Practical guide Board Meetings & Recruitment How do you appoint a new board member?

How do you appoint a new board member?

• The process for appointing new charity trustees or directors is usually set out in the organisation’s governing document.
• But before appointment, the organisation should complete appropriate due diligence to make sure the new board member is appointable.
• Certain individuals are disqualified from acting as directors or trustees. The Insolvency service holds a list of undischarged bankrupts. The Charity Commission has a list of people who are barred from being trustees.
• An organisation’s governing document may include qualifications that a new board member must hold (e.g. must be over 18 years old). If so, you may need to keep evidence on file that the relevant conditions are fulfilled.
• Once formal approval of a new board member has been given by the board, notification has to be made to the relevant regulator, for instance Companies House and/or the Charity Commission.
• New anti-money laundering rules now apply, which oblige all companies to verify the identity of new (and existing) directors (IDV). You must complete IDV when appointing a new company board member.
• IDV is a key component of reforms introduced by the Economic Crime and Corporate Transparency Act 2023. The aim is to provide greater transparency around who runs and controls UK companies and to prevent their abuse. This is especially important for cultural organisations since good reputation and public trust associated with charities and Not-For-Profits can be used as a shield by bad actors to hide their activities.
• The Charity Commission has also created personal accounts for all charity trustees so that their details are kept up to date.
• Charity trustees should also complete a declaration of eligibility, confirming their eligibility to be a trustee, see Charity trustee: declaration of eligibility and responsibility
• The declaration may also include a personal data privacy statement, so that the organisation can share contact details of the new appointee with other board members. Any potential conflicts of interest can also be recorded.
• Every company and CIO must (and other organisations should) maintain registers of their board members.
• If new trustees or directors are elected by voting members of the organisation, those members should be supported to play an informed role in the processes; and such member-elected trustees or directors should receive induction support to understand the difference between representing views and acting in the charity’s best interest.

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