Mastering the new Charity Governance Code

More than 100 people joined GGi's webinar on 19 November, exploring the new Charity Governance Code and what it means for organisations of all sizes. The session was chaired by GGi principal consultant Simon Hall, with contributions from GGi CEO Prof. Andrew Corbett-Nolan and principal consultants Janice Smith and Dr. Anna Barnes, who drew on their experience across arts, community, and homelessness charities.

Andrew opened with reflections on the long-awaited revision of the Code, emphasising its more permissive, principles-based approach and strong alignment with the recently published King V corporate governance framework. He particularly welcomed the new foundation principle, which centres on trustees’ responsibility to understand their charity, duties and context – especially crucial for small organisations without the capacity for extensive governance infrastructure. He illustrated the very different governance pressures facing arts organisations, where financial volatility, reduced public funding and post-Brexit challenges demand strong board oversight and continual self-regulation.

Janice highlighted the Code’s strengthened focus on equity, diversity and inclusion. Drawing on the experience of her community-based charity, she stressed that belonging, relationships and holistic services are essential drivers of inclusion. She welcomed the Code’s clarity, particularly its shift from checkbox compliance to outcomes-focused expectations. She also noted the importance of boards reflecting the diversity, skills and lived experiences of their communities.

Anna offered a perspective from a small homelessness and mental health charity navigating income instability, staff pressures and trustee capacity. She praised the Code’s clarity on staying close to the mission and service users but raised concerns about the burden of evidence-gathering for small charities. Recruiting trustees with lived experience remains essential but challenging when rigorous board processes risk feeling too formal or onerous.

During the rich discussion that followed, participants explored issues including digital exclusion, AI risks and opportunities, the complexity of CICs and mutuals, trustee recruitment challenges, and the growing administrative demands placed on volunteer boards.

Many emphasised the importance of proportionate application: using the Code as a framework for better conversations, risk awareness and mission-focused decision-making, rather than as a regulatory checklist.

The session closed with a shared view that, while the new Code is ambitious, it provides a clearer, more flexible foundation for good governance across the sector—“fitting where it touches” and helping organisations of all sizes strengthen accountability, culture and impact.

The 2025 Charity Governance Code continues to provide an aspirational – rather than regulatory – framework for governance in charities.

It uses an ‘apply or explain’ approach; charities are encouraged to adopt the eight principles and associated outcomes or explain why they don’t in their context.

Here are the key features:

The eight principles

The 2025 edition is structured around eight universal principles:

1. Foundation
2. Organisational purpose
3. Leadership
4. Ethics and culture
5. Decision-making
6. Managing resources and risks
7. Equity, diversity and inclusion
8. Board effectiveness

Each principle has:

• A description of ‘what you’d expect to see’ (i.e., outcomes) if governance is working well.
• A set of behaviours supportive of good governance.
• Suggested policies, processes and practices relevant to the charity’s size/complexity.
• Potential evidence of good governance for each principle (not a checklist, but prompts).

Use and applicability

• The Code is explicitly not a regulatory instrument. It draws upon guidance (e.g., from the Charity Commission) but is fundamentally different.
• Charities are asked to publish a brief statement in their annual report explaining how they apply the Code (or why they don’t).
• The ‘apply or explain’ approach remains.
• The Code is designed to be scalable and relevant ‘for charities of all sizes’ (though boards of larger charities may have additional expectations).

Key thematic emphases

• There is a stronger emphasis than previously on behaviours (how boards, chairs, and trustees work in practice) rather than just structures.
• Greater recognition of stakeholder voice, learning culture, digital governance, environmental/ethical responsibilities (though the Code does not try to be a “digital code” or additional regulation).
• The language has been refined for accessibility (e.g., improved layout, clearer structure) and to reduce duplication and complexity across charity sizes.

Significant areas of change

Compared to the earlier version of the code (2020/2024 edition), the 2025 Code introduces some key changes. It is described as ‘evolution not revolution’ – many core principles remain – but the structure and emphasis are meaningfully adjusted.

Here are the main changes:

New ‘Foundation’ principle

• The addition of a principle dedicated to the basic responsibilities of trustees: understanding legal duties, committing to continuous learning, putting the charity’s interests first.
• This makes explicit what was implicit previously.

Re-structuring of principles

• The previous principle ‘Decision-making, risk and control’ has been split into two separate ones: ‘Decision making’ and ‘Managing resources and risks’.
• The previous ‘Integrity’ and ‘Openness and accountability’ have been merged into ‘Ethics and culture’.
• ‘Diversity’ has been broadened and renamed to ‘Equity, diversity and inclusion’.

Single code for all charities — no separate ‘large/small’ tracks

• Unlike the earlier version which offered some ‘recommended practices’ for larger charities and separate suggestions for smaller ones, the 2025 Code is designed to be used by all sizes, with notes where expectations may differ.

Sharper focus on behaviours and culture

• The 2025 version places more emphasis on how boards behave (e.g., ‘courteous’, respectful listening) rather than just what structures exist.
• Some new behavioural expectations include trustees keeping up to date with regulation, embedding learning, proactively championing charity values.

Broader themes reflected

• There is explicit inclusion of: digital/data governance, environmental concerns, stakeholder engagement and voice, resilience (financial/operational), inclusion.
• These reflect the evolving external environment for charities (e.g., cyber risk, ESG, public trust, digital transformation).

• Andrew Corbett-Nolan’s article on the new code
• Andrew Corbett-Nolan’s article on the new King V report
• Risk register template
• Cultural Governance Alliance resources