Charities Governance Code Compliance

Overview

Prepare the Charities Governance Code Compliance Record Form for the annual report to the Charities Regulator (Ireland). Aligns board minutes and policies with the six core principles (Advancing Charitable Purpose, Behaving with Integrity, Leading People, Exercising Control, Working Effectively, Being Accountable & Transparent) and validates trustee term limits and rotation in the constitution or Memorandum & Articles.

Example conversation

You: We need to complete our Compliance Record Form for the Charities Regulator this year. We’re a small charity with one part-time staff; we have our Memorandum & Articles and last year’s board minutes in the workspace.

Agent: I’ll draft the form by the six principles and pull actions and evidence from your board minutes. I’ll also run trustee_term_limit_check on your Memorandum & Articles to see if trustee term limits and rotation meet best practice. One moment.

(Agent reads the compliance record reference, drafts the form, and runs the tool on the M&A.)

Agent: I’ve drafted the Compliance Record Form with a row per standard and referenced your March and September 2024 board minutes where relevant. The trustee check on your Articles shows rotation (one-third retire at AGM) but no explicit 9-year cap. I’ve added under Exercising Control: “Board agreed to consider introducing a 9-year maximum term at next AGM and to minute the discussion.” You can present that to the board for approval before you submit your annual report.

Excerpt of a generated output

Compliance Record Form (condensed) — The agent produces a form section per principle. Example for one principle:

## 4. Exercising Control

| Standard | Action taken | Supporting evidence |
|----------|--------------|---------------------|
| Internal controls | Finance policy updated and approved; quarterly review by treasurer | Board minutes 12 Mar 2024; Finance Policy v2.1 |
| Risk management | Annual risk register reviewed; top risks reported to board | Board minutes 10 Sep 2024; Risk Register 2024 |
| Conflicts of interest | Register of interests updated at each meeting; declarations minuted | Board minutes 12 Mar, 10 Sep 2024 |
| Trustee rotation / term limits | Rotation in place (one-third at AGM). Board to consider 9-year maximum at next AGM. | Memorandum & Articles Art. 42–44; trustee_term_limit_check result; Board minutes 10 Sep 2024 (action) |

Trustee term limit check report (excerpt) — When the agent runs the validation script on the constitution:

======================================================================
Trustee / Director Term Limits & Rotation — Governance Code Best Practice Check
File: Memorandum_and_Articles.pdf
(Charities Regulator Ireland: suggested max 9 years; rotation e.g. one-third at AGM)
======================================================================

--- Term limits ---
  [—] Nine years (best practice)
  [OK] Term limit (years)
  [—] Consecutive terms
  [OK] Re-election after limit

--- Rotation provisions ---
  [OK] Retire by rotation
  [OK] One-third at AGM
  [OK] Annual rotation
  [—] Longest-serving retire first

RESULT: PASSED with warnings — review recommended for best practice.
  - No clear term-limit provision found. The Code recommends considering a maximum of nine years in total for trustees.
======================================================================

Validations (trustee_term_limit_check)

The skill includes a validation script that scans the constitution (Memorandum & Articles or equivalent) and reports how well it aligns with Charities Regulator best practice:

• Term limits: Looks for a nine-year (or similar) maximum total service, explicit “term limit” or “maximum term”, consecutive/successive term caps, and re-election after retirement/rotation. Warns if no term-limit provision is found or if the document states unlimited terms or service “indefinitely”.
• Rotation: Looks for retire by rotation, one-third (or proportion) at AGM, annual rotation at AGM, and longest-serving retire first. Warns if no rotation provision is found.
• No-limit wording: Flags phrases that suggest no term limit, unlimited terms, or that directors/trustees may serve indefinitely, and reports a warning so the board can consider amending the governing document.

The script outputs a line-by-line result (OK / missing) for each check and a summary: All checks passed, PASSED with warnings, or FAILED.

Getting Started

Add your governing documents (constitution, M&A), board minutes, and policies to the project workspace. Activate the Charities Governance Code Compliance skill; the agent will draft the Compliance Record Form, run the trustee check, and help you align evidence with the six principles.