What lessons can charities learn from The Captain Tom Foundation?

Say seen when seen

The twinkly-eyed, impeccably-attired figure of 99-year old Captain Tom, as he then was, determinedly walking laps of his garden with the aid of a walking frame, presented a charming and inspiring image that gladdened the nation’s heart during the worry and distress of the first Covid-caused lockdown in 2020.  Donations flooded in and Captain Tom’s humbling efforts raised £38.9 million for NHS Charities Together. Knighted by the late Queen Elizabeth and deservedly feted, Captain Sir Tom died in February 2021, leaving an extraordinary legacy. That legacy should remain as brightly polished as Captain Sir Tom’s medals. But activity since his death threatens to tarnish it.

The Captain Tom Foundation was registered as a charity in June 2020. It is a grant-making charity with purposes concerned with the advancement of health and wellbeing, the relief of need and the promotion of social inclusion. The charity’s board of trustees included Captain Sir Tom’s daughter and son-in-law, Hannah and Colin Ingram-Moore. It doesn’t any more. After just two years in operation, the Charity Commission opened a statutory inquiry into the charity and, two years after that, it has disqualified the Ingram-Moores from being charity trustees or holding an office or employment with senior management functions in charities. She is disqualified for 10 years, he for 8 years. And the inquiry is ongoing.

Stand by your beds

The Commission began to ask questions in March 2021. It refused permission for the charity to employ Hannah Ingram-Moore (formerly a trustee of the charity) as the charity’s CEO on an annual salary of £100,000 (considered by the Commission to be “neither reasonable nor justifiable”), although she was subsequently authorised to serve as the interim CEO on a fixed term basis (whilst a new CEO was recruited) on a salary of £85,000. There were initial doubts over payments of consultancy fees, payments to third parties and the management of conflicts of interests, but the charity was ultimately able to provide satisfactory, evidenced explanations.  15 months later, though, the Commission escalated its engagement to an inquiry, due to concerns about the charity’s governance, trustees’ decision-making and arrangements with a private, non-charitable company (called Club Nook) controlled by the Ingram-Moores.

Whilst the inquiry continues, limited information is available. It appears, though, that Club Nook acquired ownership of the Captain Tom brand and is able to exploit lucrative associated intellectual property rights without the charity having a right of objection. Captain Sir Tom’s books have netted profits worth approximately £800,000, but, despite published claims that such profits would benefit the charity, it seems instead that they will benefit the family. The family have been forced to remove an unauthorised structure on their property which was described as a “Captain Tom Foundation building”, apparently to be used partly “in connection with The Captain Tom Foundation and its charitable objectives”. The building housed a spa pool and home cinema.

Confined to barracks

Facts will emerge in due course, but, at this stage, the Commission has indicated that it has so far found evidence of misconduct or mismanagement sufficiently serious to warrant making disqualification orders in the public interest. The maximum disqualification period is 15 years and the Commission applies three bands (0-5 years, 5-10 years and 10-15 years) when considering what would be a proportionate disqualification period.  Periods of 10 and 8 years are at the upper end of the middle band, where relevant factors can include that the disqualified person:

• Poses sufficient risk to a charity that this poses a moderate risk to public trust and confidence in charities
• Is in some way culpable for their unfit conduct
• Caused moderate loss to the charity by their conduct
• Caused moderate damage to the charity or its reputation by their conduct
• Showed disregard for charity law and trustees’ duties
• Was responsible for other reckless, negligent or incompetent conduct.

The Ingram-Moores have recorded their fundamental disagreement with the Commission’s decision, but have declined to challenge it through legal channels. The charity has announced its decision to close when the Commission’s inquiry concludes.

“Conduct to the prejudice of good order and military discipline”

We regularly advise charities experiencing muddle, mistake and misconception in their governance and financial controls. In most cases, there is no associated malice, because the majority of charity trustees are simply trying to do their best, as time-poor volunteers. Once the Commission’s suspicions are aroused, however, it can be difficult, stressful and time-consuming to convince them of trustees’ good intentions. Particular care and scrupulous attention to governance and financial governance procedures is essential when a charity is engaging with non-charitable third parties and especially so where any such are connected to the charity through personnel or related personnel. Conflicts of interest must be identified, addressed and properly managed and any private or personal benefit (beyond the merely incidental) recognised and questioned. Trustee decision-making must be, among other things, thorough, considered, reasonable and properly recorded.

We are here to help see that you don’t get your marching orders.