Focus: People Management - Coaching session with Stephen Bubb

We've had a governance review. My chair thinks the chief executive should be a full board member. Is this wise?

Well, the good news is that there are a small number of distinguished charity chief executives who are indeed full members of their boards - Derek Twine and Stephen Bubb to name but two. It is rare but also perfectly possible, although you would need to get Charity Commission agreement to change your articles.

There is an interesting argument that chief executives may be de facto directors in any case.

Traditionally, charity chief executives act only as advisers to the boards - they certainly don't have voting rights. In 2003, Acevo's governance inquiry challenged this structure and asked whether chief executives, given their leadership role, should share fully the responsibilities and risks of their trustees.

Split opinion

We asked our members whether they felt chief executives should be full board members. Exactly 50 per cent said yes and the other 50 per cent said no. So opinion is divided.

Occasionally, however, I have had members asking for advice on a potential course of action because they feel they might be found to be acting as a 'shadow director'. Others have suggested that, by virtue of their role on the board in giving advice and making recommendations, they may be classed as de facto directors.

This is an interesting area of law and something that affects colleagues in the private and public sectors. I strongly advise you to obtain the recent guidance Acevo published on the legal status of charity chief executives (see www.acevo.org.uk).

Trustees

You certainly ought to get the legal position clear. But this is very much a matter of how you and your board of trustees feel about you becoming a full member.

In the private sector and, increasingly, in the public sector, organisations have unitary boards where the governance responsibility is shared between executive and non-executive directors. There is a clear understanding that the direction of the organisation is shared between the non-executives, or 'trustees', and those who are in the full-time paid professional positions at the top of the organisation. There's a lot to be said for this sort of structure in bigger organisations. However, the current trustee model is also highly relevant for most charities.

My advice would be not to look at this in isolation from your wider governance arrangements. Don't do this as a one-off. If you want to pursue it, it has to be against the backdrop of a wider review of roles and responsibilities.

Stephen Bubb is chief executive of the Association of Chief Executives of Voluntary Organisations (Acevo). Send your questions to stephen.bubb@haynet.com.

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