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, 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 because 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 has an annual strategy day

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 is a steering group that was launched in 2023 and met three times during 2023/24. The group reviews how we can regulate fundraising in a way that includes, among over things, artificial intelligence (AI), data, and digital developments in the delivery of our core services.

The group also aims to ensure that our work is at the forefront of AI, data, and technology regulation as it applies to our remit.

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 once every two years. 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, and careful consideration is given on how 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 ‘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.

Committee and board recruitment 2024

We rely on the voices of fundraisers on our committees and within our board to guide our board on decisions and strategy. This year we have been recruiting to fill several vacancies on our committees and board to replace a number of long serving members who have come to the end of their terms of appointment. We are committed to diversity, equality and inclusion and want all those involved in our governance and our staff team to be truly representative of the society we are here to support and protect so that we are able to regulate effectively. One way we do this is by operating a fair and inclusive recruitment process, which aims to reach a diverse pool of candidates.

Induction and training

New board and committee members take part in a detailed induction that covers their duties, the history and key decisions of the board/ committee and an overview of the regulator’s functions and services. Each induction also includes briefing 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 of interest are a standing item on every meeting agenda. Any actual or perceived conflicts of interest are raised either in advance of or at the start of each meeting and noted in the minutes. If a person’s interests conflict 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, which is reviewed every three years. 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 at each meeting and by the board at least twice per year. Key identified risks this year related to public understanding of the limits of our regulation, reputational damage, cyber security, potential regulatory gaps, impact of the code review and proposed levy increases, and staffing recruitment, and retention. In addition to the risk register this year, the board developed, and approved, a new risk appetite statement.

To mitigate risks related to cyber security, we have accredited to the Cyber Essentials Plus standard and reinforced data management best practice with staff. We are also reviewing our business recovery planning.