Code of conduct for trustees

What a trustee code of conduct is, and whether you need one

A code of conduct for trustees is an agreement between the charity and its board members about how they will behave while serving. It sits beside the law rather than replacing it. The legal duties come from charity law and the governing document, and the Charity Commission sets them out in The essential trustee (CC3): six main duties, starting with ensuring the charity carries out its purposes for the public benefit and complying with its governing document and the law. CC3 also states the principle that makes a code worth having: "Trustees must act collectively (jointly)", and "Trustees always remain collectively responsible for all decisions that are made and actions that are taken with their authority." The trustee board is ultimately responsible for the charity, and a board whose members are jointly responsible needs an agreed way of working together.

Whether you need one depends on what kind of body you are:

• Charities. There is no legal requirement for a registered charity to have one. The Charity Governance Code, whose current edition was published on 3 November 2025 and is applied on an apply or explain basis, lists "A trustee code of conduct" among its suggested evidence under both its Foundation and Leadership principles, and "Code(s) of conduct for the board, members, staff and volunteers" under Ethics and culture. A board that follows the Code will either have one or explain what it does instead.
• Academy trusts. The Department for Education's academy trust governance guide says "Effective boards create and maintain a code of conduct" and expects everyone involved in governance to know about and follow the Seven Principles of Public Life. The Academy Trust Handbook, which trusts must comply with as a condition of their funding agreement, adds that "The trustees must apply the highest standards of conduct".
• Maintained schools. This guide is for trustees; governors of a maintained school should read the DfE's maintained schools governance guide, which expects the governing body to create and maintain a code of conduct agreed by all governors.

In practice nearly every board benefits from one, and the reason is not compliance. A trustee code of conduct is what lets the chair raise a trustee's behaviour by pointing at something the whole board agreed, rather than at a personal opinion.

What the code should cover

A good code is short, specific to the charity and written in the first person plural. Most codes cover the same ground, and the Charity Governance Code's lists of trustee behaviours are a sound checklist for it. A trustee code of conduct usually commits each trustee to:

1. Put the charity first. Act in the charity's best interests and in line with its charitable objects and governing document, not in the interests of any group that appointed or elected them.
2. Give the time the role needs. Attend trustee meetings, read the papers beforehand, take part in induction, training and appraisal, and tell the chair when circumstances change.
3. Take part properly in decisions. Question and challenge constructively, take professional advice where a decision needs it, and then accept the board's decision. The Code puts it as "Trustees share collective responsibility and accountability, even when they disagree with a decision".
4. Declare interests. Declare conflicts of interest and loyalty, withdraw where the policy requires it, and keep the register of interests up to date. Our guide to a conflict of interest policy covers the detail.
5. Accept no unauthorised benefit. CC3 says a trustee must "not receive any benefit from the charity unless it is properly authorised"; the code should set out the gifts and hospitality rule and the expenses the charity will pay.
6. Keep confidences. Treat board discussions, personal information about staff, volunteers and beneficiaries, and confidential papers as confidential, during and after their term.
7. Respect the roles. Respect the roles of the chair and the treasurer and the delegations to staff and committees, work through the chief executive rather than around them, and keep any operational volunteering separate from the trustee role.
8. Treat people well. Be respectful and courteous to fellow trustees, staff, volunteers, beneficiaries and funders, and support the charity's equality and safeguarding policies.
9. Speak for the charity only when authorised. Follow the charity's communication and social media policies, and make clear when a view is personal.
10. Raise concerns. Speak up about concerns over the charity's governance or operations, through the chair or the whistleblowing route.
11. Leave well. On stepping down, return charity property and information and continue to respect confidentiality.

A code that says all of that in two pages is better than one that says more. Anything procedural, such as how conflicts are recorded or how expenses are claimed, belongs in the relevant policy, with the code pointing to it.

The principles behind the code

Many codes of conduct open with the Seven Principles of Public Life, the Nolan principles, which apply to public office-holders and to "all those in other sectors delivering public services". For academy trustees they are expected; for other charities they are a well-understood starting point. In the Committee on Standards in Public Life's words:

• Selflessness: "Holders of public office should act solely in terms of the public interest."
• Integrity: they "must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work."
• Objectivity: they "must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias."
• Accountability: they "are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this."
• Openness: they "should act and take decisions in an open and transparent manner."
• Honesty: they "should be truthful."
• Leadership: they "should exhibit these principles in their own behaviour and treat others with respect."

For a charity, read "the public interest" as the charity's purposes and beneficiaries, and the principles translate directly. The Charity Governance Code 2025 adds the behaviours a board can observe: trustees "maintain confidentiality as appropriate", "recognise and are open about any conflicts between their personal interests and those of the charity", "respect defined roles and delegations", and "speak up when they have concerns about the charity's governance or operations". A code built from those two sources will cover almost everything a board needs.

Writing it, adopting it and keeping it alive

Most boards start from a model. NCVO publishes a sample code for charity trustees, though its page marks it "NCVO membership required"; for academy trusts, the DfE's academy trust governance guide points to model codes from the Confederation of School Trusts, the National Governance Association and the Catholic Education Service. A template is a sound start and a poor finish: the code only works if the board recognises it as its own.

1. Draft it for your charity. Add what is specific to you: the safeguarding expectations of a charity working with children, the rules for a trustee who also volunteers in the shop, the charity's values in its own words.
2. Agree it as a board. Discuss it at a meeting, adopt it by resolution and record the decision in the minutes.
3. Ask each trustee to sign. New trustees sign it on appointment, alongside the declaration of eligibility and the register of interests. Many boards ask every trustee to reaffirm it each year.
4. Build it into induction. The Code's Foundation principle expects expectations of trustees, "including time commitment, conduct and areas for which they should take personal responsibility", to be made clear, and a trustee role description and induction checklist sit naturally beside the code.
5. Use it in appraisal. The Code expects regular reviews of the board, the chair and individual trustees; the code of conduct is the obvious reference for them.
6. Review it. Set a review date, usually every two or three years or after a governance problem, and publish it on the charity's website if you want supporters and staff to know what they can expect of the board.

Two points often missed. Trustees are not the only people who need a code: the Code's Ethics and culture principle expects codes for members, staff and volunteers too, and they should be consistent with each other. In a multi-academy trust the board's expectations reach its local committees as well: the academy trust governance guide asks the board to set high expectations for the conduct of "its committee members including any local committees". And the code should say plainly that it applies outside meetings as well as in them, including to messages between trustees, because that is where most breaches now happen.

When a trustee breaks the code

A code without a process for breaches is a statement of hope. The Charity Governance Code expects that "The chair addresses trustee behaviours, in and outside meetings, when these fall short of the agreed expectations", and lists "An agreed dispute resolution process for trustees" as evidence. A proportionate process usually runs:

1. an informal conversation between the chair, or the vice chair if the concern is about the chair, and the trustee, with a short note kept;
2. if the behaviour continues or is serious, a written account of the concern, a chance for the trustee to respond, and a decision by the board or a small panel without the trustee concerned;
3. an outcome in proportion: an apology, training, stepping back from a committee, or a request to resign;
4. a record of the decision in the confidential minutes.

The limit is the governing document. CC3 says trustees "must follow any rules in your governing document about...how trustees can resign or be removed", and many governing documents give the board no power to remove a trustee at all. A code of conduct cannot create a power the constitution does not contain, so check the removal clause before a crisis rather than during one. For academy trusts, the academy trust governance guide says "Breaching the code of conduct could result in the trust or appointer removing a trustee or individual on a committee, including a local committee." It also says "Only the Charity Commission has powers to suspend trustees", and summarises who may remove one, subject to the articles: the board any trustee it has appointed, the trust's members any trustee under the Companies Act 2006, and the appointing body its foundation trustees.

Some breaches are more than a governance matter. Misuse of charity funds, a safeguarding concern about a trustee, or a trustee who becomes disqualified may need a serious incident report to the Charity Commission, and the serious incident guidance sets the threshold. Take advice before acting on anything that could end in removal or a report.

The breach that happened in the trustees' group chat

Most codes of conduct are written as if the board met four times a year and was silent in between. The conduct problems boards actually deal with rarely happen in the boardroom. A trustee forwards a confidential paper about a staff restructure to a friend. Two trustees agree between themselves, in messages, how they will vote, and present it as settled. A trustee sends the chief executive a string of late-night messages criticising a member of staff by name. The board's group chat turns sharp over a disagreement and a newer trustee stops speaking at meetings.

Each of those is a breach of a standard the code describes: confidentiality, collective decision making, respect for delegations, treating people well. And each is evidenced, if at all, by messages on personal phones. When the chair has to address it, the record is a screenshot one trustee chose to share. When the trustee disputes it, or leaves and takes the only copy, the board is deciding a conduct matter on recollection, which is unfair to everyone, including the trustee.

The code can name where board business is discussed between meetings, and it helps if that place is one 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, so the record of what was said does not depend on who kept a screenshot. 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 does not judge conduct and it does not replace the chair's conversation or the board's process. 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: does our code of conduct say where trustees discuss board business between meetings, and if a trustee's conduct there were questioned, what could the chair actually look at?

Official guidance and your next step

The Charity Commission's The essential trustee (CC3) sets out the legal duties the code rests on, and the Charity Governance Code sets out the principles and behaviours of good practice. Academy trust boards should read the DfE's academy trust governance guide and the Academy Trust Handbook, and NCVO publishes a sample code for its members. Quotations here are from those documents as published on 25 September 2026.

This guide is a summary for charities and academy trusts in England, not legal advice. Removing a trustee is governed by the governing document and, in a charitable company such as an academy trust, by company law too, and a live dispute should be handled on advice.

Then do one thing: find your code of conduct, check that every current trustee has signed it, and read the removal clause in your governing document beside it. If either is missing, that is the next agenda item.