Head & Heart

Patrick William Killeen patrick@headandheart.info

My Governance Framework

Date: 18/05/2026

Introduction

The mission of Head and Heart CIC (H&H) is:

To benefit the community and in particular (without limitation) to individuals, charities, community groups, community interest companies and small private enterprises across the UK by offering free and low-cost digital transformation support and practical guidance on establishing and operating CICs.

This mission:

  • is enshrined in H&H’s Articles of Association as one of the Objects of the company;
  • shapes the statutory regulation of H&H through the Community Benefit Statement submitted to the Office of the Regulator of Community Interest Companies (CIC Regulator);
  • governs the operation of H&H through the publicly published Standing Orders;
  • infuses the day-to-day activity of H&H through the Activity Log.

What this means in practice is that when I filled in the forms to set up H&H:

  • I copied the Community Benefit Statement into the Articles of Association;
  • I wrote and published Standing Orders that set out how I will record and report on how the activities of H&H relate to its mission.
  • I keep a log of the work I do in H&H, with a “Primary Mission Alignment” drop-down list for each activity.

It’s that last item that has the greatest impact on what I do. H&H is a one-person operation; it doesn’t have committees deciding policies and operational managers deciding how to implement them. All it needs for rock-solid governance is for me to keep the mission of H&H central to my day-to-day decision-making, and taking a moment to place each action I log in respect to the mission is enough to make sure that happens.

My Community Interest Company

When you form a UK company, you give Companies House your Articles of Association. These are a set of rules that you intend to follow, and by submitting them you give Companies House the authority to take action that can lead to your company and its assets being seized if you don’t stick to them. This is what makes a company credible enough to act as an independent entity and do things like own property and commit to contracts.

When I formed H&H, I submitted a standard Articles of Association that Companies House provided and a Declaration on Formation of a Community Interest Company (CIC 36) that I had filled in. The Articles of Association had spaces for filling in things like the name of the CIC, one of the blanks was for an Objects clause, that in my case said:

The objects of the Company are to carry on activities which benefit the community and in particular (without limitation) to individuals, charities, community groups, community interest companies and small private enterprises across the UK by offering free and low-cost digital transformation support and practical guidance on establishing and operating CICs. [Articles of Association, Objects Clause 5]

I couldn’t find any guidance on what should go into the Objects clause and, looking at recent filings, I saw that the regulators allow very open clauses. But I decided to copy and paste the text from my Community Interest Statement so that I would have a single defining statement to guide my activities. My Community Interest Statement says:

The company’s activities will provide benefit to individuals, charities, community groups, community interest companies and small private enterprises across the UK by offering free and low-cost digital transformation support and practical guidance on establishing and operating CICs.[CIC36, Section A: Community Interest Statement – beneficiaries]

(Both documents are available via the Companies House public filing history: https://find-and-update.company-information.service.gov.uk/company/17212699/filing-history)

These two sentences have different jobs; the Articles of Association bind me personally as a director of H&H, and CIC36 binds H&H as a Community Interest Company. If H&H drifts from its mission then not only will the CIC Regulator be able to intervene and strip H&H of its assets, as is the case for all CICs, but I will also be personally liable.

By not using more open text for the Objects clause, I gave up theoretical legal protection and gained the credibility of strengthened governance.

My Standing Orders – The Activity Log

To strengthen my governance further, I publish Standing Orders, a public statement of policies that I intend to follow. These go out on the H&H website for accessibility and on the H&H GitHub repository for accountability.

The current Standing Orders (version as of 15/05/2026) say that I will keep a record of time I spend on H&H activities, and categorise each activity using this schema:

  • Mission-focused – Activities that primarily deliver H&H’s defined Objects as defined in the Articles of Association;
  • Beneficiary-focused – Other activities that directly benefit individuals, charities, community groups, Community Interest Companies, or small private enterprises;
  • Company-focused – Activities that primarily benefit the Company itself, such as administration and compliance;
  • Externally-focused – Activities that primarily benefit external organisations or networks rather than H&H or its beneficiaries;
  • Other commercial activity – Work undertaken on a commercial basis that supports the CIC’s sustainability but does not directly deliver community benefit.

When I was contracting, I found that keeping a record of the time I spent on work as I go along made my life much easier, especially when I was working from home and switching between work and domestic tasks. My Activity Log builds on this idea by adding a “Primary mission alignment” drop-down option, and in doing so turns an administrative time-saver into a powerful governance engine.

The Standing Orders go on to say how I will summarise the data I gather for the annual returns to the CIC Regulator. The idea is to open the day-to-day activity of H&H to routine regulatory scrutiny.

My Standing Orders – Remuneration Rules

The last section of the Standing Orders demonstrates how this approach can be used to deal with practical operational challenges. One of the problems I face is that I really don’t know how H&H will grow, it could turn out to be anything from a small open-source repository that I maintain in my spare time on a volunteer basis to a full-time job. I expect it to grow, but I don’t know how quickly, or to what extent, and I expect that the amount of time I spend on it will fluctuate over the years to come. This raises the question: how do I manage variable remuneration that pays me a fair wage for my work and protects H&H’s mission?

I decided that, when I come to start claiming pay for some of my work, I will do so at an hourly rate that respects the value of the work I do. My pay will be based on the time spent on activities in the Activity Log (which aligns my pay to H&H’s mission), and constrained by H&H’s reserves (which protects the mission). By using a pre-prepared set of rules that I publish openly, I can turn something that would otherwise have been an ongoing conundrum into a routine, transparent administrative task.

The Payback

This governance framework goes beyond what I would need to run H&H well, but the extra effort is worth it to make my operations transparent. Trust is a valuable asset, and the only reliable way of building trust is to be trustworthy. That’s no problem for me, I want to be trustworthy.

What this framework does is make my trustworthiness demonstrable. By trimming away legal protection I don’t need and publicly committing to do the things I would do anyway; I hope to speed up the process of gaining people’s trust.