Model Trustee Code of Conduct and Agreement
Understanding trustee codes of conduct
A trustee code of conduct is an agreement between the organisation and individual
board members that spells out the standards of behaviour expected from trustees.
Trustees sign up to the code when they join the board. When they do so, they are
pledging to uphold its standards.
Even where the group does not have ‘trustees’ as such but has a management or
executive committee the people on that group should have some sort of code or
expectations that they are asked sign up to.
The governing board or committee, using input from other parts of the organisation,
should write the code to establish a set of organisational values - for example integrity,
honesty, transparency. It also asks for specific behaviours from trustees designed to put
these principles into practice.
The very act of writing a code can have a good effect on the board or committee by
bringing concerns into the open and inspiring debate. Codes of conduct provide basic
protection for the organisation by defining inappropriate behaviour on the part of its
trustees. Codes can be used to improve trustee recruitment, induction, assessment,
training and development.
This model code offers a place for boards and / or committees to begin the vital process
of policymaking and this template should be adapted to suit each organisation’s needs.
***********************************************************
Trustee Code of Conduct
Organisational values
As a trustee of [organisation] I promise to abide by the fundamental values that underpin
all the activity of this organisation. These are:
Accountability
Everything [organisation] does will be able to stand the test of scrutiny by the public, the
media, charity regulators, members, stakeholders, funders, Parliament and the courts.
Integrity and honesty
These will be the hallmarks of all conduct when dealing with colleagues within
[organisation] and equally when dealing with individuals and institutions outside it.
pg. 1 VAW Model Trustee Code of Conduct and Agreement March 2014.
Transparency
[Organisation] strives to maintain an atmosphere of openness throughout the
organisation to promote confidence of the public, stakeholders, staff, charity regulators
and Parliament.
Additionally, I agree to the following points:
Law, mission, policies
 I will not break the law or go against charity regulations in any aspect of my role
of trustee.
 I will support the mission and consider myself its guardian.
 I will abide by organisational policies.
Conflicts of interest
 I will always strive to act in the best interests of the organisation.
 I will declare any conflict of interest, or any circumstance that might be viewed by
others as a conflict of interest, as soon as it arises.
 I will submit to the judgment of the board and do as it requires regarding potential
conflicts of interest.
Person to person
 I will not break the law, go against charity regulations or act in disregard of
organisational policies in my relationships with fellow trustees, staff, volunteers,
members, service recipients, contractors or anyone I come into contact with in
my role as trustee.
 I will strive to establish respectful, collegial and courteous relationships with all I
come into contact with in my role as trustee.
Protecting the organisation’s reputation
 I will not speak as a trustee of this organisation to the media or in a public forum
without the prior knowledge and approval of the CEO or Chair.
 When prior consent has not been obtained, I will inform the Chair or CEO at once
when I have spoken as a trustee of this organisation to the media or in a public
forum.
 When I am speaking as a trustee of this organisation, my comments will reflect
current organisational policy even when these do not agree with my personal
views.
 When speaking as a private citizen I will strive to uphold the reputation of the
organisation and those who work in it.
 I will respect organisational, board and individual confidentiality.
 I will take an active interest in the organisation’s public image, noting news
articles, books, television programmes and the like about the organisation, about
similar organisations or about important issues for the organisation.
Personal gain
 I will not personally gain materially or financially from my role as trustee, nor will I
permit others to do so as a result of my actions or negligence.
 I will document expenses and seek reimbursement according to procedure.
 I will not accept substantial gifts or hospitality without prior consent of the Chair.
pg. 2 VAW Model Trustee Code of Conduct and Agreement March 2014.










I will use organisational resources responsibly, when authorised, in accordance
with procedure.
In the boardroom
I will strive to embody the principles of leadership in all my actions and live up to
the trust placed in me by (organisation).
I will abide by board governance procedures and practices.
I will strive to attend all board meetings, giving apologies ahead of time to the
Chair if unable to attend.
I will study the agenda and other information sent me in good time prior to the
meeting and be prepared to debate and vote on agenda items during the meeting.
I will honour the authority of the Chair and respect his or her role as meeting
leader.
I will engage in debate and voting in meetings according to procedure,
maintaining a respectful attitude toward the opinions of others while making my
voice heard.
I will accept a majority board vote on an issue as decisive and final.
I will maintain confidentiality about what goes on in the boardroom unless
authorised by the Chair or board to speak of it.
Enhancing governance
 I will participate in induction, training and development activities for trustees.
 I will continually seek ways to improve board governance practice.
 I will strive to identify good candidates for trusteeship and appoint new trustees
on the basis of merit.
 I will support the Chair in his/her efforts to improve his/her leadership skills.
 I will support the CEO in his/her executive role and, with my fellow board
members, seek development opportunities for him/her.
Leaving the board
 I understand that substantial breach of any part of this code may result in my
removal from the trustee board.
 Should I resign from the board I will inform the Chair in advance in writing, stating
my reasons for resigning. Additionally, I will participate in an exit interview.
Trustee Agreement
Trustee Contract between _________________ and ________________.
You have been elected onto the trustee board with effect from ________. You can serve
for three years, with an option for re-election for a further three years, after which you will
have to step down from the board. You may reapply to join the board after one year, but
re-election is at the board's discretion.
An induction programme will be organised for you which will help you to get involved in
the board. In addition the organisation will provide opportunities for you to meet other
trustees, members of staff and familiarise yourself with the organisation, its policies,
plans and financial status.
pg. 3 VAW Model Trustee Code of Conduct and Agreement March 2014.
Should you at any time wish to resign from the board you should do so by writing to the
Chairperson of the board. Reasons should be given if they relate to the organisation and
its activities.
Should you not attend 3 consecutive meetings of the board without giving apologies, you
will automatically lose the right to be a trustee.
You have the right as a trustee to:
 Have equal status and voting rights with all the other trustees
 Receive training which relates to any area of the board's work
Your individual responsibilities are to:
 Attend trustee board meetings regularly. If you are unable to attend you should
give your apologies to the chairperson;
 Understand and be fully committed to the aims and principles of the organisation
 Challenge all incidents that contravene the organisation's equal opportunities
policy;
 Take a share of the board's work by offering to work on a sub-committee of the
board;
 Support all decisions once they have been agreed by the board;
 Respect the confidentiality of board matters and discussions.
Your joint responsibilities with all the other trustees are to:
 Accept legal responsibility for the workers of the organisation;
 Act as employers for the workers of the organisation;
 Decide overall policy for the organisation's work within the guidelines laid down
by the members;
 Be satisfied that within the constraints of resources, the organisation is meeting
its aims;
 Take a long term view of how the work of the organisation should develop;
 Try to ensure that funding for the organisation continues;
 Ensure that all trustee responsibilities delegated to paid staff and individual
members of the organisation are carried out.
Trustees are required to declare any interests which may result in conflict while
they are serving on the board.
Board member's declaration




I have read and understood the provisions of the trustee contract
I have received and read the induction material for new trustees and understand
my duties and responsibilities as a trustee
I undertake to familiarise myself with the organisation's policies, objectives, plans
and financial position.
I shall declare all conflicts of interest as and when they arise. If at any time these
conflicts hamper my ability to perform my role as trustee, I shall resign from the
board.
pg. 4 VAW Model Trustee Code of Conduct and Agreement March 2014.

I shall keep all the proceedings at trustee meetings confidential and shall not
discuss any of the issues with the press / media without clearance from the
Chairperson.
Signed __________________________________________
Declaration of Trustee Eligibility
I declare that:
 I am over age 18.
 I am not an undischarged bankrupt.
 I have not previously been removed from trusteeship of a charity by a Court or
the Charity Commission.
 I am not under a disqualification order under the Company Directors'
Disqualification Act 1986.
 I have not been convicted of an offence involving deception or dishonesty (unless
the conviction is spent).
 I am, in the light of the above, not disqualified by the Charities Act 1993 (section
72) from acting as a charity trustee.
 I undertake to fulfill my responsibilities and duties as a trustee of [name of
organisation] in good faith and in accordance with the law and within [name of
organisation]'s objectives / mission.
 I do not have any financial interests in conflict with those of [name of organisation]
(either in person or through family or business connections) except those which I
have formally notified in a conflict of interest statement. I will specifically notify
any such interest at any meeting where trustees are required to make a decision
which affects my personal interests, and I will absent myself entirely from any
decision on the matter and not vote on it.
Signed: __________________ (Name of trustee)
Date: __________
pg. 5 VAW Model Trustee Code of Conduct and Agreement March 2014.