Charities: Directors and Governance

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Title: Charities: Directors and Governance Prepared By: Alice Macdougall, Freehills Focus: Charity governance and board of directors Date: August 2006 Publisher: Freehills Download: Download the paper (PDF format)

Prepared by Alice Macdougall at Freehills, this paper approaches the role of directors from a governance viewpoint and identifies the legal duties within the following governance framework:

1. Some fundamentals, including what are the objects, duties, powers and governance;
2. Responsible decision making, including legal duties and what every director should know and ask about the charity;
3. Risk management, including legal and accounting compliance, financial monitoring, insolvency and internal controls;
4. Board structure, including composition and skills, role of chairperson and company secretary;
5. Stakeholders, including codes of conduct on managing stakeholders and maintaining relationships.

The attachments cover:

1. sample board charter;
2. sample conflicts of interest code of conduct;
3. sample board evaluation.