A trustee code of conduct is the board's written agreement on how you, as a trustee, will behave. A written code is not one of the duties in the Charity Commission's CC3 guidance. The Charity Governance Code lists one as suggested evidence, and says: "Compliance with the Code is not a regulatory requirement." Adapt the clauses in the trustee code of conduct template.
What you are agreeing to
NCVO (the National Council for Voluntary Organisations) describes a code of conduct as an agreement between the board and the charity, setting out how trustees are expected to behave, and NCVO says new board members sign up to it when they join. NCVO also says the code works when you write it to reflect your own values, rather than adopting a sample and filing it.
Trustee Meetings is a governance tool, not a law firm. This is information, not legal advice.
The Charity Governance Code (2025) says: "Compliance with the Code is not a regulatory requirement." It says the Charity Commission, other regulators in some cases, and charity law are what tell charities what they must do.
The Code lists a trustee code of conduct as suggested evidence under its foundation principle and under leadership. Under ethics and culture it lists codes of conduct covering the board, members, staff and volunteers. Its foundation practice says the charity makes clear what it expects of trustees, including time, conduct, and the areas where each of you takes personal responsibility.
A code of conduct does not add a new legal duty on top of CC3. It does not, by itself, give the board a power to remove a trustee. CC3 says removal follows the rules in your governing document (the constitution, the articles, or the trust deed) and, where the document is silent, the law. In a charitable company the members can also remove a director under the Companies Act 2006, whatever the articles say, and the Charity Commission has its own powers to remove trustees.
The duties the code should restate
Write these as promises you can keep, and do not upgrade a Commission "should" into a "must".
The charity's purposes. CC3 says you and your co-trustees "must make sure that the charity is carrying out the purposes for which it is set up, and no other purpose".
The governing document and the law. CC3 says the trustees, together, must see that the charity follows its governing document, and must comply with charity law and the other laws that apply. The code points at the document. It does not replace it.
The charity's best interests. CC3 says you must "do what you and your co-trustees (and no one else) decide will best enable the charity to carry out its purposes". CC3 also says you must make balanced, well-informed decisions with your co-trustees, weighing the long term and the short term, keep your duty to the charity clear of your personal interests and of loyalty to anyone else, and accept a benefit from the charity only if it is properly authorised and clearly in the charity's interests. That covers people financially connected to you too, for example a partner, a dependent child, or a business partner.
Collective decisions. CC3 says trustees must act collectively, meaning jointly. Depending on your governing document, a decision does not usually need every trustee to agree. Once the decision is made, CC3 says you must all comply with it, including any of you who disagree. You can ask for a strong disagreement to be recorded in the minutes. If you think the other trustees are breaching their duty, CC3 says you should raise it with the chair or with them, and contact the Commission if you are still concerned. It also says you may feel you have to resign to distance yourself from the decision. That is the last personal step CC3 describes.
Care and time. CC3 says you "must use reasonable care and skill, making use of your skills and experience and taking appropriate advice when necessary". It says you "should give enough time, thought and energy to your role, for example by preparing for, attending and actively participating in all trustees' meetings". The "must" is the care and skill. The "should" is the time. A code that threatens people for missing one meeting has rewritten CC3.
Conflicts and benefits. Do not paste a second conflicts policy into the code. Point at the one you already have, and at the register. How that policy should work is in the charity conflict of interest policy. The benefit rule stays the CC3 line: no benefit unless it is properly authorised and clearly in the charity's interests.
Papers and privacy. The Code lists, as a behaviour, that trustees maintain confidentiality as appropriate. The trustees' annual report and the public register are there to be read. Our steer, not a Code rule: board papers stay with the trustees unless the board agrees to share them, or the law requires it.
How you treat people. The Code lists, as a leadership behaviour, that trustees are respectful and courteous. Under ethics, its prompt is that the chair addresses behaviour, in and outside meetings, when it falls short of what you have agreed. That prompt is not a statutory job description.
If the gap is a missing skill rather than behaviour, do not bury it in the code. That check is the trustee skills audit.
How you adopt it, and what a breach allows
Put it on an agenda. Send the draft with the papers, seven days before, so the meeting is for edits and a decision, not for a first reading. Minute the adoption in a sentence a new trustee can find: the code was agreed, on this date, and where the signed copy is kept.
Ask every current trustee to sign at that meeting. NCVO says new board members sign when they join, so add the signature to the trustee welcome pack and the new trustee induction checklist.
Review it on a date you choose. Our steer, not a Commission rule: once a year, on the same agenda as you review the register of interests, and whenever the governing document changes. Write the review date on the code.
When behaviour falls short, use a short ladder, and do not skip to the top.
- The chair speaks to the person early. NCVO says it is usually the chair's job to manage dynamics between trustees, and that the chair should address a dispute early.
- Have the direct conversation. NCVO says that, as early as possible, someone should address the matter with the person, to see if it can be resolved informally, and should try to understand why it is happening.
- Use the code. NCVO says you can use an agreed code to explain the issue and agree how the behaviour needs to change.
- Mediation, if you need it. NCVO says mediation is voluntary. Both people have to agree. You cannot minute someone into it.
- Removal only at the end, and only by the route the document allows. NCVO says removal should be a last resort, except where there is misconduct, which should be formally investigated. CC3 says that where the governing document has rules on a trustee resigning or being removed, you must follow them. If the document has no such rules, CC3 says a company must comply with company law on appointing and removing directors, an unincorporated charity must comply with the Trustee Act 1925, and a CIO (a charitable incorporated organisation) must have appointment and removal provisions in its constitution. Do not invent a show of hands the document does not give you.
If the concern is about the chair, the Code says the board considers appointing a vice chair who can help with relationships on the board. It does not assume you already have one. If you have no vice chair, our steer is that two other trustees raise it in writing. If you still believe there is a breach of duty, CC3 says you can contact the Commission.
Do this once, then let it run itself. Trustee Meetings is a simple board-meetings tool built for small UK charities. It keeps the adopted code with your other board papers, and the minute of the meeting that agreed it, so a new trustee can find both. 30-day trial, then £15 a month or £180 a year. Card required at signup. Cancel any time in the trial. £120 a year if your charity's income is under £25,000. Every trustee included. Try it with your board
What you leave out
A homemade removal power. If the clause is not in the governing document, writing it into the code does not create it.
The staff handbook. The Code's suggested evidence allows separate codes for staff and volunteers. This page is the trustee code. If a trustee is also paid by the charity, that pay is a conflict and a benefit question under CC3, and it belongs in the conflicts policy, not in a line of this code.
Every policy you own. Point to safeguarding, complaints and conflicts. Do not paste them in. A code the length of your policy folder will not be the page the chair can quote.
A ban on disagreement. CC3 wants you to challenge proposals. A code that says you will "support the chair at all times" contradicts that duty. Write that you will challenge in the meeting, accept a decision once it is made, and ask for a dissent to be minuted if you need one.
Mistakes that leave you with a poster
Downloading a sample and never adapting it. NCVO says the code works when it reflects your values and the board has written it. A sample that mentions committees you do not have tells a new trustee the document is not about them.
Filing it only in the chair's email. The welcome pack is where a new trustee should meet it, next to the governing document and the conflicts policy.
Using the first awkward meeting as the moment you draft it. We see this when a row has already started. The person in the row hears the code as a case against them. Agree it on an ordinary evening, before you need it.
Treating a missed meeting as misconduct. CC3's word for preparing and attending is "should". Keep the code's attendance line at that strength, and deal with a pattern through the chair's conversation. Do not jump to removal because someone missed March.
Frequently asked questions
Does every current trustee have to sign, or only new ones? NCVO says new board members sign a code of conduct when they join. Our steer, not an NCVO rule and not a Commission rule: ask the current board to sign at the same meeting that adopts the code, so it belongs to all of you. A code that only the newest trustee has seen will not help when a long-standing trustee is the person who needs it.
You were outvoted. Have you broken the code by disagreeing? No. CC3 says trustees must act collectively, that a decision does not usually need every trustee to agree, and that you can ask for a strong disagreement to be written into the minutes. It also says that once the decision is made, you must comply with it, including where you disagreed. Challenge before the vote is part of the duty. Campaigning against the decision after it is the problem.
Can the board remove a trustee for breaking the code? The code does not give you that power. CC3 says you must follow the governing document on how trustees can resign or be removed, and it sets out what applies if the document is silent. NCVO treats removal as a last resort, except where there is misconduct, which it says should be formally investigated. Take advice before you start a removal.
Should staff and volunteers sign this same code? Not this one. The Charity Governance Code lists codes of conduct for the board, for members, for staff and for volunteers as suggested evidence, and they can be separate documents. This page is the trustee code. A staff code sits with your employment arrangements, which this guide does not try to write.
The concern is about the chair. Who should you speak to? The Code's prompt is that the chair addresses behaviour that falls short. Where the concern is about the chair, the same Code says the board considers appointing a vice chair who can help with concerns about relationships on the board. If you have no vice chair, our steer is that two other trustees raise it together, in writing. If you still think there is a breach of duty, CC3 says you can contact the Commission.
This guide is for trustees of charities in England and Wales. CC3 is the Charity Commission's guidance for England and Wales. Scottish charities are regulated by OSCR, and charities in Northern Ireland by the Charity Commission for Northern Ireland. Use their rules rather than assuming this page applies in full.
Copy a starting text from the trustee code of conduct template. Keep the conflicts rules in the charity conflict of interest policy, and give both to a new trustee in the trustee welcome pack and the new trustee induction checklist. If the gap is a skill rather than behaviour, use the trustee skills audit. Browse the full guides library.