The Captain Tom Foundation ('the Charity') is a charitable company limited by guarantee incorporated on 5 May 2020. The Charity's objects are the advancement of health and wellbeing, the relief of those in need the promotion of social inclusion and the advancement of any such other charitable purposes as the trustees see fit from time to time.
On 13 May 2020, the Charity Commission received an application to register the Charity which stated that it was being set up by the family of Captain Tom. A private family trust was also set up for the long-term benefit of the Ingram-Moore family to which Captain Tom assigned all his intellectual property rights. The trustees of this trust then licensed these rights to Club Nook Limited ('Club Nook'). Club Nook was a private limited company incorporated that April, for which Captain Tom's son-in-law and daughter, Mr and Mrs Ingram-Moore were directors and shareholders. In response to questions from the Charity Commission, the Charity confirmed that the intellectual property rights were held 'within a private trust for the long-term benefit of the family'. It was also confirmed during the registration process that the Charity would be independent from Captain Tom's family and that there were no plans for any family member to receive any benefit from it.
At the time of registration with the Charity Commission, advice was provided to the trustees to ensure proper written agreements were in place, including between the family and the Charity regarding managing intellectual property. However, during a meeting with the Charity on 24 May 2022 it became evident that Club Nook had granted a royalty free licence to the charity to use the name 'Captain Tom' for philanthropic purposes only, although there was a lack of clarity over the scope of the licence, which was not in writing.
On 16 June 2022 the Charity Commission opened a statutory inquiry under section 46 Charities Act 2011 following concerns that intellectual property rights had not been properly considered when the charity was established. At the time of the investigation Mr Ingram-Moore had been a trustee of the Charity and Mrs Ingram-Moore had been an interim CEO.
The scope of the inquiry was particularly to investigate the extent to which the trustees had:
- Been responsible for misconduct or mismanagement in the administration of the Charity and whether as a result the Charity had suffered financial loss including unauthorised direct/private benefit to any current/previous trustees;
- Adequately managed conflicts of interest, particularly regarding private companies connected to the Ingram-Moore family; and
- Complied with their duties under charity law
The inquiry found serious and repeated instances of misconduct and mismanagement by Mr and Mrs Ingram-Moore and other trustees. The failure to manage conflicts of interest arising from familial links and the Charity's links to private companies led to both direct and indirect benefits for the Ingram-Moores.
Notably, there was no such finding of mismanagement when it came to conflicts of interest in the early agreements with the family companies before Mr and Mrs Ingram-Moore themselves became trustees, and, in the case of Mrs Ingram-Moore, interim CEO. It was nonetheless found that unconflicted trustees were still at fault as their lack of oversight over Mrs Ingram-Moore as interim CEO.
Finally, the inquiry found clear evidence of repeated breaches of trustee legal duties and responsibilities, particularly the duty to act in the Charity's best interests, to comply with the Charity's governing document and to act with reasonable care and skill.
As a result of the inquiry, Mr and Mrs Ingram-Moore were disqualified from being charity trustees and holding office or employment with senior management functions in charities under section 181A of the Charities Act 2011.
This inquiry serves as a reminder that trustees must above all else, always act in the best interests of the charity. If a trustee is to be paid for goods and services, or be employed by the charity, in broad terms the trustee or anyone connected to them must not be involved in the process to approve this. The legal authority to pay a trustee or a connected person may come from charity law, the charity's governing document, the Charity Commission or the Courts. This is a complex area and trustees can fall foul of the rules even if acting in good faith. We recommend that charity trustees take advice if there is any intention for benefits to flow directly or indirectly from their charity to its trustees or people or entities connected with them.
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