Most boards are built on the quiet assumption that the chair sets the tone and everyone else takes the cue. It works almost all of the time, which is exactly why it is dangerous the moment the cue is wrong.

A trustee can find themselves in hot water without ever having put a foot wrong. Maybe it’s a  medium-sized charity in need of new premises where one of its trustees runs a local property firm and offers a building they own at what everyone agrees is a fair, even generous, rent. The lease is signed. But a newer trustee, reading the papers properly for the first time, realises the conflicted trustee’s interest was never formally declared, that trustee sat in the discussions, and no independent valuation was required of the property by the board. There, the board simply trusted that a good person had generously offered the organisation a good deal. When the new trustee raises it, the chief executive points out the charity got a better rate than the open market would have given. The chair agrees it is unfortunate but argues that reopening it now, declaring it formally, would embarrass a respected colleague, unsettle funders, and undo years of goodwill over what was, after all, a deal that helped the charity. It was agreed that the chair and the executive would prefer to tidy the paperwork going forward and say nothing.

The newer trustee is left holding the thing everyone else wants to put down. Because an undeclared financial interest in a transaction the charity entered into is, on its face, the kind of serious matter trustees are expected to manage and may have to report, the duty to act sits with the trustees as a body, not with the colleague who offered the building or the chair who would rather it stayed in the room. The chair and the chief executive closing ranks does not remove the obligation; it transfers it to the rest of the board who now have to decide whether they are trustees in name or in fact.

When you accept a trustee role it is rare that this is explained to you. You imagine the hard moments will be strategic; a merger out of necessity, redundancy rounds, funding cliffs, recruitment challenges. You do not imagine that the hardest moment will be a quiet one, where the two most senior people in the organisation have already decided how a thing should be handled, and you are the one who thinks it should be handled differently. There is no drama. There is no villain. Instead, there is  a respected colleague, a chief executive who held the place together, a chair who has steered the board well for years, and a defence that genuinely sounds defensive. If the organisation is unscathed, why make a mountain out of a molehill. But it is the reasonableness that presents the problem. A clear-cut wrong is easy; everyone knows what to do with it. It is the nuanced, well-meant case that tests a board, because the easy path is genuinely available, and taking it feels tempting indeed.

The trustee who raises the uncomfortable thing is usually treated as the problem to be managed, not the signal to be heeded. They are thanked for their diligence. They are told it has been noted. They are reassured it is in hand, and reminded, gently, of the bigger picture and how much good the organisation is doing. There may not be hostility but more often than not matters are managed to make the question go away without anyone ever having to answer it. The moment that goal is achieved, the board has taught itself something that will be imprinted on all whose names are recorded on the register as trustees: that raising concerns carries a cost, and letting things lie results in a reward. The next trustee who notices something will not be willing to speak, because they saw what happened the last time.

What makes this an integrity question rather than a personality clash is where the duty actually lives. A chair does not absorb the board's obligations by force of seniority. A chief executive does not discharge the trustees' responsibilities on their behalf. When the chair and CEO decline to address something, the responsibility does not evaporate; it falls, undiminished, on the people without control. The other trustees inherit a decision they did not make and may not want, and the integrity of the whole board now rests on whether they are willing to carry the decision and its consequences. Most of them will look to the chair to lead, which is precisely the reflex the situation has disabled.

I’ve been the dissenting trustee. I’ve also been the executive with no power to push through a different result. I’ve been invited into this room to advise and believe that this is one place an outside perspective earns its keep. When I am at the table, the trustee saying the difficult thing is no longer alone, because there is someone present whose only job is to ask the right questions, not worry whether those questions are convenient. Not once have I taken sides, embarrassed the chair, or assumed the worst of anyone; usually no one in the room has acted in bad faith. My objective is to ask what the organisation needs to do to act in alignment with the standards it has set for itself, regardless of who would prefer not to be held to that standard. 

Boards do not lose their integrity in a single bad decision. They lose it in small moments when an inconvenient truth is raised and the people at the top of the pyramid decide together that it would be easier if it had never been raised.

If you are a trustee who has been in that room, or suspects you are about to be, that is a conversation worth having before the decision makes itself. Email [email protected].

ICYMI: Every organisation stands for something and communicates it publicly. The test is what it does when standing by that becomes costly or embarrassing. The entries below are this week's examples of organisations meeting that test or failing it. When one fails, the behaviour and the promise are moving in opposite directions, which creates damage that does not fix itself of its own accord.

⬆ Up (who hit the mark this week)

Serious Fraud Office –  on 11 June the SFO moved to recover a further £96,000 from one of seven men who defrauded thousands of UK investors of £8.2m through a sham green-energy company, taking its total recovery from the group above £436,000, fifteen years after the original conviction. The point it makes is a quiet one about accountability: that it does not expire when the sentence is served, and that ill-gotten gains can be pursued for as long as it takes to return them.

Financial Conduct Authority closed its investigation into Drax's market disclosures about the sustainability of its Canadian biomass on 18 June, taking no action, and explained why in the open: an extensive review found no evidence justifying further steps, and cases that do not meet that bar are closed promptly. The candour cuts both ways, and campaigners who raised the original concerns will read "no action" as the harder verdict; a regulator that explains a decision not to act is still holding itself to appropriate standards. 

⬇ Down (who missed the mark this week)

County Durham and Darlington NHS Foundation Trust were found by inspectors to have a blame culture where staff were discouraged from speaking up, where leaders were judged to have put financial pressures above patient safety, and where the regulator learned of safety incidents through the media or parliament rather than from the trust itself. A call-bell system funded after a serious incident took almost a year to install. The Care Quality Commission downgraded its rating to inadequate on 12 June, issuing a warning notice, and publishing its findings in full rather than leaving them to emerge. The chief executive said the trust accepts the findings and apologised. But the distance between what a hospital owes its patients and what this has done leaves more work of repair beyond the apology.

Ofwat is currently evaluating the consortium’s proposal of Thames Water’s creditor group £10bn rescue proposal that would waive fines until 2030, loosen pollution and leakage targets, and raise bills beyond the regulator's settlement. As the independent regulator, it is responsible for deciding whether to accept it which is Ofwat's to make, not the government's, and it must still go to a three-month public consultation and be tested in court. The question for the regulator is whether it holds the line on the standards it set, or signs off relief from them to keep the company afloat.

AO World reported record annual profit yesterday, up 16.1 per cent to £50.5m on revenue of £1.27bn, in the same breath as confirming it had moved 150 UK sales and call-centre roles to South Africa, with another 50 to follow, its founder attributing the move to rising employment costs. Record results and cutting the British jobs that helped deliver them, on the same day, is a hard thing to square with what any company says about valuing its people.

👁 Watch (who we're watching this week)

Solicitors Regulation Authority is carrying a sharply rising caseload of misconduct reports while consulting, until 22 June, on a business plan that has a direct impact on its ability to enforce. The SRA’s own enforcement director has said the current way of working is not sustainable. The Law Society President stated that the SRA’s need for increased funding is a bitter pill driven by past institutional weakness The question worth watching is whether a regulator can keep protecting the public and the standing of the profession when the volume of failures outpaces the resources available to deal with them.

BBC told staff on 15 June that it plans to cut up to 2,000 jobs, around a tenth of its workforce, to save several hundred million pounds, with its news division taking the first and heaviest hit. The interim director-general said he wanted to be open about the challenge, and that candour is the test the entire organisation is now measured against. However, a broadcaster whose whole licence rests on being trusted to tell the public the truth is shedding the people who do the telling, weeks after a governance crisis cost it its last director-general and head of news, and just as a new one arrives is something worth keeping an eye on.

This week a large NHS trust was found to have kept safety incidents from its regulator, which it was legally required to report; the regulator found out from the press and from MPs instead, and staff said they were discouraged from speaking up. Someone in that trust knew about each incident and had to decide whether to file the report or let it sit. Filing it meant scrutiny, awkward questions, and trouble for bosses already under pressure on money. Letting it sit made the problem disappear, at least for now. 

So here’s the question: would you have filed it, or found a good reason not to?

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Led by Leah Brown FRSA, The WayFinders Group supports organisations in repairing the damage that stops them doing what they said they would do.