Resources / The board and the CEO: who decides what, and how accountability works
The board and the CEO: who decides what, and how accountability works
The board leads the charity and keeps ultimate responsibility. The chief executive runs it day to day, using authority the board has delegated. The relationship is a partnership with distinct jobs: the board writes down what it has delegated, supports and challenges the person it appointed, and always keeps the power to hold them to account.
Who does a charity CEO answer to?
The board as a whole. A chief executive is appointed by the trustees and answers to them collectively, usually through the chair between meetings. No single trustee, not even the chair, is the CEO's boss on their own. Authority belongs to the board acting together, so instructions to the CEO come from board decisions, not from individual trustees.
What can a charity CEO decide?
Whatever the board has delegated, within the limits it set. Trustees keep ultimate responsibility in law and cannot delegate that away, but they can and should delegate the running of the charity. A written scheme of delegation sets out:
- What the CEO decides alone: day-to-day operations, spending within the agreed budget, and leading the staff team.
- What is reserved to the board: strategy, the budget, policies, appointing or dismissing the CEO, and anything the governing document keeps with trustees.
- The limits: for example, spending above a set amount, new commitments beyond a year, or anything that changes what the charity is for.
If the delegation lives only in people's heads, both sides guess. The two failure modes are a board that redoes the CEO's job, and a CEO who quietly takes decisions that were never theirs.
How does the board hold the CEO to account?
- Honest reporting at every meeting: progress against the plan and budget, bad news included.
- An annual appraisal for the CEO, led by the chair with input from the whole board.
- Questions asked until the answer is understood, in the meeting and minuted.
The Commission's inquiry into Oxfam GB put it plainly: in a large charity it is normal for the executive to have significant decision-making authority, "but the trustees must still be willing and able to hold the executive to account". A board that treats challenge as disloyalty has stopped governing.
What does support and challenge look like?
Both, and in both directions. The board supports its CEO with a fair contract, clear expectations, and backing for hard decisions taken within the delegation. It also challenges: testing the numbers, questioning assumptions, and voting down a recommendation when it is not persuaded. The CEO owes the board the same honesty: full information, early warning of problems, and real options rather than a single answer dressed up as the only one.
Challenge is not conflict. A board that never disagrees with its CEO is not being well led. It has stopped looking.
Is the CEO's performance the same as the charity's?
No, and blurring them causes trouble in both directions. A charity can have a hard year while its CEO performs well, and good headline results can hide a CEO who is burning the team out. Appraise the person against their objectives; review the organisation against its plan. Keep the two conversations separate, and have both every year.
What if our charity has no chief executive?
Most small charities have no staff at all. The same rules apply to anyone the board delegates to: a part-time coordinator, a lead volunteer, or a trustee wearing a delivery hat. Write down what they can decide, get a report back at each meeting, and keep the board's reserved decisions with the board.