Understanding Charities - Good governance: more than attending meetings

By Julio Pisharello

This article forms part of the series “Understanding Charities: A Practical Guide for Trustees and the Public”. The series is being published following the introduction of the Charities Act 2026. Its purpose is to help readers better understand charities, the role of trustees and the governance arrangements that help maintain public trust and confidence in the charitable sector.

In the previous article, we looked at the six essential duties of charity trustees. Understanding those duties is important, but good trusteeship also requires them to be put into practice. 

That is where good governance comes in. 

Gibraltar's charitable sector is diverse. Many charities are relatively small, often volunteer-led organisations raising funds through flag days and other community activities, including in support of UK charities. Others are larger organisations responsible for substantial resources, multiple projects and more complex activities. Good governance therefore does not mean that every charity should operate in the same way. 

At its heart, governance is practical: how trustees organise themselves, obtain the information they need, make decisions and provide effective leadership of their charity. 

Governance and management are not the same thing 

Governance is principally concerned with the direction and oversight of the charity. Trustees need to be satisfied that it remains focused on its charitable purposes, is being run responsibly and is responding appropriately to the opportunities and challenges it faces. 

Management is different. It is concerned with carrying out the charity's activities and implementing its plans. 

In smaller charities, trustees may also be actively involved in running the charity, while in larger charities day-to-day management may rest with employees. Either way, trustees should recognise when they are acting in their governance role: considering not simply what the charity is doing, but whether it is pursuing the right priorities and doing so effectively and responsibly. 

Effective boards need more than meetings 

Board meetings are an important part of governance, but simply holding meetings does not make a board effective. The quality of those meetings matters. 

Trustees should receive useful information sufficiently in advance. Agendas should focus on matters requiring trustee consideration, with important decisions given sufficient time for proper discussion. 

A useful discipline is to establish a schedule of standing items for the year ahead. Some matters, such as financial performance, may require attention at every meeting, while others can be scheduled at appropriate points during the year. This helps trustees cover important areas systematically and reduces the risk of matters being overlooked. 

An effective board should also periodically consider the charity's priorities, future plans and significant challenges, rather than dealing only with matters that have already arisen. 

The arrangements need not be elaborate. What matters is having a workable framework that focuses trustees' attention where it is most needed. 

Good decision-making requires the right environment 

The previous article explained some of the legal principles applying to trustee decisions. Good governance helps create the environment in which sound decisions can be made. 

Trustees need relevant information, sufficient time and the opportunity to express different views. The chair has an important role in keeping discussion focused, encouraging participation and ensuring that relevant questions and differing perspectives are considered. 

Trustees will not always agree. What matters is that important decisions receive appropriate consideration and that the board is ultimately able to reach and implement them properly. 

Board culture and effectiveness 

Good governance ultimately depends as much on the culture of the board as on its structures and processes. 

Trustees should feel able to raise concerns, ask difficult questions and admit when they do not understand something. Problems can arise when one individual dominates discussion, decisions are effectively made before meetings take place, or trustees become reluctant to question established ways of doing things. 

An effective board should periodically reflect on its own performance. Are meetings focused on the right matters? Is everyone contributing? Does the board work effectively as a team? Where could it improve? 

This can be done through periodic internal review or discussion. Larger or more complex charities should also consider whether an independent external review of board effectiveness would be useful from time to time. An external perspective can help identify areas for improvement that may be less apparent from within the board itself. 

Good governance also requires follow-through. A simple action log, recording agreed actions, responsibility and expected completion dates, and reviewed at each meeting, gives trustees visibility over progress and helps ensure that decisions are carried through. 

Trustee Question of the Week: How often should trustees meet? 

There is no single meeting frequency that will be right for every charity. Trustees should first check their governing document, which may specify how often meetings must be held or contain other requirements about meetings. 

Beyond that, the board should meet often enough to govern the charity effectively. The appropriate frequency will depend on the charity's activities, the decisions facing it and its circumstances. A significant project or unexpected problem, for example, may require more frequent meetings for a period. 

The important question is not simply, “How many meetings have we held?” but “Are we meeting often enough, and using those meetings effectively, to govern the charity properly?” 

Key Takeaway 

Good governance is not simply about holding meetings or following procedures. It is about having appropriate structures, information and board culture that enable trustees to provide effective leadership and make sound decisions, with arrangements proportionate to the nature, scale and complexity of the charity. 

Looking Ahead 

Next week, we will look at managing charity money properly, including the shared responsibility of trustees for safeguarding charitable funds. 

Jose Julio Pisharello is a member of the Gibraltar Charity Commission and has written this series with the aim of helping readers better understand charities, trustee responsibilities and good governance. 

(*) Throughout this series, the term “trustee” is used broadly to describe those responsible for the governance of a charity. Depending on how a charity is constituted, they may, for example, be directors of a charitable company or councillors of a private foundation.