Regulator concludes regulatory case into governance at the RSPCA


The regulator’s involvement with the charity began in 2014, after serious concerns were identified about the charity’s governance and leadership. Among the Commission’s key concerns were frequent changes in leadership and a sustained reliance on trustees acting as interim Chief Executives. This unusual practice, which began as an interim arrangement, went on for too long, risking public confidence in an important national institution.

In August 2018, the Commission issued the charity with an Official Warning, in relation to concerns about a settlement offer to the charity’s former acting chief executive.

Despite regular meetings with staff and trustees, including a three-day visit by the regulator to the charity’s headquarters in October 2018, the Commission remained concerned about the charity’s progress in reforming its governance. Its concerns revolved around the set-up and role of the charity’s trustee body (the council), specifically:

  • its large size – at this point the council consisted of 25 members
  • the long terms of office of council members
  • the extent to which the trustees had the necessary knowledge, skills and experience given the size and complexity of the charity
  • excessive involvement of council members in day to day issues usually the responsibility of the executive and staff

Trustees were required to take immediate steps to rectify the situation and bring the charity’s governance, notably the operations of its council, in line with expectations for a charity of this size and complexity. Thereafter, the charity announced changes to “truly transform the Society”, including an overhaul of the charity’s governance.

Following a wide consultation on these proposals, led by a new Chair and Chief Executive, constitutional changes, which addressed but went beyond the Commission’s concerns, were adopted at the Society’s AGM in June 2019. This included reducing the size of the trustee body from 25 to 12.

The Commission subsequently monitored the implementation of these changes and is now satisfied that the charity has acted on its regulatory advice and used this as an opportunity to make significant changes to its leadership and governance.

The regulatory case concluded earlier this year, and the RSPCA’s relationship with the Commission has now moved to a regular footing. This means the charity’s structures are considered improved and able to deal with new issues should they arise. The charity made further refinements to its governance at its AGM yesterday.

Helen Earner, Director of Regulatory Services at the Charity Commission, said:

The RSPCA is a much-loved national institution, which performs a crucial role in animal protection. We have had to have extensive engagement with the charity over a number of years to ensure things were placed on a better footing, but are satisfied that the RSPCA’s current governance reflects our expectations of large and complex charities.

Charities that put their purpose at the core of all they do, and underpin this with robust governance and the highest standards of conduct, will serve their beneficiaries better, and help meet their full charitable potential.


Notes to Editors

  1. The Charity Commission is the independent, non-ministerial government department that registers and regulates charities in England and Wales. Its purpose is to ensure charity can thrive and inspire trust so that people can improve lives and strengthen society.


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