What Is a Good Model of a Clear and Concise Delegation of Governance Framework for Our Board?

What is this advice about?

Our research shows that heritage boards struggle to understand delegation of governance responsibility. This advice is designed to help you reflect on the balance of power within your heritage organisation.

The advice forms part of a wider strand of work on heritage board diversity. For more advice in this series, see the 'Inclusive governance boards and diverse trustees' section of the Inclusive Heritage Advice Hub.

What are the key points?

What is the role of the CEO?

The CEO (or their equivalent) is the public face of your organisation. They and the chair should plan together, with input from the board. They should also be on the same page when it comes to the culture of your organisation.

In practice, many boards will authorise the CEO to undertake specific tasks, but they should not be a 'de facto' trustee. The CEO reports to (and is held accountable by) the board, with your organisation's governing document (a legal document that works as a 'rulebook') setting out the powers and scope of tasks that can be delegated to the CEO and their executive team.

Communication is key. The flow of information to the board should not come from the most senior executive alone but via routes such as from committees of the board. The chair and the rest of the board should empower the CEO so they feel trusted and safe to raise any issues that require attention and decision-making.

What is the role of the chair?

Some mistakenly believe that the chair of the board of trustees holds greater responsibility than the other board members. This is not true.

All board members hold joint responsibility. Chairs may have a second casting vote, but only if this is stated in your organisation’s governing documents.

The chair is a figurehead whose role is to promote the board’s leadership and development by ensuring performance reviews and support for board members and planning and guiding meetings to ensure dialogue moves towards action. They should ensure that actions such as strategy and business plans are delivered and provide challenge to (and support for) the CEO or their equivalent.

What are the lines of responsibility for staff?

Staff can provide the board with useful information and advice. However, the board should be aware that potential conflicts of interest that affect staff may arise in some cases, such as discussions about pay increases for staff members who might usually be present for the whole or part of a board meeting. Conflicts of interest should be addressed by identifying, recording and managing them in line with your organisational policies.

Another area of delegation could relate to procurement. The board may set a range of financial controls and limitations, so they are not required to sign off smaller, regular or pre-agreed outgoings, setting levels in accordance with the size and scale of the organisation.

What are the lines of responsibility for committees?

Committees of the board offer a framework for drawing on information and insights from other stakeholders, such as staff, volunteers and beneficiaries.

Where the organisation has committees, we recommend that the chair of that committee should have relevant experience (such as in human resources or auditing) and that the committee includes at least 1 trustee (2 for larger organisations). Their recommendations should be fed to the board for ultimate decision-making.