This document provides information on effective charity governance and board operations. It discusses what makes an effective versus ineffective board, including focusing on strategy, risk management, and using members' skills. It also outlines Julia Unwin's "5 Ss in Governance" model of different modes boards can operate in: support, stretch, scrutiny, stewardship, and strategy. Examples are given of each mode. The document encourages reflecting on what mode a board is using and how to encourage using the different modes appropriately based on the situation. Other governance failures and resources are also briefly mentioned.

1. Phil Benton
Partner
Counterculture Partnership LLP
GETTING THE MOST FROM YOUR BOARD

2. Governance
Legal
Capital
projects
Strategy
Tax
Finance &
Accounting

3. Outcomes
By the end of the session you will have :
• Considered what makes an effective trustee
• Reflected on the modes in which board operate, and how to
use them effectively

4. Kids Company
“The closure of Kids Company was a
tragedy waiting to happen and trustees
should take full responsibility for this …
The fact that Alan Yentob was chair for
18 years suggests that there were no
fixed terms of office for trustees so no
new blood was being recruited to the
trustee board. Usually in this situation
trustees get complacent.”
Olga Johnson, Associate Director,
Trustees Unlimited (Guardian Letters 12
August 2015)

5. Other governance failure examples
“Ex-finance manager stole
£800k leaving students’
union on brink of collapse”
ITV News 2/9/2016
2 Sep. 2016
“Regulator says former
trustees of Muslim Aid
seriously mismanaged the
charity” Third Sector magazine
7/12/2018
7 Dec. 2018
“Address serious
governance failures, RSPCA
leaders are warned” Charity
Commission press release
22/8/2018
22 Aug. 2018
“Motability draws criticism
for £1.05bn ‘unplanned’
profit and executive pay”
MotorFinance magazine 7/12/2018
7 Dec. 2018
“Regulator slams Oxfam
over governance failings”
Accountancy Daily 12/6/2019
12 June 2019

6. “What makes an effective or ineffective board?”

7. What makes a good and motivated Board?
• Be sure of the vision, priorities
and objectives (know when not
to accept money)
• Focus on strategy, compliance,
organisational health and risk
management
• Get to know each other and the
staff
• Be properly inducted, be honest
about time involved
• Keep refreshed (have fixed
terms for Board members)
• Keep former members involved
• Review yourselves annually,
ensure skills are used
• Attend a variety of events!
• Be advocates!

8. What makes an ineffective Board?
• Is stale, male, pale and frail
• Doesn’t work as a team
• Has a Chair that does not
provide leadership
• Doesn’t fulfil its legal
requirements
• Doesn’t give full support to its
CEO
• Doesn’t make best use of its
members’ skills, wisdom and
experience
• Doesn’t represent its
constituents – or over-
represents them
• Is afraid to ask “stupid
questions”

9. 5 Ss in Governance
• Julia Unwin
• Former Charity Commissioner
• Former chief exec of Joseph
Rowntree Foundation.

10. 5 Ss in Governance
• Identified existential questions that formal guidance does not
address:
– What sort of board are we?
– What mode are we operating in?
– Are we behaving in the right way at the right time?

11. 5 Ss in Governance
Support Stretch Scrutiny Stewardship Strategy

12. Boards in support mode say:
Have you got
what you need
to do that?
We really
ought to
celebrate
that
We really can’t
allow you to
be treated like
that

13. Boards that are stretching say:
Can’t we do
any better
than that?
Have you
thought of
doing it
differently?
Surely we can
improve by
more than
five per cent?

14. Boards in scrutiny mode say:
But this really
doesn’t make
sense: we can’t
change our services
in this way
Have you
thought of the
implications of
doing this?
I don’t think you
have made the
case that....

15. Boards carrying out their stewardship role say:
But will the
money be
here in five
years time?
Are we giving
away our
intellectual
property too
easily?
Is reputational
risk too great
if we do this?

16. Boards in strategy mode say:
The external
environment
means that we
have to re-think...
This is a
golden
opportunity to
engage with
people from....
We can come out
of this a stronger
organisation

17. How could your board use the 5Ss?
• Do you recognise your Board operating in these modes?
• How can you encourage them to do so?
• Does your board agenda and board business cycle planning
reflect/encourage the modes?

18. OTHER RESOURCES

19. Charity Governance Code

24. Phil Benton
07973 269843
0161 826 1266
phil@counterculturellp.com