Lessons for heritage charities from the Malvern Hills Trust

Spanning the border of Worcestershire and Herefordshire, the Malvern Hills are a ridge of hills spanning nine to 10 miles with a unique geological heritage dating back hundreds of millions of years. The hills are designated as a national landscape (formerly known as an area of outstanding natural beauty), including sites of special scientific interest and three scheduled ancient monuments.

The hills are protected and managed by the Malvern Hills Trust (the Trust), a charity which was set up to preserve the hills for the benefit of the public. The Trust was established by an Act of Parliament in 1884 but recent proposed amendments to update the governance of the Trust have been fraught with difficulties, leading to recent intervention by the Charity Commission.

The matter highlights the challenges faced by both heritage and statutory charities seeking to modernise historic governance arrangements, particularly where those charities are responsible for assets of significant public, environmental and cultural importance. It also serves as a reminder of the importance of trustees remaining faithful to their fiduciary duties when navigating competing stakeholder interests and personal views while remaining focused on their duty to act in the best interests of the charity.

The case further demonstrates that, where a heritage charity manages assets of national significance, governance reform is rarely a purely internal matter. Heritage charities often occupy a unique position as custodians of nationally important land, buildings, collections and cultural assets which attract strong views from local communities, public bodies, members, donors and beneficiaries.

As a result, governance decisions may become matters of considerable public interest, requiring trustees to balance stakeholder expectations, reputational considerations and heritage concerns while remaining focused on the charity’s best interests and maintaining public confidence in their stewardship of the assets entrusted to their care.

Charities governed by statute

Charities come in all shapes and sizes and can be structured in a variety of ways, including as companies, charitable incorporated organisations, trusts and community benefit societies.

Charitable corporations established by Royal Charter or by Act of Parliament (known as statutory charities) tend to have more complex governance arrangements and the process for amending the governing document of these charities is different to that for other charities, requiring external oversight either from the Privy Council (for Royal Charters) or Parliament (for statutory charities).

Statutory charities are unable to use the usual powers of amendment available to other charities, such as passing a special resolution or using the powers under the Charities Act 2011. Instead, any amendments are typically made by way of a further Act of Parliament, although an alternative route is available by which the Charity Commission may make a scheme pursuant to s.73 of the Charities Act 2011, which is then laid before both Houses of Parliament and may be subject to annulment by way of resolution of either House (s.347 of the Charities Act 2011).

Background to the Malvern Hills Bill

The Trust is a statutory charity established by an Act of Parliament in 1884, and amended by further Acts of Parliament dated 1909, 1924, 1930 and 1995. Together, these Acts of Parliament form the Trust’s governing documents. The Trust has 29 trustees, 11 of whom are elected as representatives of different wards or parishes, 17 are appointed by local authorities, and one of whom is appointed by the Charity Commissioners.

In November 2024, the trustees of the Trust petitioned to introduce a Private Bill to Parliament to update the Trust’s governance. The Bill’s first reading was on 22 January 2025 following which 50 petitions were received against the Bill. Not only was this number unprecedented; it included six of the current trustees and signified the controversial nature of the amendments.

Many of the petitions were disallowed by the House of Lords Select Committee under the procedures governing private legislation (the petitioners had no right to be heard as they were unable to show that their property or interests were “directly and specially” affected by the Bill) but having considered the remaining petitions it went onto publish a 111-page report in April 2026, outlining a large number of amendments to the Bill.

The Bill did not complete its passage through both Houses of Parliament before the summer recess and a motion to revive the bill in the 2026-27 was objected to in the House of Lords on 9 June 2026. This means that a debate on the revival motion will be scheduled in due course. Over the summer, public opposition to the Bill has continued, including from some of the trustees, which lead to the Charity Commission writing to all of the Trust’s trustees to remind them of their fiduciary duties and urge them not to publicly oppose the Bill or to risk greater regulatory intervention.

A reminder of trustee duties

The issues faced by the Trust are not unique to heritage charities but go to the heart of charity trusteeship and long-established charity law principles applicable to the fiduciary relationship which trustees hold relative to the charity. Charity trustees have six key duties (outlined in the Charity Commission’s guidance) which include to:

• act only in the charity’s best interests
• exercise independent judgment
• avoid conflicts of interests
• act collectively as a board
• implement lawful board decisions even where they personally disagree with them.

Independence: Charity trustees must consider and reach an independent decision about any particular matter and must not act on behalf of another. Whilst trustees might be nominated by a particular body or elected by certain groups, they are not delegates or representatives of that body or group.

This can be particularly challenging within heritage charities where nominated or elected trustees may feel pressure to reflect the views of their local communities or stakeholders. However, the fiduciary duties of a charity trustee are owed to the charity, and trustees should not take decisions simply to reflect the views of local residents, members or appointing bodies.

Avoid conflicts: If there is a conflict between the interests of the group of people or the body that elected or nominated the trustee and what is in the best interests of the charity, the trustee has a duty to declare that conflict and manage it appropriately.

Collective decision-making: Once a board of trustees has properly considered a matter and reached a lawful, collective decision, individual trustees are expected to support and implement that decision. If they find that they cannot do so, then they may record their disagreement, but they must not stand in the way of the decision being implemented. In extreme cases, where a trustee’s disagreement with a decision is particularly vehement, they may have to resign.

In the case of the Trust, each trustee had been entitled to express their views during board deliberations before a decision was reached, but now that a decision had been taken, their duty is to support the implementation of that decision. They should not publicly oppose or petition against the Bill whilst acting as trustees as such public opposition to the agreed position of the board undermines the principle of collective decision-making and conflicts with the trustees’ legal duties to uphold the board’s agreed position.

Act in the best interests of the charity: In all matters, a trustee must act in the best interests of the charity. In the case of the Trust, it was of concern to the Commission that the actions of the trustees and the manner in which they were communicating their decision-making to beneficiaries was creating a significant risk to the reputation of the Trust and was clearly not in the charity’s best interests.

In addition, The Charity Commission appears to have considered that the Trust could not operate effectively under its current governance framework and that substantial resources had already been expended on preparing the Bill. The Commission therefore appears to have questioned whether the continued opposition to the reforms was then consistent with the trustees’ duty to act in the charity’s interests.

The Birketts view

Statutory charities and heritage charities often have complex governance arrangements. The difficulties faced by the Malvern Hills Trust provide lessons for other trustees of similar charities when considering amending their governance.

• Actively review historic governance arrangements: Where a charity operates under old legislation or with historic documentation, the governance provisions may no longer be appropriate and may not reflect modern charity governance expectations. Trustees should regularly review the charity’s governance to ensure it is fit for purpose.

• Understand how to amend your governing document: Where a charity is established by statute, the only possible route for constitutional change is through Parliament, either directly with a new Act of Parliament, or with a Charity Commission Scheme which has been laid before Parliament. This is both costly and time-consuming so should be undertaken carefully.
• Recognise the importance of stakeholder engagement: It is important that trustees undertake a meaningful consultation with all stakeholders in advance of any involvement of either Parliament or the Commission. This is especially important for heritage charities which often manage assets with public, cultural or environmental significance which engender strong feelings in members of the public and where proposed changes may be controversial. Trustees should be able to demonstrate they have carefully considered stakeholders’ concerns but ultimately trustees must exercise their own independent judgment as to what is in the charity’s best interests and come to a collective decision on that basis. Consider that where a charity manages assets of national importance, effective stakeholder engagement may be as important for maintaining public confidence in the charity’s stewardship as it is for informing the trustees’ decision-making.
• Understand your fiduciary duties as trustees: Trustees must always act in the best interests of the charity. Elected or nominated trustees are not delegates of those who have elected or nominated them but owe their fiduciary duties to the charity. Where conflicts of interests or loyalty arise, these should be appropriately managed. This is a central tenet of charity law which can easily be overshadowed by passionately held beliefs or feelings, particularly where the charity in question is a historic institution managing assets of national significance.
• Board disputes can become regulatory issues: Continued non-compliance by trustees with their fiduciary duties can result in regulatory action being taken by the Commission, for example giving an official warning or opening a statutory inquiry. Disagreements over governance reforms are not merely constitutional debates. Once they impact on effective decision-making, the charity’s reputation, or appropriate administration and operation of the charity, the Charity Commission may take action to ensure charity assets (including the charity’s reputation) are protected and public trust in charities is preserved.

The issues experienced by the Malvern Hills Trust demonstrate that, irrespective of the route by which a charity’s governance may be modernised and updated, trustees must remain compliant with their ordinary charity law duties. Notwithstanding the complex governance arrangements and consequent difficulties faced by statutory and heritage charities, the fundamental duties of charity trustees remain unchanged, including to act collectively, implement lawful board decisions and place the interests of the charity above personal views or stakeholder pressures.