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 201 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 meets at least six times a year.
Council of Samaritans
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 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.
Audit & Risk Committee
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 and nations
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 or our dedicated offices in Ireland, Scotland and Wales.
Other Committees, Working Groups, Working Parties
From time to time the Board may wish to set up further committees, working groups, working parties etc. in addition to those required by the Memorandum and Articles of Association.