I’ve been thinking about Sentebale, the charity set up by Prince Harry and Prince Seeiso of Lesotho, which many of you will have seen in the news lately, with the board and patrons resigning and the chair alleging wrongdoing.

I don’t want to comment on it specifically as it is subject to a Charity Commission compliance case, so we shall have to wait and see what the findings are.

But one thing is clear – there has obviously been a massive breakdown in governance, even if we don’t really know why.

Charity law is actually relatively straightforward for the most part when it comes to governance. 

The rules are simple. The board is collectively accountable for the performance of the charity, and any decisions it makes must be in the best interests of the charity.

This means that the board must not take decisions that have been dictated to or directed by any outside influence, including funders, patrons, presidents and ambassadors. 

Although, of course, it can consider their views and those of other stakeholders in their deliberations.

But it must act demonstrably independently of all these people, solely in the best interests of the charity – even if those decisions are not what patrons, founders etc want.

It also has to remember that the board is one corporate body. 

Unless the governing documents specify otherwise (which is rare), no one trustee has any more powers than any other, including the chair.

The whole board has to agree a course of action (by majority vote if needed). 

And the whole board has to be kept informed of matters pertaining to the charity – not just the chair.

And if the board think one thing and the chair another, then, provided they are acting within their powers and not engaging in wrongdoing, the chair has to accept the majority vote or step aside.

And this is often where it goes horribly wrong, in my experience.

This notion of corporate accountability – the one-body model – is so often not properly understood by chairs, trustees, or indeed chief executives.

I have seen many an organisation where the chair believes that the decision-making power resides with them – it doesn’t.

Or where the board abrogates responsibility for decision-making to the chair. Or where all the information resides between the chair and the chief executive and the chair decides what the board can or cannot be informed about.

The reality is that you must not keep information from the board as it relates to the running of the charity, as they have a legal right to know everything that pertains to it.

Of course they do. They’re accountable for it!

I’ve said this repeatedly, and I will say it again. The chief executive reports to the whole board, not just to the chair.

The role of the chair is to facilitate the relationship between the board and the CEO and the executive.

That’s not to downplay the role of the chair – when you get a good chair who understands that they are not the manager of the board but the facilitator of it and acts collectively in the best interests of the charity, most people don’t notice.

But if you get a non-collegiate one, or one who hasn’t understood their role, or who has fallen out with the chief executive or other board members… then you bloody well notice it!

Get it right and you won’t end up all over the news.

Debra Allcock Tyler is chief executive of the Directory of Social Change