Governing bodies, trustee boards and meetings during the COVID-19 pandemic

Introduction

Governance is essentially about how boards of trustees, boards of directors, governing bodies or committees make decisions, allocate resources, achieve results and are held accountable. The COVID-19 pandemic has led to national and international disruption. The pandemic has had, and will continue to have, significant impact on the day-to-day life of individuals and organisations. This note will offer some practical suggestions about decision-making during the pandemic.

In this note, we will refer to the individuals who sit on the boards, committees and governing bodies of schools and other charitable and not-for-profit organisations as ‘trustees’.

This note offers general guidance only: it will be updated with additional advice and guidance as public health information and government directives change. For advice specific to your organisation, please contact Caroline Redhead, or your usual contact at Burnetts.

Role of the board or governing body

In general, the scope of the role of a trustee and the responsibilities that go with it are similar, although each organisation will have its own governance structures, processes and financial circumstances which will all play a role in how that organisation’s trustees formulate their strategic response to a given set of circumstances. Trustees will remain responsible for the direction and oversight of their organisations, as well as the health and well-being of employees and volunteers, students and other users or beneficiaries of their services.

As the social, economic and educational picture continues to develop and to impact on the business and operations of schools, colleges and other charitable and not-for-profit organisations, trustees will need to formulate strategies to respond. While boards may delegate authority to the management team, trustees are still collectively responsible for all decisions that are made and actions that are taken with their authority. The current crisis does not diminish the need for trustees to maintain strategic oversight and control.

Meetings during the COVID-19 pandemic

The current government advice is that educational settings should close until further notice while maintaining provision for the children of key workers and vulnerable students (see our guidance relating to maintaining educational provision here). Other charitable organisations will be subject to different. Where an organisation is required to close, the access of non-essential staff (including trustees) to the organisation’s premises will be limited.

In addition, the recommendations for self-isolation will include trustees if they:

• are displaying the symptoms of the virus or have been in contact with others who are displaying symptoms,
• are over the age of 70,
• have certain underlying medical conditions,
• have a weakened immune system; or
• are pregnant.

Individuals who live with, have contact with or caring duties for people in the above categories are also advised to self-isolate. Social distancing and isolation measures being taken will have implications on the delivery of planned meetings for the foreseeable future. This will mean that it will be against government advice for a significant number of trustees to physically attend meetings.

Your school/charity’s governing document will set out what is required in terms of frequency of meetings and how they are to be held. Where a governing document is silent on whether or not meetings need to be face to face, note that the Companies Act 2006 (which is relevant to corporate charities, including academies) allows for a meeting to be conducted electronically in such a way that persons who are not all in the same place can attend, speak and vote at the meeting. The Charity Commission has published guidance which reassures charities that, where government prohibits the congregation of large numbers of people, it is acceptable for trustees to convene meetings in different ways.

Where your organisation has planned to hold an AGM, or to convene an AGM in the near future, careful consideration should be given as to whether to cancel or postpone it.

Practical suggestions for trustees

• Ensure that communication between trustees and the management of the organisation continues: it is essential that trustees continue to monitor the financial and operational health of the organisation during the pandemic.
• The position of employees and volunteers will need to be considered and decisions made as to whether lay-offs or other measures are necessary. See our guidance here in relation to government grants available to cover the wages of workforce who remain on the payroll but are temporarily not working during the COVID-19 outbreak.
• Review the organisation’s short, medium and longer-term priorities and consider whether, and if so how, strategy and financial planning should change.
• Review the organisation’s insurance coverage and speak to the insurers to obtain clarity where necessary. Ensure that the actual position is communicated to the managers or the board as part of the business continuity discussions and preparations.
• Consider the terms of the insurance policies when implementing broad business continuity plans and note that, as with all insurance policies, the policyholder is under a duty to minimise its loss. The steps that can be taken will be specific to each business, but might include facilitating home and remote working and taking steps to reduce variable costs, where possible.
• Consider how best to hold meetings – ensuring that all trustees are able to participate in the decision-making.
• Ensure that clear and detailed minutes of decisions are taken. Trustees must make decisions collectively (dissensions can be noted) and we would recommend that reasoning and action points are all recorded so that the trustees are able to justify how significant decisions were reached and on what basis they were made.

Please don’t hesitate to contact us (01228 552222) for specific guidance in relation to the governance of your organisation, holding your AGM or convening meetings of trustees or other decision-makers. Please note that both telephone and video appointments can be arranged during this period of self-isolation.