Understanding the complex role of charity Trustees in England and Wales has become easier thanks to the recent publication of an updated Charity Governance Code.
First launched in 2005, the Charity Governance Code is a voluntary standard by which Trustees can improve and measure their individual performance, and the wider Board governance of charities. It reflects the legal obligations on Trustees, as set out in the Charity Commission’s The Essential Trustee (CC3), and supports these with practical suggestions on how to ensure good governance in organisations of all sizes.
The refreshed version of the Charity Governance Code, published in last November, is the first update to the Code in five years and offers Trustees and their charities a clearer, more practical way to improve how they operate and deliver on their purposes.
What is the Charity Governance Code?
The Charity Governance Code is a set of principles and practical guidance designed to help charity Trustees and Boards govern their organisations well. It applies to charities in England and Wales (separate Codes are available for charities in Scotland and Northern Ireland) and reflects the belief that governance is not just about compliance, but about ensuring charities achieve their missions effectively, ethically and sustainably.
The Code is based on a set of core governance principles. It uses an “apply or explain” approach, meaning charities are encouraged to adopt the principles and outcomes that are relevant to them, or explain in their annual report why they haven’t. The 2025 update introduces structural and thematic changes that reflect developments in the sector, including a stronger focus on behaviours, culture, inclusion and outcomes.
Why does the 2025 Charity Governance Code update matter?
Good practice in charity governance has become increasingly challenging in recent years, with growing financial pressures and associated risks, digital transformation, and public scrutiny of charity conduct and accountability. These trends have highlighted the need for an updated Code that helps Trustees:
- Lead ethically and strategically
- Make sound, evidence-based decisions
- Ensure diversity, inclusion and stakeholder voice
- Strengthen trust and public confidence.
The updated Code aims to respond directly to these realities by emphasising not just structures and compliance, but how Boards behave and what outcomes good governance produces.
The Code also aligns governance with broader societal expectations — around equity, diversity and inclusion, environmental stewardship, digital accountability, and stakeholder engagement — while remaining sufficiently flexible to apply to charities of all types and sizes.
What’s new in the 2025 Charity Governance Code?
The Code retains its core purpose — to provide a framework for good governance — but introduces several significant structural and thematic updates compared with the previous (2020) version. These changes reflect sector feedback and extensive consultation.
- Eight Clear Governance Principles
The refreshed Code is built around eight universal principles, each accompanied by practical indicators of good practice, suggested behaviours, and examples of evidence that Trustees might use to demonstrate how governance is working well.
The eight principles are:
Trustees take responsibility for, and invest the necessary time and care,
in understanding the charity, their responsibilities and legal duties.
The Board is clear about the charity’s aims and how these benefit all or part of the public. It ensures that activity is targeted at achieving those aims both in the short and long term.
The charity is headed by an effective Board that provides strategic leadership in line with the charity’s purpose and values.
The Board has agreed the standards and values which shape the charity’s behaviours and culture. This includes being open about how the charity operates and responding thoughtfully to feedback.
The Board makes effective decisions that best serve the charity’s purposes. Trustees take personal responsibility for carefully considering each decision and working to reach agreement.
- Managing resources and risks
The Board takes responsibility for stewarding, developing and allocating resources. The Board identifies the risks to achieving the charity’s aims and agrees how to navigate them. The Board seeks assurance that risks are properly managed.
- Equity, diversity and inclusion
The Board has a clear, agreed and effective approach to supporting equity, diversity and inclusion (EDI) throughout the organisation, including in its own practice.
The Board works well together, using an appropriate balance of skills, experience, backgrounds and knowledge. It reviews its performance on a regular cycle and takes steps to improve.
- A stronger focus on behaviour and culture
The new Code places an emphasis on behaviours, values and culture. Rather than simply setting out structural expectations, the Code now encourages Trustees to think about:
- How they engage with each other and stakeholders;
- Whether behaviours reinforce the charity’s mission, values and ethical commitments;
- The importance of curiosity, openness, respect and continuous learning among Trustees.
This approach recognises that good governance depends not just on policies and processes, but on how Trustees act in practice — and how they reflect the values of the charity in their decisions.
- More practical guidance and “What Success Looks Like”
Each principle now includes:
- Clear indicators of what good governance looks like “when it’s working”
- Expected Trustee behaviours that support governance outcomes
- Suggested policies, processes and practices appropriate for Boards to adopt
- Examples of possible evidence and assurance Trustees can use to show how they are applying the principles.
- A single Code for all charities
In past versions, the code provided separate templates for smaller and larger charities. The 2025 Code consolidates all charities into a single unified framework, with notes and examples that may vary depending on size or context. This enhances accessibility and helps ensure that foundational governance expectations are consistent across the sector.
- Greater alignment with current governance issues
The updated Code reflects several broader trends and expectations facing charities today, including:
- Digital governance and data ethics
- Environmental sustainability and ethical decision-making
- Stakeholder engagement and listening culture
- Resilience and long-term sustainability.
By weaving these themes into its principles, the Code encourages Boards to consider not just their legal compliance, but the operational and societal contexts in which charities are working today.
How Trustees can use the Charity Governance Code
Because the Charity Governance Code is voluntary, its value lies in helping charities improve governance practice, not simply to meet a regulatory benchmark. Here are a few practical ways Trustees can use it:
- Carry Out a Governance Review
Use the Code’s principles and indicators to assess current governance practices, identify gaps and set priorities for improvement.
- Embed the Code in Board Development
Build governance conversations around outcomes and behaviours, and integrate them into Trustee induction, Board evaluations, strategic planning and policy review.
- Reflect the Code in annual reporting
Charities are encouraged to include a short statement in their annual report explaining how they have applied the Code or why they haven’t – a practice that enhances transparency and external trust.
At its heart, the new Charity Governance Code reflects that good governance is not an administrative burden – it’s a strategic asset. Boards that articulate clear purpose, make sound decisions, manage resources responsibly, and embed ethics and inclusion throughout their work are better positioned to deliver true social impact, maintain public trust, and weather uncertainty. This resonates with staff, volunteers, donors and other key stakeholders who charities will need to engage.
Can you afford not to discuss the Charity Governance Code at your next Board meeting?
Links to top Charity Governance Code 2025 resources
The Charity Governance Code for England and Wales: https://www.charitygovernancecode.org/
The Charity Governance Code for Scotland: https://goodgovernance.scot/governance-code/
The Charity Governance Code for Northern Ireland: https://www.ruralcommunitynetwork.org/app/uploads/2021/11/code_of_good_governance_0.pdf
The Essential Trustee (CC3): https://www.gov.uk/government/publications/the-essential-trustee-what-you-need-to-know-cc3
Need assistance with effective charity governance? Get in touch with our UK charity consultants to discuss how we can help you.
Blog written by Eastside People consultant Stephen Elsden.
