The Captain Tom Foundation: lessons to be learned

This article was originally published in Charity Finance magazine.

Liz Brownsell, Head of Charities at Birketts, considers the lessons and implications for the sector following the conclusion of the Charity Commission’s inquiry into the Captain Tom Foundation.

The statutory inquiry

On 21 November 2024 the Charity Commission published its statutory inquiry report into the Captain Tom Foundation. The inquiry was opened on 16 June 2022 due to concerns that “intellectual property and trademark issues were not fully considered when the charity was established” in addition to some general governance concerns, with a particular focus on the management of conflicts of interest and the extent to which the trustees had complied with their duties and responsibilities.

The report is detailed, making findings of “repeated breaches of trustee legal duties and responsibilities” and concludes that there were “serious and repeated instances of misconduct and/or mismanagement in the administration of the charity” by Hannah and Colin Ingram-Moore as well as mismanagement by the unconflicted trustees. The key findings are summarised below.

Virgin Media Awards

Whilst employed as Interim CEO, Hannah Ingram-Moore entered into an agreement with Virgin Media Local Legends Awards “on behalf of the Captain Tom Foundation” and was paid a personal appearance fee of £18,000 (the charity received a £2,000 donation).

The Commission found no evidence that the Trustees were fully informed about the arrangements and that Charity Commission consent should have been obtained in respect of Hannah’s fee. The trustees were criticised for a “lack of oversight” and Hannah was criticised for not making them aware of the conflict of interests, which was not appropriately managed.

The Commission concluded that Hannah’s fee amounted to an unauthorised trustee benefit and that the actions of both Hannah and Colin Ingram-Moore amounted to misconduct and/or mismanagement in the administration of the charity.

The Captain Tom Books

Under an agreement entered into between Club Nook (a company owned by the Ingram-Moore family) and Penguin Books to publish three books, an advance of £1,466,667 was paid to Club Nook. The charity has not received any money from the sale of any of the books.

Several people gave evidence that Hannah and Colin had pledged to donate to the charity out of the sales proceeds, which was the basis upon which Penguin Books agreed to promote the books as “published in support of the creation of The Captain Tom Foundation”. Some of the publishing materials featured the charity’s logo, and the prologue to ‘Tomorrow Will Be a Good Day’ states “Astonishingly at my age, with the offer to write this memoir I have also been given the chance to raise even more money for the charitable foundation now established in my name”.

The Commission wrote to Hannah and Colin twice in 2022 to “provide them with an opportunity to rectify matters by making a donation to the charity in line with their original intentions as understood by those involved”. They declined to do so.

Hannah and Colin state that the books did support the launch of the charity, with “free advertising, promotion and media space”. The Commission accepts that this may have been legitimate if it had been made clear that “support” did not mean a direct financial contribution.

Neither Hannah nor Colin were trustees of the charity at the time, but the Commission found that they were “both closely involved in both establishing the charity and Club Nook”. It was also concluded that the way the books were promoted meant that the public were likely to have thought they were supporting the charity financially when purchasing the books, and there was no evidence that the Ingram-Moores had sought to correct those expectations.

The Commission concluded that conduct of Hannah and Colin Ingram-Moore in relation to the promotion of the books “has or is likely to have damaged public trust and confidence in the charity and charities generally”.

One Hundred Reasons to Hope

In relation to the book ‘One Hundred Reasons to Hope’, there was a donation agreement for the charity to receive £1 donation for each hardback sale. Hannah Ingram-Moore signed the agreement on behalf of both Club Nook and the charity. She was neither a charity trustee nor the Interim CEO at the time and was not authorised to do so.

Colin Ingram-Moore was a trustee at the time and “should have declared that he was conflicted in this matter and raised it with his fellow trustees”. This failure amounted to misconduct and/or mismanagement in the administration of the charity.

The Captain Tom gin

The Otterbeck Distillery sold a limited edition gin for £100 with “all profits” going to the charity. No written agreement was in place between the charity and the Distillery, contrary to section 60 of the Charities Act 1992.

The Commission concluded that the trustees were collectively responsible for mismanagement in the administration of the charity in respect of this failure, but Colin was also criticised for failing to inform the other trustees of the arrangement.

The online shop

The charity’s online shop was hosted and managed by CTV (2020) Ltd (a company under the control of the Ingram-Moore family).

The Fundraising Regulator found that the website “did not have adequate information available to easily discern whether the shop was supporting the charity or not” and that this was “likely to have confused or misled supporters of the charity looking to contribute via the online store”. The Commission concluded that the trustees’ collective failure in this regard amounted to mismanagement in the administration of the charity.

Intellectual property

Club Nook owns the ‘Captain Tom’ brand and the family own other related intellectual property rights. The Commission advised the trustees during registration of the charity that a written agreement should be put in place regarding the use of the brand and other intellectual property. However, it was found that the trustees “did not seek to secure the charity’s position and interests” in respect of the brand and intellectual property.

The Commission also found that the application to register the charity “did not fully disclose the charity’s links to Club Nook or the charity’s reliance on the goodwill of Club Nook to allow the charity to use Captain Tom’s name” and the charity’s ability to act independently of Club Nook and the family was “curtailed due to the way the intellectual property was managed”.

The trustees failed to follow the Commission’s advice and two of the unconflicted trustees were criticised, as professionals who “would have known the importance and significance of ensuring clarity about and independence from Club Nook regarding the royalty-free licence”, but it was noted that they “would have had a reasonable expectation that they could rely on the legal advice they received at this time”.

The spa building

Hannah and Colin Ingram-Moore used the charity’s name in a planning application for a ‘Captain Tom Foundation Building’ on their property when Colin was a trustee and Hannah was Interim CEO. The application was approved, but a spa/pool facility was then added. A retrospective application was then refused and the council issued a demolition notice.

The Commission found that no authorisation was provided for the charity’s name to be used in the application. Hannah and Colin told the inquiry that this was an error and an oversight due to the “global media work” they were undertaking at the time.

The Commission concluded that their failure to consult the trustees “suggests that Mr and Mrs Ingram-Moore were using the charity and its name inappropriately for their private benefit” and that the controversy surrounding this “resulted in significant press coverage which negatively affected the charity”. As a result, the Commission found that Hannah and Colin’s actions amounted to misconduct and/or mismanagement in the administration of the charity.

Disqualification of Hannah and Colin Ingram-Moore

The Commission found a “repeated pattern of behaviour”, and that failures to identify and manage conflicts of interests “happened repeatedly and led to direct and indirect private benefit” for the family, which “has seriously damaged the reputation of the charity”. As a result, on 3 July 2024 both Hannah and Colin Ingram-Moore were disqualified as charity trustees for 10 and 8 years respectively.

The Commission’s discretionary disqualification power is set out in section 181A of the Charities Act 2011 and three criteria must be met for it to be used: one or more of six conditions must apply; the individual must be deemed “unfit” to be a charity trustee; and disqualification must be desirable to protect public trust and confidence.

In this case, the condition that applied was condition D: each of them was “a trustee, officer, agent or employee of a charity at a time when there was misconduct or mismanagement in the administration of the charity and was either responsible for it, knew about it and failed to take steps to oppose it or contributed to or facilitated it”.

The Commission does not set out its reasons for deeming the pair “unfit” to be charity trustees, but their competence (how well they have complied with their trustee duties), honesty and integrity and any other relevant factors will have been considered in reaching this conclusion.

The maximum disqualification period is 15 years. Hannah’s disqualification falls into the “upper” band (which is reserved for particularly serious cases) and Colin’s is in the middle band. The disqualification of charity trustees is not a punishment, but a protective measure to ensure the public’s trust in charities is upheld and is used sparingly.

The Commission’s statutory duty to promote public trust and confidence is likely to have been a significant factor in this case due to the level of public interest and press attention.

Lessons for the sector

Whilst this statutory inquiry was particularly high profile, the issues identified in the report are not uncommon.

Identification and management of conflicts of interests is a critical part of any decision-making process for charity trustees and should be at the top of the agenda for every board meeting. As stated in the inquiry report, “Conflicts of interest or loyalty can lead to decisions which are not in the best interests of the charity and can lead to difficulties and damage to the reputation of the charity”.

This case illustrates the breadth of situations in which a conflict of interests can arise. Some of the key issues that led to the controversy and media attention in this case arose before Hannah and Colin Ingram-Moore had a formal role within the charity. It is always important when setting up a charity to consider all connections between the charity, its founders (even if not being appointed as trustees) and any other third parties.

As is clear from this case, issues relating to private benefit are not limited to situations involving payments from a charity to trustees and connected persons. In any situation where a trustee or person connected with them might stand to benefit from any arrangement or situation connected with the charity, it is always essential to ensure that the benefit is properly authorised.

There are also important reminders of the importance of compliance with fundraising law and regulation here. Commercial participation arrangements can be hugely beneficial for charities, but it is essential to enter into a compliant written agreement and ensure that any statements as to how the charity will benefit are clear and not misleading.

Finally, the Commission concludes its report with an important lesson for high profile individuals: “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.”