Charities Governance Code in Ireland: Trustee Duties and Training

If you sit on the board of an Irish charity, whether as a company director, committee member or trustee of a trust, the Charities Governance Code is the Charities Regulator's statement of the minimum standards for managing and controlling a charity. This guide explains, from the Regulator's pages and Citizens Information, who the Code is for, what trustees are expected to do, how compliance is reported, and where trustee training fits. It is general information, not legal advice. Where a charity is a company, its trustees may also hold company-law duties; our summary of directors' duties in Ireland covers that side.

What the Code is and who it is for

The Charities Regulator's landing page describes the Code as "the minimum standards to effectively manage and control a charity" and says good governance is essential to achieving a charity's purpose and maintaining public trust. The Regulator's FAQs state that "the Code is for charity trustees", which includes committee members, council members, board members and company directors, and that it is relevant for every charity operating in Ireland. They also remind trustees that, by law, they have individual and joint responsibility for what happens within their charity.

The Code was launched on 7 November 2018. The Regulator's launch announcement said 2019 was a year of learning and preparation, that charities were expected to comply from 2020, and that they were expected to report on compliance from 2021. That announcement is dated, so check the Regulator's current pages for the present position.

The six principles

According to the launch announcement, the Code is organised around six principles:

• advancing charitable purpose;
• behaving with integrity;
• leading people;
• exercising control;
• working effectively; and
• being accountable and transparent.

The announcement said that, when launched, the Code set 32 core standards for all charities and 17 additional standards of best practice for charities with high income, complex structures or many employees. These figures come from the 2018 launch announcement, and we have not checked whether they have changed since, so please check the Regulator's current Code. We also could not open the Code itself, which means we do not reproduce individual standards. Trustees should read the Code in full.

Complex and non-complex charities

The Regulator's FAQs say the Regulator does not determine what type of charity you are, and that it is not possible to definitively state what a complex charity is. Trustees decide for themselves, using the Regulator's guidance on complex and non-complex charities. We could not open that guidance document, so we do not describe its criteria. Our suggestion, not a Regulator requirement: the board may wish to decide, record its reasoning and revisit it as the charity grows.

Comply or explain, and the annual declaration

The Code works on a "comply or explain" basis. The FAQs say non-compliance with the Code or a particular standard "may be justified in particular circumstances", and that explanations should give clear reasons. The reporting steps, according to the FAQs, are:

• charities declare compliance, or give their reason for not complying, when submitting their Annual Report;
• the Compliance Record Form must be completed every year and kept, not filed, because the Regulator could ask for it at any time;
• declared compliance is publicly displayed on the Register of Charities, and if a charity cannot evidence a full-compliance declaration when asked, it must update that declaration;
• the Regulator does not issue compliance certificates.

The FAQs also say that if your charity is currently well governed, the Code may not require significant changes.

Trustee duties beyond the Code

The Regulator's "Being a charity trustee" page lists general duties: acting in good faith and in the charity's best interests, advancing its purpose and public benefit, avoiding conflicts of interest (including perceived ones), using care, skill and diligence, and ensuring the charity complies with other laws such as data protection, employment, equality and health and safety. It also lists specific duties under the Charities Act 2009: keeping the charity's Register details up to date, keeping proper books of account for at least six years from the financial year end, submitting an annual report to the Regulator, reporting suspected theft or fraud to An Garda Siochana and the Regulator where there are reasonable grounds, and complying with Regulator directions to produce information.

On who counts as a trustee, the Regulator's page says that since January 2025 a company secretary is no longer automatically deemed a charity trustee. If your charity is a company, our guide to company secretary duties under the Companies Act 2014 covers the secretary role itself. The same page says disqualification categories include bankruptcy, a composition with creditors and conviction on indictment, with the full list in section 55 of the Charities Act 2009. Citizens Information (charity governance structures page, last edited 25 February 2025) gives a similar overview and does not mention the Code.

The Regulator's page also says the general duties will be set out explicitly in the Charities Act once the relevant section of the Charities (Amendment) Act is commenced. It shows no commencement date, so we cannot say when that will be.

Where does trustee training fit?

This is where the official pages we could open are quiet. The "Being a charity trustee" page does not mention training or induction, and the Code FAQs do not address trustee training. The only related item we found was an FAQ on preventing dominant trustees, which lists ensuring an effective induction process among suggested measures. We therefore cannot tell you that a particular course is required. Our view, not a Regulator statement: given the duty to use care, skill and diligence and the annual compliance declaration, some form of induction and refresh may be sensible.

Our suggestion: the following is our own approach, not a Regulator requirement.

• Give every new trustee an induction pack: governing document, latest accounts, the Code, the conflicts policy and the compliance record form.
• Schedule an annual governance session before the compliance record form is completed, so the board reviews each principle together.
• Keep a skills and training log for the board and note where gaps exist.
• Choose training providers carefully. Our guide on how to choose and check a professional training provider in Dublin sets out questions to ask.

What we could not confirm

This article does not reproduce the full text of the Code or the complex and non-complex guidance, so check the current versions on the Charities Regulator website. We have not confirmed the current commencement status of provisions in the Charities (Amendment) Act 2024.

Learnsignal's offices are off Baggot Street in Dublin, and we offer in-person training from there. For current details, see our CPD pages.

Frequently asked questions

Is the Charities Governance Code mandatory?

The Regulator's FAQs say it works on a comply-or-explain basis: charities must comply or explain why they have not, and declare this when submitting the Annual Report.

Does it apply to small, volunteer-run charities?

The FAQs say the Code is relevant for every charity operating in Ireland, and the launch announcement says it was designed to be proportionate with volunteer-led and small charities in mind.

Do we file the Compliance Record Form?

No. The FAQs say you must keep it, complete it every year, and produce it if the Regulator asks.

Are trustees required to complete training?

The pages we opened do not set a trustee training requirement. Check the Code itself and the Regulator's current guidance.

The FAQs say charities must complete the Compliance Record Form every year and keep it, as the Regulator could ask for it at any time.