Matters reserved for the Board

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Introduction

Once a charity reaches a certain size it is not possible for its Board of trustees, no matter how efficient, to have hands-on involvement in every area of the charity’s business; and even if that were possible such an approach would be extremely poor practice. An effective Board controls the business strategically but delegates day to day operational responsibility to executive management. That said, there are a number of matters which are legally required to be decided by the Board, or which should be so decided in the interests of the organisation, for example in order to satisfy the “duty of care” that is imposed by charity law on all charity trustees. It is therefore incumbent upon the Board to be clear on what matters it reserves to itself.

This list of matters reserved for the Board is based on ICSA guidance, as adapted for Wikimedia UK. It is a working document, not a statement of policy, and is provided for information and general guidance only.

See the Scheme of Delegation for the formal document which defines the responsibilities that have been placed on the Chief Executive by the board.

List of matters reserved for the Board

Matters reserved for the Board or Committee of the Board Responsibilities of the Chief Executive
1. Strategy and management
1.1 Ultimately responsibility for overall governance and setting the charity's mission, vision, values and standards. Internal responsibility to the Board for the day-to-day management of the charity’s operations.
1.2 Approval of the charity’s strategic aims and objectives. Drafting of the charity’s strategic aims and objectives for Board approval.
1.3 Approval of all annual operating and capital expenditure budgets and any material changes to them. Preparation and presentation of the annual operating and capital expenditure budgets for Board approval.
1.4 Oversight of the charity’s operations ensuring:
  • competent and prudent management;
  • sound planning;
  • maintenance of sound management and internal control systems;
  • adequate accounting and other records; and
  • compliance with statutory and regulatory obligations.
Management of the charity’s day to day operations on behalf of the Board and ensuring:
  • competent and prudent management;
  • sound planning;
  • maintenance of sound management and internal control systems;
  • adequate accounting and other records; and
  • compliance with statutory and regulatory obligations.
1.5 Review of performance in the light of the charity’s strategic aims, objectives, business plans and budgets and quarterly financial management reports and ensuring that any necessary corrective action is taken. Management and reporting of performance, including quarterly financial management reports, in the light of the charity’s strategic aims, objectives, business plans and budgets, including collection of any necessary data.
1.6 Extension of the charity’s activities into significant new business or geographic areas.
1.7 Any decision to cease to operate all or any material part of the charity’s business.
2. Structure
2.1 Major changes to the charity’s legal structure.
2.2 Major changes to the charity’s management and control structure. Operational changes to the charity’s staff line-management structure.
3. Financial reporting and controls
3.1 Approval of the annual report and audited accounts. Preparation and presentation of the annual report and accounts for approval by the Board and of quarterly financial management reports and their implications for the Board.
3.2 Approval of any significant changes in accounting policies or practices.
3.3 Approval (through delegated Committee as may be agreed from time to time) of budgeted expenditure on any one item or set of items per supplier that exceeds the threshold. Approval of budgeted expenditure on any one item or set of items per supplier that does not exceed the threshold.
3.4 Approval (through delegated Committee as may be agreed from time to time) of unbudgeted expenditure on any one item or set of items per supplier that exceeds the threshold. Approval of unbudgeted expenditure on any one item or set of items per supplier that does not exceed the threshold.
4. Internal controls
4.1 Ensuring maintenance of a sound system of internal control and risk management including:
  • Approving the charity’s risk appetite and mitigation policy;
  • Receiving reports on, and reviewing the effectiveness of, the charity’s risk and control processes to support its strategy and objectives;
  • Approving procedures for the detection of fraud and the prevention of bribery;
  • Undertaking an annual assessment of these processes; and
  • Approving an appropriate statement for inclusion in the annual report.
4.1 Ensuring maintenance of a sound system of internal control and risk management on the Board’s behalf, including:
  • Preparation of the charity’s policy on risk management;
  • Producing reports on, and reviewing the effectiveness of, the charity’s risk and control processes to support its strategy and objectives;
  • Drafting procedures for the detection of fraud and the prevention of bribery; and
  • Drafting an appropriate statement for inclusion in the annual report.
5. Contracts
5.1 Approval of all major capital projects and oversight over execution and delivery. Execution and delivery of capital projects.
5.2 Approval of all loans and acquisitions or disposals of major fixed assets. Management of loans and acquisitions or disposals of fixed assets.
5.3 Approval of all financial investments. Management of approved financial investments.
5.4 Approval of all strategic contracts, including all contracts relating to intellectual property. Ensuring charity and third party compliance with all contracts.
6. Communication
6.1 Approval of proposed membership resolutions and corresponding documentation to be put forward to members at all general meetings.
6.2 Approval of all external communication, including press releases, media appearances, blogs and social media on matters considered to present a high level of risk or possible reputational damage to the charity, including:
  • Criminal activity
  • Conflicts of interest
Manage external communications on the Board’s behalf and in liaison with the Chair.
7. Board membership and other appointments
7.1 Changes to the structure, size and composition of the Board.
7.2 Appointments by co-option to the Board.
7.3 Selection of the Chair of the Board and other non-executive Board positions (such as Vice-Chair, Treasurer, Board Secretary); selection of the Chief Executive.
7.4 Membership of Board committees, appointment of their Chairs and approval of Observers on those committees.
7.5 Appointment, reappointment or removal of the external auditor to be put to members for approval in general meeting, following the recommendation of the Board.
7.6 Approval of staffing changes outside the approved budget plan. Approval of staffing changes within the approved budget plan.
7.7 Approval of the Staff Handbook. Responsibility for the guidance, support and supervision of staff employed by the charity, contractors, and volunteers working on projects undertaken by the charity; responsibility for staff appraisals (other than that of the Chief Executive).
8. Remuneration
8.1 Determining the staff remuneration policy. Implementing the staff remuneration policy.
8.2 Determining the remuneration of the Chief Executive.
9. Delegation of authority
9.1 Roles of the Chair of the Board and other non-executive Board positions.
9.2 Approval of the Chief Executive’s authority limits, as set out in the Scheme of Delegation.
9.3 Establishing Board committees, approving their terms of reference, and approving material changes thereto.
9.4 Receiving reports from Board committees on their activities.
10. Corporate governance matters
10.1 Undertaking reviews of its own performance, that of its committees and individual trustees.
10.2 Review of the charity’s overall corporate governance arrangements.
10.3 Annual appraisal of the Chief Executive (undertaken on behalf of the Board by the Chair).
10.4 Authorising conflicts of interest where permitted by the charity’s Articles of Association.
11. Policies
11.1 Approval of the charity's main strategic policies including rules or bylaws adopted under paragraph 28 of the Articles (see Constitution). Implementing and reporting on the effectiveness of the charity's operational policies and its main strategic policies.
12. Other
12.1 Approval of the appointment of the charity’s principal professional advisers.
12.2 Prosecution, commencement, defence or settlement of litigation, or an alternative dispute resolution mechanism.
12.3 Approval of the overall levels of insurance for the charity including directors’ & officers’ liability insurance.
12.4 Major changes to the rules of the charity’s pension scheme.
12.5 Any decision likely to have a significant impact on the charity, including but not limited to financial, operational, strategic or reputational.