I have been reading the recent guidance note by ICSA (The Chartered Governance Institute) on Lead Charity Trustees in England and Wales (November 2019), aimed principally at charities with staff. It is admirably brief (14 pages even including a specimen role description) and puts its finger on a number of key risks and remedies, so if you are or might become a lead trustee, or are thinking of appointing one, please do read it. It could save a lot of grief.
A lead trustee (or link trustee) is asked to take a continuing special interest on behalf of the Board in a particular subject and liaise with the relevant staff, in a way that the whole Board or formal Board sub-committees cannot always do. So we have the Hon Treasurer, the safeguarding trustee, the HR trustee, the GDPR trustee and so on. (I currently have the honour to be Policy Trustee for the Directory of Social Change). So what could possibly go wrong?
Collective responsibility can suffer. Appointing a lead trustee does not absolve the other members of the Board from exercising their responsibilities for collective decision-making. They shouldn’t – but some do – heave a sigh of relief and leave safeguarding to the safeguarding lead or finance to the Hon Treasurer. Lead trustees are there to help the Board to do its job better, not to do its job for it. Similarly if something goes wrong you can’t just blame the lead trustee: all trustees carry the can. Equally, the lead Trustee must be accountable to the Board and not abuse the position by taking decisions that properly belong to the Board as a whole.
Lead trustees can be asked to do different things, up to and including having some carefully delegated decision taking. Exactly what they are expected to do, and the limits of delegated authority, cannot wisely be left vague. It should be pinned down in writing, says the ICSA guidance, and regularly reviewed by the Board.
The lead trustee must be directly accountable to the Board and not start to be accountable to the senior staff instead, it continues, and senior staff may need to be reassured that the appointment of a lead trustee does not signal lack of trust in their competence or an intention to undermine them. The lead trustee must remember that he or she does not have a management role.
These perils are real. I have indeed known a fundraising trustee come under pressure from staff to start managing a chunk of the fundraising operation. She certainly had the skills to do so, but it would have led to impossible conflicts of identity with her role as Trustee. I have known a lead trustee who assumed that the staff would accept her instructions and views because she was a trustee (forgetting that this goes beyond the lead trustee mandate). And it can be really awkward if the lead trustee has strong views with which staff disagree.
I have also seen a lead trustee bat so hard for “his” special interest in Board discussions that both Board and senior staff team felt he had become incapable of taking a rounded view as a member of the collective Board. I have experienced the uneasiness on a board where lead trustees had close but un-minuted involvement with staff, leading to advice and proposals to the Board stemming partly from a Board member but without the transparency or authority of a board sub-committee.
I have known uneasiness on the part of a very senior staff executive because a senior staff member supposed to report to him was in practice starting to answer directly to the lead Trustee, undermining the management hierarchy. I have known of staff who assume they have kept the whole Board properly informed because they have had a chat with the lead Trustee.
In fact, because of these potential problems of confused identity and accountability, I have also known of one charity which decided it was not going to ask individual Trustees to act as continuing lead trustees or special advisers to staff teams because the scope for confusion was too great and causing tensions.
I think that is too fatalistic. Formal sub-committees cannot cover every subject. The lead trustee role can work. But only if there is open accountability and enough clarity about what the role is and is not.
So do have a look at that guidance note! Thank you, ICSA.