Procurement at large UK charities: the trustee-board signoff layer

Why the trustee-board signoff layer matters

Large UK charities (annual income above £1m, and particularly those above £10m) operate procurement under explicit Charity Commission scrutiny. The Commission expects trustees to oversee material spend, declare conflicts of interest, document decision-making, and act in the charity's best interest. Procurement processes are formal as a result.

Trustees have personal duty under the Charities Act 2011. They cannot delegate the duty even when they delegate the day-to-day execution to the chief executive. The practical effect: substantive commitments require board approval, not just executive signoff, and the board is genuinely scrutinising rather than rubber-stamping.

The board's typical signoff threshold for vendor contracts varies by charity. A charity with £10m income might delegate up to £25k annually to the chief executive; above that, board approval is required. A larger charity might set the threshold at £100k or £250k. Vendors should ask early what the threshold is for the specific charity they are selling into.

The board cycle

UK charity trustee boards typically meet quarterly. A few large charities meet more often (some monthly during active periods, others bi-monthly). The board agenda is set 2 to 4 weeks before the meeting; vendor decisions need to be in the agenda paper at that point.

The practical implication for vendors: the board cycle, not the charity's fiscal cycle, sets the floor on procurement timing. Missing a board meeting slips the deal a quarter (or more if the next board has a full agenda already). Vendors should track each target charity's board schedule and plan commercial close to land in the agenda window.

What the board actually scrutinises

Boards reading a vendor procurement paper scrutinise against a recognisable set of questions:

• Does this vendor and contract serve the charity's objectives
• What are we paying, in total over the contract term, and what are we getting
• What alternatives were considered and why was this vendor chosen
• What is the implementation risk and have we accounted for it
• What happens if the vendor fails or underperforms
• Are there any conflicts of interest
• Is this the best use of charity resources given competing demands
• What is the exit position at the end of the contract

Vendors should equip the executive with a board paper that answers these questions directly. Vendors who provide marketing material and expect the executive to translate it into a board paper slow the cycle.

Documentation expectations

Charity Commission guidance expects trustees to document procurement decisions in board minutes: the decision made, the reasoning, the conflicts considered, the alternatives examined. Vendors should expect this documentation to happen and should provide written material that can be referenced in the minutes.

The auditor (most charities above £1m income are audited) will review procurement decisions during the annual audit. Vendors whose contracts are referenced in audit findings (positively or negatively) become a matter of board attention.