Governance
How Samaritans is Governed
Samaritans is a charitable company limited by
guarantee. It was incorporated as a company on 11 April 1963,
having been founded by Prebendary Dr Chad Varah on 2 November
1953.
In addition to the charitable company, the
organisation as a whole includes 202 Samaritans branches operating
in the United Kingdom, the Republic of Ireland, the Channel Islands
and the Isle of Man. The branches are unincorporated
associations, each of which is a separate charitable
organisation.
The Company, Samaritans
The way Samaritans is governed is laid down in
the Memorandum of Association and Articles of Association that were
adopted at an Extraordinary General Meeting (EGM) held in January
2006.
The governing body is the Trustee Board, which
has between 10 and 15 members, at least two thirds of whom are
Samaritans. The trustees are also Directors of the
Company. Trustees, other than the Chair, are appointed by the
Selection Committee. Trustees can serve a maximum of 6 years
from 28 January 2006, or up to 8 years in the case of a Chair who
has already served as a trustee prior to his appointment as
Chair.
The Board is advised by the Council of
Samaritans. Its membership comprises a representative from each
Samaritan branch, a representative from each of the thirteen
Regions into which the organisation is divided, the Founder and the
Chair. The Chair of the Council is also the Chair of the Trustee
Board and is elected by the Council. Members of the Council of
Samaritans are also the members of the Company.
The Board meets at least six times a year and
at two of these meetings it is joined for part of the time by the
thirteen Regional Representatives. The Regional
Representatives are the eyes and ears of the Board of Trustees in
the wider organisation and play a vital role in ensuring the
implementation of Samaritans' policies.
The Council meets twice a year. Its role
is to advise and guide the Trustee Board on key policy issues
affecting the wider Samaritan movement and to act as a channel of
communication between the Trustee Board and the branches. The
Board submits to Council an annual report on its activities and an
annual update and review of the Company's strategic plan.
An Audit & Risk Committee has been
established, as required by section 24 of the Articles of
Association. It has 4 roles:
- ensuring proper audit and financial controls
are in place throughout the Company;
- monitoring the implementation of national
policy throughout the organisation;
- reviewing the organisation's risk management
strategy; and
- monitoring the effectiveness of the Trustee
Board.
It has up to seven members, three appointed by
the Board, three elected by the Council of Samaritans and an
External Expert, appointed by the Board. It will meet at least four
times a year and will submit to the Council an annual report on its
activities and findings.
The Articles also call for the establishment
of a Selection Committee, which is responsible for the appointment
of trustees, other than the Chair, who is elected by Council.
The committee has six members - the Chair of Samaritans, three
members elected by Council and two members appointed by the
Board.
General Office
Although the trustees are responsible for
directing the affairs of the charity, the size of the organisation
means that inevitably much of the day to day operational activity
is delegated, through the Chief Executive, to staff. However,
certain significant matters are specifically reserved for the
Board's decision and cannot be delegated. These include the
strategic direction of the charity, the approval of key policies
(following consultation with the Council of Samaritans), the
approval of operational plans and budgets, expansion of the
organisation's operations into new activities or geographical areas
and any other matters having a material impact on Samaritans'
financial position, strategy, reputation or risk profile.
Subject to the above, the Chief Executive and
delegated staff are able to approve routine contracts, to authorise
expenditure and to recruit staff as long as these activities are
consistent with the organisation's strategic direction and in line
with annual budgets previously approved by the Board.
For any administrative queries, please contact General Office
using the following methods:
Call +44 (0)20 8394 8300
Write to: The Upper Mill, Kingston Road, Ewell, Surrey , KT17
2AF
Fax: +44 (0)20 8394 8301
Email: admin@samaritans.org
Web queries: webmaster@samaritans.org
Other Committees, Working Groups, Working Parties
The branches of Samaritans
Each of the 202 branches has its own
constitution or governing document. In Scotland branches are
recommended to adopt the Samaritans of Inverclyde
Constitution. All other branches are recommended to adopt the
Samaritan Branch Model Constitution.