GOVERNANCE

The charity does not have share capital and is a company limited by guarantee. It is constituted by its Articles of Association. Charity Projects is the registered name of the charity but it is better known as Comic Relief, and therefore all references to the organisation in this annual report and accounts will be in the name of Comic Relief.

Charity Projects has two wholly-owned subsidiaries, Comic Relief Ltd and Brand Relief Ltd (dormant). This Trustees’ Report and the financial statements represent the activities and position of the consolidated group for the year to 31 July 2019.

Trustees

Ultimate control of Comic Relief is vested in the Trustees, who give their time, experience and expertise for free. For the year to 31 July 2019 and up to the date of signing the accounts, the trustees are:

Tim Davie (Chair of Trustees and member of the Remuneration & Nominations Committee)

Richard Curtis CBE (Vice Chair of Trustees)

Suzi Aplin (Trustee and member of the Social Impact Committee)

Diana Barran MBE (Trustee and member of the Investment and Finance & Risk Committees) (resigned 31 January 2019)

Dr Sue Black (Trustee)

Harry Cayton CBE (Trustee and member of the Social Impact Committee) (resigned 6 November 2019)

Tristia Harrison (Trustee, director of Comic Relief Limited)

Michael Harris (Trustee, Treasurer, member of the Finance & Risk, Investment and Remuneration & Nominations Committees)

Jenny Hodgson (Trustee and member of the Social Impact Committee) (appointed 27 February 2019)

Colin Howes (Trustee, member of the Investment Committee and director of Comic Relief Limited)

Matt Hyde (Trustee) (appointed 27 February 2019)

Charlotte Moar (Trustee and member of the Investment and Finance & Risk Committees) (appointed 27 February 2019)

Charlotte Moore (Trustee) (resigned 25 July 2018)

Rupert Morley (Trustee, member of the Investment, Finance & Risk and Remuneration & Nominations Committees and director of Comic Relief Limited ) (appointed 28 November 2018)

Tessy Ojo (Trustee)

Jacqueline Onalo (Trustee and member of the Social Impact and Remuneration and Nominations Committees) (appointed 27 February 2019)

Gautam Raju (Trustee and member of the Social Impact Committee) (appointed 27 February 2019)

Alexandra Reid (Trustee) (resigned 7 November 2019)

Tom Shropshire (Trustee, Senior Governance Trustee and director of Comic Relief Limited)

Theo Sowa CBE (Trustee) (resigned 28 February 2019)

Danny Sriskandarajah (Trustee and member of the Social Impact Committee) (resigned 31 December 2018)

Trustee liability

Each Trustee is a member of the charity and, in the event of the charity being wound up, is liable to contribute a maximum of £1.

Trustee tenure and code

New Trustees are selected and appointed by the Trustee Board to maintain an appropriate balance of skills and experience. New Trustees are given a programme of induction, and training is available when required and relevant. In September 2016 a nine-year tenure limit was introduced for Trustees (three terms of three years following appropriate review and agreement at the end of each term) and transitional arrangements agreed for all existing Trustees. A number of new Trustees have joined the board in 2018/19 as part of the planned succession arrangements.

Trustees consider the principles set out in the Charity Governance Code when carrying out their duties and these principles have informed the review of Comic Relief’s governance framework that was initiated in 2016. This framework is being mapped against the Code’s principles to enable full ‘comply or explain’ to be implemented in the 2019/20 financial year.

Governance changes

In the 2018/19 year the governance review has been successfully progressed with trustees approving the following key developments:

1. 26th September 2018 - The new Social Impact Committee replaced the UK and International Grants Committees in line with Comic Relief’s new single Social Change strategy, with new committee terms of reference.

2. 28th November 2018 – A revised committee structure was approved by Trustees to provide remit for increased scrutiny of audit and risk, finance and fundraising, social impact and remuneration and nominations matters with appropriate advisory groups

3. 27th February 2019 - A Trustee Code of Conduct was approved.

4. 24th April 2019 – Trustees approved the specific matters that have been reserved for Trustees and those delegated to committees and/or the executive.

5. 24th April 2019 – Trustees approved an updated description of roles for the Chair, CEO, Senior Governance Trustee and Treasurer.

6. 24th July 2019 – Trustees approved the comprehensive Committee Terms of Reference for the new committee structure, building on the approved structure from November 2018.

7. 24th July 2019 – The Trustees approved a Committees Code of Conduct.

The new committee structure will be embedded in the course of 2019/20. During the 2018/19 year, the committees and advisory groups met regularly in accordance with the annual meeting schedule and annual schedules of work. The committees and advisory groups benefit from the specialist expertise of independent members selected to complement the skills and experience of Trustees.

Until late 2018 there was also a Commercial & Technology Board, some members of which served on the board of the two trading subsidiaries and on which there is Trustee representation. This group was disbanded following the review of the committee structure.

Decisions of the Trustees are implemented by the Chief Executive Officer (appointed by the Trustees) and the executive team.

The Trustees continue to be very grateful to all committee and advisory group members for their advice, work and time committed during the year.