Board of Directors: Terms of Reference

  1. The Fundraising Regulator is a company limited by guarantee, operating across the UK (1). Its Directors are jointly and severally responsible for the overall control and strategic direction of the company, in accordance with the Memorandum and Articles of Association (the Articles) and other relevant legal and regulatory requirements and the principles of good governance. 
  2. Membership of the Board of Directors

    1. The Board of Directors is responsible for the recruitment and appointment of Directors and for determining the number of Directors. 
    2. Board appointments will normally be made for a three year period. Board members can be reappointed for successive three year terms up to a maximum term of 10 years.
  3. Meetings

    1. Board meetings will normally take place quarterly. Any Director may call a Directors’ meeting by giving not less than seven working days’ notice of the meeting to the Head of Communications & Corporate Services. 
    2. Meetings can take place in person, by videoconference/ conference call or a combination of both. The meeting Chair will decide on the format of the meeting. Committee business may also be conducted by email provided that the quorum is met.
    3. The staff shall normally provide papers for consideration by the Directors not less than five working days before each meeting. 
    4. There shall be a written record of each meeting, agreed by the Directors at the subsequent meeting. A summary of decisions made at each Board meeting will be published on the Fundraising Regulator's website.
    5. The quorum for a Board meeting is four Directors (2), one of whom should be the Chair or Vice Chair of the Board, or in their absence a Director appointed by the meeting to chair on that occasion.
    6. Decisions will primarily be taken by consensus, but any member of the Board may request a vote. Should the vote be tied, the chair of the meeting shall have the casting vote.
  4. Committees and delegations

    1. The Board may set up Committees and specify which Directors should serve on those Committees and whether co-optees should be asked to serve. The Board may also delegate any of its powers to a Committee.
  5. Staff attendance

    1. The Chief Executive shall normally attend Board meetings. Other staff shall also normally be invited to attend, (at the Chief Executive’s discretion and with the Chair of the Board’s agreement). The Board may from time to time decide to consider specific confidential items without staff (including the CEO) present.
  6. Director roles and responsibilities

    1. The Articles set out the Fundraising Regulator’s objects, the activities it may undertake to deliver those objects and the powers and duties of the Directors. The Directors must exercise their powers in strict accordance with the Memorandum and Articles and should also endeavour to reflect best practice in governance. 
    2. In summary, the roles and responsibilities of the Directors, as members of the Board, are as follows:
      1. To act in the best interests of the Fundraising Regulator at all times, in accordance with the Fundraising Regulator's Articles
      2. To promote and sustain the Fundraising Regulator's assets and resources ensuring solvency and effective management of the Fundraising Regulator.
      3. To ensure personal familiarity with the Articles, other regulatory and legal requirements and operational processes.
      4. To ensure compliance with all legal and regulatory requirements relevant to the Fundraising Regulator's activities, for example in relation to health and safety, employment of staff, money laundering and the proceeds of crime, and data protection.
      5. To agree the vision and strategic direction of the Fundraising Regulator, and arising from that an annual business plan and budget and an annual report and accounts.
      6. To take responsibility for the appointment and ongoing oversight of the Chief Executive and to ensure that any duties delegated to the Chief Executive do not impinge on those of the Board.
      7. To monitor the Fundraising Regulator's performance and delivery.
      8. To ensure that minutes are kept recording the key issues and the decisions of meetings of the Board and any Committees.
      9. To ensure that there are effective controls in place to monitor and review regularly the Fundraising Regulator's finance and administration systems.
      10. To ensure that appropriate records relating to accounts and financial matters are maintained in the required manner and that they are independently audited and filed appropriately.
      11. To ensure that all risks to the Fundraising Regulator and its assets are identified and appropriate steps taken to mitigate those risks. 
      12. Where money that is not immediately required is invested, to ensure that this happens in the most suitable manner, in line with the Fundraising Regulator's investment policy. 
      13. To ensure that there is no personal profit from the office of Director.
  7. Expectations of Directors

    1. Directors are expected to attend Board meetings and meetings of any Committee of which they are a member, to prepare fully for those meetings, to engage actively in discussion and decision making, to exercise collective responsibility and to respect confidentiality. Directors should also be prepared to provide advice and support as necessary between meetings.
    2. Board members will be expected to participate in annual appraisals of performance, carried out by the Chair. 
  8. Conflicts of interest

    1. Directors are required to declare any conflicts or potential conflicts of interest on an annual basis; these will be recorded on the register of interests. 
    2. If a Director identifies a potential conflict arising from an agenda item or paper at a forthcoming Board or Committee meeting, this should be flagged in advance with the Chief Executive or Chair. The Director may be asked to leave the room or not participate when the item is discussed. In some circumstances they may also be excluded from accessing relevant papers. 
  9. Review

    1. Terms of reference are reviewed bi-annually, or earlier if necessary. These terms of reference were agreed by the Board on 9 March 2016 and last amended on 12 October 2021. The next scheduled review date is October 2023.


  1. (1) While the same fundraising standards apply across the UK, the way fundraising complaints are dealt with in Scotland is different to other parts of the UK. Complainants about an instance of fundraising practice by a charity only registered in Scotland are advised to follow the process set out by the Office of the Scottish Charities Regulator and the Scottish Council of Voluntary Organisations.
  2. (2) Other than when there is only one Director present who is entitled to vote on the matter at hand.