The Charity Governance Code was refreshed in November 2025, the first substantial rewrite since 2017. With this change the expectations placed on boards, particularly around technology, culture, and equity, have been made explicit in a way the previous version never attempted.
This matters because charity governance sits in an unusual position. Trustees carry legal duties under charity law and Charity Commission guidance, though the Charity Governance Code itself is voluntary. Trustees and charity directors need to understand where the legal obligation ends and the good practice framework begins.
What is the Charity Governance Code?
The Charity Governance Code is a set of principles developed by a cross-sector steering group, with secretariat support from NCVO, to describe what good governance looks like in a charity board.
Importantly, it is not issued by the Charity Commission and it is not a legal instrument. As the Charity Commission put it when the original Code launched in 2017, it is essential reading for trustees, but reading it does not discharge a trustee's legal duties, it supplements them.
The Code assumes a charity is already meeting its statutory obligations. What it adds is a framework for going beyond the legal minimum toward governance that is effective, not just technically compliant.
What changed in the 2025 refresh
According to the Chartered Governance Institute's statement on the new Code, the refresh was shaped by consultation with trustees, charity leaders, and governance professionals across the sector, and the result restructures the Code around eight principles rather than the previous seven.
Five notable changes:
- Equity, diversity, and inclusion (EDI) has become a standalone principle. In the 2017 version, EDI was folded into a broader "diversity" principle. It now stands on its own, reflecting the sector's recognition that representation and inclusivity leads to better decision-making and so deserves dedicated attention rather than a supporting mention.
- A new expectation around technology and AI. For the first time, the Code recommends that charities adopt a policy governing the use of technology and AI tools. This covers a base of recommendations and considerations for boards around the use and thoughtful adoption of AI tools in charity operations and in governance work.
- Stronger emphasis on behaviours, not just structures. The refresh leans harder into how trustees behave together in the room. This is about more than whether the right committees and policies exist on paper, going into how board members challenge and listen to each other, and how they handle disagreement.
- A renamed and reordered set of principles. Moving away from generic labels to specific principles covering: foundation, organisational purpose, leadership, ethics and culture, decision-making, managing resources and risks, equity, diversity and inclusion, and board effectiveness. See more detail on these below.
- A planned interactive version of the Code. This is intended to launch late 2026, with the aim of helping boards find case studies and resources relevant to their charity's size and structure rather than applying one generic template. You can watch the Charity Governance Code website for updates.
None of this changes a trustee's legal duties under the Charities Act. It changes what "good" looks like against those duties, and it gives boards a more current benchmark to measure themselves against.
The eight principles of the Charity Governance Code 2025
Each principle comes with a set of supporting behaviours and suggested evidence,. The principles themselves are designed to give a clear outline of what the Code expects from every charity board, regardless of size or income.
1. Foundation
The board understands and operates within the charity's legal and regulatory framework, including its governing document, its charitable status, and the duties that come with it.
2. Organisational purpose
The board is clear about why the charity exists and tests decisions against their purpose, rather than drifting toward activity that is easy or familiar rather than mission-critical.
3. Leadership
The board provides direction, sets tone, and takes collective responsibility for the charity's performance, rather than deferring wholesale to the chief executive or a dominant chair.
4. Ethics and culture
The board models the values it expects of the organisation and builds a culture where trustees and staff can raise concerns without fear.
5. Decision-making
Decisions are made on the basis of good information, proper debate, and clearly recorded reasoning, not rushed through or dominated by a single voice.
6. Managing resources and risks
The board understands the risks the charity is carrying, financial, operational, and reputational, and has proper oversight of how resources are used to deliver the mission.
7. Equity, diversity and inclusion
The board actively works toward diverse representation and inclusive practice, both in its own composition and across the organisation it governs.
8. Board effectiveness
The board regularly assesses its own performance, refreshes its skills and membership, and does not let structures ossify simply because they have always existed.
These principles echo the broader framework covered in our guide to the principles of good governance, and trustees moving between sectors, a common pattern among experienced non-executives, will recognise significant overlap with the UK Corporate Governance Code's own emphasis on purpose, accountability, and effectiveness.
Is the Charity Governance Code a legal requirement?
No. Compliance with the Code is not mandated by the Charity Commission or by statute.
What is mandated comes from charity law itself. This includes trustees' fiduciary duties, the requirement to act in the charity's best interests, duties around financial reporting, and Charity Commission guidance on specific obligations such as conflicts of interest and safeguarding.
The Code is designed to sit alongside these legal requirements as a practical tool.
A charity can be fully compliant with the law and still fall well short of what the Code describes as good governance. Whereas the reverse is not really possible. A board that meets the Code's principles will, in the process, be meeting its legal obligations too, because the Code is built on the assumption that legal compliance is the floor, not the ceiling.
What does the Code's "apply and explain" approach mean?
The Code recommends an "apply or explain" approach, distinct from the "comply or explain” model used in the corporate sector.
- Comply or explain assumes a baseline of compliance, with any departures from compliance needing to be justified.
- Apply or explain assumes that every charity, whatever its size or structure, applies the principle in a way appropriate to its own circumstances, and explains that application in its annual report.
In practice, this means a two-trustee village hall charity and a national charity with fifteen trustees and a professional executive team are both expected to meet the same eight principles, but what that looks like in practice and the evidence of that application will not look the same.
For example, a small charity might satisfy the leadership principle through a chair who takes minutes personally and checks in with trustees between meetings by phone. Whereas, a larger charity might need a formal delegation framework, a schedule of matters reserved for the board, and a documented induction process for new trustees. Neither is wrong, it comes down to what is suitable for the specific instance.
How should trustees use the Charity Governance Code?
The sensible response to the 2025 refresh is not a wholesale governance overhaul. Instead, boards should organise a structured and honest review of the way they currently operate and and the Code's eight principles, with the aim of identifying any gaps.
In practice a governance review might look like the following steps:
- Read the new Code and your last annual report. Where does your governance statement already speak to the eight principles, and where is it silent?
- Treat the technology and AI principle as a gap to be filled. AI is still new, and many organisations, charities and corporate both, still lack coherent, documented AI policies. The Code now expects one. It doesn’t have to be long, and likely, as the technology evolves will need to be reviewed.
- Separate EDI intentions from EDI evidence. Many boards can describe their commitment to inclusive governance. Fewer can point to what has been done or changed regarding trustee recruitment, meeting practice, or decision-making as a result.
- Put board effectiveness reviews on a cycle. The Code expects regular self-assessment. Scheduling an annual conversation, properly recorded, satisfies this for most charities.
- Check where decisions are recorded. The decision-making principle is tested in minutes. If your minutes record attendance and votes but not the reasoning behind contested decisions for example, that’s a clear gap to close.
Trustees need to be willing to look honestly at the distance between what the board says it does and what the current paper trail shows.
Related: Board Skills Matrix: Practical Guide and Template
The role of technology in meeting the 2025 Code
What the eight principles of the Charity Governance Code ask for ultimately are clear reasoning in minutes, tracked decisions, accessible board papers, and a documented effectiveness review cycle.
BoardPro customers running charity boards typically use the platform to keep exactly this kind of audit trail. Agendas built against a consistent structure, minutes that capture decisions and the reasoning behind them, and actions tracked to completion.
We've also release AI minutes feature which allows boards to simply upload their meeting transcript, the AI will sort it and create formatted professional minutes against your agenda items, capturing decisions and actions. Then you simply review, edit if needed, and publish. Minutes that used to take hours now take, well, minutes. Learn more about AI minutes.
So, when a Charity Commission review or a funder due diligence process asks a board to evidence its governance, the record is provable, the audit trail legible, and everything is in one place, rather than reconstructed from memory and email threads and printed documents.
See how BoardPro supports charity boards through agendas, minutes and action tracking.
