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home / governance / legal / governor liability

Governor Liability

Many governors want to know the nature and extent of their personal liability.  Providing information on this is an institutional responsibility, and the clerk or secretary to the governing body should have explained the position to all members, including whether they are part of any professional indemnity or trustee indemnity  insurance cover. If governors are unclear they should ask their clerk about the position, and the insurance cover provided.

Overall, the law relating to personal liability is complex and relatively untested by the courts. The CUC Guide provides good general advice, which in summary is that if governors act honestly, diligently and in good faith, avoiding real, potential or perceived conflicts of interest, and contribute only to corporate decisions, issues of personal liability are unlikely to arise. So governors would only be likely to find themselves at risk if they were to act recklessly, ignore professional or other advice, or be in breach of fiduciary or governance duties.  It is for this reason that some institutions decline to take out indemnity cover, arguing that such insurance would, in any case, be deemed to be invalid if unreasonable behaviour had occurred.

Governing body members are, of course, charity trustees and subject to the obligations imposed by charity law.

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