October 28, 2025
By Rachel Ford-Evans
Read time: 5 minutes
To mark UK Trustees’ Week this week – 3-7 November 2025 – our legal expert Rachel Ford-Evans examines the key legal duties that all charity trustees need to understand, and how charities can demonstrate that their trustees are complying with their obligations.
What is a trustee and why is their role so important?
A charity trustee is a unique category of person with specific legal duties to oversee and manage a registered charity in the UK.
Trustees are usually not employees of the charity, but are akin to non-executive directors. This is an important statutory role and means that the trustees have ultimate responsibility for ensuring that the charity is properly managed, is financially solvent, and is able to deliver effectively on its declared charitable purpose for the benefit of the public. Taken together, this will provide good governance for the charity.
Many trustees are individuals who also have full or part time jobs, or are retired. However, their responsibilities as trustees are important and should not be seen as secondary or as a hobby: they are legal duties set out in legislation and in the charity’s governing documents, and it’s vital for trustees to take this role seriously.
What are the main duties of charity trustees?
Charity trustees owe strict duties of trust and confidence to their charities and the beneficiaries of those charities. In general terms, this means that all trustees must do the following:
- Promote the declared “charitable purposes” of the charity, and only allow the organisation’s funds, activities, and assets to be used for furthering that charitable purpose
- Operate their charity for the public benefit
- Show “undivided loyalty” towards the charity, including by avoiding conflicts of interest and not making a profit from their position
- Act in the best interests of the charity and its beneficiaries at all times
- Act in good faith and with honest intentions towards the charity
- Act only within the scope of the charity’s legal powers and objects as set out in its governing documents
- Act carefully and prudently with the charity’s assets, meaning not taking any undue risks with charity property
- Act collectively, by taking decisions via a democratic voting process, ensuring that key decisions are taken at board meetings and that there is the opportunity for robust discussion and challenge of these decisions.
As well as this, charity trustees have obligations to ensure that their organisations are properly registered with the Charity Commission, and prepare annual reports and accounts for scrutiny by the Charity Commission each year.
Where do charity trustees sometimes go wrong?
As solicitors advising regularly on governance disputes and investigations involving charities, we see a number of key themes which can lead to trustees acting in breach of their obligations. These typically involve:
- Governance documents and practices: If a charity does not have, for example, a code of conduct in place for its trustees or an induction process which makes them aware of the standards of conduct expected of them, it will be setting them up to fail. This can lead to trustees trying to act beyond their powers or not understanding what is required of them, for example, not attending board meetings regularly, which can be a dereliction of their duties.
- Relationship between board and executive: The charity’s “executive” (meaning its employed management team), exists to take care of the day-to-day running of the charity and to deal with operational matters. The board of trustees exists to provide strategic oversight and accountability for the executive, and to scrutinise key decisions, processes, and finances. Disputes can commonly arise when this distinction is not understood and trustees can step on the executive’s toes by trying to involve themselves too much in operational issues. In serious cases, this can lead to allegations of bullying, resignations, and even Employment Tribunal cases. Get in touch with our governance experts if you have any concerns around this.
- Knowledge and training: Charity boards can sometimes lack the expertise needed to provide effective oversight, particularly when it comes to finances and accounts. This means that the trustees cannot always provide the level of scrutiny that’s required to give confidence that the charity is managing its finances properly and lawfully.
What can charities do to get the best out of their trustees?
There are a number of ways in which charities can demonstrate effective governance and best practice when it comes to their trustees.
- Expertise and skills: It is important for a board of trustees to contain a wide skillset and range of expertise. This means not engaging a group of trustees who are all similarly qualified and come from the same background, but trying to ensure diversity, as well as recruiting trustees with different specialisms such as legal and accounting expertise if possible.
- Governance documents: Getting the right documents and policies in place is the best first step in establishing a good governance framework and relationship between a charity and its trustees. Depending on the type of charity, this normally includes a constitution or articles of association, a code of conduct for trustees, and terms of reference for any sub-committees the board may have in place.
- Training: All charity trustees should go through an induction procedure and regular training on important issues such as finance, charity governance, equality and diversity issues, and the charity’s values and key policies.
Darwin Gray regularly advises charities and boards of trustees on governance matters ranging from reviewing and drafting their governing documents and policies, to providing training to trustees, to advising on disputes between boards and executives. Get in touch with Rachel Ford-Evans on rford-evans@darwingray.com / 029 2082 9120 if you would like to explore how we can help.
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Trustees’ Week: 3 ways to get the best out of your charity trustees
