I often hear the question: “Is this something the trustees need to approve?”, and the honest answer is often: “It depends”. The amount involved may be within the management team’s delegated authority, but the decision may still be sensitive or impact on the charity’s reputation. Equally, putting every significant payment in front of the board is very unlikely to represent good governance.
The boundary between delegation and responsibility is rarely defined by a single financial limit. Trustees may meet only four or five times a year, while decisions happen every day. Staff need the freedom to employ people, commit expenditure and respond quickly when circumstances change. If every meaningful decision goes to the board, the charity will quickly become slow, frustrating and hard to run. For larger, more complex charities, operating without delegation is simply unrealistic.
Delegation does not alter ultimate responsibility. Trustees retain responsibility for the charity’s direction, resources and conduct, even where authority has been delegated to a committee or staff. The Charity Commission clarifies that trustees share responsibility equally and must maintain appropriate accountability where tasks or decisions are delegated.
That sounds straightforward. In practice, the line can become blurred. A scheme of delegation might say that the chief executive can approve contracts up to £100,000. Does that mean every contract below that amount should proceed without trustee involvement? Probably not. A routine software renewal may require little attention. A much smaller contract connected to a trustee, or carrying safeguarding or reputational risk, may warrant more scrutiny.
I sometimes see schemes of delegation treated as technical documents, reviewed periodically by the finance team and approved by trustees without much discussion. A good scheme should reflect how the charity operates, give staff confidence to make decisions, and identify what matters trustees have reserved for themselves.
Additionally, have written arrangements kept pace with the organisation? A charity may have grown significantly, developed new activities or become exposed to risks that were not contemplated when its approval limits were set. In other cases, practice has evolved informally and bears little resemblance to the documented scheme.
Assurance
The other side of delegation is assurance. Trustees don’t need to redo management’s work, but they do need confidence that delegated authority is being used properly. This might come through management accounts, internal audit or updates on significant decisions.
The challenge is often getting the balance right. More information doesn’t always mean more assurance. A 70-page board pack does not necessarily tell trustees whether a major project is drifting or an important control has failed. Good reporting should draw attention to changes and uncertainties and highlight where management needs trustee input. It should help trustees ask better questions, rather than requiring them to find the important point themselves.
Escalation is equally important. No scheme of delegation can anticipate every situation. Senior staff should feel empowered to highlight discussions to trustees outside their formal authority, especially where the matter is unusual, outside the agreed strategy or difficult to reverse.
As with committees, an audit and risk committee may undertake the detailed work, but the rest of the board cannot simply switch off when finance or risk appears on the agenda. The committee can scrutinise and recommend. It does not remove the collective responsibility of the board.
The healthiest arrangements are built on clarity, not control. Trustees should understand their delegations and receive proportionate assurance about it. Management understands its authority scope, knowing when to pause and seek guidance. Neither side treats referral to the board as a failure.
The test is not trustee approval. In all but the smallest charities this approach is not practicable. Rather, the test should be whether trustees have established sensible boundaries, remained properly informed and were prepared to act when those boundaries were approached.
Delegation should give people space to do their jobs well, without distancing the board from the consequences of decisions made in the charity’s name.
Steve Harper is partner and head of social purpose at HaysMac
