Trustee Code of Conduct: Template and Guide for UK Charities

A trustee code of conduct is a short document that sets out the standards of behaviour trustees agree to uphold. It does not replace the legal duties set out in the Charity Commission's guidance — those apply automatically by law. What a code of conduct does is make the expectations explicit and personal, so that a trustee who is tempted to use their position for personal gain, or who keeps missing meetings without explanation, has agreed in writing to a standard against which they can be held.

Most small charities do not have one. Many of those that do have a document that was signed at induction and filed away. The value is in the conversation the code forces at the time of adoption — and in the reference point it provides when something goes wrong.

Is a trustee code of conduct required?

The Charity Commission does not require charities to have a trustee code of conduct. Neither the Charities Act 2011 nor any statutory instrument creates that obligation. However:

• The Charity Governance Code 2025, Principle 4 (Ethics and Culture), calls for the board to have agreed a set of values and expected behaviours that board members consistently demonstrate. A trustee code of conduct is one of the ways boards evidence this in practice. Under "apply or explain," a board without one would be expected to explain how it manages ethical standards another way.
• The Charity Commission's guidance CC3 (The Essential Trustee) sets out six legal duties every trustee must meet. A code of conduct that is grounded in those duties gives trustees a practical reference for how those duties translate to day-to-day behaviour.
• Many grant funders, especially those with safeguarding requirements, now ask at application stage whether a trustee code of conduct exists.

What to include

A code of conduct for charity trustees typically covers five areas:

1. Commitment to the charity's purposes Trustees confirm they understand the charity's objects and will act only to advance them. This is the baseline for the first legal duty: ensuring the charity carries out its purposes for the public benefit.

2. Conflicts of interest Trustees agree to declare any actual or potential conflict of interest before each decision and to follow the charity's conflict of interest policy. Without this commitment in the code, a trustee can technically be unaware of the policy at the moment a conflict arises. See our guide to conflict of interest policy for charities for the Charity Commission's five-step process.

3. Confidentiality Trustees agree not to share confidential information about the charity, its beneficiaries, its staff, or its deliberations outside the board — unless required by law or with board approval.

4. Conduct in meetings Trustees agree to attend meetings regularly, read papers in advance, raise concerns through proper channels rather than outside the meeting, and support the board's decisions once made (unless formally recorded as dissenting). See our guide to trustee meeting best practices for how these commitments translate to agenda and minutes discipline.

5. Personal conduct Trustees agree not to use their position for personal benefit, not to bring the charity into disrepute, and to follow the charity's safeguarding, data protection, and other policies in their trustee capacity.

A practical template

The structure below can be adopted by most small charities after a discussion at a board meeting. Keep it short — a code that runs to ten pages will not be read:

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[Charity name] Trustee Code of Conduct

As a trustee of [Charity name], I agree to:

1. Act in the charity's best interests at all times, based on its purposes and the needs of its beneficiaries.
2. Declare any actual or potential conflict of interest before participating in any discussion or decision where such a conflict exists.
3. Keep confidential any information about the charity, its beneficiaries, staff, or deliberations that is not in the public domain.
4. Attend trustee meetings as often as my circumstances allow, give reasonable notice when I cannot attend, and read papers before each meeting.
5. Raise concerns or disagreements openly at board meetings rather than outside them, and support decisions once made unless I have formally recorded my dissent.
6. Not use my position as a trustee to obtain personal benefit for myself, my family, or any organisation connected to me.
7. Follow the charity's safeguarding, data protection, and other governance policies in my capacity as a trustee.
8. Undertake any induction or training the board agrees is needed for effective governance.

I understand that the Charity Commission's guidance (CC3) sets out six legal duties that I am required to meet as a trustee, and I commit to meeting those duties throughout my time on the board.

Signed: _________________ Date: _________________ Name: _________________

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How to use the code

Adopting a code of conduct is not the same as signing a form. The most effective approach is:

1. Draft it at a board meeting — discuss each commitment rather than circulating a document for signature. The conversation surfaces disagreements before they become incidents.
2. Ask new trustees to sign it at induction — alongside reading the governing document, the latest accounts, and the key policies.
3. Review it annually — usually at the first board meeting after the annual general meeting. A brief "is this still right for our charity?" question is enough.
4. Refer to it when needed — if a trustee's conduct becomes a concern, the code is the agreed reference point for a conversation.

Linking the code to the Charity Governance Code 2025

If your charity conducts a self-assessment against the Charity Governance Code, a trustee code of conduct helps demonstrate compliance with Principle 4 (Ethics and Culture). You can work through all eight principles using our free Charity Governance Code Self-Assessment tool.

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This guide applies to charities registered in England and Wales. A trustee code of conduct is a governance document, not a legal contract. This is general guidance, not legal advice.

Sources

• The Essential Trustee (CC3a) — GOV.UK
• Charity Governance Code 2025