Governance

The Trust is a Registered Charity that was incorporated in 1971 and also a Company Limited by Guarantee.

Charity Registration Number – 501038

Company Number – 01019263

As a charity the Trust’s activities are overseen by Trustees, who also act as Directors of the Company. This is a typical arrangement for charities in the UK and there is further information on the role and responsibilities of Trustees later in this document.

Durham Wildlife Trust is a membership organisation, which the public can join when they pay a subscription. Any member aged 16 or over can become a Trustee.

Trustees delegate the day to day operation of the organisation to staff employed by the Trust and the work of staff is often supported by volunteers. A copy of the Durham Wildlife Trust Staff Structure is available here.

There are 46 individual Wildlife Trusts, each formed by groups of active and motivated people getting together to make a positive difference to wildlife in their local area.

Every Wildlife Trust, Durham Wildlife Trust included, is a member of the Royal Society of Wildlife Trusts, a registered charity in its own right founded in 1912. This central charity’s role is to ensure a strong voice for wildlife at a UK and England level and, internally, to lead the development of the movement. Taken together this movement is known as The Wildlife Trusts.

Each Wildlife Trust is an independent charity with its own charitable objects, but these are closely aligned. Each has two broad purposes: to protect and restore the natural world; and to help more people to experience, understand and value nature.

Our Mission

To restore wildlife from the Tees to the Tyne with the backing of our members, supporters, partners and wider society; providing opportunities for participation, education and enhanced wellbeing.

Our Aims

• To engage our members, supporters, partners and wider society in the restoration effort.
• To manage our nature reserves primarily for the benefit of wildlife and to the highest possible standards.
• To educate people and organisations about the importance and value of wildlife, encouraging them to take action to restore species and habitats and to support the work of DWT by becoming members and supporters.
• To deliver species and habitat restoration projects across land and sea that seek to maximise their effectiveness by operating at the largest possible scale, achieving 30% of land for wildlife by 2030.
• To operate high quality visitor facilities that provide opportunities to engage people in wildlife restoration and encourage their active support and participation.
• To act as an advocate for wildlife to influence local and national government and wider society.
• To operate in a financially, socially and environmentally sustainable way.
• To provide a high quality working environment for a workforce that is representative of our region.

Durham Wildlife Trust operates under the legislation and regulations relating to both charities and companies. All charities must comply with:

• The Charities Act 2011, which replaced most of the Charities Act 2006 and Charities Act 1992.
• The Charities (Protection and Social Investment) Act 2016, which strengthens the powers of the Charity Commission.
• The Trustees Acts 1925, 2000: the most recent Act concerns the powers of trustees regarding investments and delegation.
• Charity Commission regulation - the Commission has a full list of guidance that explains how a charity should operate. 
• The Statement of Recommended Practice (SORP) for charity accounting published by the Charity Commission, which requires compliance (depending on annual income) on the submission of annual returns, reports and accounts.
• Laws on trading, political activities and fundraising

In addition to the above, as a charitable company (incorporated as a company limited by guarantee), Durham Wildlife Trust must comply with provisions in the Companies Acts 1985, 1989, 2006. Additional requirements include filing details of trustees as directors at Companies House.

Detail on governance issues specific to Durham Wildlife Trust is contained in the organisations Memorandum and Articles of Association. The Memorandum sets out the purposes for which the charity/company was created and the Articles provide information on how the organisation operates – membership, selection of trustees, meetings and so on. Copies of Durham Wildlife Trust’s Memorandum and Articles are available here and here.

Good governance of the charity requires more than meeting statutory requirements. Durham Wildlife Trust uses the Charity Governance Code as a practical tool to help develop high standards of governance. A copy of the Code is available here. Developing high standards of governance is an ongoing process and the Trust uses the assessment template that accompanies the Code to review governance on an annual basis and put improvement measures in place.

The diagram below summarises the various elements of the Code.

The information below summarises the Trust’s current Governance arrangements and the measures in place to ensure that standards of governance continue to improve.

The Charity Commission document The Essential Trustee provides an excellent overview of the role and responsibilities of a charity trustee. All Durham Wildlife Trustees are provided with a copy of this publication.

Trustees are required to follow a Conflicts of Interest policy, which is available here. On an annual basis all trustees are required to sign declarations relating to financial and non-financial conflicts of interest and their eligibility to act as a trustee and company director. Trustees are also required to declare potential conflicts of interest at the beginning of every meeting. All trustees are expected to abide by a Code of Conduct (available here) and failure to do so can result in their removal. Trustees may also be required to undergo a Disclosure and Barring Service check.

All Durham Wildlife Trust members aged 16 and over are eligible to put themselves forward for selection as a Trustee, provided that they are not disqualified from doing so. It is important that the charity has the right range of skills, expertise and interests across its board of trustees, and that the board is representative of the communities the Trust serves.

To support this, a Trustee selection process (available here) is in place which aims to ensure that the Trust meets all its legal obligations and has a diverse and suitably qualified and experienced board. The number of places on the board are limited, making effective trustee selection particularly important.

The Trustee selection process is linked to an annual skills audit of existing Trustees. This identifies any gaps in knowledge, skills and experience and allows the Trust to proactively recruit new Trustees who can fill those gaps.

To support selection, role descriptions have been developed for trustees and the Trust's officers - Chair, Secretary and Treasurer. They are available here. An induction process is also in place for newly appointed Trustees and details of that are available here.

A diagram illustrating the Governance Structure described below is available here.

The Annual General Meeting (AGM) is held once a year, usually in the autumn. This meeting is open to all members of the Trust and it is central to the good governance of the charity. The AGM is the meeting at which Trustees, supported by staff and volunteers, present information to the membership on the work of the Trust and its finances in an Annual Report. The report is part of the statutory reporting that the charity is required to do. The AGM is the meeting at which changes that will affect the whole organisation, such as amendments to the Memorandum and Articles, and decisions on membership of the Board of Trustees are put before the membership to be decided by a vote.

In addition to the AGM, the Board of Trustees meets at least four times a year and meetings are attended by all Trustees and senior members of the Trust’s staff. They provide an opportunity for Trustees to scrutinise the work of the Trust and performance against agreed plans and targets, both financial and operational. Board meetings also provide an opportunity for debate and decision making on significant issues and monitoring of compliance against the Trust’s legal obligations.

Durham Wildlife Trust also operates a Finance, Audit and Risk Committee (FAR), which reports directly to the Board. FAR is chaired by the Treasurer and membership also includes the Chair, Secretary and two other Trustees, the Trust Director and Head of Finance. FAR meetings are held quarterly in the month before Board meetings and they provide an opportunity to closely monitor the Trust’s finances, audit performance in specific areas of activity (e.g. safeguarding, health and safety) and to take a broader view on risks the organisation faces and the measures that might be needed to mitigate those risks.

A Conservation Committee (CC) is also in place, which meets quarterly in the month after Board meetings. The CC is chaired by a Trustee and membership includes other Trustees with significant nature conservation knowledge and a selection of non-Board members. Members who are not Trustees are drawn from a range of organisations, such as local authorities, Government agencies and other nature conservation organisations. The Trust’s Head of Conservation and other relevant members of staff also attend the meetings. The role of CC is to inform the Trust’s nature conservation work and to link the work delivered by DWT to wider nature conservation delivery across the region.

The Board also convenes a Governance Committee on an annual basis. That group is made up of four Trustees (including the Chair) and the Trust Director. The Governance Committee reviews governance arrangements, guided by the Charity Governance Code assessment template. The Governance Committee reports to the Board, setting out recommendations for changes that need to be made to improve governance and take account of new legislation and best practice.

The Board has the authority to call additional meetings and convene other committees as and when required. Additional Board meetings are usually held once or twice a year to allow additional time to consider a specific issue. Issues that are typically discussed are changes to policy or strategy and revisions to governance arrangements. These are topics that require greater debate and consideration than is possible given the time constraints at a regular Board meeting. Committees, usually comprising of the Chair and a small number of Trustees, are typically formed to address a specific issue and are either delegated by the Board to make a decision or to propose a course of action which is then recommended to the Board for approval. Issues that these Committees might typically discuss are the pay and conditions of staff or changes to governance.

A register is maintained of Trustee attendance at all Board and Committee meetings. The Articles of Association provide a mechanism to remove Trustees from the Board if they fail to attend the required number of meetings and are therefore not fulfilling their governance obligations.

Board

The Board has full powers over all aspects of the Trust's activities and operations, but if it chooses it can devolve those powers to committees or members of staff. The powers devolved to committees or staff can be revoked at any time.

The main powers exercised by the Board are:

• Setting priorities for Trust activity and spending by producing a Business Plan. The Plan covers a multi-year period but is reviewed on an annual basis.
• Agreeing an annual budget based on Business Plan objectives.
• Approving any expenditure additional to that set out in the annual budget.
• Entering into agreements for land purchase/lease and multi-year contracts and other multiyear legally binding agreements, excepting the replacement of existing staff posts.
• Acting as the final arbiter of decisions relating to disciplinary action and dismissal as detailed in the Trust's disciplinary procedures. The Board is represented by a panel of three Trustees.

The Board is the legal entity that is responsible for ensuring that the Trust delivers its charitable aims and complies with all relevant legislation whilst doing so. In addition the Board is responsible for ensuring that all Trust staff and devolved committees work within the agreed limits of their authority and provide sufficient information on their activities for Trustees to ensure that the limits of that authority are adhered to.

Finance, Audit and Risk Committee

Within the Terms of Reference set out by the Board, Finance, Audit and Risk Committee (FAR) powers extend to:

• Requesting reports from the Director and Finance Manager on finance and accounting matters
• Requesting updates from the Director on the status of the Risk Register
• Requesting progress reports on appropriate elements of the Actions Tracker
• Requesting reports from the Director on Safeguarding matters within the Trust
• Requesting reports from the Director on Health and safety matters within the Trust
• Making recommendations to DWT Council on all finance, audit and risk matters. DWT Council is responsible for the final decision
• Recommending adoption by Council of the annual budget of the Trust
• Recommending adoption by Council of the Business Plan of the Trust

FAR is responsible for scrutinising risk and related mitigation measures across the Trust’s activities. It has a particular remit in relation to managing financial risk and ensuring that management and statutory accounts are produced. FAR must ensure that audit systems are in place that allow financial activity and other areas of risk to be adequately monitored, reported and, if needed, recommend corrective action to the Board.

Conservation Committee

Within the Terms of Reference set out by the Board, Conservation Committee (CC) powers extend to:

• Advising and agreeing on the development and delivery of specific habitat and landscape conservation projects from Tees to Tyne, where they are deliverable within agreed budgets.
• Advising and agreeing on development and delivery of specific species conservation projects from Tees to Tyne, where they are deliverable within agreed budgets.
• Advising and agreeing on project development and delivery, where that sits within the objectives set out in the Business Plan.
• Recommending conservation priorities to the Board, together with budget implications, for consideration by the Board when devising annual budgets and the Business Plan.
• Advising on policy positions relating to species and habitats.

The Conservation Committee’s responsibility is to ensure that delivery of the charity’s main objective, the restoration of nature from the Tees to the Tyne, is based on expert knowledge and aligns with local and national priorities.

Trust Director

The powers of the Trust Director extend to:

• Hiring replacement staff in line with existing budgets and job descriptions, and appoint staff to fulfil the needs of grant-funded projects.
• For individual transactions and one-year contracts, the Director can commit monies in line with agreed budgets and limits imposed by financial procedures. The Director does not have the authority to enter into contracts on behalf of the Trust that are binding for more than one year; approval must be sought from Trust Council.
• After verbal consultation with the Trust solicitor, the Director has the authority to dismiss staff for gross misconduct, and to immediately suspend staff on full pay pending investigation of allegations relevant to employment status. The Trust’s terms and Conditions of Employment and related policies and procedures detail the appeal process in relation to disciplinary matters. In the case of staff still within their contractually defined probationary period, the decision on termination of employment lies solely with the Director in cases where the employee is deemed unable to adequately fulfil their duties.
• In line with Trust policies and plans, the Director may solicit funding in the form of grants (both restricted and unrestricted), sponsorship and donations wherever possible, subject to rules on entering into contracts as detailed above.

The Trust Director is responsible for delivery of activities to the stated aims and policies of Durham Wildlife Trust within agreed budgets and in line with agreed plans and strategies. This includes responsibility for the production of a Business Plan, which is scrutinised and approved by FAR and Trust Council, together with annual budgets. If the Trust Director undertakes to commit the Trust to activities that are not in line with the Trust’s stated aims or policies or are outside of agreed budgets or policies the Director is liable to disciplinary action.

To provide effective governance, Trustees and Staff need to have the requisite knowledge and skills. Durham Wildlife Trust operates an annual appraisal system for both Trustees and Staff, which helps to identify any training requirements relevant for effective governance.

Volunteers play a vital role across all areas of Durham Wildlife Trust activity, including governance. Trustees are volunteers drawn from the membership who take on senior leadership roles within the organisation. A wide range of other volunteers play an active part in administration and compliance issues that are essential to good governance. Trustees are obviously fully engaged in the governance process via Board and Committee meetings and a Volunteer Group is in place to provide engagement with the wider body of volunteers. This group is chaired by a Trustee and has both staff and volunteer members. The Volunteer Group reports both to senior members of staff and direct to the Board at each board meeting via the Group chair.