Board and Organisational Governance

Good governance enables boards and leadership teams to make sound decisions, discharge their responsibilities and lead their organisations with confidence. It also provides the framework through which organisations establish accountability, manage risk, protect their stakeholders and respond effectively when difficulties arise.

Our Governance, Safeguarding and Charity Law team advises boards, directors, trustees, governors and senior leaders across the public, private, charitable and not-for-profit sectors. We combine legal expertise with a practical understanding of how organisations and their governing bodies operate.

We do not regard governance as a matter of documents and procedures alone. Effective governance depends upon the relationship between an organisation’s purpose, structure, people, culture and decision-making arrangements. We therefore take time to understand the organisation, the environment in which it operates and the particular pressures facing its board and leadership.

How we can help

We advise organisations on matters including:

• the legal duties and responsibilities of board members, directors, trustees and governors;
• board, committee and organisational structures;
• decision-making procedures, delegations and reserved powers;
• the respective roles of the chair, board, committees and executive leadership;
• conflicts of interest, loyalty and duty;
• board effectiveness and governance reviews;
• constitutions, articles, standing orders, schemes of delegation and governance policies;
• difficult, sensitive or high-impact decisions;
• organisational culture, conduct and accountability;
• board and leadership disputes;
• governance during restructuring, periods of change or regulatory scrutiny;
• risk management and crisis response;
• independent investigations and reviews; and
• board training, mentoring and strategic support.

Governance reviews and board effectiveness

Organisations often seek our assistance when their governance arrangements have not kept pace with their growth, activities or regulatory environment. Others approach us following a dispute, safeguarding concern, regulatory intervention or breakdown in relationships between the board and senior leadership. We undertake proportionate governance reviews to identify legal, structural and practical weaknesses and help organisations establish arrangements that are clear, workable and appropriate to their circumstances. Our advice is focused not simply upon identifying problems, but upon helping boards implement sustainable improvements.

Governance in challenging circumstances

Governance becomes particularly important when an organisation faces a serious incident, internal complaint, investigation, leadership dispute or significant strategic decision. In these circumstances, uncertainty about responsibilities, conflicts or decision-making authority can compound the original difficulty. We help boards establish a defensible decision-making process, identify and manage conflicts, clarify who may participate in decisions, preserve appropriate records and communicate effectively with stakeholders and regulators. Where necessary, we work alongside our safeguarding, investigations, dispute resolution, employment and regulatory colleagues to provide coordinated advice.

Governance for charities

Charities and their trustees operate within a distinct legal and regulatory framework. In addition to the wider organisational matters described above, our Charity Governance service provides specialist advice on trustees’ legal duties, charitable purposes, public benefit, governing documents, regulatory compliance and engagement with the Charity Commission.

If you would like to discuss your organisation’s governance arrangements, a difficult board-level issue or a governance review, please contact Dominik Opaliński or another member of our Governance, Safeguarding and Charity Law team.