Appointing board members

Every social business will need to appoint its Board in line with the rules set out in its governing document.  The rules will set out a range of eligibility criteria as well as determine the administrative process for appointing Board members and managing Board meetings. 

Areas to consider:

There are no specific qualifications for being a Director but there are rules in company and charity legislation that set out when an individual is disqualified (i.e. barred) from becoming a Director or Trustee.

The Companies Act states that to be a Director you need to be:

  • 16 or over
  • not disqualified from being a Director
  • not in bankruptcy
  • not restrained by the Court from becoming a Director
  • not disqualified by the company’s own Governing document.

Apart from the disqualification and bankruptcy provisions, Companies House will accept nominations for any people the members of a social business deem fit to act in that capacity.

The Charity Commission states that to be a Trustee you need to be:

  • 18 or over other than for charitable companies or CIO where trustees can be 16 or over
  • not automatically disqualified
  • not disqualified by the Charity Commission.

Trustees are normally asked to complete a Charity Trustee declaration form to confirm their eligibility.

Further guidance:

Company Director Disqualification

Automatic Disqualifications  

Charity Trustee Declaration

The governing document will set out social business specific information on Board appointments, including:

  • how and by who Board members are appointed and removed
  • specific social business requirements for Board Members, e.g. skills, representation, disqualifications etc.
  • the minimum and maximum number of Board members
  • the minimum number of Board members that need to be present to conduct its business (the Quorum)
  • the maximum number of years a Board member can sit on the Board (the Term of Office).

Board members always have a duty to avoid conflict of interest and to act in the best interest of the social business. Social business should put in place processes and procedures to identify and manage conflict of interest, including:

  • annual conflict of interest declaration forms
  • separate declaration of any conflict of interest in individual agenda items at Board meetings. 

Further guidance

Companies House: Directors Duties 

Charity Commission: Conflict of Interest Guide 

The Mental Capacity Act 2005 needs to be considered when assessing an individual’s capacity to take on a Board member position. It says, ‘assume a person has the capacity to make a decision themselves, unless it's proved otherwise.’

Board members are accountable as a collective. As Board of elected members, people have responsibility for various tasks and roles to ensure the business is compliant. As a collective, the Board will have a shared capacity and understanding of their roles and responsibilities.

You will need to ensure that your Board members are recruited to meet the skills, knowledge and experience needed to govern your social business efficiently and effectively and have the capacity to deliver.  

You may wish to undertake a skills audit of your Board members to determine where there are skills gaps that need to be filled directly. If not available, provide relevant training to upskill individuals so that they can discharge their duties. 

In this section:

Board Members' responsibilities for Business Compliance 

Roles and responsibilities of Board Members


Want to discuss the topic further? Contact or your dedicated Business Advisor.