Governance

MAIN DUTIES AND RESPONSIBILITIES FOR ALL TRUSTEES

Although we usually refer to “Trustees”, they are also sometimes called Directors. The legal structure of the charity is that of a company limited by guarantee and the Trustees are the Directors of that Company.

Each individual member of the trustee board has a responsibility to contribute to the discharging of the duties of the Board. They can do this by:

(a) maintaining an awareness of the business

(b) taking responsibility for their own learning and development

(c) regularly attending, preparing for and taking a full part in meetings

(d) actively contributing to setting policy and strategic direction, defining goals, setting targets and evaluating performance

(e) assessing whether the service complies with its governing document, whether it meets Citizens Advice national standards and how well the advice needs of the local community are being met

(f) assessing the financial position with the aim of ensuring that the organisation operates within its means and objects, and that there are clear lines of accountability for day-to-day financial management

(g) supporting development through participation in agreed projects

(h) actively seeking to further the organisation’s strategic objectives and acting in its best interests at all times

(i) maintaining confidentiality about any sensitive or confidential information received in the course of duties as a trustee.

Personal skills and qualities for all trustees

Each individual member of the trustee board brings skills and qualities to the board. They add to the collective knowledge and experience by providing:

(a) commitment and availability to attend trustee board meetings

(b) effective communication skills and willingness to participate actively in discussion

(c) willingness to gain knowledge of local needs and resources

(d) commitment to the aims, principles and policies of the Citizens Advice service, including those relating to equal opportunities, independence, and research and campaigns

(e) willingness and ability to act in the best interests of the board and organisation

(f) ability to understand and accept their responsibilities and liabilities as trustees and employers

(g) willingness to participate in democratic process which develops Citizens Advice policies by area and nationally

(h) numeracy to the extent required to understand accounts with the support of a treasurer

(i) willingness and ability to learn, and to develop and examine their own attitudes

(j) ability to think creatively and strategically, and exercise good, independent judgement

(k) ability to work effectively as a member of a team.

Executive Committee Terms of Reference (Revised July 2023)

1. The Executive Committee shall be appointed at the annual meeting of the Board. The members shall include the Chair, Vice-Chair and Treasurer but may also include other members.
2. Meetings of the Executive Committee shall be planned following the annual meeting of the Board. There will usually be eight meetings per year, four to plan the agenda of the quarterly meetings of the Trustee Board and four between board meetings for a more strategic discussion.
3. The quorum shall be two. The meetings will be serviced by the Chief Executive or a member of staff designated by the Chief Executive. Other members of staff will attend at the invitation of the Chief Executive, by agreement with the Chair.
4. Notes of the Executive Committee meetings shall be drafted by the Chief Executive and approved by the Chair.
   1. The Executive Committee shall be responsible for:
      1. Taking part in the management of the affairs of the organisation
      2. Deciding on the agenda of Trustee Board meetings together with the information which should be presented for board consideration
      3. Maintaining an oversight of the Chief Executive and staff of the charity
      4. Liaising with the Staff and Volunteer representatives in conjunction with any other trustee(s) co-opted for this purpose
      5. Checking that decisions taken at meetings are being implemented
      6. Ensuring that the charity plans for the recruitment and turnover of paid staff and volunteers.
      7. Carrying out functions specified in the Financial Procedures
      8. Recommending an appropriate reserves policy to the Board
   2. Most decisions by the Executive Committee are in the form of recommendations to the Chief Executive regarding the drafting of papers for Board meetings and therefore do not need to be formally reported to the Board. Insofar as the Executive Committee makes formal decisions under its own delegated authority, these decisions will be reported to the Board usually in the form of a written report from the Chair.

STAFFING PANEL 

The Staffing Panel consist of the Chair plus two other trustees appointed by the Chair. It is responsible for:

1. The initiation and management of the recruitment of a Chief Executive including making recommendations to the board on the appointment
2. Dealing with appeals against dismissals and on volunteer complaints and employee grievances as specified in the relevant policies
3. Considering concerns raised by staff and volunteers under the Whistleblowing Policy
4. Other appointments as specified by the Board.

In certain circumstances a separate three-member panel will be required to hear appeals. The membership of the Appeals Panel will also be determined by the Chair but will not include any members involved in the original case.

CHAIR OF THE TRUSTEE BOARD

Main duties and responsibilities

1. Ensuring that board decisions are made within the remit of the governing document and the policies of Citizens Advice
2. Planning the annual cycle of board meetings, and chairing and facilitating these to ensure their smooth running
3. Developing membership of the trustee board to ensure that it contains the diverse range of skills, experience and knowledge needed to operate effectively, with due consideration for community representation
4. Ensuring that successors for key posts – treasurer, chair etc. – are identified and inducted in good time
5. Ensuring that trustees receive induction and adequate training to enable them to fulfil their roles
6. Monitoring the calibre, level of commitment and attendance of all trustees
7. Ensuring that the board reviews its own work and how effectively it operates; making sure to take any corrective action required
8. Ensuring that the board is able to seek the views of all sections of the community served by the bureau
9. Ensuring that the board reviews the work of the bureau.
10. Liaising with the Chief Executive to keep an overview of the charity’s affairs
11. Providing or arranging for support and supervision for the Chief Executive , including annual appraisal
12. In conjunction with the treasurer, ensuring proper management and control of the charity’s finances
13. Representing the charity in the community and at public events
14. Representing the charity in relationships with funders and negotiating for funds for staffing, premises or equipment

Personal skills and qualities

1. leadership skills
2. experience of chairing meetings and committee work
3. facilitation skills
4. tact and diplomacy
5. excellent communication and interpersonal skills
6. impartiality, fairness and the ability to respect confidences.

It is desirable for the chair to have knowledge of the type of work undertaken by the charity and a commitment to keeping ahead of the changes in the organisation that take place.

TREASURER

The treasurer is an officer of the Trustee Board and not a paid worker. The role of the treasurer is to ensure that all the finances and the supporting financial control systems are kept in order. The treasurer is not the bookkeeper. She or he does not hold or maintain the financial records nor is she or he the sole custodian of the cheque book. The treasurer must delegate day-to-day financial management to the Chief Executive.

Main duties and responsibilities

These duties and qualities are in addition to the general trustee role profile above.

1. Guiding and advising the board in the approval of budgets, accounts and financial statements, within a relevant financial policy framework
2. Keeping the board informed about its financial duties and responsibilities
3. Advising on the financial implications of the charity’s strategic plans and key assumptions in the operational plan and annual budget
4. Assisting board members to develop a clear understanding of the accounts presented at meetings and the implications that they reveal
5. Understanding the accounting procedures and key internal controls to be able to assure the board that the charity’s financial integrity is sound
6. Working with the Chief Executive to produce a realistic budget which meets the bureau’s needs
7. Monitoring the charity ‘s income and expenditure position, and presenting reports to the board at least quarterly, in a format accessible to the board members
8. Holding the Chief Executive to account for ensuring that full financial records are kept for all transactions, and that proper financial procedures and controls are in place to safeguard the charity’s resources
9. Holding the Chief Executive to account for ensuring that money received is only spent on the purposes for which it was given, and, where required, ensuring that reports and accounts demonstrating this are submitted to funders
10. Liaising with the Chief Executive to ensure that accounts are prepared at year-end in compliance with the SORP Accounting for Charities and are audited or independently examined, as required by the Charity Commission
11. Holding the Chief Executive to account for ensuring that annual accounts are submitted to the Charity Commission and/or Registrar of Companies, within the deadlines set
12. Presenting the accounts at the AGM and drawing attention to important points in a coherent and understandable way
13. Liaising with the Chief Executive about financial matters
14. Playing a key role in planning a clear fundraising strategy to raise money for future activities and developments

Personal skills and qualities

1. financial qualifications or experience
2. some experience or knowledge of charity finance, fundraising and pension schemes
3. the skills to analyse proposals and examine their financial consequences
4. preparedness to make unpopular recommendations to the board
5. willingness to be available to staff to provide advice and guidance on financial matters.

VICE-CHAIR  OF THE TRUSTEE BOARD

The following duties and qualities, for a vice-chair, are in addition to those in the general trustee role profile above.

Main duties and responsibilities

1. Carrying out the chair’s duties in his or her absence, with the acknowledgement of the board as being capable and suitable to do so.
2. Providing support and assistance to the chair in carrying out his or her responsibilities, acting as a ‘critical friend’ and sounding board.
3. Taking on specific responsibilities from the chair, such as inducting new trustees.
4. Being open to approaches, where appropriate, from other trustees about the work or judgement of the chair. The vice-chair will then discuss any issues arising with the chair.

Personal skills and qualities

1. Leadership skills.
2. Experience of committee work.
3. Facilitation skills.
4. Tact and diplomacy.
5. Excellent communication and interpersonal skills.
6. Impartiality, fairness and the ability to respect confidences.

It is desirable for the vice-chair to have knowledge of the type of work undertaken by the charity and a willingness to keep ahead of the changes to the organisation that take place.

Disciplinary Policy

The appeal, in both misconduct and performance cases, will normally be heard by three members of the Trustee Board Staffing Panel who have not been involved in the process at an earlier stage.

In the event that disciplinary action is being considered against the Chief Executive, the Citizens Advice Relationship Manager should be consulted for advice at the earliest opportunity. The Trustee Board must remove as many of themselves from the process as possible to ensure that there are enough members who are independent of the process to conduct the various roles required:

• Investigating Officer
• Hearing Officer
• Appeals Panel

Client Complaints

The final response to a client complaint must be from the chair or another member of the trustee board if the chair is not available, for example on holiday or ill:

Use ‘we’ instead of ‘I’ if the investigation was done by the chief officer and the letter is being signed by the chair or other trustee.

If the complaint was about the chief officer, and the investigation was actually undertaken by the chair or other trustee, use ‘I’ instead of ‘we’.

Appointments

The Chair, Vice-Chair or another member of the Staffing Panel will support the Chief Executive in appointments that report to the Chief Executive (currently Casework Manager, Quality Manager and Human Resources & Learning Manager).