the law relating to charities,
(b) charity accounts and the financing of charities, and
(c) the operation and regulation of charities of different sizes and descriptions.
(5) In sub-paragraph (3)(c) “member” does not include the chairman of the Commission.
Terms of appointment and remuneration
2
The members of the Commission shall hold and vacate office as such in accordance with the terms of their respective appointments.
3
(1) An appointment of a person to hold office as a member of the Commission shall be for a term not exceeding three years.
(2) A person holding office as a member of the Commission—
(a) may resign that office by giving notice in writing to the Minister, and
(b) may be removed from office by the Minister on the ground of incapacity or misbehaviour.
(3) Before removing a member of the Commission the Minister shall consult—
(a) the Commission, and
(b) if the member was appointed following consultation with the National Assembly for Wales, the Assembly.
(4) No person may hold office as a member of the Commission for more than ten years in total.
(5) For the purposes of sub-paragraph (4), time spent holding office as a Member of the Charity Commission for England and Wales shall be counted as time spent holding office as a member of the Commission.
4
(1) The Commission shall pay to its members such remuneration, and such other allowances, as may be determined by the Minister.
(2) The Commission shall, if required to do so by the Minister—
(a) pay such pension, allowances or gratuities as may be determined by the Minister to or in respect of a person who is or has been a member of the Commission, or
(b) make such payments as may be so determined towards provision for the payment of a pension, allowances or gratuities to or in respect of such a person.
(3) If the Minister determines that there are special circumstances which make it right for a person ceasing to hold office as a member of the Commission to receive compensation, the Commission shall pay to him a sum by way of compensation of such amount as may be determined by the Minister.
Staff
5
(1) The Commission—
(a) shall appoint a chief executive, and
(b) may appoint such other staff as it may determine.
(2) The terms and conditions of service of persons appointed under sub-paragraph (1) are to be such as the Commission may determine with the approval of the Minister for the Civil Service.
Committees
6
(1) The Commission may establish committees and any committee of the Commission may establish sub-committees.
(2) The members of a committee of the Commission may include persons who are not members of the Commission (and the members of a sub-committee may include persons who are not members of the committee or of the Commission).
Procedure etc
7
(1) The Commission may regulate its own procedure (including quorum).
(2) The validity of anything done by the Commission is not affected by a vacancy among its members or by a defect in the appointment of a member.
Performance of functions
8
Anything authorised or required to be done by the Commission may be done by—
(a) any member or member of staff of the Commission who is authorised for that purpose by the Commission, whether generally or specially;
(b) any committee of the Commission which has been so authorised.
Evidence
9
The Documentary Evidence Act 1868 shall have effect as if—
(a) the Commission were mentioned in the first column of the Schedule to that Act,
(b) any member or member of staff of the Commission authorised to act on behalf of the Commission were specified in the second column of that Schedule in connection with the Commission, and
(c) the regulations referred to in that Act included any document issued by or under the authority of the Commission.
Execution of documents
10
(1) A document is executed by the Commission by the fixing of its common seal to the document.
(2) But the fixing of that seal to a document must be authenticated by the signature of—
(a) any member of the Commission, or
(b) any member of its staff,
who is authorised for the purpose by the Commission.
(3) A document which is expressed (in whatever form of words) to be executed by the Commission and is signed by—
(a) any member of the Commission, or
(b) any member of its staff,
who is authorised for the purpose by the Commission has the same effect as if executed in accordance with sub-paragraphs (1) and (2).
(4) A document executed by the Commission which makes it clear on its face that it is intended to be a deed has effect, upon delivery, as a deed; and it is to be presumed (unless a contrary intention is proved) to be delivered upon its being executed.
(5) In favour of a purchaser a document is to be deemed to have been duly executed by the Commission if it purports to be signed on its behalf by—
(a) any member of the Commission, or
(b) any member of its staff;
and, where it makes it clear on its face that it is intended to be a deed, it is to be deemed to have been delivered upon its being executed.
(6) For the purposes of this paragraph—
“authorised” means authorised whether generally or specially; and
“purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquired an interest in property.
Annual report
11
(1) As soon as practicable after the end of each financial year the Commission shall publish a report on—
(a) the discharge of its functions,
(b) the extent to which, in its opinion, its objectives (see section 1B of this Act) have been met,
(c) the performance of its general duties (see section 1D of this Act), and
(d) the management of its affairs,
during that year.
(2) The Commission shall lay a copy of each such report before Parliament.
(3) In sub-paragraph (1) above, “financial year” means—
(a) the period beginning with the date on which the Commission is established and ending with the next 31st March following that date, and
(b) each successive period of 12 months ending with 31st March.
Annual public meeting
12
(1) The Commission shall hold a public meeting (“the annual meeting”) for the purpose of enabling a report under paragraph 11 above to be considered.
(2) The annual meeting shall be held within the period of three months beginning with the day on which the report is published.
(3) The Commission shall organise the annual meeting so as to allow—
(a) a general discussion of the contents of the report which is being considered, and
(b) a reasonable opportunity for those attending the meeting to put questions to the Commission about matters to which the report relates.
(4) But subject to sub-paragraph (3) above the annual meeting is to be organised and conducted in such a way as the Commission considers appropriate.
(5) The Commission shall—
(a) take such steps as are reasonable in the circumstances to ensure that notice of the annual meeting is given to every registered charity, and
(b) publish notice of the annual meeting in the way appearing to it to be best calculated to bring it to the attention of members of the public.
(6) Each such notice shall—
(a) give details of the time and place at which the meeting is to be held,
(b) set out the proposed agenda for the meeting,
(c) indicate the proposed duration of the meeting, and
(d) give details of the Commission's arrangements for enabling persons to attend.
(7) If the Commission proposes to alter any of the arrangements which have been included in notices given or published under sub-paragraph (5) above it shall—
(a) give reasonable notice of the alteration, and
(b) publish the notice in the way appearing to it to be best calculated to bring it to the attention of registered charities and members of the public.”
Chair
Dame Suzi Leather joined the Charity Commission as Chair in August 2006.
Suzi has a long-standing relationship with the third sector, first volunteering over 20 years ago for Age Concern. The majority of her career has been spent in the consumer movement, working at regional, national and European levels, but her commitment to the third sector has always been apparent through her volunteer work and community projects.
Suzi has broad professional experience and has held nearly 30 public appointments. Most recently she was Chair of the Human Fertilisation and Embryology Authority, and the School Food Trust. Previously Suzi chaired the Exeter and District Community NHS Trust as well as the Health Forum, designed to promote the public health agenda in the local area. She was the first Deputy Chair of the Food Standards Agency and a member of the Royal Society’s Inquiry into Infectious Diseases of Livestock. In the 2006 New Year’s Honours list she was made a Dame of the British Empire.
Suzi has an extensive academic background in political sciences, social work and probation. Her particular interests include food policy, nutrition and poverty, the needs of low-income consumers and the impact of European policies on UK consumers.
Simon Jones joined as a Member of the Commission in July 2007. With his extensive knowledge and experience of the charity sector in Wales, Simon fulfilled the Charities Act 2006 requirement for such knowledge to be represented on the Commission’s Board. Simon is a consultant for the Wales Co-operative Centre where, until 2004, he was Chief Executive. He is a former Chair of the Independent Commission to review the National Assembly for Wales’ Voluntary Sector Scheme. He currently Chairs the Communities First Support Network and has wide media experience, including having been a presenter for Radio Wales.
Sharmila Nebhrajani joined as a Member of the Commission in July 2007. Sharmila is currently Finance Director & Chief Operating Officer – BBC Future Media and Technology, Deputy Chair at the Human Fertility and Embryology Authority, member of the Human Tissue Authority and a member of the Olympic Lottery Distributor. She is also a qualified chartered accountant and a member of the ICAEW.
Dr Andrew Purkis OBE joined as a Member of the Commission in July 2007. Andrew is currently Chief Executive of the Tropical Health and Education Trust and formerly the Chief Executive of the Diana, Princess of Wales Memorial Fund, Secretary for Public Affairs for the Archbishop of Canterbury and National Director for the Council for the Protection of Rural England.
Theo Sowa joined as a Member of the Commission in July 2007. Theo is an independent advisor working on a wide range of international issues with a focus on social development and children and youth issues. Her work includes evaluation, policy and organisational development with UNICEF, UNDP, the Commonwealth Secretariat, the African Women's Development Fund, DfID and the Stephen Lewis Foundation, amongst others.
Simon Wethered joined as a Member of the Commission in July 2007 and is one of the Commission’s two legally-qualified Members. Simon is a legal consultant specialising in charities with Charles Russell LLP and was formerly a partner there. He has 37 years experience as a solicitor, nine specialising in charity work. He is a member of the Charity Law Association, associate member of the Charity Finance Directors' Group and co–editor of Butterworth's Charity Law handbook.
John Williams joined the Charity Commission as a non-executive Commissioner in January 2005. He has a background in advertising, marketing and corporate communications and now works as an independent consultant specialising in reputation management and communications strategy. He is a co-founder and former Chairman of the corporate communications consultancy Fishburn Hedges, having started his career in consumer advertising with J Walter Thompson. He has advised clients ranging from the biggest multinational companies to government departments and agencies, universities and several charities.
John developed a particular interest in corporate social responsibility and also built a practice serving the voluntary sector, covering corporate identity, public relations, fundraising strategy and crisis management. He led the external team that helped transform The Spastics Society into Scope over a five-year period.
He has been a volunteer in the charity sector for some years. John became Chairman of Richmond Theatre Productions, an independent commercial company, in November 2006. John is also Chairman of the governance and leadership think tank, Tomorrow’s Company and a board member of Business in the Community. Until recently, he was Deputy Chair of ChildLine and played a central role in steering its merger with the NSPCC. John is also a former trustee of the Family Welfare Association and a Fellow of the Royal Society of Arts.
John Wood joined the Commission on 1 February 2008 and is one of the two legally-qualified Members of the Commission. John is a consultant with Herbert Smith LLP. He was a partner of the firm for 25 years and headed up its Trust and Charities practice. John is a member of the Charity Law Association and is a founder and committee member of the Association of Contentious Trust and Probate Specialists. He is also an executive member of the Trust Law Committee.
Tess Woodcraft joined the Commission in May 2005. Her two main specialist areas are diversity and equal opportunities, and communications.
She started her career in publishing and went on to be an academic lawyer before starting work in the voluntary sector – first in an advice centre in Nottingham and then as communications officer for Gingerbread, the association for one parent families.
Tess spent some years working on equal opportunities for the trade union NALGO (Unison) and then moved to become a radio and television journalist working on BBC Radio 4 and Channel 4, before returning to the voluntary sector as Chief Executive of Kids Clubs Network (4 Children). After two years as Head of Communication for Islington Council, she co-founded the Centre for Strategy and Communication, a training and consultancy company working with clients in the voluntary, public and housing sectors.
She has been on a number of voluntary and charity boards: New Ways to Work, Children in Need (SE Panel), Maternity Alliance, National Council for One Parent Families, National Children’s Bureau, Liberty and Child Poverty Action Group. Tess was also a member of the Board of the Children’s Play and Recreation Unit (an NDPB) and was formerly a Commissioner on the Equal Opportunities Commission.
Andrew Hind, formerly chief operating officer of the BBC World Service, joined the Charity Commission as its first chief executive in 2004.
Andrew has extensive experience of working with the charity sector. He was a senior executive with ActionAid (1986-1991) and Barnardo's (1992-1995) before moving to the BBC in 1995. Andrew has also served as a trustee of several major charities, including VSO, the UK Committee for UNICEF, the Diana, Princess of Wales Memorial Fund and a number of smaller charities in his local community in North London.
Andrew was co-founder in 1988 of the Charity Finance Directors' Group (CFDG) - an organisation promoting excellence in financial management for charities. He was Chair of CFDG from 1992-1994. He is the author of ‘The Governance and Management of Charities’, and a former judge of the National Charity Awards.
Nick Allaway joined the Commission as Executive Director, Charity Information and Corporate Services early in 2004. Previously he was Director of Finance for six years at the New Opportunities Fund (now the Big Lottery Fund). Nick is responsible for managing the Commission's Finance, Human Resources, IT and Facilities Management services. In earlier careers he worked in various management roles in central government in departments as diverse as Culture, Media and Sport, Cabinet Office and Environment. He is a qualified accountant.
Rosie Chapman is Executive Director of Policy and Effectiveness at the Charity Commission, with responsibility for leading the Commission’s policy developments, its charity effectiveness and partnership work, strategic planning and corporate affairs activities.
Prior to joining the Commission in 2001, Rosie spent six years at the Housing Corporation in a variety of roles culminating as Assistant Director (Regulation Policy). In the past she has worked for New Islington & Hackney Housing Association, acting as company secretary for a number of charitable organisations, and in local government.
Rosie is a Fellow of the Institute of Chartered Secretaries and Administrators, a Fellow of the Royal Society of Arts and a board member of Homes for Haringey.
Kenneth Dibble is Executive Director, Legal and Compliance. Kenneth has responsibility for the provision and overall management of the Commission’s legal services and Compliance and Support function. He also has responsibility for the Commission’s customer services and for its International Programme.
Kenneth has over twenty years experience of charity law and regulation gained with the Commission. His previous career was in banking and insurance.
A barrister by profession, Kenneth is also an Associate of the Chartered Institute of Bankers.
David Locke is Executive Director of Charity Services, with responsibility for the provision and overall management of the Commission’s one-to-one services to charities, including Charity Commission Direct, Registration, Advice and Orders and Large Charities.
David joined the Commission in 2002 as a lawyer before moving to Head of Charity Services in 2005 and his current post in September 2007.
David is a qualified solicitor and prior to working at the Commission, he spent over ten years working in advice centres managing the delivery of services to the public
1.1. In common with other public bodies, the Commission has arrangements under which potential conflicts of interest can be recognised and managed.
1.2. On appointment, in order to preserve their complete independence on all charity matters, the Chair and Chief Executive will relinquish all trusteeships in charities.
1.3. On appointment, Members of the Commission are normally asked to stand down from Chairmanship of charities. It is normal, however, for them to retain existing trusteeships or other roles, and for those whose livelihood involves professional involvement with charities, to continue with it, provided that it is transparent and is not inconsistent with the Commission’s regulatory role.
1.4. Following appointment, Members of the Commission will seek advice from the Chair (and in the case of the Chair from the Chief Executive) before taking on any new role(s) in a charity or other body in which there might be a real or perceived conflict of interest.
1.5. Where a Member of the Commission’s circumstances involve, or might appear to involve, clear potential for a material conflict of interest in his or her official role, he or she will declare them in this register, and, where appropriate, withdraw from related Commission business and discussions.
1.6. All personal or business interests which may, or may be perceived, to influence their judgement, should be declared.
1.7. Members of the Commission will declare on the Register interests of the following kinds:
1.8. Members will also routinely register the following:
"Related body" includes non-charitable subsidiaries of charities, fundraising organisations and any other organisation with significant commercial, pecuniary or comparable interests involving charities.
2.1. It would be impracticable and unnecessary to register all personal involvement of a less direct or more minor kind with charities and related bodies, given the very wide part that charities play in daily life. Members of the Commission declare interests which are relevant, but not sufficiently material to merit inclusion in the Register, as and when they come up in the course of Commission business. The criterion for declaration is whether a reasonable third party might consider that the objectivity of the views of Members of the Commission might be affected. The Chair will remind Members of the Commission at the start of a Board meeting regarding the need to declare any such interests. While declaration will in itself usually be sufficient to manage interests of this kind, the Member of the Commission will consider, in appropriate cases, whether it would be appropriate also to withdraw.
2.2. A record of interests declared in this way, and what action has been taken to manage them, will be kept by the Secretary of the Board.
2.3. Interests suitable to be managed in this way include the following:
3.1. The Register is maintained by the Secretary of the Board and published on the Commission’s website. Each Member amends his or her entry to reflect developments as they occur and formally reviews his or her entry annually at the start of the Financial Year.
3.2. Members of the Commission are advised by the Chair on matters connected with the Register, including this guidance. The Chair is advised as necessary by the Chief Executive and Head of Governance on these matters generally, and if necessary on registration and declaration of his or her own interests.
The Charity Commission for England and Wales is the independent regulator and registrar of charities in England and Wales. Our aim is to provide the best possible regulation of charities in order to increase charities’ efficiency and effectiveness and public confidence and trust in them.
The Charity Commission is committed to giving you the best service we can by:
Providing Good Quality Services
Communicating Effectively
Acting Fairly and Impartially
Evaluating our Service
Our service delivery is based on the Principles of Good Administration (2007) and the Principles for Remedy (2007) published by the Parliamentary and Health Service Ombudsman.
We strive to deliver first class service, but know there may be times when we make a mistake, take too long in handling your case or are simply unable to provide you with the outcome you would like.
If we find that our standard of service has fallen below an acceptable level we will acknowledge this and try to put it right if we can, learn lessons from where we went wrong and make sure that we avoid making the same mistake again.
We are keen to receive comments, feedback and suggestions about any aspect of our work or our service delivery. Hearing from our customers helps us understand what works for you and to concentrate our efforts on improving services.
If you would like to ask questions or provide comments on any aspect of our work please contact us at:
Charity Commission Direct
PO Box 1227
Liverpool
L69 3UG
0845 300 0218
Email
We aim to provide you with an instant response to the points you raise (or within 5 working days for emailed enquiries) wherever possible. We may also refer you on to one of our specialist teams to provide you with a more detailed answer.
If you want to complain we will ensure that your complaint is treated seriously, is handled without bias or discrimination and that your confidentiality is respected.
If you are dissatisfied with the way in which we have dealt with you, you can contact us by letter, email, telephone or fax setting out exactly what you think has gone wrong and what you think we should do to put it right.
Our complaint procedure is available both to customers who have used our services or to those who think they have not received a service we said we would provide. Complaints can be made by advocates or representatives on behalf of customers, but we ask for written confirmation that they have agreed to you acting on their behalf.
This service does not cover complaints about charities. If you have a complaint about a charity you should contact Charity Commission Direct.
In the first instance, we ask you to raise your complaint with us within 3 months of the event or outcome that you are complaining about.
Local Resolution:
We will always try to successfully resolve your complaint within the area of the Commission you were dealing with. In the first instance, someone who has not handled your original case will look fairly and impartially at your concerns. Wherever possible, they will be at a more senior level than the original caseworker. They will look into your complaint and will aim to respond to you within 20 working days, setting out the conclusions from their review and clearly explaining reasons for the outcome.
Customer Service:
If you remain dissatisfied after this, you should contact Charity Commission Direct, marking your correspondence for the attention of the Customer Service Team, within 3 months of getting your final response from the Local Resolution stage of the process.
The Customer Service Team is independent of all other areas of the Commission and will offer you a fair and impartial review of your case. There are two separate ways in which your complaint can be handled:
Following examination of your complaint, or the Outcome Review, we will write telling you clearly the conclusions we have reached and why.
We will assess your case individually. There are no standard or automatic remedies, financial or otherwise. We will consider all relevant factors when deciding on an appropriate remedy and will offer what we believe to be a fair and proportionate solution, taking into account any injustice or hardship you have experienced.
If we find that we have made a mistake, or not dealt with you properly, we will do what we can to put things right. This may involve:
When we notify you of the outcome of a standard of service complaint examination, or the conclusions of the Commission’s Outcome Review Panel, this will be our final response to your complaint.
There is no right of appeal against the Outcome Review Panel’s conclusions nor any further process through which we can consider your concerns.
If you remain dissatisfied with the way in which the Commission has dealt with you once we have completed a standard of service examination or Outcome Review, you can ask the Commission’s Independent Complaint Reviewer (ICR) to look into your complaint.
The ICR is independent of the Commission and is able to look impartially at complaints about the Commission’s administration. The ICR cannot reconsider our decisions, case outcomes or the conclusions of the Outcome Review Panel but can assess whether our service to you was of an acceptable standard. If the ICR upholds your complaint she may make recommendations to redress any shortfalls in our service. Recommendations made by the ICR are generally binding on the Commission, and we will usually implement them. The ICR service is free to Commission customers.
If you wish to complain to the ICR you should do it no later than six months after the Commission’s final response to you.
The ICR can be contacted at:
New Premier House
150 Southampton Row
London WC1B 5AL
020 7278 6251
Email
If at any time you are unhappy with the service you receive from the Commission or the ICR you can ask your MP to refer your case to the PHSO. Please be aware that the Ombudsman generally expects that complainants will first have put their complaint to the Commission and the ICR and may not be able to consider your complaint until these stages have been completed.
Further information is available from:
Parliamentary and Health Service Ombudsman
Millbank Tower
Millbank
London SE1P 4QP
0845 015 4033
Email
If you would like further information about any aspect of our complaints procedure, or need any assistance in making a complaint, please contact Charity Commission Direct using the contact details above.
In the course of its work, the Charity Commission takes a wide range of decisions. Those decisions range from whether or not to register an organisation as a charity, through decisions made in the course of providing advice, guidance and support to charitable organisations in England and Wales, to decisions about how we deal with cases of suspected abuse or maladministration.
When we take decisions we take a lot of trouble to make sure that we get them right and that any decision is in the interests of the particular organisation involved. We do recognise, however, that from time to time a customer may consider that we have not taken the correct decision and this is where our procedures to review decisions come in. The aim of the Decision Review is to ensure that the Commission’s final decision is the right one, in the sense that it is a proper exercise of our powers and consistent with our statutory objectives . We also check that the reasons for our decisions have been adequately expressed.
The Decision Review procedures only become available when you have received a letter from a case officer which states that the letter sets out the decision. The review procedures are only for decisions made by the Commission and cannot be used to consider decisions made by charities.
The Decision Review process is a one stage process, and will usually be conducted within a maximum of 3 months. The process is managed by Legal Services and co-ordinated by the Decision Review and Charity Tribunal Team (the DRT team). The decision you receive following the decision review process is the Commission’s final decision. If you remain dissatisfied, the next step will usually be the Charity Tribunal.
This guidance sets out the basic framework within which we are prepared to review decisions. A more detailed explanation of our procedures is available in OG94 - Decision Review under the Publications & Guidance section of our website.
Broadly, any person or organisation who is able to show that:
If you are unhappy with a decision we have taken, you can ask us if we will review it. By “decision” we generally mean those decisions taken within our statutory powers. These include decisions to register charities, or to improve the efficiency of a charity, or to check an abuse.
Under section 89 of the Charities Act 1993, where an order was made by mistake, or due to misrepresentation, or was not otherwise in accordance with the Act, the order may be set aside. We also have power to vary or revoke an order by replacing it with another order. All the decisions listed in schedule 1C of the Charities Act 1993 (as inserted by schedule 4 of the Charities Act 2006 are eligible for Decision Review.
Decisions made under the Freedom of Information Act to withhold information from disclosure can also be reviewed using the Decision review procedure.
If your complaint is about the outcome of your case (ie a case-working judgement or decision that is not made under our statutory powers) we may be able to offer a formal outcome review.
We will accept requests for a Decision Review up to a maximum of 3 months after the original decision. The 3 months will be calculated from the date on which you receive written notification of the original decision. You will be deemed to have received written notification on the day after the letter enclosing the decision was sent or the same day if the decision was sent by email.
In exceptional circumstances and where we think it’s fair to do so, we will accept requests for a decision to be reconsidered outside the 3 month time limit. We would need to be told the reason for the delay and why it was considered that we should accept the request outside the time limit.
We will only be able to conduct a Decision Review if you supply us with:
Please note also that we will decline to carry out a Decision Review if we consider that:
Charity Commission Direct is the single point of contact for all enquiries and requests for services coming into the Commission. Please follow the link below for further information.
Charity Commission Direct (PDF 319KB)
You can make initial contact by telephone, but will need to follow this up by a formal request in writing within three months of the date of the letter containing our final decision if you wish to request us to carry out a review. Whilst you are not obliged to do so, you may find it helpful to ask us to conduct a review by using the form below.
You may complete this form on-line.
If you are not completing the form on-line, please print off the PDF version of the form and return to the appropriate postal address or fax number. We will regard a returned form by email, letter or fax as sufficient formal notification of your request for a review.
If you are not satisfied with the Commission’s final decision you may be able to appeal or make an application for review to the Charity Tribunal. Schedule 1C of the Charities Act 1993 sets out for each type of decision who is eligible to request an appeal or apply for a review .
The Charity Tribunal is part of the Tribunals Service, an executive agency of the Ministry of Justice. It is independent of the Charity Commission and provides an independent route of appeal for charities which have exhausted the Commission’s Decision Review process.
The Charity Tribunal can be contacted as follows:
Arnhem House
Tribunals Operational Support Centre
PO Box 6987
Leicester
LE1 6LR
Telephone: 0845 600 877
Fax: 0116 249 4253
Email
1.1. A number of decisions are reserved to the Board in line with its responsibilities for:
1.2. The majority of operational decisions are delegated to the Chief Executive, in line with his responsibilities for managing the Commission in accordance with the strategic, planning and budgetary parameters, and risk management strategy approved by the Board.
1.3. The Commission’s quasi judicial powers are delegated by the Board through the Chief Executive to the Executive team and staff designated as duly authorised members of staff of the Charity Commission (in accordance with current statute).
2.1. There are some issues on which the Board seeks early warning or dialogue, or, on which the Executive may seek the Board’s steer and/or input.
2.2. An agreed approach to risk assessment and management is used to identify issues/cases that require early flagging and possible escalation to the Board i.e. where there is a potential for high risk and/or high impact.
2.3. Escalation will apply to issues/cases involving potential:
2.4. Escalation ensures that the Board is made aware of issues of high risk/ high impact, and enables it to be kept informed, explore issues with the Executive and exercise discretion as to whether or not it may need to formally approve decisions/action.
2.5. This process may also help to identify any policy issues arising from new, difficult or contentious decisions i.e. the outcome of some decision reviews may precipitate a review of Commission policy.
2.6. The extent to which the Executive will need to continue to flag/refer issues to Members of the Commission will be reviewed and may evolve over time as the new governance arrangements become better established.
Table 1 outlines:
|
SUBJECT |
RESERVED TO THE BOARD |
DELEGATED TO/ |
|
Corporate Governance |
Consideration and approval of the Corporate Governance framework, including Principles of Good Governance, Memorandum of Understanding, Delegated Powers, Standing Orders and Prime Financial Policies. |
Responsibility for all matters of organisational structure below the level of CEO. |
|
Strategy |
Determining the overall strategic direction of the Commission. Consideration and approval of the Commission’s Strategic Plan. |
Preparation of the Commission’s Strategic Plan for consideration and approval of the Board, ensuring early consultation with the Board. |
|
|
Consideration and approval of formal strategic partnerships with other organisations |
Recommendations to the Board for formal strategic partnerships with other organisations. |
|
Functions, powers and discretions |
Strategic principles governing operational policy relating to the exercise of Commission function, powers and discretions. |
Responsibility for exercise of all Commission legal and administrative powers and discretions in furtherance of statutory functions, subject to escalating any high risk/high impact issues in line with the risk management strategy. |
|
Corporate Plans & Budget |
Consideration and approval of the Commission’s Corporate Plans and Annual Budgets. |
Preparation of Corporate Plans and Annual Budgets in line with the Commission’s Strategic Plan, ensuring early consultation with the Board. |
|
|
Variations to the approved budget where the variation would have a significant impact on the overall approved levels of income and expenditure. |
Variations to the approved budget where the variation would not have a significant impact on the overall approved levels of income and expenditure. A financial variation shall be treated as significant if it involves incurring one-off expenditure of £1m or more or recurring expenditure of £250,000 or more per annum of the total budget or £500,000 for any one division. |
|
Annual Report & Accounts |
Approval of Annual Report and accounts, in conjunction with the Accounting Officer. |
Drawing up Annual Report for Board approval. |
|
Performance Management |
Determination and approval of arrangements for performance management and consideration of regular monitoring reports. |
To keep the Board informed of progress in achieving performance objectives and to advise of any significant variance from the approved Operating Plans and Budget. |
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To keep the Board informed of any significant issues in the operation of the Commission. |
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Risk Management |
Approval of the Commission’s Risk Management Strategy and consideration of reports of the Audit Committee, in conjunction with the Accounting Officer. |
As CEO and Accounting Officer, to maintain the system of internal control and assurance framework within the Commission and to provide the Board and Audit Committee with assurance on its ongoing effectiveness.
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HR Issues |
Appointment of the Chief Executive |
The structure of the Management Team, subject to Board approval. |
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Approval of significant changes to overall HR strategy and policy, including staff terms and conditions of employment. |
All appointments and other HR issues. |
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The Civil Service Pay Committee will carry full delegated Authority of the Board for determining the remuneration of the Chief Executive, and senior civil servants, subject to a full report from the Committee to the full Board at least annually. |
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Significant Publications |
Approve the programme of Significant Publications. |
Identify Significant Publications and propose a full programme of reports and other publications. |
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Approval, in good time before publication, in the case of Significant Publications, of the executive summary including the report’s key messages, and the plan for the report’s communication and implementation. |
Responsibility for carrying out work relating to Significant Publications in accordance with the Board’s initial approval. |
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Audit Issues |
The Audit Committee will carry full delegated authority for:
subject to a full report from the Audit Committee to the full Board at least annually |
Responsibility for management of relationships with internal and external auditors. |
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Communication Issues |
Approval of communication plans in relation to matters of major public, political or reputational significance. |
The Chief Executive and then Chair should sign-off all press releases and other statements where the statement is on a matter of major public, political or reputational significance. |
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Identifications of significant issues to be considered by the Board. |
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Commission Administration |
The cycle of Board meetings, the composition of Board agendas and approval of minutes of Board meetings. |
Ensure the Board can function properly through provision of an effective Board Secretariat. |
Preamble
1. Citation and Interpretation
2. Statutory Framework
3. The Board
4. Meetings and proceedings of the Board
5. Meetings and proceedings of Committees
The Charity Commission for England and Wales, in the exercise of powers under paragraph 7(1) of Schedule 1A to the Charities Act 1993 (“the Act”) as amended by the Charities Act 2006 (“the 2006 Act”) makes these Standing Orders to regulate the procedure of the Board and its Committees. Schedule 1A to the Act is at Appendix A.
1.1 Any expression to which a meaning is given in the Act or Regulations or Orders made under it shall have the same meaning in these Standing Orders, unless the context otherwise requires and in addition:
“Board” means the Members of the Commission acting collectively
“Commission” means the Charity Commission for England and Wales.
“Chair” is the person appointed by the Minister to chair the Commission.
“Chief Executive” means the person appointed by the Charity Commission as the Chief Executive of the Charity Commission.
“Committee” means a Committee appointed by the Board.
“Committee Chair” means the Chair of a Committee.
“Committee Member” means a member of the Committee whether or not he or she is also a Member of the Commission.
“Minister” means the Minister for the Third Sector
“Directors” means Directors appointed by the Charity Commission.
“Secretary” means a person appointed by the Commission as Secretary to the Board.
1.2 All generalised reference to the male gender should read as equally applicable to the female gender, and vice-versa
1.3 In these Standing Orders, unless the contrary intention appears, words in singular include the plural and words in the plural include the singular.
2.1 The Members of the Commission are appointed by the Minister. There must be at least four and no more than eight Members in addition to the Chair. The Minister is responsible for ensuring that at least two Members have a seven year general qualification within the meaning of section 71 of the Courts and Legal Services Act 1990, at least one Member knows about conditions in Wales and has been appointed following consultation with the National Assembly for Wales, and that the knowledge and experience of Members includes knowledge and experience of the law relating to charities, charity accounts and the financing of charities and the operation and regulation of charities of different sizes and descriptions. The constitution and proceedings of the Commission are governed by section 1A of, and Schedule 1A to, the Act .
2.2. The functions of the Commission are set out in the the Act, which confers the powers and duties necessary for the corporate Commission to carry out its functions.
2.3. Under the Act, the Commission has the general function of promoting the effective use of charitable resources by:
2.4. The principal office of the Commission is Harmsworth House, 13-15 Bouverie Street, London, EC4Y 8DP.
3.1
The Members of the Commission act collectively as a Board. They share responsibility for the strategy and future direction of the Commission and the effective and efficient delivery of its plans and functions. They are responsible for:
4.1 Meetings of the Board
4.1.1 Subject to article (4.1.2) below, the Board shall hold meetings at such regular intervals as may be determined by the Members of the Commission.
4.1.2 The Board shall determine the time and place of the meetings to be held under article (4.1).
4.2 Special meetings of the Board
4.2.1 Without prejudice to article (4.1), where article (4.3.2) applies or in the event of urgency, the Chair may determine to hold a meeting to be known as a special meeting at such time and place as he or she may determine.
4.3 Power to call meetings
4.3.1 Where, in the opinion of the Chair, an urgent matter has arisen, the Chair may call a meeting of the Board at any time.
4.3.2 Where two or more Members of the Commission submit a signed request for a meeting to the Chair, the Chair shall call a meeting in accordance with article (4.3.3).
4.3.3 Where article (4.3.2) applies, the Chair shall, as soon as practicable but no later than 7 days from the date the request was submitted, arrange for the meeting to be held within 28 days from the date the request mentioned in article (4.3.2) was submitted.
4.4 Notice of meeting
4.4.1 Before any meeting, the Secretary shall send a notice of the meeting to each Member of the Commission.
4.4.2 The notice of the meeting shall be sent by first class post or delivered-
a) to the usual place of residence of the Member; or
b) to such other address, including email, as may be specified in writing by the Member at least three clear days before the meeting.
4.4.3 The notice of the meeting shall be accompanied by the agenda and the minutes of the previous meeting.
4.4.4 An accidental omission to send or deliver notice of meeting to any Member under this article shall not invalidate the proceedings of a meeting.
4.5 Chairing of meetings
4.5.1 Subject to articles (4.5.2) to (4.5.4), the procedure at meetings shall be determined by the Chair presiding at the meeting.
4.5.2 The Chair shall, if present, preside at all meetings.
4.5.3 In the absence of the Chair, the Members of the Commission will agree one of their number to preside.
4.5.4 In the absence of the Chair or agreement on a Member of the Commission to preside, the longest serving Member present shall preside.
4.6 Resolutions
4.6.1 Decisions of the Board shall be taken by resolution and recorded in the minutes of the meeting at which such resolution is passed.
4.6.2 Without prejudice to the provisions of this article, unless a ballot is demanded under article (4.6.7), a declaration by the presiding Chair at the meeting that a resolution has or has not been carried, and entered in the minutes of a meeting, shall be conclusive.
4.6.3 Subject to article (4.6.9), every Member of the Commission shall have one vote.
4.6.4 Any Member of the Commission is entitled to call for a vote.
4.6.5 Where a decision of the Board requires to be voted upon it shall be determined by a majority of the votes of the Members of the Commission present and voting on the question.
4.6.6 Voting shall be decided on a show of hands unless before, or on the declaration of the result of, a show of hands, a ballot is duly demanded.
4.6.7 Any Member of the Commission may request his or her vote or abstention to be recorded in the minutes.
4.6.8 A single Member of the Commission may demand a ballot.
4.6.9 Where a ballot is held it shall be held in secret.
4.6.10 Where the votes are equal on any resolution or question, the presiding Chair shall have a second or casting vote.
4.7. Quorum of the Board
4.7.1. The quorum for a Board meeting depends on the total number of serving Members of the Commission:
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Total number of serving Members of the Commission |
Quorum |
| Four or five | Three |
| Six or seven | Four |
| Eight or nine | Five |
In each case, to achieve quorum, at least one Member attending must be a person having a legal qualification such as mentioned in paragraph 1(3)(b) of Schedule 1A of the Act.
4.7.2. Where a Board meeting:
(a) is not quorate under article (4.7.1) within half an hour from the time appointed for the meeting; or
(b) becomes inquorate during the course of the meeting;
the meeting shall be adjourned to such time, place and date as may be determined by the members present.
4.8. Minutes of the Board
4.8.1. The Secretary to the Board shall be appointed by the Chair and with the approval of the Chair shall appoint such staff as he or she deems appropriate to assist him as assistant secretaries.
4.8.2. In this article the Secretary includes any assistant secretaries appointed by the Secretary.
4.8.3. The Secretary shall record the minutes of every meeting.
4.8.4. The record of the minutes shall be submitted to the Board at its next meeting for the agreement, confirmation or otherwise of the members and signed by the presiding Chair.
4.8.5. The record of the minutes shall include:
4.9. Appointment of Committees
4.9.1. The Board may establish a Committee for any purpose within its functions and the Act, and shall determine the powers and functions of any such Committee.
4.9.2. The Board shall appoint members of the Committees; and the composition of any such Committees may include persons who are not Members of the Commission.
4.9.3. The Board shall appoint, for every Committee, its Chair.
4.9.4. The Board shall keep under review, the structure and scope of activities of each Committee.
4.9.5. The Board shall, with such variation as it considers appropriate, set out the Terms of Reference for each Committee.
4.9.A. Appointment of Decision Review Panel or Decision Panel.
4.9.A.1. The Chair is authorised by the Board to nominate one or more members of the Commission who will review any decision of the Commission made by an authorised member of staff or make any decision of the Commission, whenever she considers it appropriate to do so. The nomination will take effect for a particular decision review or decision and for the period of time necessary to complete the review or make the decision.
4.9.A.2. The decision of the member or members in respect of the decision review or decision shall be binding on the Commission.
4.10. Registration and Declaration of Interests.
4.10.1. Every Member of the Commission shall, abide by the provisions of the policy on Registration and Declaration of Interests.
4.11. Variation or Suspension of Standing Orders.
4.11.1. These Standing Orders shall not be amended, revoked or replaced except by a resolution passed at a meeting at which at least two-thirds of the total number of Members of the Commission are present.
5.1. First Meeting of Committees
5.1.1. The first meeting of a Committee established by the Board under article (4.9.1) shall be held on such a day and at such a time as may be determined by the Committee Chair appointed under article (4.9.3) and he shall make such arrangements as he considers appropriate for the holding of the meeting.
5.2. Meetings of a Committee
5.2.1. Subject to article (5.3) and such indicative schedule of meetings as may be specified by the Board, a Committee shall hold meetings at such intervals as may be determined by the members of the Committee.
5.2.2. The Committee shall determine the time and place of the meetings to be held under article (5.2.1).
5.3. Special Meetings of a Committee
5.3.1. Without prejudice to article (5.2), in the event of urgency, the Committee Chair may determine to hold a meeting to be known as special meeting at such time and place as he may determine.
5.4. Notice of Meeting.
5.4.1. Before any meeting, the Secretariat shall send a notice of the meeting to each member of the Committee.
5.4.2. The notice of the meeting shall – be sent by first class post, or delivered –
(a) to the usual place of residence of the Committee member; or
(b) to such other address, including email, as may be specified in writing by the Committee member at least three clear days before the meeting
5.4.3. The notice of the meeting shall –
(a) be accompanied by the agenda and the minutes of the previous meeting; and
(b) be signed by the Committee Chair or such person as may be authorised by the Committee Chair.
5.4.4. An accidental omission to send or deliver notice of meeting to any member of the Committee under this article shall not invalidate the proceedings of a meeting.
5.4.5. Subject to article (5.4.6), a Member of the Commission may attend and speak, with the permission of the Committee Chair , at any meeting of a Committee.
5.4.6. A Member of the Commission who is not a member of the Committee shall not vote on any matter before the Committee.
5.5. Chairing of Meetings.
5.5.1. Subject to articles (5.5.2) to (5.5.3), the procedure at meetings shall be determined by the Committee Chair presiding at the meeting.
5.5.2. The Committee Chair shall, if present, preside at all meetings.
5.5.3. In the absence of the Committee Chair, a Member of the Commission who is also a member of the Committee or a Member of the Commission nominated by the Committee Chair shall preside.
5.6. Decisions of Committees.
5.6.1. Decisions of a Committee shall be taken by resolution and recorded in the minutes of the meeting at which such resolution is passed.
5.6.2. Without prejudice to the provisions of this article, unless a ballot is demanded under article (5.6.8), a declaration by the presiding Committee Chair at the meeting that a resolution has or has not been carried, and entered in the minutes of the meeting, shall be conclusive.
5.6.3. Subject to article (5.6.10), every member shall have one vote.
5.6.4. Any member is entitled to call for a vote.
5.6.5. Where a decision of the Committee requires to be voted upon it shall be determined by a majority of the votes of the members present and voting on the question.
5.6.6. Voting shall be decided on a show of hands unless before, or on the declaration of the result of, a show of hands, a ballot is duly demanded.
5.6.7. Any member may request his or her vote or abstention to be recorded in the minutes.
5.6.8. A single member may demand a ballot.
5.6.9. Where a ballot is held it shall be secret.
5.6.10. Where the votes are equal on any resolution or question, the presiding Committee Chair shall have a second or casting vote.
5.7. Quorum of Committees
5.7.1. The quorum for a Committee meeting shall consist of one half of the total membership of the Committee of which, at least, one Member of the Commission is present.
5.7.2. Where a Committee meeting –
(a) is not quorate under article (5.7.1) within one half hour from the time appointed for the meeting; or
(b) becomes inquorate during the course of the meeting.
the Committee members present may determine to adjourn the meeting to such time, place and date as may be determined by the members present.
5.8. Minutes of Committees
5.8.1. There shall be a Secretary to every Committee who shall be –
(a) appointed by the Chief Executive; and
(b) deemed to be an assistant secretary to the Board appointed by the Secretary to the Board under article (4.8.1).
5.8.2. The Chief Executive may also appoint deputy secretaries to the Committees who shall act in the absence of the Secretary appointed under article (5.8.1); and for the purposes of this article any reference to the Secretary shall include a deputy secretary.
5.8.3. The Secretary shall record the minutes of every meeting of a Committee.
5.8.4. The record of the minutes shall be submitted to the Committee at its next meeting for agreement, confirmation or otherwise of the members and signed by the presiding Committee Chair.
5.8.5. The record of the minutes shall include –
(a) the names of –
(i) every member present; and
(ii) any apologies tendered by an absent member of the Committee
(b) the withdrawal from a meeting of any member on account of a conflict of interest; and
(c) any declaration of interest.
5.8.6. The record of minutes shall be circulated to the Board.
5.9. Prohibition on Delegation of a Committee’s Function
5.9.1. A Committee shall not delegate its functions unless authorised by the Board in the Committee’s Terms of Reference.
5.10. Registration and Declaration of Interests
5.10.1. Every member of the Committee shall abide by the policy on Registration and Declaration of Interests.
The Board has established an Audit Committee to support it, and specifically the Chief Executive as Accounting Officer, in his responsibilities for ensuring the adequacy of risk management, internal controls, efficient and effective use of public funds and financial governance arrangements within the Commission. The Audit Committee is a Committee of the Commission.
2.1. The Audit Committee will have not less than three members of whom at least two will be Members of the Commission. One of these members shall be suitably qualified and experienced in terms of financial management and reporting. At least one member will be an independent external member appointed by the Board.
2.2. Members will be appointed to the Committee by the Board, with due regard for the need for understanding of the organisation’s objectives, structure and culture, and other legislative and accountability contexts within which the Commission operates. The Audit Committee will corporately possess knowledge and skills in accounting, risk management, audit, financial governance and technical issues relevant to the business and strategic management of the Commission.
2.3. The Chair will be a Member of the Commission and will be appointed by the Board.
3.1. The Audit Committee will meet at least three times a year.
3.2. A quorum for each meeting will be two members. The Chair of the Commission may nominate alternate delegates if one of the members cannot attend a meeting.
3.3. Audit Committee meetings will be normally be attended by:
3.4. The Audit Committee Chair may ask any other officials of the Commission to attend to assist it with its discussions on any particular matter.
3.5. The Audit Committee may ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussion of particular matters.
4.1 The Audit Committee Chair will formally report back in writing to the Board after each meeting. This will usually be done by submitting a copy of the minutes highlighting any significant matters which the Committee considers should be drawn to the Board’s attention.
4.2 The Chair will provide an annual report to the Board, timed to support the Board’s consideration of the draft Respource Accounts and Statement on Internal Control.
5.1. The Audit Committee will be responsible for reviewing:
5.2. To achieve this, the Audit Committee will be provided with:
The role of the Civil Service Pay Committee (CSPC) will be to:
Membership
The CS Pay Committee members will be the Chief Executive and two members of the Commission (one having a legal qualification). The Head of HR will also attend the Pay Committee meeting in an advisory role.
Meetings
The CS Pay Committee will meet at least once a year.
The Board acts collectively in making decisions and delegates correspondence through the Chief Executive to the Executive Team and staff to ensure effective operation of the Commission. Correspondence to the Commission is normally allocated to the appropriate executive staff in the business to deal with.
The Board are kept fully aware of any potentially high risk or high profile cases. These and other cases may attract higher levels of correspondence addressed directly to individual Members of the Commission, possibly seeking their intervention in any particular case. Such correspondence should be referred to the appropriate Director and dealt with routinely at the appropriate level within the Commission in accordance with agreed practice and procedures. It is imperative to ensure that the integrity of case conduct is preserved and no impression is given that correspondence direct with individual Members of the Commission can bypass established procedures.
All decisions made by Commission staff are made in the name of the Commission, and therefore the Members of the Commission have a legitimate interest in any or all of them. In view of this, the Members of the Commission may exceptionally and in appropriate cases, at their discretion, decide collectively to:
Although it is exceptional, any decisions by Members of the Commission to involve themselves in a case in this way are recorded formally.
Members of the Commission can also be asked formally to review a decision taken on their behalf. The laid-down procedures for such ‘decision reviews’ can be found in our operational guidance OG94.
Members of the Commission must be open and fair in their dealings with stakeholders and, when engaging with stakeholders in a personal capacity, they must take care that their actions do not compromise or conflict with their role as Members of the Charity Commission and senior public officials.