Governance structure

The Fundraising Regulator is a registered company limited by guarantee in England and Wales and without a share capital, which is governed by articles of association. We have a non-executive Board of Directors (‘the board’) which is responsible for overall control and strategic direction, and whose members are drawn from both within and outside the charitable fundraising sector. The board is led by a Chair, who is supported by a Vice Chair, and is guided by recommendations from three committees: 

• the Complaints and Investigations Committee
• the Finance, Audit and Risk Committee; and
• the Standards Committee. 

The committees have external members (who are co-opted on the basis of relevant skills) and some have observers (who contribute intelligence and advice, but do not have a decision-making role). The board and each committee meet at least four times every calendar year. The board also holds an annual away day to assess progress against the Strategic and Business Plans and to consider future developments. This year’s programme included a session on how charities are using AI to support their fundraising. 

The board is supported by an executive function, led by the Chief Executive. Day to day operation is delegated by the board to the senior management team.

Futures Working Group

The Futures Working Group supports longer term thinking by exploring developments in technology and data that may shape charitable fundraising and regulatory approaches. It is an advisory forum rather than part of our formal governance structure and does not have decision making powers. Its membership includes board members and senior staff, with independent experts as guest speakers. 

The group met four times during the year. Discussions covered modern regulatory approaches, including the potential use of artificial intelligence, future guidance needs, insights from intelligence and fundraising trends, and wider sector or societal developments that may affect fundraising practice and public protection.

Articles of association and terms of reference

Our articles of association are supported by terms of reference which outline the role and responsibilities of the board and committees. All terms are reviewed regularly. The board’s articles, terms and recent meeting summaries are available on the governance pages of our website. Committee terms of reference are available on request.

Recruitment and appointment

All board directors and external committee members are appointed through open competition following a skills gap analysis. Recruitment is either carried out in house or outsourced to an agency, considering opportunities to encourage applications from underrepresented groups. Shortlisting and interviews are carried out by a panel of board members. References are required and all appointees must follow the Nolan ‘Seven Principles of Public Life’. Board and external committee members are normally appointed for three-year terms, with successive terms being permitted up to a maximum of nine years and, in exceptional circumstances, for a tenth year. 

Induction and training

New board members take part in a detailed induction that covers their duties, the history and key decisions of the board and an overview of the regulator’s functions and services. Each is also inducted into the work of the committee on which they will serve, including briefings from the committee Chair and meetings with key staff. 

All directors have an annual appraisal carried out by the board Chair, and external committee members have an appraisal with their committee Chair. Any training or development needs identified are addressed by the board Chair and Chief Executive to make sure members have the tools needed to fulfil their obligations.

Conflicts of interest

All board and committee members are required to declare any potential conflicts of interest before appointment. A register of interests is maintained and reviewed on an annual basis, with any changes updated in the interim. Conflicts are a standing item on every meeting agenda. Any actual or perceived conflicts are raised either in advance of or at the start of each meeting and noted in the minutes. If a person’s interests conflicts with our regulatory interests, they are required to withdraw from the discussion and decision making.

Remuneration and expenses

Board and committee members are remunerated at the rate agreed on their letter of appointment. Reasonable expenses for travel, accommodation and subsistence when carrying out official business are reimbursed in line with our expenses policy.

Risk management

Our strategic risk register is discussed by the senior management team on a quarterly basis and formally reviewed by the Finance, Audit and Risk Committee and board at each meeting. Key risks this year related to cyber security, financial sustainability, public expectations of our remit, and the regulation of specific areas of fundraising practice. We continued to maintain Cyber Essentials Plus accreditation, provided regular staff training, and strengthened business continuity planning.

The board met four times and discussed topics such as: 

• Approval of the new code and consideration of wider sector engagement.
• Review of the risk register, including matters relating to cyber resilience.
• Finance, levy and registration updates, including budget forecasts, levy collection, investment performance and registration trends.
• Recruitment of new board and Committee members.
• CEO briefings on regulatory priorities and external engagement across England, Wales, Scotland and Northern Ireland. 

Board meetings are observed by a representative from the Scottish Fundraising Adjudication Panel, which is responsible for regulating fundraising by Scottish charities in line with the Code of Fundraising Practice.

*Attendance figures reflect changes in board membership during the reporting period. Jenny Williams, David Cunningham, Sacha Deshmukh and Jill Thompson stepped down from the board on 31 March 2025. Four new board members – Paul Amadi, Anne Heal, Nick Jones and Girish Menon – were appointed to the board on 1 April 2025. Attendance is shown against the number of meetings each member was eligible to attend. Anne Heal, Girish Menon and Nick Jones also attended an additional board meeting as observers in February 2025. 

* Attendance figures reflect changes in Committee membership during the reporting period. Jenny Williams stepped down as Chair and from the Committee after the March 2025 meeting. Catherine Cottrell and Andrew Nebel also completed their terms at the March meeting. Anne Heal joined the Committee from March 2025, withDamian Chapman and Valerie Morton joined in March 2025, so their attendance is shown only for the meetings they were eligible to attend. Reshard Auladin became Chair from March 2025. 

* Attendance figures reflect changes in Committee membership during the reporting period. Jill Thompson stepped down as Chair and from the Committee after the March 2025 meeting. Sacha Deshmukh and David Cunningham also stepped down at the same meeting. Nick Jones became Chair from March 2025, and he and Girish Menon joined the Committee during the year, so their attendance is shown only for the meetings they were eligible to attend.

*Attendance figures reflect changes in Committee membership during the reporting period. Several members stepped down from the Committee part way through the year, including David Cunningham and Nick Jones, whose attendance is shown only for the meetings held before their departure. New members Paul Amadi, Adrian Williams and Jen Suter joined the Committee later in the year, so their attendance is recorded only for the meetings they were eligible to attend. Nick Jones became a member of the board from March 2025 and now chairs the Finance, Audit and Risk Committee.