In April 2016, the Guardian Voluntary Sector Network published an article which argued that the chief executive of a charity, if not all the members of the senior management team, should also be members of the trustee board. I could not disagree more strongly.
The article calls for a unitary board, as is the case of a commercial company, where the non-executive members (the trustees) keep the executive members (the senior management team) in check. The article argues that a unitary board would lead to a balance between non-executives and executives so that ‘no side can dominate the board-room or decision-making process’.
I’m strongly in favour of the current, two-tier model of charity board. The non-executive, trustee tier carries the legal responsibilities of trusteeship and is charged with the delivery of public benefit, as required by charity law. The trustee tier has duties to act only in the charity’s best interests, to manage its resources responsibly and to act with reasonable care and skill. The senior management team tier do not carry these duties and it makes no sense to balance the interests of the two sides.
The trustees are responsible for their charity’s affairs and may delegate, but not abdicate, these responsibilities to the chief executive and, through him or her, to other members of the senior management team and to other staff. This delegation includes the arrangements for the chief executive to report back to the trustees on the results of their delegation. Where the chief executive is also a trustee, there is a conflict of loyalty in the scheme of delegation, which can usually be managed. If all the members of the senior management are also trustees, the conflicts of loyalty would probably be unmanageable. This is why I believe so passionately in two-tier boards for charities.