Governance Handbook

1 The Charity

1.1 Vision, mission and values
This is summarised in four areas: relational community, equipping community, pioneering community, and whole life community, all centred on a Triune God.

1.2 Annual Report & Accounts
The BCCs’ Annual Report and Accounts have to be submitted to the Charity Commission annually. There is a variety of legislation that we are required to comply with. One of the main ones is known as SORP (Statement of Recommended Practice) setting out how we have to report our activities each year.

1.3 Strategic and business plans
We regularly review and monitor our goals as reflected in our Vision Statement – see 1.1. The review is reported on in the Annual Report and Accounts. 

1.4 Key policies
There are a number of key policies that we as Trustees are responsible for. 

1.4.1 Health & Safety Policy
The Trustees are ultimately responsible for Health and Safety and for maintaining the Health and Safety Policy.
1.4.2 Employment Policies
There are a number of policies primarily concerned with Employment, all listed in Staff Handbook.
1.4.3 Reserves Policy
We are required to have a policy on Financial Reserves which is reviewed annually by the Trustees. The Policy is set out in the notes of the Annual Report and Accounts.
1.4.4 Child Safeguarding Policy
We have Safeguarding Policy for day-to-day use within the churches.
1.4.5 Report on Annual Risk Audit
We have a rolling programme of Risk Assessments, which are detailed in our regular minutes.

2 Legal status and regulatory guidance 

2.1 Memorandum and Articles of Association
The BCCs’ Memorandum and Articles of Association is the central governing document of BCCs from a charity viewpoint.

Some changes have occurred since this document was issued, so there is also an Appendix to explain these.  

2.2 Regulatory Guidance
The Charity Commission and other organisations like the National Council for Voluntary Organisations publish a large number of useful guidance documents for charities and their trustees. For more information please visit the Charity Commission website. 

3 Governance

3.1 The Working Relationship between the Legal and Spiritual Government of BCCs
See Appendix 1.  

3.2 Day-to-day running of the Churches
The Trustees need to ensure that they fulfil their legal duties and responsibilities as required by our Charitable Company status and to offer appropriate support to the various bodies delegated with responsibility for the day-to-day running and management of the churches:

  • The Core Leadership Team

  • The Finance Team, looking after the detail of the finances of the churches

  • The Buildings Team, taking care of our buildings

3.3 Dates of meetings
The Trustees meet approximately five times each year and dates of Trustee meetings are set out in advance on the Trustee Meeting Minutes. We are not required to have an Annual General Meeting. 

3.4 Code of conduct for trustees
We regard the role of a Trustee as being that of a deacon within the Church, and therefore regard the conduct and character requirements for deacons set out in 1 Timothy 3:8-13 as being the conduct and attributes expected of a Trustee. Trustees are therefore expected to behave with integrity and honesty. Within this context, there are some statutory duties – see Appendix 2.

4 Appendices

4.1 The Working Relationship between the Legal and Spiritual Government of BCCs
The Trustees carry the legal government of BCCs and work in partnership with those responsible for the spiritual government – the core team and the elders in each of the local churches.

The Trustees need to ensure that they fulfil their legal duties and responsibilities as required by our Charitable Company status and to offer appropriate support to the various bodies delegated with responsibility for the day-to-day running and management of the churches:

  • The Core Leadership Team

  • The Finance Team, looking after the detail of the finances of the churches

  • The Buildings Team, taking care of our buildings

  • The elders in each local church

4.1.1 Issues to Consider
The Trustees should regularly consider issues mentioned in the minutes of meetings held by the above bodies, and should raise any matters of concern retrospectively. Every Trustees’ meeting agenda should routinely include a review of key issues from these minutes, with any ratification or comment as necessary. Normally, there are at least one or two trustees present at these other (corporate) meetings, which should avoid the need to raise many such issues retrospectively.

Local elders’ meeting minutes should be copied to the Trustee(s) in that region as well as to the central administrator.

The Trustees should maintain an awareness of, and compliance with, changing legislation.

The Trustees must be part of the decision making process, as a body or through nominated Trustees representatives who would report back to the Trustees with particular regard to the following areas of legal and financial activity:

Financial areas

  • salaries

  • annual budgets

  • capital expenditure

  • quarterly monitoring

  • property issues

  • statutory audit

  • controls

  • authorisation limits

  • Gift Aid records

Changes to the structure and objectives of Basingstoke Community Churches

The Trustees should develop and maintain policies and procedures:

  • To monitor ‘Risk’ in its broadest setting within the churches, and take appropriate steps to control or mitigate risks where they come to the attention of the Trustees. This will include Health & Safety considerations, condition of fabric, fire regulations, security, and letting requirements, both internal and external

  • To monitor care provided for children and vulnerable adults

  • To monitor counselling offered

  • To monitor the effectiveness of general communication

  • To monitor employment policies and procedures

  • To monitor the effectiveness of the governance of the charity

  • To monitor achievement of the charity’s objectives

The Trustees should review accounts, risk, governance, employment, counselling, property, community projects, and other appropriate areas on a regular basis and will invite specialists to join them to review a particular area, for a specific purpose, as necessary.

The Trustees should keep themselves aware of any local community projects that are planned in order to monitor that they are within the legal and financial parameters of the charity, and to ensure that any relevant risks are assessed and mitigated.

4.2 Statutory Code of conduct for trustees

4.2.1 Duty to act within powers
This is a general duty to use powers only for the purposes for which they were conferred. This will mean that trustees will need to be aware of the provisions of the governing document (Memorandum & Articles of Association) in particular with regard to the powers in respect of the Objects of the Charity. Trustees will need to make sure that they act in accordance with specific powers such as delegation, contracts etc. 

4.2.2 Duty to promote the success of the Charity
Trustees have a duty to ensure the success of the Charity – this means success in achieving its charitable purposes. Trustees must have a regard to the following and ensure that decisions are appropriately minuted:

  • The likely consequence of any decision in the long term;

  • The interests of the charity’s employees;

  • The need to foster the charity’s business - (charitable) relationships with suppliers, customers, beneficiaries, donors etc.;

  • The impact of the charity’s operations on the community and environment;

  • CSR (corporate social responsibility);

  • The desirability of the charity maintaining a reputation for high standards of conduct;

  • The need to act fairly between members of the charity.

4.2.3 Duty to exercise independent judgement
Trustees are able to rely on others in areas where they are not experts provided that they use their own judgement as to whether to follow the advice given or to take a second opinion.
 

4.2.4 Duty to exercise reasonable care, skill and diligence
As a general rule, a trustee must

  • Use the same degree of care as would be reasonably expected from a “sensible and careful business person dealing with his or her own affairs”;

  • Use the same degree of skill as would be reasonably expected of someone with the trustee’s own knowledge and experience. For example, a trustee with accountancy skills would be expected to use the skills of a reasonably competent accountant when making decisions.

4.2.5 Duty to avoid conflicts of interest
Trustees should not put themselves in a position where their personal interest or a duty they owe to another person or organisation conflicts with the duty they have to the charity as a trustee. Trustees must make decisions which are entirely unaffected by outside influences. A trustee cannot enter into an agreement with another person as to how he/she will vote at trustee meetings.

The general rule is that if there is a conflict of interest, a trustee should not play a part in the decision-making process unless there is an exception set out in the company’s governing document allowing him or her to do so. If there is an exception, a trustee must follow the terms of the exception but must still ensure that he or she can act in a way that serves the best interests of the charity.
 

4.2.6 Duty not to accept benefits from third parties
A trustee must not accept any benefit from a third party that is conferred because of his or her being a trustee or his or her doing or not doing anything as a trustee. There is no minimum threshold or this and the benefit need not be financial – it could relate to any appointment, interest or position.
 

4.2.7 Duty to declare interest in a proposed transaction or arrangement
In addition to any specific requirements within a charity’s rules, a trustee is required to declare interests where he or she is, directly or indirectly, interested in a proposed transaction or arrangement with the charity. This duty only applies to an interest where the trustee is or ought reasonably to be aware of the interest.

4.3 Trustee Induction Checklist

4.3.1 Meet with Administrator

  • Completion of Director’s form

  • Disclosure and Barring Service application if required

  • Completion of HMRC ‘Fit & Proper Person’ form

  • Explanation of Trustee Role

  • Explanation of the Company Objects

  • Get copies of

      - Annual Report and Accounts
      - Memorandum and Articles of Association
      - Appendix to Memorandum and Articles of Association
 

4.3.2 Finance

  • Examples and explanation of monthly reports

  • Copies of current BCCs & TKS financial reports

  • Budgeting process

  • Financial controls

  • SORP

4.3.3 Statutory Duties

4.3.4 Charity Commission