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Governance

UNICEF UK is a charitable company limited by guarantee and governed by a Board of Trustees that consists of no less than seven and no more than 12 elected board members, who are concurrently Directors under Company Law. The Board selects from among themselves the following Officers: a Chair, two Vice-Chairs and a Treasurer. It has the power to co-opt up to four further Trustees for a maximum of one year. The maximum term of service for an elected Trustee is six consecutive years; Officers of the charity can serve for nine consecutive years. Thereafter, a year must elapse before re-election or re-appointment to the Board. An annual general meeting of members of the charity elects the Board and confirms the membership of any Trustees co-opted during the year.

The Board of Trustees meets five times a year on a scheduled basis generally in person at the UUK offices in London. The Board reviews and approves the medium-term strategic plans and annual plans of the charity, receives and examines reports on the charity’s financial affairs, monitors programmatic and fundraising activities, and considers policies and procedures in areas such as risk management and legal and regulatory compliance. In addition there may be one or two ad-hoc meetings of the Board.

The Board is responsible for ensuring that UNICEF UK has a clear vision, mission and strategic direction, and is focused on achieving these. This involves monitoring and acting to ensure that performance and impact are achieved, as well as being the guardians of our fundamental values and ethos. It is responsible for ensuring that all UNICEF UK’s charitable objectives and activities are within UK law.

The Board acts on the advice and information from its regular meetings with the Chief Executive and Executive Team. In 2023, the Board held five formal meetings with the Executives to review performance against the four-year strategy, to assess the charity’s financial health, and to consider policies and procedures in areas such as risk management and legal and regulatory compliance.

The Board has delegated specific responsibilities to four committees whose membership is appointed by the Board.

The Finance Committee is chaired by the Treasurer and oversees all activities relevant to income generation and financial management whilst assuring the Board of planning rigour and financial propriety. It oversees assets and significant investments, reviews financial policy and procedure, and assesses major proposals.

The Audit and Risk Committee reviews the audited financial statements of the charity and recommends them to the Board. It also reviews the charity’s annual statement on internal control and risk management and recommends it to the Board. It reviews reports from the internal and external auditors, monitoring management actions to implement their recommendations. The Committee determines the process of tendering for both external and internal audit services and considers their appointment, fees, independence and objectivity. The work of the Committee is supported by an Independent Member.

The Nominations and Engagement Committee oversees the appointment and engagement of all high-level volunteers for UNICEF UK, such as the President, Vice-Presidents, Advisers and celebrity supporters. It also reviews the structure, size and composition of the Board and makes recommendations to the Board regarding succession and recruitment.

The Committee has responsibility for oversight of the People strategy and actions to enhance Diversity, Equity and Inclusion, reporting to the Board.

The Remuneration Committee assists the Board in determining pay awards to staff and Executive remuneration. It oversees remuneration strategy and reports to the Board.

Board and Committee Structure

Details of our current Board of Trustees and Executive Team can be found here.