Charity Governance Code

What the Charity Governance Code is, and what it is not

The Charity Governance Code is written by a cross-sector voluntary steering group, with NCVO providing the secretariat, and the 2025 edition drew on feedback from trustees, charity leaders and governance professionals. It "sets out universal principles of governance for charities to consider". Its status is stated in its own opening lines, and they are worth reading exactly: "Compliance with the Code is not a regulatory requirement. It is the Charity Commission, and in some cases other regulators, and charity law, that tells charities about what they must do. The Code draws upon, but is fundamentally different to, the Charity Commission's guidance. It is a practical tool for trustees to encourage discussion about standards, behaviours and processes that are helpful in cultivating good governance."

So the Code sits on top of the law rather than beside it. The legal duties of trustees are in charity law, the charity's governing document and the Commission's guidance, above all The essential trustee (CC3); our guide to charity trustee responsibilities summarises them. The Code assumes a charity is already meeting those and asks what good looks like beyond them.

It works on an apply or explain basis: the Chartered Governance Institute described it at launch as "eight core principles for boards to apply flexibly through an apply or explain approach". A charity seeks to meet the principles and outcomes, and can either apply the suggested practices or explain what it does instead. The Charity Commission said in 2017 that it had "supported and endorsed the code since its inception", and the Code's reward for using it is reputational rather than regulatory: in its own words, "Meeting the Code's principles and outcomes would provide strong assurance to external stakeholders that a charity is well governed."

It is written for charities in England and Wales. Scotland and Northern Ireland have their own governance codes, and school and academy trust boards look first to the Department for Education's governance guides.

The eight principles

The Code is based on eight principles, "which build on the assumption that a charity is meeting its legal and regulatory responsibilities as a foundation." Each has a one-line statement, quoted here from the 2025 Code:

1. Foundation principle. "Trustees take responsibility for, and invest the necessary time and care, in understanding the charity, their responsibilities and legal duties."
2. Organisational purpose. "The board is clear about the charity's aims and how these benefit all or part of the public. It ensures that activity is targeted at achieving those aims both in the short and long term."
3. Leadership. "The charity is headed by an effective board that provides strategic leadership in line with the charity's purpose and values."
4. Ethics and culture. "The board has agreed the standards and values which shape the charity's behaviours and culture. This includes being open about how the charity operates and responding thoughtfully to feedback."
5. Decision making. "The board makes effective decisions that best serve the charity's purposes. Trustees take personal responsibility for carefully considering each decision and working to reach agreement."
6. Managing resources and risks. "The board takes responsibility for stewarding, developing and allocating resources. The board identifies the risks to achieving the charity's aims and agrees how to navigate them. The board seeks assurance that risks are properly managed."
7. Equity, diversity and inclusion. "The board has a clear, agreed and effective approach to supporting equity, diversity and inclusion (EDI) throughout the organisation, including in its own practice."
8. Board effectiveness. "The board works well together, using an appropriate balance of skills, experience, backgrounds and knowledge. It reviews its performance on a regular cycle and takes steps to improve."

The Code's website says that all charities, regardless of size or complexity, are expected to follow the principles and try to achieve the outcomes. How they do it is where size comes in.

How each principle is built: outcomes, behaviours, practice and evidence

Every principle has the same four parts, and understanding them is most of what it takes to use the Code well.

• "You know it's working when". Four to six outcomes per principle, written as observable results. Decision making's include "The board can track, review and learn from its decisions" and "Trustees explore different viewpoints before uniting behind board decisions."
• Behaviours. What trustees and the chair actually do: "Trustees maintain confidentiality as appropriate", "Trustees engage in constructive challenge and debate", "Trustees speak up when they have concerns about the charity's governance or operations".
• Policy, processes and practice. The arrangements a board puts in place: a trustee induction process, a scheme of delegation, a conflicts of interest policy, a rolling schedule of meetings, a process for reviewing the board's performance.
• Suggested evidence and assurance. The documents that show it: a trustee role description and induction checklist, a trustee code of conduct, a register of interests, terms of reference for committees, board minutes that capture the rationale for decisions, a risk register, a reserves policy, a whistleblowing policy.

Some practices are marked as applying to large charities only, among them a governance handbook, an external evaluation of the board every three years, oversight of subsidiaries and an investment policy that has considered the Charity Investment Governance Principles. Other practices are marked for charities with staff, such as a scheme of delegation that sets out the responsibilities of the board and senior staff and a process for handling board-staff disputes.

Read together, the evidence lists are the most practical part of the Code: a checklist of the governance documents a board should be able to produce. Several have their own guides on this site, including a conflict of interest policy, a whistleblowing policy, a complaints procedure, a social media policy and the trustees' annual report.

What changed in the 2025 Code

The chair of the Code's steering group called the 2025 edition "the most significant refresh of the Code in eight years", with "a stronger focus on the behaviours that sustain good governance". Compared with the 2017 Code's seven principles, which rested on a separate foundation principle about trustees' legal duties, the main changes are:

• The foundation is now a numbered principle, with its own outcomes, behaviours and evidence, rather than an assumption stated before the Code begins.
• Integrity has become Ethics and culture, and takes in openness: one of its outcomes is that "The board is open about how the organisation and its governance works".
• Decision making, risk and control has been split into Decision making and Managing resources and risks.
• Equality, diversity and inclusion has become Equity, diversity and inclusion. The 2017 Code's Diversity principle was renamed in a December 2020 refresh, which already expected the board to monitor and achieve EDI plans and targets, including its own.
• One code for all sizes, with a small number of practices flagged for large charities or charities with staff.
• Behaviours are set out explicitly for every principle, alongside the processes and the evidence.

Several specific practices are new or sharper, and boards tend to notice them first:

• a board "of an appropriate size, typically between five and 12 trustees";
• fixed terms, with reappointment after more than nine years' service "subject to a rigorous review, and explained in the trustees' annual report";
• a "formal and transparent approach to recruit new trustees, which includes advertising vacancies", and skills that include lived experience;
• "A policy for the use of technology and AI tools", alongside the Charity Digital Code of Practice as an example of an established standard a charity might adopt;
• "procedures for escalating to the board reputationally sensitive communications (including via social media)";
• "Procedures for decisions that need to be taken outside the board meeting cycle" and "Digital access to governance documents, including historical board minutes".

Using the Code: a proportionate approach for any board

The Code does not need a consultant or a day away, and small charities are expected to use it proportionately. A small charity can work through it over a year of ordinary board meetings, one or two principles at a time:

1. Read the principle together. Circulate the relevant pages of the Code with the papers, and give the item real time on the agenda.
2. Test the outcomes. For each "You know it's working when" statement, agree honestly whether it is true, partly true or not yet true for your board.
3. Check the evidence. Go through the suggested evidence and note which documents exist, which are out of date and which the board has decided it does not need, and why.
4. Agree actions. Choose the two or three changes that matter most, with an owner and a date, and minute them.
5. Explain. Where the board has chosen to do something differently, record the reason. That is the explain half of apply or explain, and it is perfectly legitimate for a small charity.

Report on it. NCVO's launch note says trustees should "include a short statement in their annual report explaining how they use the Code", and the Code itself asks the charity to explain its board evaluation process there. For most charities a paragraph in the structure, governance and management section of the trustees' annual report is enough: which principles the board reviewed that year, what it changed, and where it has chosen a different approach.

Then keep it going. The Code expects the board's performance to be reviewed "ideally annually", and a principle-by-principle cycle does exactly that. NCVO said at launch that an interactive online version with case studies for different sizes and types of charity would follow; check the Code's website for the current tools rather than working from a printed copy.

The evidence the Code asks for, and where it actually is

The 2025 Code is more interested in how trustees behave than any previous edition, and behaviour leaves its evidence in conversations. "Trustees engage in constructive challenge and debate." "Trustees speak up when they have concerns." "The board can track, review and learn from its decisions." On a paper self-assessment each of those is a tick. In practice, a good deal of the challenge, the concern and the decision now happens between meetings, in messages among trustees and between the chair and the chief executive, on personal phones.

The Code has noticed. It asks for procedures for decisions taken outside the board meeting cycle, for board minutes that capture the rationale, and for trustees to be able to access "agendas, board papers and other important information easily and securely". A trustees' group chat on a consumer app meets none of those: the rationale is in a thread nobody can file, the dissent that shows the board explored different viewpoints is on one trustee's phone, and the history leaves with whoever leaves the board.

The fix is to give the board's between-meetings discussion a channel the charity owns. ComplyChat is built for that: a mobile number verified by SMS is an identity on it, so volunteer trustees without a charity account can take part; everyone added is told the channel is on the record and can object or leave; and messages are recorded on the server as they are sent. On paid plans the lasting record files into the charity's own Microsoft 365 once its tenant is connected, under its own retention rules. It is not a board portal, a self-assessment tool or a substitute for minutes, and adopting it does not meet any principle of the Code by itself. ComplyChat Free is personal messaging with one private group, direct messages, up to 25 staff and three calendar months of recent history, with no Microsoft 365 archive.

A question for the next board meeting: if the board assessed itself against the Decision making outcome "The board can track, review and learn from its decisions", where would the evidence for the decisions made between meetings come from?

Official guidance and your next step

Read the Code itself on the Charity Governance Code website, which also has the downloadable 2025 edition, and NCVO's launch note. The legal duties the Code builds on are in the Charity Commission's The essential trustee (CC3). In Wales, WCVA supports charities using the Code. Quotations here are from the 2025 Code and those pages as published on 25 September 2026.

This guide is a summary of a voluntary code, not legal advice. Where a governance question turns on your governing document or on charity law, take advice on the specific facts.

Then do one thing: put the Foundation principle on the agenda of your next board meeting, test its five outcomes honestly, and minute what the board agreed to change.