Charity Commission report – Captain Tom Foundation update

The long-awaited Charity Commission Inquiry Report into The Captain Tom Foundation was published on 21^st November 2024: Family ‘repeatedly benefitted’ from ‘mismanaged’ Captain Tom Foundation, investigation finds – GOV.UK.

The report revealed numerous serious examples of misconduct, as well as mismanagement in the administration of the charity concerning Hannah Ingram-Moore, Sir Captain Tom Moore’s daughter who was CEO of the charity, and her husband who was a trustee. The Commission found they failed to act in the best interests of the charity and neglected to identify and manage conflicts of interest. This conduct resulted in a “pattern of behaviour” that saw them repeatedly receive direct and indirect personal financial benefits from the charity.

The story so far

Whilst this outcome is not surprising given that the Charity Commission took the step earlier this year of disqualifying Mr and Mrs Ingram-Moore from acting as a charity trustee or in a senior management charity role as covered in our earlier article, it still comes as a disappointing blow to the charity’s many supporters.

David Holdsworth, CEO of the Charity Commission said: “the charity set up in [Captain Sir Tom’s] name has not lived up to that legacy of others before self, which is central to charity. Our inquiry report details repeated failures of governance and integrity.

“The public, and the law, rightly expect those involved in charities to make an unambiguous distinction between their personal interest, and those of the charity and the beneficiaries they are there to serve. This did not happen in the case of the Captain Tom Foundation. We found repeated instances of a blurring of boundaries between private and charitable interest, with Mr and Mrs Ingram-Moore receiving significant benefit. Together, the failings amount to misconduct and/or mismanagement”.

The report concluded that the Ingram-Moores’ behaviour has or is likely to have “damaged public trust and confidence in the charity and charities generally.” It also takes the view that the public would “feel misled” to find out that the £1.47 million advance paid to Club Nook, one of the family’s companies for Sir Captain Tom’s book deals did not benefit the charity, despite public statements made at the time.

Although the Charity Commission didn’t make any finding of criminal behaviour, it’s noted that Mr Holdsworth has encouraged the Ingram-Moores to “follow through in the commitment that was made and donate a substantial amount [ of the book advance] to the charity”. This has also been endorsed by the charity which issued a public statement asking the Ingram-Moores to “rectify matters by returning the funds due to the Foundation, so that they can be donated to well-deserving charities as intended by the late Captain Sir Tom Moore. We hope they do so immediately and without the need for further action”. We will continue to watch this space to see whether the Ingram-Moores do make this gesture, or if there will be further legal action.

There was also a finding of mismanagement by the other trustees, with the report stating that they didn’t always have sufficient oversight and control of the administration of the charity. But the report also made it clear that their ability to manage conflicts of interest was limited by the Ingram-Moores’ failure to inform them of potential conflicts of interest as they arose. For example, the trustees were unaware that the Ingram-Moores’ planning application to the local council to build a spa and home cinema at their home was made in the charity’s name. Mrs Ingram-Moore also didn’t disclose that she personally received £18,000 for her speaking engagement at the Virgin Media O2 awards, which used the charity’s logo, while she was CEO of the charity. The Charity Commission therefore took the view that no further regulatory action was required.

What went wrong and what can we learn?

As part of their legal duties and responsibilities, all charity trustees have an individual and collective responsibility and duty of care to the charity. Difficulties can quickly arise however as identified in OSCR’s recent guidance “Dominant Behaviour in Charities,” where a charity tends to be dominated either by one trustee or a particular group of trustees. In this case, the charity was set up with good intentions to perpetuate and build on the legacy created by Captain Sir Tom Moore. The charity appears to have been dominated to some extent by the Ingram-Moores with weight being attached to their views. Mrs Ingram-Moore was a trustee and then became CEO. Mr Ingram-Moore was also a trustee. The lines between their personal interests and those of the charity quickly became blurred and they appear at times to have viewed the charity as being “their charity”, making decisions without involving the other trustees.

The close family involvement must have made it difficult at times for the other trustees to remain impartial and to identify conflicts of interest. In doing so, the trustees failed to meet their legal duty to act in the interests of the charity and therefore weren’t always acting collectively. For example, the report found that Mrs Ingram-Moore was involved in the discussions around setting her salary as CEO and made it clear to the trustees what her expectations were in relation to this. Again, a failure to manage conflicts of interest meant that the trustees were not acting in the interests of the charity.

Further difficulties arose because Club Nook owned the Captain Sir Tom trademarks and image. So, the other trustees had to work with the company whenever the charity wanted to use Captain Sir Tom’s name or image for charity purposes, such as selling branded merchandise.

As we have seen in this case, this pattern of behaviour, if left unchecked, can result in serious reputational damage.

Some key governance points highlighted in the report: –

Identifying and Managing Conflicts of Interest

• Trustees have a statutory duty of responsibility and care to ensure that any actual or potential conflict is properly managed.
• A conflict of interest can prevent trustees from making a decision in the best interests of the charity or give a perception to the wider public that this is the case.

Trustee Remuneration, Private Benefit and Connected Persons

• The Charities and Trustee Investment (Scotland) Act 2005 sets out clear provisions regarding trustee remuneration. A trustee is connected to a spouse/ civil partner/ partner/ sibling etc who is remunerated by the charity under a contract of employment or for any services. Mrs Ingram-Moore was a remunerated CEO while her husband was a trustee, in addition to the other payments they received identified above. Therefore, charities should be clear on the amount of charity trustee remuneration received and check that any remuneration paid is in accordance with the terms of their charity’s constitution. 

Fundraising and Commercial Participation Agreements

• If your charity carries out fundraising, there should be proper systems in place to protect the charity’s interests and reputation. Any arrangement with an external commercial partner or professional fundraiser must be carefully monitored to ensure that the fundraising is being carried out in a way that is open and transparent to donors and supporters of the charity.
• The charity should remain in control of the fundraising arrangement. Ensure that the arrangements are properly documented in a written agreement signed by all parties. This should set out who will benefit and what proportion of the proceeds will go to the charity. This was not the case in relation to Sir Captain Tom Moore’s book deal, with the result that the charity lost out financially.

Trademark and Copyrights

• The case was made more complex by the fact that Club Nook owned the copyright to Sir Captain Tom’s name and images, as stated above. The report recommends that “when establishing a charity named after a famous individual, trustees should take steps to protect the intellectual property of their charity and fully consider the matter.” But intellectual property rights go much further than this. It may be, for example, that your charity is involved in research or supports research, and has created distinctive designs such as a logo that requires to be trademarked etc. Intellectual property rights can provide a valuable source of future income and should be protected.

Key takeaways

Whilst the circumstances around this charity are somewhat unique, we have seen the important lessons that can be drawn from this case. Showing that your charity follows best practice in good governance is one of the most effective ways of protecting your charity’s reputation and helps to build a solid relationship with your donors and supporters.

If you have any questions relating to any of the points raised in this article, please don’t hesitate to speak to our Charities team or your usual Anderson Strathern contact.

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