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3. Structure & governance

A clear, accountable structure for sharing power and making decisions

3.1 Governance structure and responsibilities

3.1.1 Torchbox's governance is based on three key groups, each with a defined remit:

  • The Trust Board controls the ownership of the company on behalf of all co-owners and ensures it is run in line with our purpose, values and long-term interests. This includes financial oversight, representing the co-owner\'s perspective in strategic matters, and holding leadership accountable for the business\'s health and direction.

  • The Company Board has ultimate responsibility for the running of Torchbox and meeting the company's legal and statutory obligations.

  • The Senior Leadership Team (SLT) oversees the day-to-day operations of the business, encompassing strategy, business performance, operations, and management.

3.1.2 Torchbox Ltd is owned by the Torchbox Employee Ownership Trust (EOT), which holds 100% of the company's shares on behalf of all co-owners.

3.2 The Trust Board

3.2.1 The Trust Board holds legal ownership of Torchbox on behalf of co-owners and ensures that decisions align with the company's values, purpose, and EOT obligations. The Trust Board holds the SLT and Company Board accountable on behalf of all co-owners and has the power to dismiss the CEO and other company directors.

3.2.2 The Trust Board consists of:

  • Four elected Employee Trustee Directors, elected via ranked-choice voting by all Co-owners and Long Term Contractors for three-year terms.

  • One Independent Trustee Director, recruited by the Trustees and CEO and appointed for a two-year term.

  • One Founder Trustee Director, reviewed and renewed by mutual agreement between Olly Willans or Tom Dyson and the Trustees after each three-year term.

  • One representative from the Board of the Company (can be the same as the Founder Trustee).

3.2.3 The Trustee Directors meet quarterly with the CEO to review business performance, finances, and people matters. The CEO reports on company performance and strategy at these meetings. Additionally, Employee Trustee Directors meet regularly and have ad hoc communications with the SLT as necessary. The Trustee Directors are often consulted on behalf of the co-owners in real-time business decisions.

3.2.4 Trustee Directors may request additional reports on business, finance, and people matters. They may also request that a representative Trustee attend an SLT meeting to represent employee interests (but not their own personal interest).

3.2.5 Trustee Directors must declare conflicts of interest to the Trust Board.

3.2.6 Trust Board elections must not increase any gender imbalance that exists on the company board, for example, where men are overrepresented. In this process, non-binary candidates are treated as part of the underrepresented group, and may be elected where this supports a more balanced outcome.

For example, if the Company board were male-dominated and the Trust Board was balanced, and two new Trustees were being elected, if the highest-ranked two candidates were men, the highest-ranked woman or non-binary candidate would be elected instead of the second man.

3.3 The Company Board

3.3.1 The Company Board is responsible for fulfilling statutory duties for Torchbox Ltd under company law, including:

  • Filing annual accounts

  • Appointing directors

  • Maintaining the company's compliance with legal and financial > requirements

3.3.2 Day-to-day strategic, financial, and operational leadership responsibilities are delegated to the SLT.

3.3.3 The Company Board collaborates with the Trust Board and SLT to maintain oversight, but does not participate in day-to-day management.

3.4 Senior Leadership Team (SLT)

3.4.1 The SLT is responsible for:

  • Developing and delivering the company strategy

  • Day-to-day operational decision-making

  • Financial management

  • People strategy and organisational health

3.4.2 The SLT ensures that its decisions reflect the interests of co-owners, consulting the Trust Board, team leads, and relevant internal channels as appropriate.

3.4.3 SLT members submit written reports ahead of each quarterly Trust Board meeting and attend as needed to discuss business performance and direction.

Although we are co-owned, we have a structure in place that empowers our Senior Leadership Team to run the business. They set strategy, they ensure we offer the right services and products to our clients, and they are responsible for people and culture. If market conditions necessitate organisational changes, such as co-owner redundancies, the SLT are the ones that have to make those difficult decisions. While they may ask the Trust Board for their opinion, the responsibility for these decisions rests with the SLT.

3.5 Co-owner voice and representation

3.5.1 Co-owners influence decisions and engage with leadership through a range of formal and informal channels, including:

  • Quarterly employee pulse surveys

  • Annual employee engagement survey

  • The Q&A system, continuously managed by the Trustee Directors

  • Open-door access to the SLT and the Company Board

  • Input via the Trustee Directors, who represent the co-owner\'s views in discussions with leadership

  • Team leads and line managers

  • The People team, for feedback on policy, wellbeing, and workplace experience

3.5.2 Voice Groups focus on topics central to our purpose, vision, and values, including sustainability, wellbeing, and inclusion. Open to all co-owners, these groups are given access to admin support and budget, as well as the mandate to shape and influence company policy and initiatives in their respective areas.

3.5.3 Voice Groups and Trustee Directors influence people policies, sustainability strategy, and the broader employee experience by representing co-owner perspectives in ongoing leadership discussions.

3.6 The Constitution, the Deed of Trust, and the Articles of Association

3.6.1 Torchbox is governed by three key documents:

  • The Articles of Association of Torchbox Limited define the company's legal structure, purpose, powers, and decision-making processes.

  • The Deed of Trust for Torchbox Trustees Limited establishes the Employee Ownership Trust and ensures the business is held and run for the long-term benefit of its co-owners.

  • This Constitution sets out how we work together day-to-day, clarifying how decisions are made, how rewards are shared, and the rights and responsibilities of co-owners.

3.6.2 While the Articles and the Deed are formal legal documents, the Constitution is a living agreement among co-owners, aligned with our values and purpose.

3.6.3 Any change to the Constitution must be agreed by both:

  • The Trust Board of Torchbox Trustees Limited

  • The Senior Leadership Team

3.6.4 Any approved change must be clearly communicated to all co-owners.

3.6.5 The Trustees are responsible for reviewing the Constitution annually to ensure that it is up to date.

3.6.6 We are all encouraged to propose improvements to the Constitution at any time via the Trustees.

3.7 Special Consents

3.7.1 Special Consents are a register of important decisions, showing for each: who makes the decision, the majority required, and whether employees must be consulted beforehand. The full register is kept in the separate Special Consents document, maintained alongside this Constitution.

3.7.2 Each consent specifies the decision-making body or bodies (SLT, Trust Board, Company Board, or a combination), the majority needed (simple, supermajority, or unanimous), and whether employee consultation is required before a decision is made. Some require joint approval; others can be made by one body alone.

3.7.3 Examples:

  • Capital expenditure over £50k (unbudgeted) -- requires joint approval by the Company Board and Trust Board, both by simple majority

  • Redundancies of more than three people -- requires approval by both Company Board and SLT (simple majority in each), with employees consulted beforehand