1. Purpose
These Terms of Reference define the role, responsibilities, authority and working arrangements of the Board of Trustees of Al-Waris Foundation.
They are intended to:
- clarify the Board's governance responsibilities;
- distinguish governance from day-to-day operational management;
- establish expectations for trustees;
- support effective collective decision-making;
- establish appropriate oversight and delegation;
- protect the charity's independence;
- support compliance with charity law and the Constitution.
These Terms of Reference supplement the Constitution.
They do not amend or override it.
Where there is any conflict between these Terms of Reference, the Constitution and applicable law, the Constitution and applicable law take precedence.
2. Status of the Board
The Board of Trustees is the governing body of Al-Waris Foundation.
The trustees have ultimate legal responsibility for the administration and governance of the charity.
The Board acts collectively.
Individual trustees do not normally have authority to bind the charity merely because they are trustees unless that authority:
- arises under the Constitution;
- has been properly delegated;
- has otherwise been lawfully authorised.
3. Charitable Purposes
The Board must ensure that Al-Waris Foundation operates exclusively in furtherance of its charitable purposes.
Trustees must periodically satisfy themselves that:
- activities fall within the charity's objects;
- charitable resources are used appropriately;
- activities provide public benefit;
- significant new activities are compatible with the Constitution.
The Board must not knowingly allow charitable resources to be applied for purposes outside the charity's objects.
4. Collective Trustee Duties
The Board is collectively responsible for ensuring that Al-Waris Foundation:
- carries out its purposes for the public benefit;
- complies with its Constitution;
- complies with applicable law;
- acts in its best interests;
- manages its resources responsibly;
- acts with reasonable care and skill;
- remains accountable.
Delegating operational work does not transfer these legal responsibilities away from the trustees.
5. Core Functions of the Board
The Board's principal functions include:
Governance
- maintaining effective governance arrangements;
- ensuring compliance with the Constitution;
- approving significant policies;
- managing conflicts of interest;
- maintaining appropriate trustee oversight.
Strategy
- establishing the charity's overall direction;
- considering significant programmes and priorities;
- approving material changes in activity;
- considering long-term sustainability.
Financial Oversight
- overseeing financial performance;
- approving appropriate budgets where used;
- monitoring significant expenditure and liabilities;
- protecting charitable assets;
- ensuring restricted funds are appropriately managed;
- overseeing reserves and financial risk;
- approving statutory accounts and reports where required.
Risk
- overseeing significant organisational risks;
- ensuring appropriate controls exist;
- reviewing material safeguarding, financial, operational, regulatory and reputational risks.
Safeguarding
- ensuring appropriate safeguarding arrangements exist;
- ensuring serious safeguarding concerns are handled appropriately;
- maintaining sufficient oversight of safeguarding risks.
Accountability
- ensuring required regulatory filings are made;
- maintaining appropriate records;
- ensuring public statements and reports are materially accurate;
- considering serious incident reporting where required.
6. Governance and Operations
Al-Waris Foundation distinguishes between:
- governance and oversight, which remain the responsibility of the Board; and
- operational execution, which may be delegated.
The Board should focus primarily on:
- purpose;
- strategy;
- oversight;
- financial stewardship;
- safeguarding;
- risk;
- accountability;
- significant decisions.
Routine operational work may be undertaken by authorised individuals without requiring direct trustee involvement in every action.
7. Operational Delegation
The Board may delegate operational responsibilities to:
- the Chair;
- authorised officers;
- staff;
- volunteers;
- contractors;
- committees;
- project leads;
- other appropriately appointed persons.
Delegated responsibilities may include:
- website administration;
- donor administration;
- fundraising administration;
- project coordination;
- volunteer coordination;
- supplier communications;
- routine procurement within authorised limits;
- correspondence;
- content management;
- social-media administration;
- record keeping;
- routine financial administration;
- other day-to-day functions.
Delegation should be sufficiently clear for the person exercising it to understand their authority.
8. Matters Reserved to the Board
Subject to the Constitution and any lawful delegation arrangements, matters that should normally remain with the Board include:
- significant strategic decisions;
- changes to major charitable programmes;
- appointment or removal of trustees;
- approval of statutory accounts;
- approval of the Trustees' Annual Report;
- significant governance policies;
- material related-party transactions;
- significant trustee benefits;
- significant borrowing;
- significant property decisions;
- material changes to reserves policy;
- significant safeguarding governance issues;
- significant fraud or financial misconduct;
- serious incident reporting decisions where Board consideration is appropriate;
- material legal proceedings;
- significant departures from approved strategy;
- dissolution or constitutional changes where applicable.
The Board may establish more detailed financial or delegated-authority limits separately.
9. Operational Access
Trustee status does not automatically require routine access to operational systems.
Access should be based on legitimate role requirements and the principle of least privilege.
Trustees do not automatically require direct access to:
- donor accounts;
- beneficiary records;
- payment processing systems;
- website administration;
- CMS administration;
- email administration;
- social-media credentials;
- database administration;
- hosting infrastructure;
- authentication systems;
- volunteer case records;
- confidential complaints;
- safeguarding case files.
The Board should instead receive sufficient reports and information to exercise proper oversight.
A trustee may receive operational access where it is legitimately required for an authorised responsibility.
10. Oversight of Delegated Functions
Where work is delegated, the Board should maintain proportionate oversight.
This may include:
- financial reports;
- project reports;
- risk information;
- safeguarding reports;
- compliance updates;
- performance information;
- audit trails;
- exception reporting;
- access to supporting evidence where necessary.
The Board should avoid both:
- inadequate oversight; and
- unnecessary interference with properly delegated routine work.
11. Role of the Chair
The Chair provides leadership to the Board and supports effective governance.
Responsibilities may include:
- chairing trustee meetings;
- helping establish agendas;
- facilitating balanced discussion;
- ensuring decisions are clearly reached;
- ensuring conflicts are appropriately addressed;
- supporting implementation of Board decisions;
- acting as an authorised representative of the charity;
- coordinating operational activity where separately authorised;
- ensuring significant matters are brought to the Board.
The Chair may hold substantial operational responsibilities where the Board considers this appropriate.
This does not transfer the Board's collective legal responsibility to the Chair.
12. Authority of the Chair
The Chair may exercise authority delegated by the Board.
Such authority may include day-to-day decisions necessary to operate the charity within:
- approved strategy;
- policies;
- financial controls;
- budgets where applicable;
- legal requirements;
- the Constitution.
Material matters outside delegated authority should be referred to the Board.
The Chair must not use operational responsibility to prevent trustees from receiving information reasonably necessary for proper governance.
13. Role of Individual Trustees
Each trustee is expected to:
- act in the charity's best interests;
- exercise independent judgement;
- understand their legal responsibilities;
- prepare for meetings;
- participate constructively;
- declare conflicts;
- maintain confidentiality;
- protect charity assets;
- challenge appropriately;
- support properly made collective decisions;
- raise significant concerns;
- maintain appropriate conduct.
Trustees should not attempt to direct routine operational activity individually unless authorised to do so.
14. Trustee Independence
Trustees must exercise their own judgement.
No trustee is required to vote according to the wishes of:
- the Chair;
- another trustee;
- a donor;
- a family member;
- a contractor;
- a partner organisation;
- a community representative;
- another external person.
Trustees should consider advice but remain responsible for their own decisions.
15. Composition of the Board
The composition of the Board must comply with the Constitution.
The Board should seek, where reasonably practicable, an appropriate mixture of:
- skills;
- experience;
- independence;
- organisational knowledge;
- safeguarding awareness;
- financial understanding;
- community understanding.
Trustee appointments must not be made merely to satisfy numbers without considering suitability.
16. Trustee Appointments
Trustee appointments must follow:
- the Constitution;
- applicable charity law;
- the Safer Recruitment Policy where relevant;
- appropriate eligibility checks.
Prospective trustees should understand:
- the charity's purposes;
- their legal duties;
- expected time commitment;
- conflicts requirements;
- confidentiality;
- safeguarding responsibilities;
- collective accountability.
17. Connected and Related Trustees
A family or other personal relationship between trustees does not automatically invalidate an appointment where the Constitution and law permit it.
However, the Board should recognise the governance risks created where trustees are closely connected.
These may include:
- reduced independent challenge;
- conflicts of interest;
- perceived concentration of control;
- difficulty demonstrating objective decisions.
Relevant relationships must therefore be declared and conflicts managed.
Where reasonably practicable, the charity should seek sufficient independent judgement within its governance arrangements.
18. Trustee Eligibility
Trustees must remain legally eligible to act.
Trustees should inform the charity promptly if circumstances arise that may affect their eligibility, including:
- legal disqualification;
- bankruptcy or insolvency circumstances where relevant;
- relevant criminal matters;
- removal from another trusteeship;
- regulatory restrictions;
- other circumstances affecting legal eligibility.
The charity should undertake appropriate eligibility checks.
19. Trustee Induction
New trustees should receive an appropriate induction.
This should normally include:
- the Constitution;
- charitable purposes;
- trustee duties;
- current activities;
- financial position;
- significant risks;
- safeguarding arrangements;
- conflicts procedures;
- key governance policies;
- regulatory obligations;
- operational structure.
Trustees should be given sufficient information to understand the organisation they govern.
20. Trustee Training
Trustees should maintain knowledge proportionate to their responsibilities.
Training or guidance may cover:
- trustee duties;
- safeguarding;
- financial governance;
- conflicts;
- fundraising;
- data protection;
- serious incident reporting;
- fraud prevention;
- charity regulation.
Training should be refreshed where appropriate.
21. Meetings
The Board will meet as required to discharge its responsibilities effectively and in accordance with the Constitution.
Meetings may take place:
- in person;
- remotely;
- through another legally permissible format.
The frequency should reflect:
- the charity's activities;
- risk;
- financial position;
- significant decisions requiring approval;
- regulatory obligations.
22. Meeting Agendas
Agendas should, where appropriate, include:
- declarations of interest;
- approval of previous minutes;
- matters arising;
- financial information;
- project or operational updates;
- safeguarding matters where appropriate;
- risk;
- decisions requiring approval;
- regulatory matters;
- other business.
Not every meeting requires every category.
23. Meeting Papers
Relevant information should be provided with sufficient time for trustees to consider it where reasonably practicable.
For significant decisions, papers may include:
- proposal;
- financial implications;
- risks;
- conflicts;
- alternatives;
- recommendations;
- supporting evidence.
Urgency may require shorter notice, but urgency should not routinely be used to avoid proper scrutiny.
24. Quorum
Quorum requirements are determined by the Constitution.
A decision must not be represented as a valid Board decision where the required quorum was not present.
Where conflicts cause trustees to withdraw, the effect on quorum must be considered.
25. Voting
Trustee decisions should normally be made in accordance with the Constitution.
Where possible, the Board may seek consensus.
Where consensus cannot be reached, the appropriate voting procedure should be followed.
Conflicted trustees must not vote where prohibited by the Constitution, law or conflict-management arrangements.
26. Written and Electronic Decisions
Where permitted by the Constitution and applicable law, trustee decisions may be made without a conventional meeting.
Any such decision must:
- follow the governing document;
- be communicated appropriately;
- be properly recorded;
- identify participating trustees;
- address relevant conflicts.
Informal messages between trustees should not automatically be treated as formal Board decisions.
27. Minutes
Minutes should provide an appropriate record of Board business.
They should normally record:
- date;
- attendees;
- apologies where relevant;
- conflicts declared;
- significant matters considered;
- decisions;
- key reasons where appropriate;
- actions;
- significant abstentions or withdrawals.
Minutes do not need to reproduce every comment made.
They should provide sufficient evidence of proper governance.
28. Confidentiality of Board Information
Trustees must protect confidential information received through their role.
Board papers and discussions may contain:
- beneficiary information;
- donor information;
- financial information;
- safeguarding matters;
- complaints;
- legal advice;
- commercially sensitive information;
- personnel information.
Confidentiality continues after a trustee leaves office where the information remains confidential.
29. Conflicts of Interest
Trustees must comply with the Conflict of Interest Policy.
Conflicts should be declared:
- on appointment;
- through the Register of Interests;
- when circumstances change;
- at relevant meetings;
- before relevant delegated decisions.
A trustee must not conceal an interest because they believe they can remain impartial.
30. Financial Oversight
The Board must maintain sufficient oversight of the charity's finances.
Trustees should receive appropriate information concerning:
- income;
- expenditure;
- cash position;
- significant liabilities;
- restricted funds;
- reserves;
- material financial risks;
- significant unusual transactions.
Trustees do not necessarily need access to payment accounts or bookkeeping systems to exercise this oversight.
31. Bank and Payment Access
Operational access to:
- bank accounts;
- payment processors;
- payment cards;
- accounting systems;
should be limited to authorised persons.
Trustee status alone does not require transactional access.
Appropriate controls should ensure that the Board can nevertheless oversee financial activity.
32. Restricted Funds
The Board must ensure restricted funds are used in accordance with applicable restrictions.
Where fundraising creates a legally binding restriction, trustees must not knowingly use those funds for unrelated purposes.
Appropriate accounting records should distinguish restricted and unrestricted funds.
33. Reserves
The Board should maintain and periodically review an appropriate reserves approach.
The level of reserves should reflect:
- financial risks;
- commitments;
- income stability;
- operational needs;
- charitable plans.
The Board should avoid accumulating funds without adequate charitable justification.
34. Procurement
The Board should ensure appropriate procurement controls exist.
Significant purchases should consider:
- value for money;
- quality;
- reliability;
- safeguarding;
- conflicts;
- delivery risk;
- fraud risk.
Trustees do not need to approve every routine purchase where suitable delegated authority exists.
35. Safeguarding Oversight
The Board retains ultimate safeguarding responsibility.
The Board should ensure:
- safeguarding policies are maintained;
- appropriate safeguarding leadership exists;
- people understand reporting routes;
- significant incidents are escalated;
- safer recruitment is used where appropriate;
- overseas safeguarding risks are considered.
Trustees should receive sufficient information to provide oversight without routinely receiving unnecessary identifiable beneficiary information.
36. Data Protection Oversight
The Board should ensure appropriate arrangements exist for:
- lawful processing;
- information security;
- data subject rights;
- breach management;
- retention;
- third-party processing;
- international transfers where applicable.
Trustees do not require unrestricted access to personal data to satisfy this responsibility.
37. Risk Management
The Board should maintain proportionate oversight of significant risks.
Risk categories may include:
- safeguarding;
- financial;
- fraud;
- operational;
- cybersecurity;
- data protection;
- legal;
- fundraising;
- reputational;
- overseas delivery;
- contractor;
- health and safety.
Significant risks should be recorded and reviewed appropriately.
38. Serious Incidents
The Board must ensure potential serious incidents are identified and assessed appropriately.
Where an incident meets the relevant reporting threshold, the charity should make required reports to the Charity Commission or other authorities.
The Board must not deliberately suppress reporting merely to protect the charity's reputation.
39. Regulatory Compliance
The Board is responsible for ensuring arrangements exist to comply with applicable obligations, including where relevant:
- Charity Commission reporting;
- financial reporting;
- HMRC requirements;
- data protection;
- fundraising regulation;
- safeguarding;
- employment law;
- health and safety;
- contractual obligations.
Operational responsibility for completing these tasks may be delegated.
40. Annual Reporting
The Board must approve required statutory reporting.
Trustees must take reasonable steps to ensure reports are:
- accurate;
- complete;
- submitted within applicable deadlines;
- consistent with accounting records;
- not materially misleading.
Trustees should not approve reports they know contain significant inaccuracies.
41. Fundraising Oversight
The Board should ensure fundraising is:
- lawful;
- honest;
- transparent;
- consistent with charitable purposes;
- appropriately controlled.
Fundraising communications must not knowingly contain fabricated:
- beneficiaries;
- donation totals;
- project outcomes;
- impact statistics;
- endorsements;
- urgency.
42. Overseas Operations
Where Al-Waris Foundation operates overseas, the Board should maintain proportionate oversight.
This may include:
- partner due diligence;
- contractor due diligence;
- project approval;
- financial controls;
- safeguarding;
- sanctions considerations;
- evidence requirements;
- monitoring;
- fraud risk;
- security.
The level of oversight should reflect the scale and risk of the project.
43. Project Accountability
The Board should ensure sufficient evidence exists to demonstrate that charitable resources have been used appropriately.
Depending on the activity, evidence may include:
- project reference numbers;
- location information;
- photographs or video;
- invoices;
- receipts;
- specifications;
- completion dates;
- contractor details;
- distribution records;
- monitoring information.
Evidence requirements should remain proportionate and respect beneficiary privacy.
44. Public Transparency
The Board should support meaningful transparency concerning the charity's work.
Public information should distinguish between:
- verified facts;
- estimates;
- targets;
- planned work;
- completed work.
Information must not be presented in a way that materially misleads donors or the public.
45. Delegated Authority Framework
The Board may maintain a separate delegated-authority framework specifying:
- financial approval limits;
- contract approval limits;
- procurement authority;
- refund authority;
- project approval authority;
- access permissions;
- operational responsibilities;
- escalation thresholds.
Such a framework may be updated without rewriting these Terms of Reference, provided it remains consistent with the Constitution and Board decisions.
46. Emergency Authority
Where urgent action is necessary to protect:
- beneficiaries;
- charity property;
- systems;
- legal position;
- finances;
- reputation;
an appropriately authorised person may take reasonable immediate action within their authority.
Material emergency actions should be reported to the Board promptly.
Emergency powers must not be used to bypass Board approval where sufficient time genuinely exists to obtain it.
47. Professional Advice
The Board should obtain professional advice where reasonably necessary.
This may include:
- legal;
- accounting;
- tax;
- safeguarding;
- property;
- cybersecurity;
- regulatory;
- investment advice.
Trustees should recognise when an issue exceeds their own expertise.
48. Trustee Expenses
Trustees may claim reasonable expenses properly incurred while carrying out charity duties in accordance with the Expenses Policy.
Reimbursement of legitimate expenses is distinct from trustee remuneration.
Claims should be appropriately evidenced and recorded.
49. Trustee Remuneration and Benefits
Trustees must not receive remuneration or other benefit unless properly authorised.
Any proposed benefit must be assessed under:
- the Constitution;
- charity law;
- Conflict of Interest Policy;
- any required regulatory authority.
The Board cannot make an unauthorised benefit lawful simply by voting to approve it.
50. Trustee Performance and Conduct
Trustees are expected to comply with:
- these Terms of Reference;
- Trustee Code of Conduct;
- Constitution;
- relevant charity policies.
Concerns may include:
- repeated failure to participate;
- serious misconduct;
- failure to declare conflicts;
- confidentiality breaches;
- safeguarding misconduct;
- misuse of charity resources;
- conduct seriously affecting trustee suitability.
Any action concerning a trustee must comply with the Constitution and applicable law.
51. Disagreements
Trustees should be able to disagree constructively.
Where disagreement occurs:
- relevant evidence should be considered;
- trustees should be allowed to express views;
- conflicts should be identified;
- decisions should follow the Constitution;
- the final decision should be recorded.
A trustee should not be treated improperly merely for raising a legitimate concern.
52. Whistleblowing
Trustees should support legitimate whistleblowing.
Where a trustee believes serious wrongdoing is occurring, they should use an appropriate internal or external reporting route.
The Chair must not be the only available route for concerns where the concern relates to the Chair.
53. Access to Governance Information
Trustees should have reasonable access to information necessary to discharge their legal responsibilities.
This may include:
- accounts;
- Board records;
- significant contracts;
- risk information;
- policies;
- regulatory correspondence;
- appropriate project evidence.
Requests should be proportionate and should respect:
- data minimisation;
- safeguarding confidentiality;
- legal privilege;
- information security.
Operational system access is not required merely to obtain governance information.
54. External Representation
Trustees may represent Al-Waris Foundation where authorised.
They must:
- distinguish personal views from official positions;
- avoid making unauthorised commitments;
- protect confidential information;
- communicate accurately;
- act consistently with the charity's purposes.
55. Review of Board Effectiveness
The Board should periodically consider whether its governance remains effective.
This may include consideration of:
- trustee skills;
- attendance;
- independence;
- conflicts;
- quality of information;
- financial oversight;
- safeguarding oversight;
- risk management;
- decision-making;
- delegation.
Improvements should be made where weaknesses are identified.
56. Succession Planning
The Board should consider succession where appropriate.
This may include:
- identifying skills gaps;
- recruiting additional trustees;
- maintaining organisational knowledge;
- avoiding excessive dependence on one individual;
- planning transfer of authorised access and responsibilities.
Succession planning should reflect the charity's size and circumstances.
57. Trustee Resignation and Removal
Trustee resignation and removal must be handled in accordance with the Constitution and applicable law.
When a trustee leaves:
- Charity Commission records should be updated where required;
- access should be revoked;
- charity property should be returned;
- confidential information should remain protected;
- relevant responsibilities should be reassigned.
58. Records
Appropriate governance records should be retained in accordance with the Records Retention and Disposal Policy.
These may include:
- minutes;
- resolutions;
- trustee declarations;
- Registers of Interests;
- appointment records;
- governance policies;
- significant decision records;
- regulatory correspondence.
59. Related Al-Waris Foundation Policies
These Terms of Reference should be read alongside:
- Constitution;
- Trustee Code of Conduct;
- Conflict of Interest Policy;
- Safer Recruitment Policy;
- Safeguarding Children Policy;
- Safeguarding Adults at Risk Policy;
- Financial Controls and Reserves Policy;
- Expenses Policy;
- Procurement and Purchasing Policy;
- Anti-Fraud, Bribery and Corruption Policy;
- Whistleblowing Policy;
- Serious Incident Reporting Policy;
- Risk Management Policy;
- Data Protection and UK GDPR Policy;
- Information Security and Cybersecurity Policy;
- Overseas Operations and Partner Due Diligence Policy;
- Grant Making Policy;
- Complaints Policy.
60. Review
These Terms of Reference will be reviewed:
- at least annually;
- following material changes to the Constitution;
- following significant changes to the Board;
- following a serious governance failure;
- following material changes to the charity's activities;
- following relevant changes in charity law or Charity Commission guidance.
61. Approval
Version: 2.0 Status: Approved Approved by: Board of Trustees Approval date: 25/08/2026 Next scheduled review: 24/08/2027