Board Meetings

Where restrictions make face-to-face meetings impossible, doing them virtually will be a good option. Some charities have specific provisions in their governing documents to allow AGMs and other meetings to take place using digital methods such as phone or online. If your governing document does not allow you to have virtual meetings, you should amend it as soon as possible to permit you to do so. This will be good for the resilience of your charity going forward.

For a few charities, making these changes may have been difficult. This will depend on what your governing document says about how changes can be made and what your charity’s legal form is. Generally, if there is no such clause in the governing document and you decide to hold meetings over the phone or using digital solutions when Scotland is subject to restrictions, we will understand. However, you should record this decision clearly and demonstrate that you have done this to exercise good governance in your charity.

SCIOs and companies should now make every effort to ensure governing documents are updated with provisions for virtual meetings as the temporary provisions under the Corporate Insolvency Act are no longer in force. SCVO have new model documents which include virtual meeting provisions. They can be found here.

There are lots of free and low cost options for virtual meetings. SCVO have tips for hosting virtual meetings -  Virtual meetings & video calls – SCVO

AGMs

As a result of COVID-19 and the resulting restrictions, you may have postponed your Annual General Meeting (AGM) last year. Where you have made this decision, please make sure that you record the postponement and the reasons for it clearly, particularly when this means you have not acted in line with your governing document. It is important for the ongoing good governance of your charity that you can explain your decision making if you are ever questioned on this.

If you postponed your 2020 AGM this may result in it ‘bumping up’ against your 2021 AGM. If this is the case, then you should look at your governing document before deciding how best to resolve this. If your governing document requires that you hold an AGM every year then you should still aim to carry out two distinct meetings. This is especially important if your governing document requires you to carry out certain business at your AGM (for example, electing trustees or considering the Annual Report and Accounts).

Depending on what your governing document says about the timing of AGMs, it may make sense for you to hold the two AGMs one after the other on the same day. If you do decide to do this, you must make sure that the trustees and members agree to proceed on this basis and you must be very careful to ensure that your record keeping shows which decisions were made at which AGM. It is also important to make sure the decision to run the AGMs in this way is clearly recorded.

Your governing document may require the AGM to be held at a certain time of year, between specified dates or with a minimum or maximum time period elapsing between one AGM and the next. We will be understanding and proportionate if you are unable to comply with these provisions at the present time or if any concerns are raised with us about the postponement of AGMs or other meetings.

Decision making and keeping records

Decision-making processes, and the recording of any resulting decisions are important for the good governance of your charity. You need to be able to return to the decisions at a later date, and understand the reasoning behind them.

This is particularly important if, in these exceptional circumstances, your charity is one of those where the governing document and legal form have made it difficult to make changes to allow you to have virtual meetings. This might mean you have taken the decision, in order to continue to function, to have trustee or members meetings virtually even though this doesn’t meet the provisions of your governing document. Recording your decisions and explaining why a decision was reached will be important if you ever have to explain your actions in the future.

Quorums

A quorum refers to the minimum number of people necessary to make decisions and conduct the charity’s business. A quorum can refer to:

• the number of charity trustees required for board meetings, or
• the number of the charity’s members required for membership meetings, for example Annual General Meetings (AGMs).

This number is often set out in the charity’s governing document.

In the current situation, we are happy that charities hold their meetings virtually to help make sure you have enough people to make decisions and form a quorum, even if the governing document doesn’t say anything about virtual meetings.

We know you may be concerned that there may be circumstances where you cannot get enough charity trustees or members to form a quorum because of COVID-19 but need to make decisions on the future of your charity. If this is the case you should check your governing document to see if it allows you to change the number of people required to form a quorum. If yes, you could change the number now by following the provisions set out in your governing document.

If you find yourself in a position that you cannot form a quorum you should check your governing document to see what it says about appointing additional people to form a quorum to make valid decisions.

If there is nothing specific in your governing document, it may be that the law governing your legal form (for example Company law or Trust law) makes provision for the appointment of additional charity trustees or members. If you are unsure you should seek legal advice on how you can resolve this issue and the risks to the charity and charity trustees in making decisions without a quorum.

If you have tried to get enough people to form a quorum but are unable to, any decisions you make may be invalid and may be open to challenge from people affected by those decisions, for example, employees or service users.

We will be proportionate when assessing any concerns raised with us about decisions made without a quorum. We will look at whether your actions were in line with charity trustee duties and if you acted in the interests of your charity and with care and diligence.

However, others affected by those decisions may take a different approach. So you should take advice and fully understand the implications of any decisions you make.

Updating your governing document

We have received many queries from charities questioning if there is a need to make changes to their governing documents and how to do that. In response to this demand we recorded a webinar with some key information about changes needed and how to make those changes. We also produced a list of the questions and answers which were generated by the webinar.

Company requirements

If your charity is also a company, you also must send your amended Articles of Association to Companies House within 15 days of the resolution being passed. This is a legal requirement and we’re finding that a significant number of charitable companies who have notified OSCR, have yet to notify Companies House.

More information about making changes to your charity and advising OSCR of changes can be found here and FAQs for changing your governing document to allow for virtual meetings can be found here.

FAQs???

Deadlines and the grace period

Most of the reporting requirements to OSCR and the timescales for doing so are set in charity law. We cannot change these. However, we will change the way we respond to delays in reporting at this time. We want to reassure charities that our approach to regulation during this time will be flexible and supportive.

We understand that for many charities it may be difficult to meet filing deadlines.  Last year we implemented a ‘grace period’ for charities which meant If charities submitted late during this time, they would not be penalised by being marked late on our register.

OSCR allowed an additional 9 month grace period for charities whose annual information was due to be submitted during the initial pandemic period (from 01 March 2020 onwards). This grace period will be valid for all charities with a due date up to the 31 March 2021.

After that point we feel that charities should have had enough time to be able to get processes in place in order to be able to submit. If your due date falls after that time, and you are worried about your submission, please get in touch with us at info@oscr.org.uk.

Wherever possible please scan and attach your accounts in OSCR Online. Any accounts posted to us will take longer to process whilst the office is closed.

At this time we are allowing charities to submit annual reports and accounts with typed signatures to help you meet your deadlines and finalise your accounts without physical or ‘wet’ signatures.

Audit and IE requirements

Under charity law all annual reports and accounts for Scottish charities are subject to independent external scrutiny from an independent examiner or auditor.

Charity law does not provide OSCR with the power to grant exemptions from audit or independent examination, even under the current conditions. All annual reports and accounts must have the appropriate external scrutiny report.

External scrutiny is an important part of the annual reporting process. It allows an independent review of the report and accounts, assuring the reader that the accounts set out the financial position of the charity with reasonable accuracy and can be relied upon to make decisions.

There is new guidance on the COVID-19 impact for audit and independent examination.

Guidance for independent examiners and auditors

UK Charity Regulators have updated their joint guidance on Matters of Material Significance reportable to UK charity regulators.

The UK Charity Regulators have produced new guidance for independent examiners to assist with some of the considerations arising due to the impact of COVID-19.

The Financial Reporting Council have published a range of guidance to help auditors consider the impact of the pandemic on their work.

Telling your Covid story – the Trustees’ Annual Report

A trustees’ annual report (TAR) is the narrative part of your accounts. It contains information about the charity; how it is run; its activities and achievements; and helps to explain the numbers in the accounts.  Every charity needs to prepare a set of annual accounts which must include a trustees’ annual report.

The TAR is really about telling the story of what has happened in your charity over the past year and helps readers understand why you have spent money in the way you have.

The approach you take to explain the impact COVID-19 has had on your charity needs to be appropriate and right for your organisation. The diversity of the charity sector means that one size does not fit all so there is no universal solution.  

We recognise that many charities will be experiencing significant challenges in terms of using current resources, including reserves and thinking about the longer term sustainability of the charity. Some charities will have not been able to carry on any of their activities and will have no funds coming in.

As well as financial challenges, there are many operational challenges for charities. Some are unable to operate, others have an increase in demand for services, significant changes to the work the charity does, fundraising, volunteers, staff.

Whatever the challenges faced by your charity your TAR is a how you can explain what you did and why. 

The SORP guidance highlights the need for charity trustees to explain in their narrative report the impact of COVID-19 on their charity, for example:

• the implications for the delivery of their activities and services
• any financial uncertainties regarding the charity’s financial sustainability and the steps being taken to address these and
• the impact on the charity’s ability to fundraise and how the trustees managed this situation.

These are good points for all charities to cover in their trustees’ annual report at this time, not just charities preparing accounts in line with the SORP. 

In addition, the guidance highlights the relevant considerations about going concern to enable charity trustees to think this through appropriately and make the right decision for their charity.

We also have general guidance on TARs.

The Fundraising Regulator and the Chartered Institute of Fundraising have developed Coronavirus (COVD-19) guidance: Supporting safe and responsible fundraising.

This guidance is to support charities and their fundraising partners, to fundraise safely and responsibly in ways which protect the public, fundraisers and volunteers. It sets out a framework to aid good decision making by organisations across the sector so that fundraising is carried out in a way that is safe, responsible, and gives confidence and protection to the public. 

We have additional fundraising guidance which you can find here.

SCVO have created the Coronavirus Third Sector Information Hub for voluntary organisations. We advise charities to visit the hub regularly to keep up to date with the latest developments.

Other sources of information include: 

• Third Sector Interfaces (TSIs) are open and working remotely to try to support local communities. Check the your local TSI website for information on how to contact them.
  
  
• Scottish Government has a range of guidance on different topics.
   
• UK Gov Business Support and Financial Support information is being updated regularly.
  
  
• Additional guidance and information, including links to guidance for travellers and the general public, can also be found on Health Protection Scotland’s COVID-19 page.
  
  
• If you’re part of an umbrella organisation, such as Early Years Scotland or the Development Trusts Association Scotland, the umbrella organisation or parent charity may have specific guidance for your sector.
  
  
• For international development charities Scotland's International Development Alliance has information on the COVID-19 outbreak.
  
  
• ACOSVO is leading on providing peer support for chief executives and senior leaders.
  
  
• Updates on public health advice for COVID-19 can be found on the NHS Inform website, and a free helpline has been set up for those who do not have symptoms but are looking for general health advice: 0800 028 2816.

What to do if you have become a victim of cybercrime

The Scottish Business Resilience Centre (SBRC) in partnership with Scottish Government and Police Scotland has launched the UK's first cyber incident response helpline.

The free helpline for the SME community and the third sector will help victims of cybercrime understand what support is immediately available to them and assist them with recovery. If you have been a victim of cybercrime then you can contact the first UK cyber incident hotline run by the Scottish Business Resilience Centre. The helpline is run by SBRC in collaboration with Scottish Government and Police Scotland will also work with several trusted external companies around the country who can help in situations where an onsite expert is needed. Charities can reach the cyber incident helpline by calling 01786 437 472 weekdays 9am-5pm.