Following a comprehensive, sector-led consultation and review, the long-anticipated new edition of the Charity Governance Code has finally landed. For those waiting to begin a governance review, the moment has finally arrived.
What you need to know
Like its predecessor, the new Code was developed by the sector, for the sector, and is strongly endorsed by key bodies including the Charity Commission and the Corporate Governance Institute.
Adoption is entirely voluntary.
Charities that choose to adopt the Code are encouraged to explain how they apply each principle, or explain what they do instead, and to include a brief statement in their annual report.
The Code is not a guide to legal requirements. It assumes charity trustees already understand and comply with their legal duties.
Although primarily aimed at trustees of charities registered in England and Wales, the Code can be adapted by not-for-profit organisations. Some charities may be subject to sector-specific governance codes that take precedence.
Eight governance principles
The updated Code is structured around eight ‘universal principles’ of good governance:
- Foundation
- Organisational Purpose
- Leadership
- Ethics and Culture
- Decision-making
- Managing Resources and Risks
- Equity, Diversity & Inclusion
- Board Effectiveness
The approach
The new Code brings together policies, processes and practices, behaviours and relationships, and sources of evidence, emphasising their interconnected nature. Each section outlines a principle, describes “what good looks like”, and provides example indicators of effectiveness. It then explores the sort of board “behaviours” that support the desired outcomes, suggests practical steps boards can take, and highlights potential sources of assurance.
Unlike the previous Code, which offered separate recommended practice for larger and smaller charities, the new Code is designed for charities of all sizes. A few highlighted sections indicate where expectations may differ for larger organisations or those with staff.
Key structural changes include:
- Splitting the previously combined ‘decision-making, risk and control’ principle into two distinct areas, adding ‘managing resources’ to the ‘risk and control’ section, while carving out a separate section on board decision-making;
- Expanding ‘Diversity’ into ‘Equity, Diversity & Inclusion’;
- Merging ‘Integrity’ and ‘Openness & Accountability’ into a single principle: ‘Ethics and Culture’.
Sources of advice
A new Charity Governance Code website expected in 2026, offering more resources to help trustees interpret and apply the Code.
The current website includes a helpful ‘Resources’ section with materials linked to each principle: Resources – Charity Governance Code.
The Governance App will be updated to reflect the new Code: it can help assess board performance and generate action plans.
Toolkits from the Corporate Governance Institute will soon be available for small/medium and larger charities. Register with them now to receive updates.
News about the new Code is coming out in fits and starts. I’ve just heard that an interactive online version of the Code will launch next year to help boards explore resources and case studies tailored to their size and structure.
Implementing the 2025 Code
Although primarily designed for charity trustees, governance codes can be powerful tools for fostering a shared understanding between senior staff and the board about the purpose and principles of good governance.
The ‘policy, processes and practices’ and ‘suggested evidence and assurance’ sections of the new Code are not prescriptive, but they offer a useful basis for gap analysis, evaluations of governance effectiveness, and continuous improvement planning.
The new Code provides an updated roadmap to help trustees maintain a focused and impactful governance agenda.
Transitioning from the Old Code
Moving from the old Code to the new doesn’t mean losing sight of your overall governance improvement journey. Including a statement in your annual report that summarises the key changes and explains how your practices have evolved will help you track year-on-year progress while acknowledging the shift in framework.
How we can help
The launch of the Charity Governance Code 2025 is an ideal moment to take stock of your charity’s governance. Our charities team can support you to:
- Review your current governance framework against the new Code.
- Facilitate board workshops to explore the new principles and assess readiness.
- Draft or update governance documentation, including trustee role descriptions, policies, and assurance frameworks.
- Prepare your annual report statement on Code adoption and governance improvements.
- Advise on legal compliance and how the Code complements your statutory duties.