What Is Good Practice for Lines of Responsibility on Our Heritage Board?
Understanding governance and lines of responsibility for heritage boards and management teams.
- What is this advice about?
- What are the key points?
- What are the lines of responsibility for boards, management and committees?
- What is the governing document?
- What are the lines of responsibility for management?
- What are the lines of responsibility for committees?
- What is an example of a board's lines of responsibility?
- What is an example of committee lines of responsibility?
What is this advice about?
Our research shows that heritage boards struggle to understand and explain lines of responsibility. This advice is designed to help heritage organisations understand the lines of responsibility for boards and management teams.
The advice forms part of a wider strand of work on heritage board diversity. For more advice in this series, see the 'Inclusive governance boards and diverse trustees' section of the Inclusive Heritage Advice Hub.
What are the key points?
- Governance is about determining the what; management is about determining the how
- When resources and assets are scarce, the lines can blur
- Trustees share ultimate responsibility for decisions that are made
- Your organisation’s governing document sets out the powers and scope of delegation. Refer to it whenever you need clarification
The Charity Commission’s definition of trustees
According to the Charity Commission:
Charity trustees are the people who have overall responsibility for governing the charity. They decide its strategy and direct its management. They may be called trustees, the board, managing trustees, the management committee, governors, directors, or something else. The Charities Act defines them as trustees because of their responsibility.
What are the lines of responsibility for boards, management and committees?
The first step to charity boards understanding delegation is that trustees are required to ‘act in person directly’, meaning that they cannot delegate responsibility and that the board collectively must make any decision that affects the organisation.
While trustees have a duty to make decisions jointly, they usually do not all have to agree or be present. They must, however, share ultimate responsibility for decisions made.
The board sets the organisation’s goals, direction, limitations (meaning the limits of the organisation’s capacity – it should not take on services, projects or activities that it will be unable to deliver or complete), and accountability frameworks.
Governance, therefore, is about determining the what.
Management is about how staff deliver the day-to-day operations to fulfil the organisation’s charitable purposes.
However, the lines can blur when resources and assets are scarce, as they often are in small organisations within the heritage sector. Your board will need to establish its own definitions of responsibility. Trustees should also consider when to take their ‘trustee hat’ off and when to put it back on when they are involved in activities that staff usually undertake.
When it comes to delegation, the board should establish clear and robust reporting procedures. Lines of accountability ensure that any delegated authority is exercised properly.
What is the governing document?
Board members should refer to the governing document to clarify what can and cannot be delegated. The governing document works as a 'rulebook' for your organisation and sets out:
- Your organisation's charitable purposes ('objects')
- What your organisation can and can't do to carry out its purposes ('powers'), such as borrowing money
- Who runs it ('Trustees') and who can be a member
- How meetings are held and how Trustees are appointed
- Any rules about paying Trustees, investments and holding land
- Whether Trustees can change the governing document, including its charitable objects
- How to close the organisation
In addition, 'high risk' and 'novel' decisions should not be delegated. (Trustees will need to set out their own guidelines for what they consider 'high risk' or 'novel' to mean.)
What are the lines of responsibility for management?
Since most charity trustees are unpaid volunteers, they tend to delegate a high degree of authority to the senior executive team to ensure the proper delivery of the organisation’s purposes.
Management can provide the board with useful information and advice, and the CEO (or their equivalent) has a close relationship with the board. While heritage sector boards sometimes task individual trustees, committees, or staff and volunteers to act on their behalf in specific areas, there are some matters they cannot delegate. These exceptions are set out in your organisation’s governing document.
The Charity Governance Code provides guidance on decision-making within large and small charities.
What are the lines of responsibility for committees?
Committees of heritage sector boards enable organisations to give certain areas of operations further attention and scrutiny. Examples include IDE (inclusion, diversity and equality), human resources, and risk and audit.
Committees should have clear terms of reference, including the length of terms members serve on committees, and it should be clear that their recommendations should ultimately feed into board decision-making.
Some organisations have members. The GOV.UK website outlines the additional responsibilities of membership organisations.
What is an example of a board's lines of responsibility?
This is an example of a board with committees, and some of the statutory and non-statutory governance areas it considers.
What is an example of committee lines of responsibility?
This is an example of how an IDE (inclusion, diversity and equality) committee to the board might operate.
Also of interest
