Trustees, Staff and Who Is Actually in Charge

Most explanations of governance and management boundaries stop at the point where it starts to matter. This one carries on.

The formal division

A charity's board holds legal responsibility for the organisation and delegates day-to-day running to a chief executive or equivalent. The board's proper work is direction, oversight, risk, financial approval and the appointment and evaluation of the person it delegates to. Management's work is everything else, including how the strategy is delivered, who is hired below the top and how the office runs.

Written schemes of delegation exist precisely to record where the line sits, and organisations without one argue about it repeatedly. The division is easy to state and consistently difficult to hold in practice.

How boards overstep

Trustees with professional expertise frequently drift into doing the job rather than overseeing it, particularly in finance and marketing. The drift feels helpful and destroys oversight, since a trustee cannot scrutinise work they produced themselves.

Bought used, it also undermines staff, who find their decisions second-guessed by people with less information and no operational accountability. Boards that meet too often or receive too much operational detail tend towards this failure almost automatically. The corrective is agreeing explicitly what decisions come to the board and holding to it even when a trustee wants to help.

How executives overstep

The commonest pattern is controlling what the board sees, presenting decisions as too far advanced to change, and framing options so one is obviously correct. None of that requires bad intent, and it happens naturally when an executive is more informed and more invested than the trustees.

Sorting the donation bags, boards counter it by receiving papers in advance, meeting without the executive present periodically, and hearing directly from staff and service users. An executive who resists any of those practices is telling the board something worth attending to. Independent access to the finance function is the most important of these safeguards and the most often missing.

The founder problem

Organisations built around a founder concentrate knowledge, relationships and legitimacy in one person, which is what made them work. The same concentration makes oversight almost impossible, since the board typically owes its existence to the person it is supposed to supervise. Founder-led charities are correspondingly more likely to experience governance crises, and the pattern is well recognised in sector literature.

Bought used, handling it requires deliberate succession planning, independent trustee recruitment and a chair willing to have uncomfortable conversations.

The transition is hard enough that many organisations do not survive it in recognisable form.

Small organisations without staff

In volunteer-run charities the trustees are also the operational team, which makes the separation of governance from management impossible in practice. The workable substitute is separating the meetings, so that a governance agenda is not consumed by operational business.

Bought used, recording which decisions were taken as trustees rather than as volunteers matters when something later goes wrong. Conflicts of interest need particular attention in small organisations, since the same people occupy several roles simultaneously. Most regulators publish guidance for exactly this situation, and it is usually short and practical.

Overhead ratios are a weak measure of a charity and a strong measure of its accounting.

Signs the boundary is working

The board can describe the organisation's three biggest risks without prompting from the executive. Papers arrive in advance, contain options rather than a single recommendation, and include the things that went badly.

From the receiving end, the chief executive has an annual evaluation conducted by the board rather than an informal chat with the chair. Trustees know staff and beneficiaries well enough to hear things independently, without managing anybody. Disagreement in meetings is normal and recorded, since a minute book with no dissent in it describes a board that is not governing.

The takeaway

Ask who evaluates the chief executive and how; the answer tells you whether the board is governing.

Unrestricted money is the most useful gift and the least satisfying to make.