Governance

1. Welcome & Introduction

About Comrie Development Trust

Comrie Development Trust (CDT) is a community-controlled charity and company limited by guarantee, formed for the public benefit of the community of Comrie and surrounding area. CDT manages Cultybraggan Camp, a former World War II prisoner-of-war camp and one of the best-preserved examples in the UK, designated as a Category A listed site by Historic Environment Scotland.

CDT's purposes are set out in Article 4 of the Articles of Association and cover sustainable development, tackling inequality, local services, heritage conservation, environmental stewardship, health, citizenship, and education.

Legal identity

Regulators

CDT is regulated by OSCR (Office of the Scottish Charity Regulator) and Companies House. Annual accounts and a trustees' report must be filed with both. CDT is also a member of DTAS (Development Trusts Association Scotland).

To do: Add Chair's welcome letter and organisational chart showing board, staff, and working group structure.

2. Role of the Board

The Board of Directors has overall responsibility for the governance and strategic direction of CDT. Trustees are charity trustees under the Charities and Trustee Investment (Scotland) Act 2005 and company directors under the Companies Act 2006. The board's role is to:

• Set and oversee CDT's strategic direction
• Ensure the organisation acts within its purposes
• Safeguard its assets and financial health
• Ensure legal and regulatory compliance
• Hold staff to account for delivery
• Manage risk

The board governs; staff manage. Day-to-day operations are delegated to staff. Trustees should not involve themselves in operational matters except through proper board processes.

Board composition

The Articles provide for 5–15 Directors: up to 12 Elected (must be Ordinary Members, elected at AGM) and up to 3 Co-opted (appointed by the board, serving until the next AGM). One-third of Elected Directors retire by rotation at each AGM. A maximum of 3 consecutive terms applies, after which a trustee must take a 1-year break. The board may co-opt one young person (aged 16–25) annually.

Office bearers

3. Trustee Duties & Responsibilities

Under the Charities and Trustee Investment (Scotland) Act 2005, every trustee must comply with these general duties:

• Act in the charity's interests — put CDT's purposes first, not personal interests
• Manage resources responsibly — safeguard assets, ensure money is spent on the purposes
• Act with care and diligence — take reasonable steps to be informed before making decisions
• Manage conflicts of interest — declare and manage any personal interest that conflicts with CDT
• Be accountable — comply with the Articles, keep proper records, file returns

Personal liability

As a company limited by guarantee, each member's liability is limited to £1. However, trustees can be personally liable if they act dishonestly, recklessly, or outside their powers. CDT maintains trustee indemnity insurance to protect directors acting in good faith.

Time commitment

The board typically meets monthly. Trustees are expected to attend meetings, read papers in advance, and participate in at least one working group or sub-committee. The estimated time commitment is 4–6 hours per month including preparation time.

Expenses

Trustees are entitled to claim reasonable out-of-pocket expenses incurred in connection with CDT business (Article 40.3). No payments may be made to Directors except expenses and reasonable remuneration for services rendered to the charity. See POL-015 Expenses Policy for claim procedures.

4. Code of Conduct

Trustees are expected to uphold the highest standards of integrity. CDT's expectations are set out in POL-009 Conduct and Behaviour Policy. Key principles:

• Act selflessly, with integrity, objectivity, accountability, openness, honesty, and in the spirit of leadership (Nolan Principles)
• Maintain confidentiality — board discussions and papers are confidential unless agreed otherwise
• Respect collective decision-making — support decisions of the board even if you voted against them
• Declare gifts and hospitality valued over £50
• Use CDT resources only for CDT purposes

Conflicts of interest

Articles 41–43 require every trustee to declare personal interests (including those of partners, close relatives, and associated firms). The board maintains a Register of Relevant Interests, open to public inspection. A conflicted trustee must not participate in discussion or vote on the matter and may be asked to leave the room.

Trustees must update their declaration whenever circumstances change and confirm it annually. The Register is held on the Board Portal.

To do: Draft a standalone Conflicts of Interest policy (separate from the Articles) and a trustee-specific Code of Conduct. Currently the Conduct policy (POL-009) is staff-oriented. The SCVO template should be adapted for CDT.

5. Articles of Association

The current Articles were approved by special resolution at the AGM on 11 April 2023, confirmed by OSCR on 27 July 2023. They replaced the previous Memorandum and Articles adopted at the AGM on 11 January 2022.

Key provisions:

• Membership: Ordinary (16+, resident in community area, voting rights), Associate (outside area, no vote), Junior (12–15, no vote). Minimum 20 members.
• AGM: at least every 15 months. Quorum: 10 Ordinary Members or 10%, whichever is greater.
• Board meetings: quorum is >50% of Directors, with Elected Directors in the majority. 7 Clear Days' notice. Chair has casting vote.
• Amendment: requires 75% vote at a General Meeting. Purpose changes need OSCR written consent.
• Dissolution: remaining assets transfer to community bodies, charities, or crofting bodies — approved by OSCR and Scottish Ministers.

The full signed Articles are held on SharePoint at BOARD / CURRENT ARTICLES 11.4.2023.

6. Board Meetings & Decision-Making

Board meetings are held monthly, typically on the third Thursday. The process follows OSCR and SCVO best practice:

1. Agenda circulated 7+ days in advance by the Chair / Secretary
2. Board pack issued with the agenda — previous minutes, action log, finance summary, and papers for each decision item
3. Minutes taken at the meeting recording: attendance, key discussion points, decisions and reasons, actions (who, what, by when)
4. Approval — draft minutes circulated within 7 days, approved at the next meeting, signed by the Chair
5. Action log updated with new actions; status of existing actions reviewed

Decision recording

OSCR states: “Assign someone to prepare minutes of the meeting — note the decisions taken and the reasons for them.” Minutes are legal documents that may be reviewed by regulators. CDT maintains:

• Board meeting minutes — comprehensive archive from 2018 to present, held on SharePoint at CONFIDENTIAL / Statutory Administration / Board and Annual General Meetings
• Board Action Log — Excel spreadsheet tracking actions across meetings (BOARD folder)
• Record of Board Decisions — summary spreadsheet of key decisions (BOARD folder)

Retention

Per SCVO guidance, board and AGM minutes are permanent records. Accounts are kept permanently. Operational records (invoices, payroll) are retained for 6 years. Insurance certificates are retained for 40 years.

7. Financial Oversight

All trustees share collective responsibility for CDT's finances. The Treasurer provides a financial summary at each board meeting. Key documents:

• Annual accounts — audited/examined, filed with OSCR and Companies House. Available on SharePoint at FINANCE
• Management accounts — monthly profit & loss, balance sheet, cash flow forecast
• POL-018 Invoice Authorisation Policy — spending authority levels
• POL-019 Procurement Policy — competitive tendering thresholds

Statutory accounts for 2021, 2022 (signed), 2023, and 2024 are all held on SharePoint.

To do: Create a Reserves Policy and a one-page financial summary template for board packs.

8. Key Policies

CDT maintains a comprehensive set of policies, all held on SharePoint at ADMINISTRATION / Policies & Procedures / Policies - current. The full list is on the Policies tab. The policies most relevant to trustees:

9. Health & Safety

The board has collective responsibility for health and safety at Cultybraggan Camp. CDT's H&S policy (POL-001, Rev. 3, signed 2025) sets out duties, risk assessment procedures, and emergency arrangements. Key documents:

• 26 risk assessments covering events, lone working, work experience, and site-specific hazards — held at HEALTH&SAFETY / Risk_Assessments
• H&S Staff Induction Form — completed by all new staff
• Training records — maintained by the office

To do: Create a strategic Risk Register (distinct from individual risk assessments) covering organisational, financial, reputational, and operational risks. DTAS risk register template available.

10. Trustee Insurance

CDT maintains Directors' and Officers' (D&O) liability insurance to protect trustees acting in good faith. The policy covers legal defence costs and settlements arising from claims against trustees in their capacity as directors/charity trustees.

Insurance documents are held at BOARD / Insurance. CDT's insurance schedule and policy documents are reviewed annually (see PROCED-022 Insurance Renewal procedure). Employer's liability certificates must be retained for 40 years.

11. Where to Find Documents

All governance documents are held on SharePoint. Trustees should bookmark these key locations:

To do: Set up trustee permission groups on the CDT SharePoint site so trustees can access BOARD, policies, and approved minutes directly. Currently access is via the app service principal only.

12. Induction Checklist

New trustees should complete the following within their first month:

13. Key Contacts

To do: Add named individuals (Chair, Vice-Chair, Secretary, Treasurer) and update after each AGM. Add external advisors: solicitor, accountant, insurance broker.

14. Useful Links

• OSCR — Charity Trustee Duties
• OSCR — Trustee Information & Guidance Pack
• SCVO — Scottish Governance Code
• SCVO — Governance Templates (Code of Conduct, Conflicts, Induction)
• SCVO — Record Keeping Guidance
• Scottish Governance Checkup Tool
• DTAS — Development Trusts Association Scotland
• Active Stirling Trustees Handbook (reference model)