Governance during the pandemic

21st April 2021

A year ago today, who would have known 2020 would provide so many new challenges. With a third lockdown starting to lift, I wonder how many charities had “global pandemic” listed within their risk register. Over the past year, charities across the country have had to adapt overnight as they were forced to close their doors and make unprecedented changes to not only the delivery to beneficiaries, but also their governance. Whilst it may not have been an immediate focus for charities, good governance is key and should remain so. This article provides a summary of key points to remember.

Trustee responsibilities

Trustees’ responsibilities remain the same – they are legally responsible for the charity and its governance during this time. The Charity Commission recognises these are challenging times and have issued guidance on sector specific issues faced by charities. The new guidance can be found here.


Whilst the government has advised that Charities can hold Trustee meetings of more than six people where necessary, many will want to avoid in-person meetings to comply with the guidance on social distancing. We have all spent more time in virtual meetings than we could have ever imagined with many of us feeling more comfortable with the likes of Zoom and Microsoft Teams as opposed to face-to-face conversation.

The Charity Commission’s ‘Charities and Meetings CC48 Guidance’ sets out the rules for remote meetings and states that Trustees may choose to conduct meetings via electronic means unless their governing document specifically prohibits it. In the context of virtual meetings, Trustees should be able to both ‘see and hear’ each other for them to be valid. It is also important to remember that practices such as taking minutes and declaring conflicts of interest should continue as normal and Trustees should continue to document the basis for any decision.

Where virtual or other types of meetings are not possible, Trustees may consider cancelling and/ or postponing critical meetings. However, before considering this, it is best practise to ensure you review your governing document to so you do not miss key deadlines.The Commission has not issued specific guidance on the issue of postponing meetings, but has indicated that “it will take a pragmatic and proportionate response” if Trustees can demonstrate they are acting in good faith.

Now, perhaps more than ever, support from the Board of Trustees is essential to support charities’ senior leadership teams and the fast-paced changes they are faced with.

CC48 guidance can be found here.

Remote working procedures and controls

COVID-19 has forced charities into remote working, causing a full implementation of flexible working across all operations including support areas such as the finance department. It has been a test for many and brought disaster recovery and business continuity plans to the forefront. As a result, financial and HR controls should also be considered as a priority.

Maintaining your control environment across the entire business at all times is important and reviews should be carried out regularly, especially as internal processes may have changed during remote working. Changes should be documented, reviewed and approved – even if they are only short-term solutions.

The importance of this is highlighted by the increase in attempted fraudulent activity since the pandemic started. Much has been written about the most common frauds and remaining vigilant, particularly with unusual requests for making payments, or changes to supplier bank account details. Fraudsters are quick to adapt, and more recently attempts have extended to falsifying changes to employee bank account details, resulting in the diversion of salary payments.

Whatever the changes remote working has presented, from safeguarding to changing financial controls, all new procedures and policies should be reviewed by the Trustees as it is their legal responsibility to manage risks and implement relevant controls.

Serious incident reporting

The Charity Commission have published guidance on reporting serious incidents relating to any challenges caused by the pandemic. Charities should continue to report serious incidents as soon as possible and this includes any and all incidents relating to COVID-19. The Charity Commission’s usual guidance requires a charity to report financial losses which do not involve a crime where the losses exceed £25,000 or 5% of the charity’s income. However, this threshold has been waived for losses occurring due to COVID-19.

The Commission has stated that Trustees should “focus on the significance of the impact of any losses rather than the amount”.

To support Trustees in deciding whether an incident is serious, the revised guidance provides a number of examples which emphasise the importance of considering the impact on the charity. For example, the guidance states that a charity should not report a single instance of COVID-19 within the organisation. However, if there is an outbreak of COVID-19, resulting in an interruption in service delivery, then this would be reportable.

The guidance can be found here.

Siobhan Holmes

Director, Head of Grant-Making
+44 20 7969 5601
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