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The Charities Governance Code, how this will affect your charity going forward

  • Ireland
  • Corporate secretarial services

21-10-2021

The Charities Governance Code (the “Code”) was introduced by the Charities Regulator in Ireland in November 2018 and came into force on 1 January 2020. The objective of the Code is to ensure that all registered charities in Ireland achieve their charitable objectives with integrity and that charities are managed effectively and efficiently with accountability and transparency at the forefront.

2020 was the first year that charities were expected to comply with the Code and 2021 will be the first year that charities are required to report on their compliance with the Code within their annual reports. 

Like most other corporate governance codes, the Code operates on a “comply or explain” basis meaning that charities must comply with the requirements as set out in the Code. However, if for any reason a charity has not complied with any such requirement(s), they must set out cogent explanations as to why they have not done so.

The Six Principles of the Code

  1.  Advancing Charitable Purpose
  2.  Behaving with Integrity
  3.  Leading People
  4.  Exercising Control
  5.  Working Effectively
  6.  Being Transparent and Accountable

Standards in the Code

Each of the six principles contains an accompanying set of core standards with some additional standards for more complex charities (the “Standards”). The Trustees of each charity are responsible for determining whether or not it falls within the definition of a complex charity and in doing so, the Trustees must give consideration to the income generated by the charity, the number of employees and the complexity of its operations.

Reporting

In order to demonstrate compliance with the Code, a charity’s Trustees needs to identify, record and evidence the actions it takes to meet each of the Standards applicable to it. This is done via a compliance record form (available from the Charities Regulator website). As the Code operates on a comply or explain basis, this form can also be used to note and explain any non-compliance with a particular standard(s) of the Code. The particulars of compliance will not only be declared in the charity’s annual report but, depending on a charity’s compliance status, may also be disclosed on the Register of Charities. These declarations are split into 3 categories;

  • Declaration A: Full compliance with the Code, this status will be publicly disclosed on the Register of Charities as and from the date the annual report is filed;
  • Declaration B: Partial compliance with the Code, this status will not be publicly disclosed on the Register of Charities unless a charity specifically mandates that it be disclosed. This affords charities the opportunity to explain any non-compliance with the Code and, where applicable, the steps (if any) they are taking to rectify the non-compliance;
  • Declaration C: A charity has not commenced implementation of the Code. An explanation as to why implementation has not commenced can be declared. This status will not be disclosed on the Register of Charities.

Monitoring

The Charities Regulator will be monitoring compliance with the Code and any explanations for non-compliance with a view to determining if there are any common reasons for charities not achieving compliance with the Code. The compliance record forms completed by charities may also be requested and reviewed to check the actual standards of compliance against the level of compliance the charity has declared. The purpose of this monitoring is to highlight any issues charities are encountering in ensuring compliance with the Code so that further guidance can be issued by the Charities Regulator where appropriate.

Recording decisions of the Board and Trustees

It is vitally important that a record of all discussions and decisions of the Board and Trustees at meetings are documented in a detailed set of minutes. A clear set of minutes will also support and record discussions and actions taken by a charity in meeting compliance with the Code. 

It is equally important that the secretary of a charity has the requisite knowledge, skills, experience and resources to accurately capture these decisions, maintain records appropriately and provide support to the Board and Trustees as required.

We can help

If not done so already charities should take action now to ensure their compliance with the requirements of the Code.

At Eversheds Sutherland we have a highly skilled and experienced company secretarial team with expertise in all areas of governance including charity governance. We also have a dedicated charities group who can advise on all legal aspects of your charity.

If you require any assistance or advice on any of the matters covered in the preceding or wish to discuss the establishment of a charity, please contact: