Small charities rarely delegate too little. They delegate constantly and write almost none of it down. The chief executive has been approving spend up to around eight thousand pounds for three years because that is roughly what feels right. No minute records it. No trustee could say what the limit is if a funder asked. That is not delegation; it is a practice that hardened into a rule nobody agreed on.
It usually stays invisible until something external forces the question – an independent examiner asking about financial controls, a funder asking who authorises what, a new trustee reading the governing document properly. Or a decision that goes wrong, at which point the board is answerable and has nothing written to point at.
If you are trying to work out what your board should keep and what it can safely hand over, that is the work our charity governance support does.
What your governing document lets you delegate
Start here rather than with what would be convenient. Your governing document sets out how your charity makes decisions, and the Charity Commission’s guidance Decision-making for charity trustees is direct that you must follow it. It will usually cover how decisions can be taken, the quorum needed for a valid decision, and how many votes carry it. Many charities have the power to delegate to staff, sub-committees or individual trustees. Not all do, and the scope varies.
The consequence of getting this wrong is worth stating plainly. Where a decision turns out to be invalid or is overturned, the charity may lose money, and the trustees may be jointly liable to cover that loss. For a charitable company there is a further risk of breaching duties under company law.
There is a statutory position too, and it is narrower than most people assume. Under Part IV of the Trustee Act 2000, trustees may authorise someone to act as their agent – but only for their delegable functions, and for a charitable trust that is a closed list rather than a general permission. It covers carrying out a decision the trustees have already made, functions relating to the investment of assets, and fundraising other than through a trade that forms an integral part of carrying out the charity’s purpose. Anything wider needs express power in the trust instrument.
That statutory route applies to trusts. Charitable companies and CIOs delegate through their articles or constitution, and through company law where relevant. For most small charities, the governing document is the operative document and the statute is a backstop. If yours is silent, restrictive, or written for an organisation you no longer are, changing your governing document is the route rather than proceeding and hoping.
Writing the scheme of delegation down
A scheme of delegation is a written plan setting out who can make which decisions, operating under the powers your governing document gives you. NCVO notes that the Charity Governance Code recommends charities have one and review it regularly.
It should settle three things: which decisions stay with the board, which are delegated to individuals, committees or senior staff, and which get escalated once they pass a defined level of risk. That third one is the part small charities miss. The question is not only how much the chief executive can approve. It is what kind of decision has to come back to the board regardless of size.
The Commission gives a usable test: high-risk or novel decisions should not usually be delegated. Novelty is the half nobody thinks about. A first-of-its-kind decision belongs with the board even when the sum involved is small, because there is no precedent, no policy and no way for anyone to know they have got it wrong.
Delegation also needs recording in more than one place. NCVO points to the governing document, role descriptions for posts like chief executive, finance lead, chair and treasurer, sub-committee terms of reference, and the relevant policies. A scheme that contradicts a job description is worse than no scheme, because now there are two answers.
One thing boards find surprising. Unless the board says otherwise, a chief executive can pass tasks on to staff or volunteers while remaining accountable to the board for what was assigned to them. If your board assumes the person it named is the person doing the work, that assumption needs writing down or abandoning.
Authority you can hand over, responsibility you cannot
This is the whole of it. A board can delegate authority to decide. It cannot delegate responsibility for the decision. The Commission states that where you delegate, the trustee board remains responsible and accountable for all decisions.
The Commission’s own example is the one small charities need, because a finance sub-committee is usually the first thing a growing board creates. That committee takes the lead on financial matters and decides within its terms of reference. It does not become solely responsible for those decisions or for the charity’s finances. Every trustee keeps responsibility for the charity’s money, including reviewing and approving the annual accounts. Having a treasurer or a finance committee does not move the duty. It only moves the work.
Two consequences follow. Trustees who are not on the committee still need enough information to be satisfied that delegated work meets the charity’s standards and legal duties, which is what quarterly financial oversight is for. And a board can take delegated powers back. NCVO gives the grounds: decisions that are not in the best interests of the purposes or beneficiaries, activity damaging the charity’s interests or reputation, or work going against agreed policies and procedures. Most small boards do not know this is available to them.
There is a point on the other side too, and it closes off a common defence. If a task has not been delegated, it stays the board’s responsibility. Nobody was really in charge of that is not an answer.
If nobody on your board can say who approved what, that is the finding, not the risk.
Spend limits that exist by habit, a committee with no terms of reference, a chief executive acting on authority nobody minuted; each is defensible on its own and indefensible together, particularly to an examiner or a funder. A free clarity call will tell you what needs writing down first and what can wait until the next board meeting.
When a committee is worth the overhead
Small charities are often told to have committees by people who work in large ones. A board that forms a finance committee from half its own members has not improved its governance. It has created a second meeting, a second set of papers, and a quorum problem in both rooms.
A committee earns its place when there is genuinely more work in an area than a full board meeting can hold, or when you need people who are not trustees. That second reason is the stronger one at this size. A task group can include people who are not on the board, which means you can borrow expertise – a finance professional, someone who has run the kind of service you are starting – without appointing anyone as a trustee and without them taking on trustee duties.
Where you do create one, terms of reference and reporting arrangements should be written down and agreed by the trustees. The Commission expects those terms to set out what types of decisions the group can make and when it needs to report back, alongside clear reporting procedures and lines of accountability that hold up in practice. Charity lawyers commonly add three safeguards as good practice: at least one member of every committee should be a trustee, the committee’s acts and proceedings should be reported to the board as soon as reasonably practicable, and the board should regularly review its delegation arrangements.
Reporting back is where these arrangements fail quietly. A committee that meets and never appears in the board minutes has effectively become the decision-maker, whatever the paperwork says. Our trustees meeting minutes template includes a place for reporting delegated decisions, and our guide to running a trustee meeting covers how those items should appear on an agenda.
Chair’s actions and the gaps nobody wrote down
Some boards can authorise the chair to take urgent decisions between meetings. Many chairs do it whether the power exists or not, because something needed answering on a Tuesday and the next meeting is in six weeks.
The Commission’s position is that trustees should agree a clear written policy on this, covering when the chair can use the power, what they should do when using it, and that they must tell the trustees they are using it. Decisions taken this way should then be reviewed and confirmed at the next meeting. Reviewed and confirmed, not noted; the board is still the decision-maker.
The same discipline applies to the other undocumented gaps: who signs contracts, who commits the charity to a funder’s conditions, who approves a payment when the treasurer is away, who speaks for the charity publicly. Each of these gets settled informally in small charities, and each is a decision someone is making on the board’s behalf. Undocumented delegation is a governance risk in its own right and belongs on the risk register until it is fixed. Setting the thresholds is also a risk appetite question; an authority limit is a statement about how much the board is willing to lose without being asked first.
What the board keeps
There is no single official list of matters that must stay with trustees, and any list depends on your governing document. What follows is drawn from the Commission’s guidance and from the six duties that sit behind the trustee role; the things a board should be slow to hand over, and in some cases cannot.
- Anything your governing document expressly reserves, or that it does not give you power to delegate at all.
- Strategy and the charity’s direction, including any decision that changes what the charity does or who it serves.
- Approving the annual budget, and reviewing and approving the annual accounts and trustees’ annual report. The Commission names accounts approval specifically as something all trustees retain.
- The reserves policy, and decisions about whether the charity can afford to carry a commitment through.
- Appointing and removing the chief executive, and setting their pay.
- Any decision that is high risk or novel, whatever its size.
- Ultimate accountability for safeguarding, which stays with the board however the charity is staffed. Our guide to what trustees are on the hook for in safeguarding sets out where that line falls.
- Deciding what is delegated in the first place, and taking it back when that is warranted.
Whether an audit or independent examination is required is a matter of law rather than choice, but the board is the body accountable for getting it right.
Behind all of it sits one point from the Commission that is worth keeping in view. Where concerns are raised and taken forward, it will look at whether trustees followed the decision-making principles. It may look at the end decision. It will always be interested in how the decision was made. A scheme of delegation is, in the end, the record of how your charity decides who decides; which is exactly what would be asked for.
A new trustee should meet all of this in their first month, which is why a scheme of delegation belongs in the induction pack.
A scheme of delegation is not a document you write once.
It changes when you take on staff, when a committee forms or folds, when the chief executive changes, and when the board’s appetite for risk shifts. Our ongoing support plans cover the review as well as the drafting, so it stays current rather than becoming another file nobody has opened since it was signed off.
