1.The Charities Governance Code: More Than a Box-Ticking Exercise

Many boards still associate compliance with completing the annual “comply or explain” checklist. But the Charities Governance Code goes much deeper than that.

It requires charities to evidence good governance across six principles:

• Principle 1: Advancing charitable purpose

• Principle 2: Behaving with integrity

• Principle 3: Leading people

• Principle 4: Exercising control

• Principle 5: Working effectively

• Principle 6: Being accountable and transparent

This is not optional. Every registered charity must report annually on its compliance.

A governance review examines whether your structures, practices and documentation genuinely align with these principles — not just whether the paperwork exists.

In many reviews we deliver, we commonly find:

• policies that have not been updated in years

• boards unclear about their legal duties

• gaps in risk management and safeguarding oversight

• weak or informal financial controls

• board minutes that do not evidence proper decision-making

• confusion between reserved matters and operational responsibilities

A review brings these issues into the open and supports boards to address them in a structured, proportionate way.

2. The Charities Act: Legal Duties Boards Cannot Ignore

The Charities Act (2009, as amended in 2024) sets out clear legal obligations — and boards are ultimately responsible for ensuring they are met.

A governance and compliance review tests alignment with:

• reporting requirements to the Charities Regulator

• maintenance of accurate financial and governance records

• trustee duties and conflict-of-interest management

• safeguarding charitable purpose

• transparency to beneficiaries, funders and the public

• additional statutory obligations (for example, under the Companies Act for incorporated charities)

Importantly, the amended Act has strengthened the Regulator’s enforcement powers.

Boards can no longer rely on informal assurances or historical practice.
“We didn’t know” is no longer a defensible position.

A review ensures trustees understand their obligations — and that the organisation’s systems actively support ongoing compliance.

3. Why Boards Choose to Invest in a Governance Review

Boards typically come to us for one (or more) of the following reasons:

✔ Peace of mind
Knowing the organisation is compliant significantly reduces stress for trustees and executives.

✔ Preparing for growth
As charities scale, governance structures must evolve with them.

✔ Responding to board turnover
New trustees often ask: “Are we compliant?”
A review provides clarity and reassurance.

✔ Meeting funder expectations
Bodies such as Pobal, Tusla, the HSE, the DRHE and philanthropic funders increasingly expect evidence of strong governance.

✔ Avoiding reputational risk
Poor governance is one of the most common causes of public trust breakdown. Prevention is always cheaper than repair.

✔ Independent perspective
Boards can be too close to the organisation to see gaps clearly. An external review brings neutrality and sector-wide insight.

4. What a High-Quality Governance & Compliance Review Should Include

A professional review should go well beyond a document checklist. At a minimum, it should assess:

1. Governance Structures

• board composition, skills and recruitment

• clarity of roles (board vs CEO)

• committee structures

• delegation of authority and reserved matters

2. Compliance with the Charities Governance Code

• evidence against each principle

• application of core and additional standards

• identification of gaps and improvement actions

3. Compliance with the Charities Act

• trustee duties and oversight

• annual returns and reporting

• conflicts of interest

• record-keeping

• legal structure and constitution alignment

4. Policies & Procedures

• review of key policies (safeguarding, risk, finance, HR, data protection)

• identification of missing or outdated documents

5. Risk Management

• quality and use of the risk register

• clarity of risk appetite and escalation

• integration of risk into board discussions

6. Board Practices

• agenda setting and prioritisation

• quality of board papers

• minutes as evidence of oversight

• strategic planning cycles

7. Culture & Effectiveness

• quality of decision-making

• challenge and support

• accountability

• transparency

A strong review doesn’t just identify issues — it provides a clear, prioritised action plan that boards can realistically implement.

5. The Return on Investment: Why This Pays for Itself

Boards that invest in a governance and compliance review gain:

✔ Confidence and assurance
Trustees can demonstrate due diligence and strong oversight.

✔ Increased funder credibility
Robust governance is a significant asset in funding and commissioning processes.

✔ Reduced workload
Clear systems reduce firefighting and duplication.

✔ Better decision-making
High-functioning boards make faster, more confident decisions with less friction.

✔ Risk reduction
Issues identified early are far easier to address.

✔ Stronger organisational culture
Good governance supports leadership, staff morale and trust.

✔ Long-term sustainability
Strong governance protects the organisation well beyond the current board cycle.

Put simply:

A governance review isn’t a cost — it’s a safeguard.

Conclusion: Now Is the Time to Strengthen Governance

Charities in Ireland are operating in an environment where compliance is no longer optional or “nice to have”.

Boards must be able to show — and evidence — that they are meeting the requirements of both the Charities Act and the Charities Governance Code.

A governance and compliance review provides:

• clarity

• assurance

• direction

• confidence

And it protects your reputation, your beneficiaries, your funding — and your future.

Want Support?

At Impact Ireland, we support boards and leadership teams to strengthen governance in a way that is practical, proportionate and aligned to their purpose.

If your board is asking “Are we actually compliant?” — we’d be happy to discuss how a governance and compliance review could help.

Get in touch to explore this further.