Decision

Charity Inquiry: The Captain Tom Foundation

Published 21 November 2024

Applies to England and Wales

The charity

The Captain Tom Foundation (‘the charity’) is a charitable company limited by guarantee. It was incorporated on 5 May 2020 and is governed by memorandum and articles of association as amended by special resolutions on 15 May 2020, 31 January 2022 and 11 March 2022. The charity was registered with the Charity Commission for England and Wales (‘the Commission’) on 5 June 2020.

The charity’s objects, as set out in its governing document, are:

‘(i) the advancement of health and wellbeing, in particular but limited to the prevention and relief of sickness, disease and illness of any description whether physical or mental,

(ii) the relief of those in need by virtue of youth, age, ill-health, disability, financial hardship or other disadvantage,

(iii) the promotion of social inclusion by preventing people from becoming socially excluded, relieving the needs of those people who are socially excluded and assisting them to integrate into society; for the purpose of this clause ‘socially excluded’ means being excluded from society, or parts of society, as a result of one or more of the following factors: unemployment; financial hardship; youth or old age; ill health (physical or mental); substance abuse or dependency including alcohol and drugs; discrimination on the grounds of sex, race, disability, ethnic origin, religion, belief, creed, sexual orientation or gender re-assignment; poor education or skills attainment; relationship and family breakdown; poor housing (that is housing that does not meet basic habitable standards; crime (either as a victim of crime or as an offender rehabilitating into society),

(iv) the advancement of any such other charitable purposes (according to the law of England and Wales) as the trustees see fit from time to time; and in all cases in any part of the world.’

In practice the charity is a grant giving charity; however it is not currently operating.

The charity’s entry can be found on the register of charities.

The trustees

The Commission’s records show that the current trustee of the charity is:

• Stephen Jones (‘Mr Jones’), appointed 7 May 2020

Former trustees of the charity are:

• David Thomas-Walls (‘Mr Thomas-Walls’), appointed 5 May 2020, and resigned on 4 February 2021
• Hannah Ingram-Moore (‘Mrs Ingram-Moore’), appointed 1 February 2021 and resigned on 15 March 2021
• Simon DeMaid (‘Mr DeMaid’), appointed 12 May 2020 and resigned on 6 December 2023
• Colin Ingram-Moore (‘Mr Ingram-Moore’), appointed 1 February 2021 until his disqualification as a trustee on 25 June 2024

Mrs Ingram-Moore was also the charity’s interim CEO from 1 August 2021 to 29 April 2022.

Background to the inquiry

The late Captain Sir Tom Moore (‘Captain Tom’) became an international figure during the Coronavirus Pandemic for his efforts to raise money for the charity NHS Charities Together ^{[footnote 1]} (registered charity number 1186569) as part of its urgent Covid-19 appeal.

In April 2020 Captain Tom inspired the nation, completing the challenge of walking 100 laps of his garden whilst recovering from illness and in tribute to the NHS. His efforts received widespread coverage by leading media outlets and by 30 April 2020, donations for Captain Tom’s efforts, via a JustGiving page, amounted to over £38.9 million (including Gift Aid).

The JustGiving page closed on 30 April 2020 (the day of Captain Tom’s 100th birthday) and all funds were donated to and received by NHS Charities Together. These funds were not under investigation and are not the subject of this report. More information on how these funds were used can be found on NHS Charities Together’s website and in its published accounts.

On 24 April 2020, a private limited company named ‘Club Nook Limited’ (‘Club Nook’) was incorporated. The company directors are Mr and Mrs Ingram-Moore, who in addition to their two children, hold shares in the company. Mrs Ingram-Moore is Captain Tom’s daughter and Mr Ingram-Moore is Mrs Ingram-Moore’s husband and Captain Tom’s son in law.

On 5 May 2020 the charity was incorporated and on 13 May 2020 the Commission received an application to register the charity. The application stated that the charity was being set up by the family of Captain Tom.

On 13 May 2020, a private family trust was established for the long-term benefit of the Ingram-Moore family to which Captain Tom assigned all his intellectual property rights. The trustees of the family trust (Mr and Mrs Ingram-Moore and Mr Thomas-Walls) then licensed the intellectual property rights to Club Nook.

Also on 13 May 2020, a publishing agreement (‘first publishing agreement’) was entered into between Penguin Books Ltd (‘Penguin Books’) and Club Nook for the services of Captain Tom for four then unnamed books. The first publishing agreement was signed by Mrs Ingram-Moore on behalf of Club Nook and Captain Tom. While one book was eventually cancelled, the following three titles were published as a result of the first publishing agreement:

• Tomorrow Will Be A Good Day – published 17 September 2020
• One Hundred Steps – published 1 October 2020
• Captain Tom’s Life Lessons – published 2 April 2021

Bev James Media & Management (‘Bev James’) was the literary agent in respect of the first publishing agreement. Carver Associates trading as Carver PR (‘Carver PR’) were engaged by Penguin Books to support it on promotion and publicity in relation to the first publishing agreement.

On 14 May 2020, a press release was sent to media outlets announcing both the upcoming publication of ‘Tomorrow Will Be A Good Day’ and ‘One Hundred Steps’ and the launch of the charity.

On 18 May 2020, Club Nook made applications to register trademarks of the name Captain Tom in a number of variations. Further applications were made on 26 May 2020 and on 20 August 2020.

On 22 May 2020, Mr and Mrs Ingram-Moore wrote to the Commission’s registration team stating that consent to use the name ‘Captain Tom’ was given to the charity at the point of incorporation with Companies House (5 May 2020).

On 29 May 2020, in response to questions from the Commission’s registration team regarding details of any agreements between the family of Captain Tom and the charity, the charity confirmed that intellectual property rights are held ‘within a private family trust for the long-term benefit of the family’. During the registration process it was also confirmed by the charity 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.

On 5 June 2020 the charity was registered with the Commission and advice was provided to the trustees to ensure that appropriate written agreements were in place between the charity and any non-charitable partners or connected commercial bodies. It was pointed out that this included any agreements or arrangements between the family of Captain Tom and the charity in respect of managing intellectual property.

On 1 February 2021 Mr and Mrs Ingram-Moore became trustees of the charity. On 2 February 2021, Captain Tom passed away. Mrs Ingram-Moore resigned from her trustee position on 15 March 2021.

On 24 March 2021 a request for permission to employ Mrs Ingram-Moore as the CEO of the charity was received by the Commission. The Commission’s consent was required as Mrs Ingram-Moore was previously a trustee of the charity, in addition to which her husband, Mr Ingram-Moore, was a current trustee. It was requested that the Commission provide consent to appoint Mrs Ingram-Moore on a salary of £60,000 per annum working three days a week. The Commission asked a range of questions about the request and a revised proposal, suggesting a salary of £100,000 per annum on a full-time basis, was submitted to the Commission on 25 May 2021.

On 11 June 2021 the charity entered a tripartite agreement between the charity, Club Nook and Penguin Books whereby the charity receives a £1 donation for each hardback sale of the book titled ‘One Hundred Reasons to Hope’ (‘the donation agreement). Mrs Ingram Moore signed the donation agreement on behalf of the charity and Club Nook. This donation agreement is linked to a commercial publishing agreement between Club Nook and Penguin Books also signed on the same day in relation to the publication of One Hundred Reasons to Hope.

On 20 July 2021 permission to employ Mrs Ingram-Moore on a salary of £100,000 was denied by the Commission having considered that the proposed salary was neither reasonable nor justifiable.

A third proposal to employ Mrs Ingram-Moore was submitted on 6 August 2021 and on 16 August 2021 the Commission gave consent to employ Mrs Ingram-Moore on a full-time basis on a salary of £85,000 per year, for a maximum of 9 months on a 3-month rolling contract. Mrs Ingram-Moore’s employment contract was back dated to 1 August 2021, and she held the position of CEO until 29 April 2022.

Regulatory engagement continued with a meeting with the charity on 24 May 2022, following the submission of the charity’s first set of accounts for the financial year ending 31 March 2021, attended by Mr Jones and Mr Ingram-Moore in their capacity as trustees.

In this meeting, it became clear that Club Nook granted a royalty free licence to the charity to use the name ‘Captain Tom’ for philanthropic purposes only. When the trustees present were asked what ‘for philanthropic purposes’ actually meant in practice, there was a lack of clarity over the scope of the licence, plus the licence was not in writing.

Issues under investigation

On 16 June 2022, the Commission escalated its regulatory engagement by opening a statutory inquiry (‘the inquiry’) under section 46 of the Charities Act 2011 (‘the Act’).

The inquiry was opened due to concerns that intellectual property and trademark issues were not fully considered when the charity was established. There were also concerns regarding trustee oversight and record keeping and that misleading information regarding the first publishing agreement had been provided to the Commission.

The scope of the inquiry was to examine the administration, governance, and management of the charity, in particular the extent to which the trustees have:

• been responsible for misconduct and/or mismanagement in the administration of the charity and whether, as a result, the charity has suffered any financial loss including any unauthorised direct or indirect private benefit to any of the current or previous trustees; and
• adequately managed conflicts of interest, in particular with private companies connected to the Ingram-Moore family; and
• complied with and fulfilled their duties and responsibilities under charity law

The inquiry closed with the publication of this report.

Findings

Whether the trustees have been responsible for misconduct and/or mismanagement in the administration of the charity and whether, as a result, the charity has suffered any financial loss including any unauthorised direct or indirect private benefit to any of the current or previous trustees.

The roles of Mr and Mrs Ingram-Moore at the charity and how this changed over time

The charity was incorporated on 5 May 2020 and registered with the Commission a month later, on 5 June 2020.

Mr and Mrs Ingram-Moore were both appointed as trustees on 1 February 2021. Mr Ingram-Moore remained in post until 25 June 2024 when he was disqualified from acting as a charity trustee and holding office or employment with senior management functions in charities under Section 181A of the Act. Mrs Ingram-Moore resigned on 15 March 2021 ahead of being appointed, on the 1 August 2021, as the charity’s interim CEO. Mrs Ingram-Moore was subsequently disqualified from acting as a charity trustee and holding office or employment with senior management functions in charities on 25 June 2024. Please see the Regulatory Action Taken section below for more details.

It is unclear what Mrs Ingram-Moore’s role and involvement in the charity was prior to her becoming a trustee and interim CEO, and what, if any, conflict of interest, this could have given rise to. A contributing factor to this uncertainty is the differing accounts made both publicly and to the Commission by Mrs Ingram-Moore about her roles in the charity.

Mrs Ingram-Moore confirmed publicly on her personal website (www.hannahingrammoore.com) and her Instagram account that ‘The Captain Tom Foundation was … set up by independent trustees, not the family, in May 2020’.

However, this is contradicted by the evidence given during her interview with the inquiry and the earlier information submitted as part of the charity’s application to employ Mrs Ingram-Moore as a CEO (for which the Commission’s consent was required). As part of this Mrs Ingram-Moore’s CV was provided to the Commission, which stated that:

‘Hannah Ingram-Moore is Co-Founder of Maytrix Group and The Captain Tom Foundation’ and that ‘Along with her father and her family, Hannah created The Captain Tom Foundation so that they could continue to raise funds and shine a light on the values held dear to her father, including hope and kindness, that have been vital for millions during the Pandemic. Hannah led the creation of The Foundation’s brand, the vision, the mission and values, selected its Trustees and ensured charity regulation and governance was adhered to’.

Furthermore, Mrs Ingram-Moore’s personal website also previously referred to Mrs Ingram-Moore as the charity’s founder. This reference has since been removed.

In addition, in an email dated 1 August 2021 from Mrs Ingram-Moore to the Board of Trustees, she sets out how she is of the view that she has been managing the charity since its creation:

“From that day, I have carried the responsibility of the charity that bears my father and family’s name. I have set aside my own business and given everything to being the voice, the face and leader of this incredible charity.”  “I have been leading this foundation to success since May 2020, not February this year.” [February 2021]

Mrs Ingram-Moore also appears to have not been strictly accurate in her representation of her involvement in the setting of her salary and subsequent application for consent from the Commission regarding her salary as interim CEO.

Mrs Ingram-Moore appeared on a This Morning TV programme in March 2022. During the programme Mrs Ingram-Moore denied ever having been offered a six figure salary (£150,000) to be the charity’s CEO and stated that this was simply not true.

More recently during a televised interview with Piers Morgan (broadcast 30 November 2023), Mrs Ingram-Moore was asked about the circumstances around her becoming CEO of the charity where she stated that she was never offered a salary of £100,000 but only what was finally agreed by the Commission.

In correspondence provided to the inquiry by Mrs Ingram-Moore in response to a direction for information made under section 47 of the Act, it is clear that there was an assumption that Mrs Ingram-Moore would resign as a trustee and immediately take up the role of CEO even before an application to employ Mrs Ingram-Moore had been submitted to the Commission. The tone of the emails seen by the inquiry suggests that Mrs Ingram-Moore initiated the process to secure her appointment as the charity’s paid CEO.

The inquiry has had sight of an email dated 20 April 2021 from Mr Jones to Mrs Ingram-Moore which updates her as to the benchmarking exercise taking place for the CEO salary. In this email it is clear that Mrs Ingram-Moore had stated to Mr Jones that her salary expectations for the role of CEO were in the region of £150,000 per annum.

The benchmarking exercise undertaken by an independent company in April 2021 advises that the salary for the CEO should initially be in the region of £80-90,000 increasing to £110-120,000 depending on the charity’s performance and growth. The initial application to the Commission sets Mrs Ingram-Moore’s salary at £100,000. This application was refused by the Commission.

On the 30 July 2021 Mr Jones wrote to Mr Ingram-Moore, Mrs Ingram-Moore and Mr DeMaid by email setting out a draft response to the Commission which explained why Mrs Ingram-Moore is the most suitable person to undertake the interim CEO role. The proposed salary is set at £85,000 per annum which it is suggested the Commission might be amenable to.

Mrs Ingram-Moore confirming in both television interviews that she was not offered a six-figure salary is factually correct as the Commission only authorised an annual salary of £85,000 and no offer was formally made until that authorisation had been provided. However, it is disingenuous, as the evidence demonstrates she was very much involved in the discussions around setting her salary and clearly influenced the initial proposal submitted to the Commission to employ her on a salary of £100,000.

Virgin Media Captain Tom Foundation Connector Awards

Between 2020 to 2021 Captain Tom acted as a judge for the Virgin Media Local Legends Awards, for which he personally got paid £10,000. Mrs Ingram-Moore acted as his substitute during this campaign. This arrangement was agreed in advance of Mrs Ingram-Moore being a trustee or taking up her employment at the charity.

Around the time the Local Legends Awards concluded, Mrs Ingram-Moore was approached to become a judge for the following year’s awards. On 22 September 2021 Mrs Ingram-Moore, whilst employed by the charity as its interim CEO, entered into an Ambassador Services Agreement (‘the ambassador agreement’) with Virgin Media (‘VMO2’) for the judging and presenting of the Virgin Media Captain Tom Foundation Connector Awards (‘the awards’).

The ambassador agreement was between VMO2 and the Ambassador. The ambassador agreement defines the Ambassador as ‘Hannah Ingram-Moore on behalf of the Captain Tom Foundation’ and was signed by Mrs Ingram-Moore. The ambassador agreement also required Mrs Ingram-Moore to ensure that the charity created certain posts on its social media accounts promoting the awards.

As a result of the ambassador agreement, Mrs Ingram-Moore was personally paid £18,000 and in addition VMO2 donated £2,000 to the charity.

The promotional materials and the awards themselves featured the charity’s branding and logo and whenever Mrs Ingram-Moore is featured in related press coverage, she is quoted as speaking on behalf of the charity. In VMO2’s press release, Mrs Ingram-Moore is referred to as the charity’s Director and states that ‘over the coming months, Virgin Media and the Captain Tom Foundation will be selecting the final winner of the award’.

Mrs Ingram-Moore was the paid CEO of the charity between 1 August 2021 and 29 April 2022. The ambassador agreement was signed by Mrs Ingram-Moore on 22 September 2021, after she took up the CEO position.

The minutes of trustee meetings at that time do not record that Mrs Ingram-Moore informed the full Board of Trustees about the details of this project, including her personal remuneration. Mr Jones and Mr DeMaid (the ‘unconflicted trustees’) only discovered the specifics of the arrangement in August 2022 following an internal review of the charity’s financial information.

Mrs Ingram-Moore’s position is that she contracted with VMO2 in her personal capacity, and not on behalf of the charity, and undertook this work in her own time. Mrs Ingram-Moore also states that before she became the interim CEO and before the ambassador agreement was signed, she did inform the Chair of Trustees (Mr Jones) that she was being paid for this work but confirmed that she did not inform him as to the exact level of her remuneration. Mr Jones does not recall this early conversation and the trustee meeting minutes at that time do not include any record to this effect.

The charity’s accountant raised an invoice from the charity, dated 23 November 2021, to VMO2 for £18,000 for Mrs Ingram-Moore’s appearance fee for the awards. This invoice was later reversed through the issuing of a credit note. It is around this time that Mr Jones recalls having a conversation with Mrs Ingram-Moore regarding the payment of the invoice relating to the VMO2 activities. The awards are first referenced in the trustee meeting minutes dated 6 October 2021 after the ambassador agreement had been signed and just before the charity raised the invoice and Mrs Ingram-Moore was paid £18,000 by VM02:

‘HIM [Mrs Ingram-Moore] also reported that Virgin Media would be sending a donation shortly as she is doing award work with them’.

There does not appear to have been any discussion at that meeting about this work or the agreed fee, nor does Mrs Ingram-Moore make it clear that in addition to the donation, she was receiving a personal fee for this work. The unconflicted trustees do not appear to have asked any questions or sought any detail about the awards, which demonstrates a lack of oversight by them of Mrs Ingram-Moore’s activities.

Based on the evidence, the inquiry does not agree with Mrs Ingram-Moore’s assertion that this was something that she undertook in her personal capacity - there is no evidence to suggest that this work was done outside her contracted work hours, or that annual leave was booked to undertake the role.

The inquiry found that by personally receiving remuneration for the ambassador agreement, Mrs Ingram-Moore created a conflict of interest which the full Board of Trustees should have been made aware of so that it could adequately be managed. Had the unconflicted trustees been aware of the ambassador agreement it would have been open to them to try and negotiate a better deal and to have intervened to ensure that the VMO2 fee (£18,000 plus £2,000) was received in full by the charity.

It is noted that in Mrs Ingram-Moore’s signed employment contract (dated 31 August 2021) there is no clause relating to conflicts of interest. In the covering email of the same date to Mr Jones with the signed contract attached, Mrs Ingram-Moore states:

‘I have signed the contract but removed the conflicts of interest clause as this is not a legal requirement and given my responsibilities is too restrictive. It is a given that I will not be doing anything to conflict with all my roles but I cannot be in a position that I have to request authority at every turn, my life would grind to a halt, I am sure you understand.’

One month after signing her employment contract and having purposely taken out the conflicts of interest clause, Mrs Ingram-Moore signed the ambassador agreement from which she benefited significantly. Mrs Ingram-Moore entering into the ambassador agreement on behalf of the charity without the authorisation of the unconflicted trustees, from which she received a significant benefit, created a clear conflict of interest and contradicts her statement made to Mr Jones in her email of 31 August 2021.

Mrs Ingram-Moore was a trustee prior to her employment as the charity’s CEO and because of this her employment had to be expressly authorised by the Commission. The authorisation provided by the Commission was specifically limited to a full-time salary of £85,000 per year, for a maximum of 9 months on a 3-month rolling contract. Any additional income Mrs Ingram-Moore received in her role as CEO or as a consequence of being a trustee for the charity was not authorised.

The inquiry found that the failure by Mrs Ingram-Moore to avoid or manage the conflict of interest this situation created was misconduct and/or mismanagement in the administration of the charity by Mrs Ingram-Moore. Furthermore, not informing the full Board of Trustees, including the unconflicted trustees of her remuneration meant that the unconflicted trustees were unable to consider whether the charity’s and Mrs Ingram-Moore’s involvement in the awards was appropriate and in the best interests of the charity. It also meant that the charity did not seek the necessary consent from the Commission for the additional remuneration Mrs Ingram-Moore received despite Mrs Ingram-Moore being aware of the requirement for her remuneration/any benefits from the charity needing to be authorised by the Commission given that it had to consent to her employment as CEO.

As a consequence of Mrs Ingram-Moore entering into the ambassador agreement and personally benefiting, her husband Mr Ingram-Moore, who was a trustee at the time, was in receipt of unauthorised trustee benefit amounting to £18,000, albeit indirectly.

Article 8 of the charity’s governing document prohibits trustees or connected persons receiving a financial benefit from the Foundation, unless specific conditions are met which are set out in article 7 and 8.2, or authorised by the court, or the prior written consent of the Commission has been obtained, or the Commission has confirmed in writing that its consent is not needed, or the payment is made in accordance with the remuneration conditions set out in section 185 of the Act.

Articles 7 and 8 of the governing document outline that the charity’s income and property may only be applied towards the promotion of its objects and that none of the income or property may be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to any trustee. These also cover the limited circumstances under which it is permissible for a trustee or connected person to benefit which includes entering into a contract for the supply of services, in line with sections 185 and 186 of the Act (and section 67 of the Trustee Investment (Scotland) Act 2005).

Mr Ingram-Moore did not seek authorisation from either the Commission or the courts for the indirect benefit received from the work undertaken by Mrs Ingram-Moore for the Awards. The inquiry also found that the benefit received does not fall within article 7 or 8 of the governing document. The conditions in section 185 of the Act have furthermore not been met as the unconflicted trustees were unaware of the fee paid to Mrs Ingram-Moore from VMO2.

The inquiry therefore found that Mr Ingram-Moore received unauthorised trustee benefit amounting to £18,000, in breach of the governing document, and that this was misconduct and/or mismanagement in the administration of the charity by Mr Ingram-Moore. The inquiry also found that the failure of both Mr and Mrs Ingram-Moore to inform the full Board of Trustees, specifically the unconflicted trustees, about her fee meant that they could not seek the necessary consent and resulted in Mr Ingram-Moore receiving unauthorised trustee benefit.

Fundraising activities

Limited edition gin and the agreement with Otterbeck Distillery:

In May 2022, prior to the opening of the inquiry the Commission became aware that a ‘Captain Tom limited edition barrel aged gin’ by Otterbeck Distillery (‘the Distillery’) was being advertised on the Distillery’s website for £100 a bottle with ‘all profits’ of the sale going to the charity. In addition to the limited edition gin, a regular ‘Captain Tom Gin’ for £35.95 a bottle was also available.

As stated in the Code of Fundraising Practice (‘the Code’) and required by section 60 of the Charities Act 1992, charities must have a written agreement in place with any commercial participator they work with to fundraise. A commercial participator is a company that, as a regular part of its everyday business, engages in a promotional venture a charity will benefit from. Any statement which implies that money will be paid to a charity from the sale of a product must also specify the exact amount of money that will be donated (this is called a solicitation statement). Trustees must make sure any fundraising activity their charity undertakes complies with the law.

Following engagement with the trustees during the earlier regulatory compliance case on the issue, on 20 May 2022 they confirmed that there was no written agreement in place detailing the arrangement between the charity and the Distillery for the limited edition gin. However, the inquiry did find that a written agreement was in place for the regular gin and that as per the agreement, the charity received a £1 donation per bottle sold which raised £8,960 for the charity.

A meeting was held on 24 May 2022 between the Commission and Mr Jones and Mr Ingram-Moore who confirmed that the agreement with the Distillery had been managed by a consultant who had delegated authority to act in relation to commercial relationships. It was explained that the consultant had conversations with the Distillery between February and April 2021 which resulted in the production of the gins. The inquiry found that the unconflicted trustees were aware of the regular gin and the agreement that the charity would receive a £1 donation per bottle sold. However, the inquiry found that there was no record of discussions or decisions relating to the limited edition gin in the minutes of any trustee meeting and that the unconflicted trustees were not aware of the details of this arrangement until 6 May 2022 just ahead of a newspaper article on 10 May 2022. The unconflicted trustees told the inquiry that once they learnt about the limited edition gin, they instructed Mr Ingram-Moore to remove it from the charity’s online store as it was not an authorised charity product. It was accepted that a written agreement should have been entered into for the limited edition gin, however the unconflicted trustees had a reasonable expectation that the consultant (and/or Mr Ingram-Moore) would have informed them of any further arrangements with the Distillery in order for the trustees to consider its terms and whether it was in the best interests of the charity. The consultant may have also considered that he had sufficiently consulted the trustees having got agreement from Mr Ingram-Moore.

The inquiry also found that of the 100 limited edition gin bottles that were produced, only 21 were sold resulting in a donation of £530 to the charity. The Distillery’s website where the gin was sold did not initially provide sufficient information on the amount which was to be donated to the charity and simply stated that profits from the sale would be donated to the charity. This was subsequently corrected, and a solicitation statement included.

The inquiry found that Club Nook did not charge the Distillery for use of the Captain Tom trademarks and therefore did not receive any royalties in respect of the regular or the limited edition gin.

Trustees are collectively responsible for the management of their charity and any delegation to staff/consultants must be overseen by the trustees who retain legal responsibility for the activities and funds of their charity. In this instance, though, the inquiry found that the arrangement for the limited edition gin was unknown to the unconflicted trustees, it led to a breach of the Code and section 60 of the Charities Act 1992 which is mismanagement in the administration of the charity by the trustees at that time.

Captain Tom rose:

The charity also raised funds through the sale of a Captain Tom Rose. The appropriate agreements were in place for this collaboration, and it successfully raised a total of £33,750 for the charity.

Donation agreement

On the 11 June 2021 two agreements were signed. One being a publishing agreement between Penguin Books and Club Nook relating to the book ‘One Hundred Reasons to Hope’ (‘second publishing agreement’). Under the terms of this agreement, Mrs Ingram-Moore was required to write an introduction to the book; Club Nook received an advance of £30,000. As Mr and Mrs Ingram-Moore are both shareholders of Club Nook they would have both received a benefit from this agreement. The charity, whilst referenced in the agreement as being a recipient of royalty payments in relation to hard back sales, is not party to the agreement. It is a purely commercial arrangement.

The other agreement was a tripartite agreement between the charity, Club Nook and Penguin Books (‘donation agreement’). Under the terms of this agreement the charity granted Penguin Books a ‘non-exclusive licence’ for the use of its name for promotion purposes of the book titled ‘One Hundred Reasons to Hope’. In return the charity receives a £1 donation from each hardback sale of the book in the UK and Ireland. This donation agreement was signed by Mrs Ingram-Moore on behalf of two of the three parties - the charity and Club Nook. As a result of this donation agreement the charity has received £17,862 from Penguin Books to date, which is correct based on the number of books sold.

At the time of signing the donation agreement, Mrs Ingram-Moore held no formal position at the charity and therefore had no standing to enter into the donation agreement on behalf of the charity. Mrs Ingram-Moore informed the inquiry that she sought authorisation from the charity’s chair Mr Jones to sign the donation agreement on behalf of the charity. However, this is not Mr Jones’ recollection, he states that Mrs Ingram-Moore was not expressly authorised to sign the agreement on behalf of the charity, as she was not, at that time, the charity’s interim CEO or a trustee.

When asked about the donation agreement during her interview with the inquiry on 22 September 2022, Mrs Ingram-Moore explained that signing it on behalf of the charity was a technical error made in expedience and that in retrospect she should not have signed it.

The donation agreement clearly benefited the charity to the sum of £17,862 but by signing the donation agreement on the charity’s behalf, Mrs Ingram-Moore denied the unconflicted trustees the opportunity to fully consider whether this was a venture the charity wished to become involved with. It also meant they did not have an opportunity to negotiate the terms of the agreement, including whether the amount received by the charity was a fair amount when compared with that received by Club Nook.

Mr Ingram-Moore was a trustee at the time the donation agreement was signed, and therefore he should have declared that he was conflicted in this matter and raised it with his fellow trustees. Furthermore, as he was a director of Club Nook and a trustee of the charity on 11 June 2021, he ought to have been aware that his wife had no standing to enter into the donation agreement. This is a clear unmanaged conflict of interest and is therefore misconduct and/or mismanagement in the administration of the charity by Mr Ingram-Moore.

CTV and the official Captain Tom online store

CTV (2020) LTD company no. 12969276 (‘CTV’) is a company under the control of Mr and Mrs Ingram-Moore.

Under an agreement dated 7 December 2020 signed by Mr Ingram-Moore on behalf of CTV and Mr Jones on behalf of the charity, CTV had ‘exclusive rights to host the official Captain Tom Foundation online store (‘the online store’). The online store was active from around April 2021 to early 2022 and the charity was entitled to receive 15% of CTV’s online merchandise sales.

CTV and the online store were never under the trustees’ control or ownership and the inquiry found that conflicts of interest were appropriately managed when the agreement with CTV was signed. The inquiry found that the charity’s relationship with CTV was discussed during a trustee meeting on 2 February 2021 ahead of Mr and Mrs Ingram-Moore becoming trustees of the charity. The minutes reflect that the trustees at the time were aware of the need to carefully manage the agreement and protect the charity’s interests. The unconflicted trustees confirmed to the inquiry that they did continue to discuss the agreement, but there are no formal records of these discussions.

From the online store, a number of different products were either sold or promoted, with differing arrangements in place for contributing to the charity and with some offering no financial benefit to the charity at all. The agreement with CTV meant that the charity would receive 15% of CTV’s online merchandise sales. However products which were not sold directly from the online store, but where customers were directed to other websites would not have generated a donation from CTV to the charity (though there may have been other mechanisms for these products to have generate an income for the charity). For example, the online store promoted the Captain Tom books (with the exception of ‘One Hundred Reasons to Hope’), Captain Tom gins, Captain Tom rose and branded t-shirts for the Captain Tom 100 campaign with links to websites where they could be bought, and sales of these products would not have resulted in CTV making a donation to the charity. The inquiry found that it was only the branded t-shirts procured and sold directly by CTV that resulted in the 15% donation referred to above. While it was active the online store operated at a loss and the charity received only £1,269.75 in donations from the store.

The online store and the charity’s website had similar branding, and the inquiry found that it was likely that members of the public following links from the charity’s website would have reasonably expected that any purchases through the store would financially benefit the charity. Furthermore, the CTV online store operated from the URL captaintom.net and the charity from captaintom.org which had the potential to cause additional confusion and did not make it obvious to those accessing the site from the charity’s website that they were leaving its website.

The Fundraising Regulator engaged with the charity between April 2021 and June 2022 in relation to its fundraising activity. It found that CTV met the definition of a commercial participator under the Code, and Club Nook that of a commercial partner. It also found that the charity’s relationship with CTV and Club Nook was uncommon as the commercial partnerships related to companies whose business is to generate income from merchandise that relies on the same intellectual property and trademarks as the charity (‘the Captain Tom trademarks’).

In more common commercial participation relationships, the business is usually distinct from the charity even if there is a thematic relationship (for example, a bottled water company donating to a charity providing clean water). Where the available information about any promotion of a charity is clear, it is reasonably easy for customers to discern which products support a charity and which do not.

The Fundraising Regulator found that CTV sold and/or promoted merchandise on the basis of the same goodwill and public engagement that the charity sought to use to further its charitable aims and objectives, using the same trademarks. This meant there was a lack of clear distinction between the fundraising activity of the charity and the profit-making activity of the companies involved. Because of this, it would have been important that the distinction between the charity and these companies was clearly communicated to those who visited the online store.

There were some references in the ‘about’ and ‘FAQ’ sections of the online store that mentioned supporting the charity, but these were vague and lacked any of the specific information required by the Code. The Fundraising Regulator found that overall, the online store did not have adequate information available to easily discern whether the shop was supporting the charity or not.

Only by following product links was limited solicitation information made available, and this varied greatly between different products. Limited information, coupled with the variety of different donation amounts and arrangements, is likely to have confused or misled supporters of the charity looking to contribute via the online store. The inquiry found that this was especially the case in relation to anyone who purchased the Captain Tom books via the online store which was promoted as supporting the charity when it was only the book ‘One Hundred Reasons to Hope’ which specifically resulted in a donation to the charity (£1 donated with every hard back book sold) and which was not available via the online store.

The inquiry found that the arrangements with regards to the online store were not explicitly made clear to the public and that this was mismanagement in the administration of the charity by the trustees at the time. While the store was run and designed by CTV, the store was linked to the charity’s own website and as such the trustees should have ensured that its content met any requirements under charity law and the Code.

Failure to follow advice provided by the Commission following the charity’s registration

Intellectual property

As outlined in the background section, a private family trust was established for the long-term benefit of the Ingram-Moore family, and on 13 May 2020, Captain Tom assigned all his intellectual property rights to the family trust. On 18 May 2020, Club Nook made applications to register trademarks of the name Captain Tom in a number of variations. Further applications were made on 26 May 2020 and 20 August 2020.

As part of the charity’s registration application the Commission was advised that the charity would be wholly independent of the family of Captain Tom, that the charity had no close links with any entity that would be relevant to its work and that the charity was not linked to a non-charitable organisation. The Commission was also advised that there was no formal agreement between the charity and the family of Captain Tom including one relating to intellectual property rights.

As set out earlier in this report, on 5 June 2020 the charity was registered with the Commission and advice was provided to the trustees to ensure that appropriate written agreements were in place between the charity and any non-charitable partners or connected commercial bodies. It was made clear that this included any agreements or arrangements between the family of Captain Tom and the charity in respect of managing intellectual property.

Despite the advice given, the intellectual property arrangements were not addressed and in a meeting on 24 May 2022 with the Commission, attended by Mr Jones and Mr Ingram-Moore in their capacity as trustees, it was clear that Club Nook granted a royalty free licence to the charity to use the name Captain Tom for philanthropic purposes only (‘the licence’) but that the licence was not in writing.

During this meeting it also became apparent that the scope of the licence was unclear to the extent that the trustees had to consult with Club Nook to ensure that it was content with the charity’s plans and that they fell within Club Nook’s understanding of the scope of the licence. At the meeting, the trustees were unable to confirm whether, for example, the charity would be permitted to sell mugs printed with the name of the charity to generate funds for the charity without first seeking the permission of Club Nook.

Trustee meeting minutes demonstrate that the trustees were considering issues around intellectual property as early as 9 October 2020 as it was a matter for discussion during a trustee meeting held on that date. Despite this the trustees did not seek to secure the charity’s position and interests.

The inquiry found that the charity was linked to Club Nook, because Club Nook had given the licence to the charity, and that the registration application 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.

The inquiry confirmed that the family of Captain Tom was not prepared to assign any of the intellectual property rights to the charity and was of the view that they could withdraw their consent for the charity to use the name Captain Tom at any point. This meant that the trustees’ and charity’s ability to act independently from Club Nook, and thereby the family of Captain Tom, was curtailed due to the way the intellectual property was managed.

The charity did, however, own a trademark for ‘Captain Tom 100’ which was to be used for a specific event, though the unconflicted trustees were not aware of this trademark and it is unclear who filed this trademark with the Intellectual Property Office. Though it is clear that the trademark could not have been filed without the consent of Club Nook.

Two of the charity’s unconflicted trustees at the time were professionals, and therefore would have known the importance and significance of ensuring clarity about and independence from Club Nook regarding the royalty-free licence. The trustees did receive legal advice and as well as advice from other specialist fundraising professionals at the time and this matter was not flagged as a potential issue by them. The trustees, including the unconflicted trustees, would have had a reasonable expectation that they could rely on the legal advice they received at this time.

Whether the trustees have adequately managed conflicts of interest, in particular with private companies connected to the Ingram-Moore family.

Trustees have a duty to always act in their charity’s best interests by, among other things, avoiding putting themselves in a position where their duty to their charity conflicts with their personal interests or loyalty to any other person or body. Trustees must also not receive any benefit from the charity unless it is properly authorised and is clearly in the charity’s interests; this also includes anyone who is financially connected to them, such as a partner, dependent child or business partner.

Due to Mr and Mrs Ingram-Moore’s involvement in Club Nook and CTV, companies with whom the charity had close connections, it should have been clear to all involved the potential for conflicts of interest to arise and the need to avoid them or where this is not possible ensure that these are appropriately managed.

Related party transactions with companies connected to Mr Ingram-Moore and Mrs Ingram-Moore

Payments to Club Nook Limited and Maytrix Group Ltd

Prior to the opening of the inquiry the Commission identified potential concerns from the charity’s published accounts (financial year ending ‘FYE’ 31 May 2021) about payments of consultancy fees and payments to related third parties. The Commission was satisfied that these specific payments were reasonable reimbursement for expenses incurred and that the conflicts of interest in relation to these third-party payments were adequately identified and managed. More detail is set out below.

Club Nook Limited (company number 12571495):

The charity’s accounts for the FYE 31 May 2021 show that payments of £16,097 were made to Club Nook in respect of accommodation, security, and transport relating to Captain Tom travelling around the UK to promote the charity.

The Commission found that these costs were incurred by Club Nook during a trip between 30 July and 3 August 2020 by Captain Tom, Mr Ingram-Moore, Mrs Ingram-Moore and their children to launch the charity. While the trustees confirmed that discussion amongst the Board of Trustees had taken place and that they had agreed to fund the cost, no records of the trustees’ decision making were made.

The Commission found that reimbursing this expenditure was reasonable, and it is noted that, neither Mrs Ingram-Moore nor Mr Ingram-Moore were trustees of the charity at the time and that conflicts of interest were managed. However, records of the decision making relating to the expenditure should have been made and kept, which would have allowed the trustees to sufficiently demonstrate that they followed the principles of trustee decision making by acting in good faith and only in the interests of the charity.

No payments were made from the charity’s funds to Club Nook in any of the following accounting years.

Maytrix Group Ltd (company number 07337664):  

The charity’s accounts for FYE 31 May 2021 show that payments of £37,942 were made to Maytrix Group Limited (‘Maytrix’) in respect of website costs, photography costs, office rental, telephone costs and third-party consultancy costs. The costs were initially funded by Maytrix and reimbursed when sufficient funds were available to the charity. Maytrix is under the control of Mr Ingram-Moore and Mrs Ingram-Moore.

Further payments to Maytrix amounting to £12,212.30 were not disclosed in the accounts. It was explained that this was due to an accounting error and these payments were reimbursement of a third-party consultant’s fees over a 4 month period.

£24,206 was paid to Maytrix in the FYE 30 November 2022 for office rental and telephone costs.

The Commission found that the payments made to Maytrix were reasonable and that Maytrix did not charge the charity any mark up for the costs incurred. It also found that conflicts of interest were managed appropriately when agreeing the costs.

The Captain Tom Foundation Building

Mr and Mrs Ingram-Moore used the charity’s name in a planning application made on 20 August 2021 for a ‘Captain Tom Foundation Building’ on their private property (when Mrs Ingram-Moore was interim CEO and Mr Ingram-Moore was a trustee).

This planning application and its supporting documents references the charity’s name and its charity number numerous times and describes the proposed works as ‘erection of a detached single-story building for use by occupiers of the Old Rectory and The Captain Tom Foundation’. The decision-making documents^{[footnote 2]} of the local council considering the application demonstrate the significant weight that was given to the fact that the charity was to use the proposed building for its charitable purposes.

The planning application was granted by the local council on 4 November 2021. However, on 28 February 2022 a retrospective and revised application was submitted by Mr and Mrs Ingram-Moore. The revised application did not feature the words ‘charity’ or ‘foundation’, plus the ‘Captain Tom Foundation Building’ was renamed to ‘Captain Tom Building’ and a spa/pool facility was added.

The council refused the retrospective planning application and issued a demolition notice on 16 March 2023. Mr Ingram-Moore appealed the demolition notice but the appeal was unsuccessful as confirmed in the decision of the Planning Inspectorate on 7 November 2023. The building was subsequently demolished in February 2024.

The unconflicted trustees confirmed to the inquiry on 6 July 2023, that they were unaware of the initial planning application prior to it being submitted. They also confirmed that neither Mr Ingram-Moore nor Mrs Ingram-Moore had authorisation to use the charity’s name in connection with the planning application and would not have provided authorisation if asked. The unconflicted trustees wrote to the local council’s planning department on 16 August 2023 to confirm this.

Mr and Mrs Ingram-Moore have told the inquiry that the inclusion of the charity’s name in the original planning application was an error, though they did have the intention to use the building for charitable purposes. The inquiry was told that this oversight was as a result of the fact that they were both busy undertaking ‘global media work’ which meant that their attention was on the substance of the application ‘rather than minor errors in the Design and Access Statement prepared by a planning consultant acting on their behalf’.

It is the view of the inquiry that Mr and Mrs Ingram-Moore’s actions in using the charity’s name in a planning application on their own property would have increased the prospects of that application being successful. A failure to consult the full Board of Trustees and seek their authorisation also suggests that Mr and Mrs Ingram-Moore were using the charity and its name inappropriately for their private benefit.

As outlined above the revised retrospective planning application was refused and the building subsequently demolished. This resulted in significant press coverage which negatively affected the charity.

The Commission found that Mr Ingram-Moore as a trustee and Mrs Ingram-Moore as the charity’s interim CEO failed to sufficiently consider the impact their actions would have on the charity, including its reputation. The resulting negative publicity could have been mitigated if the decision to link the charity to this planning application had been properly considered and authorised by the unconflicted trustees.

The inquiry found that using the charity’s name in the planning application without the authorisation of the full Board of Trustees, including the unconflicted trustees, was misconduct and/or mismanagement in the administration of the charity by both Mr and Mrs Ingram-Moore.

Captain Tom books

As outlined in the Background section, the first publishing agreement was entered into on 13 May 2020 between Club Nook for the services of Captain Tom and Penguin Books which resulted in the publication of three books by Captain Tom, ‘Tomorrow Will Be a Good Day’, One Hundred Steps’ and ‘Captain Tom’s Life Lessons’.

The next day on 14 May 2020 a press release was issued announcing both the upcoming publication of ‘Tomorrow Will Be a Good Day’ and ‘One Hundred Steps’ (which at the time was promoted as an ‘unnamed children’s book’) and the launch of the charity. The press release states that ‘Both books will support the launch of his newly formed charity’ and a quote from Captain Tom stating ‘I am so looking forward to sharing my autobiography with you which will help launch my new Foundation. I’d better get writing!’.

Penguin Books, when compelled to do so by way of a direction issued under section 47 of the Act, provided the inquiry with a redacted version of the first publishing agreement which documents that an advance totalling £1.5 million was to be paid to Club Nook, however this was reduced to £1,466,667 following the cancellation of a planned fourth book.

To date the charity has not received any money from the first publishing agreement, despite the statements in the press release. As set out in more detail below, individuals the inquiry contacted about the first publishing agreement understood that a donation would be made to the charity from funds resulting from the first publishing agreement based on statements made by Mr and Mrs Ingram-Moore. Penguin Books have stated that they understood that part of the funds from the advance payment of the first publishing agreement would be used to create and launch a new charity. Penguin Books was later made aware of the family’s intention to make a separate donation to the charity from the advance payment.

Responding to a direction for information under section 47 of the Act, Penguin Books stated that there was an understanding that the family of Captain Tom was planning to use part of the advance to set up and launch a new charity. Penguin Books’ legal department stated: ‘During negotiations with literary agent, Bev James, on behalf of Captain Tom and his family for the book deal in April 2020, Penguin Random House (PRH) offered to pay a proportion of the advance direct to NHS Charities Together. However, this offer was refused and PRH was informed that the family wanted the whole advance paid directly to them, with no payment to NHS Charities Together. The family indicated that instead, they would use part of the advance to help facilitate the creation and launch of a new charity (which would become The Captain Tom Foundation). Therefore, there was an informal understanding that the family was planning to use part of the advance to set up and launch a new charity, although no binding agreement was entered into with the family in this regard.’

Bev James, the literary agent representing Captain Tom, stated when directed to provide information: ‘My understanding is that Hannah and Colin were very clear that they did not want the money from the books to go to charity, but they would make a donation when the Captain Tom Foundation was set up’.

Carver PR when directed to provide information about the matter stated that: ‘The family continuously stated that they would use monies raised from the books to fund the Foundation’. And that they stated that they ‘would be making a donation from the book deal directly to the Foundation once it was set up’.

When formally interviewed by the inquiry Mr Thomas-Walls stated his understanding was that the charity was to receive funds from the publishing agreement. Contemporaneous emails from the time support these assertions. The unconflicted and former trustees confirmed that this is what they understood from discussions with Mr Thomas-Walls.

Mr Thomas-Walls was provided with a press release by Mrs Ingram-Moore on 14 May 2020 at 19:36 which indicated that sales from the first publishing agreement would support the charity. By this time the final press release had already been issued to media outlets and Carver PR confirmed that Mr and Mrs Ingram-Moore were sent the final version of the press release at 18:36 on 13 May 2020.

The same press release as was provided to Mr Thomas-Walls was also provided to the Commission on 18 May 2020 as part of the charity’s registration application. The wording of this, now known to be, draft press release includes the following:

‘Both Books Will Support His Newly Formed charity’

‘Pre-order the extraordinary, heart-warming autobiography of Captain Tom Moore, the man who captured the nation’s heart in lockdown. Sales from the book will support The Captain Tom Foundation’

‘Pre order a book about adventure, helping people and never giving up. This is an inspirational picture book telling the story of the man who walked 100 laps around his garden and captured the heart of a nation. Sales from the book will support The Captain Tom Foundation’

Nowhere in the correspondence to either the Commission or to Mr Thomas-Walls does it indicate that this was a draft press release and was subject to change.

Carver PR stated that there were discussions between Mrs Ingram-Moore, Mr Ingram-Moore and Penguin Books in relation to the wording of the press release and how the charity would benefit from the first publishing agreement. Carver PR also stated that it was instructed by Mr and Mrs Ingram-Moore to use the wording ‘Sales from the books will support The Captain Tom Foundation’ and that Mr and Mrs Ingram-Moore repeatedly stated that they would use funds from the first publishing agreement to fund the charity and/or make a donation to the charity directly following the first publishing agreement.

Carver PR also stated that Penguin Books later instructed it that the words ‘sales’ or ‘proceeds’ could not be used in any promotional materials, and they were prevented from using any wording that insinuated that sales from the books would go to the charity. However, based on the fact that Mr and Mrs Ingram-Moore stated that they would make a donation to the charity at a later stage, the Penguin Books’ legal department agreed to the alternative wording ‘published in support of The Captain Tom Foundation’ to be used in the press release of 14 May 2020.

This information is corroborated by information received by the inquiry from Penguin Books who stated that it was on the basis of statements made by the literary agent on behalf of Captain Tom and his family that it thought it would be appropriate and in line with the Fundraising Code to announce and promote ‘Tomorrow Will Be A Good Day’ and ‘One Hundred Steps’ as ‘published in support of the creation of The Captain Tom Foundation’ or with the shortened version ‘published in support of The Captain Tom Foundation’.

Penguin Books’ Q&A pack relating to the first publishing agreement, which was used to brief sales teams, also notes that the ‘publishing partnership’ was a ‘generous deal that is going into launching the Foundation’ suggesting that some of the advance would end up with the charity.

Some of the promotional materials of the books published under the first publishing agreement also feature the charity’s distinctive branding and logo, adding additional weight and credibility to the phrase ‘published in support of The Captain Tom Foundation’. Furthermore, in the marketing campaign the following quote is attributed to Captain Tom to promote the books: ‘I am so looking forward to sharing my autobiography with you which will help support my new Foundation’.

It also appears that Captain Tom himself believed or intended that ‘Tomorrow Will Be a Good Day’ would in some way financially support the charity. The prologue of ‘Tomorrow Will Be a Good Day’ which is attributed to him 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. Its goals are those closest to my heart, with a mission to combat loneliness, support hospices and help those facing bereavement – all in the wake of the unprecedented crisis we found ourselves in. I am so deeply honoured to be given yet another opportunity to serve the country of which I am so very proud.’

The inquiry cannot see how the first sentence in the above quote from Captain Tom can be interpreted as anything other than funds provided to Captain Tom for writing his memoir would flow to the charity to continue his charitable work.

As outlined above, Bev James, Carver PR, and the trustees at the time, expected there to be a donation made to the charity following the first publishing agreement being signed because Mr and Mrs Ingram-Moore indicated that this is what they would do. The consistency of this evidence is compelling, and it is difficult to understand why if Mr Ingram-Moore and Mrs Ingram-Moore’s intention was to make a donation, they did not do so. Penguin Books understood that part of the advance from the first publishing agreement would be used to help facilitate the creation and launch of a new charity following the first publishing agreement being signed.

The inquiry formally wrote to Mr and Mrs Ingram-Moore on 4 October 2022 and 23 November 2022 setting out the information it had gathered, 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. On both occasions they declined to do so.

Mr and Mrs Ingram-Moore have argued that Captain Tom’s books supported the launch of the charity in a number of ways: ‘The launch of the autobiography at the family’s home was attended by many national television and radio channels and newspapers. The Captain Tom Foundation was provided a prominent position at the family’s home giving journalists access to the charity and The Captain Tom Foundation gained thousands of pounds worth of free advertising, promotion and media space.’

The inquiry accepts that this position may have been legitimate had Mr and Mrs Ingram-Moore ensured that it was sufficiently communicated to relevant stakeholders during the negotiations for the first publishing agreement, including making clear that ‘support’ did not mean a direct financial contribution. However, as outlined above, Carver PR and Bev James both understood that Mr and Mrs Ingram-Moore intended to make a donation to the charity from the proceeds of the book sales. Penguin Books’ understanding was that they intended to use part of the book publishing advance from the first publishing agreement to help facilitate the creation and launch of a new charity.  

Additionally, this is what Mr Thomas-Walls expected to happen based on emails he received from Mr Ingram-Moore and is what he then communicated to the unconflicted trustees Mr Jones and Mr DeMaid.

Given the way the books were advertised and promoted, together with media reporting, members of the public are likely to have bought ‘Tomorrow Will Be A Good Day’, ‘One Hundred Steps’, or ‘Captain Tom’s Life Lessons’ thinking they were supporting the charity financially by doing so. The Commission considers this is especially the case if they bought one of the books via the links in the charity’s official online store.

While neither Mr nor Mrs Ingram-Moore were trustees of the charity when the first publishing agreement was signed, they were both closely involved in both establishing the charity and Club Nook – being company directors of Club Nook throughout this period. Mr and Mrs Ingram-Moore were both party to the negotiations and discussions with Bev James and Carver PR and would have been aware of what had been said to those parties as part of the negotiations, and what they would have likely understood from their very clear position that they intended to make a donation to the charity with the funds from the first publishing agreement. It is clear that even in February 2021 there was a public expectation that by purchasing the book(s) funds would be received by the charity. The inquiry has not seen any evidence that the Ingram-Moores sought to correct these expectations. On the basis that no funds have been transferred to the charity, the publication of ‘Tomorrow Will Be A Good Day’ and ‘One Hundred Steps’, the focus of the May 2020 launch, turned out to be a purely commercial endeavour that benefited the Ingram-Moore’s company Club Nook.

The inquiry considers both Mr and Mrs Ingram-Moore’s conduct in respect of the first publishing agreement and the position they have adopted in not seeking to rectify matters has or is likely to have damaged public trust and confidence in the charity and charities generally.

Whether the trustees have complied with and fulfilled their duties and responsibilities under charity law.

The Commission’s guidance The essential trustee: what you need to know (CC3) sets out the key duties of all trustees of charities in England and Wales, and what trustees need to do to carry out these duties competently.

Trustees have 6 main duties as follows:

1. Ensure your charity is carrying out its purposes for the public benefit
2. Comply with your charity’s governing document and the law
3. Act in your charity’s best interests
4. Ensure your charity is accountable
5. Manage your charity’s resources responsibly
6. Act with reasonable care and skill

As has already been set out in the report, the inquiry found clear evidence of repeated breaches of trustee legal duties and responsibilities.

Mr Ingram-Moore failed in his duties to act only in the charity’s best interests, to comply with the charity’s governing document and the law, and his duty to act with reasonable care and skill.

Mrs Ingram-Moore was a trustee of the charity between 1 February 2021 and 15 March 2021 and its interim CEO from 1 August 2021 to 29 April 2022, her conduct as set out in this report fell into the period when she was either the CEO or did not hold a formal position in the charity.

The unconflicted trustees also breached their trustee duties to act with reasonable care and skill and to manage the charity’s resources responsibly, in relation to the Captain Tom gin and the oversight and management of the online store.

Conclusions

The Commission concluded that there were serious and repeated instances of misconduct and/or mismanagement in the administration of the charity in respect of the conduct and actions of Mr and Mrs Ingram-Moore. The Commission also concluded that there was mismanagement by the unconflicted trustees who were in post at the relevant times.

The Commission acknowledges that the charity was founded during the Covid-19 Pandemic - a period of global turmoil - and there has been unprecedented national and international media interest in Captain Tom and his family following Captain Tom’s unparalleled fundraising efforts. This would have been an extremely stressful situation which was only compounded by the subsequent death of Captain Tom.

However, the Commission has concluded that Mr and Mrs Ingram-Moore’s misconduct and/or mismanagement was not an isolated incident but a repeated pattern of behaviour which continued past the worst of the Pandemic. The failure to manage conflicts of interest that arose out of Mr and Mrs Ingram-Moore’s familial links and the charity’s links to their private companies happened repeatedly and led to direct and indirect private benefit for Mr and Mrs Ingram-Moore. It is of note that any conflicts of interest which arose in the early agreements with Ingram-Moore companies, before they became trustees and/or interim CEO as set out in this report, were identified and managed appropriately by the unconflicted trustees at the time.

The Commission has also concluded that the unconflicted trustees, at the relevant times, did not always have sufficient oversight and control of the administration of the charity as they should have done. Their lack of oversight of Mrs Ingram-Moore while she was interim CEO may have in some way enabled her conduct. However, the failings of Mr Ingram-Moore as a trustee, and Mrs Ingram-Moore while she was acting as CEO, to inform them of potential conflicts of interest as these arose made it impossible for the unconflicted trustees to consider whether these opportunities or arrangements were in the best interests of the charity.

The Commission has also concluded that the public had a reasonable expectation that the Captain Tom books they purchased, in particular Captain Tom’s autobiography ‘Tomorrow will be a good day’, would have financially benefited the charity and the public would understandably feel misled given no donation has been made to the charity.

The Ingram-Moore’s failure to honour the donation to the charity following the first publishing agreement and the misconduct and/or mismanagement as evidenced in this report has seriously damaged the reputation of the charity.

Regulatory action taken

The inquiry took the following regulatory actions:

Information gathering

The inquiry used information gathering powers under section 47 and 52 of the Act to direct a number of individuals and entities, including the trustees, former trustees and third parties to provide information to the inquiry. The inquiry also formally interviewed all current and former trustees.

Action against individuals

The power to disqualify an individual from being a charity trustee and/or trustee for a charity and from holding an office or employment with senior management functions in charities generally is set out under section 181A of the Act. The inquiry assessed the evidence against the legal test and determined that it was met for Mr Ingram-Moore and Mrs Ingram-Moore.

On 9 January 2024 the Commission issued Notice of Intention (‘the Notice’) to exercise its powers under section 181A of the Act to disqualify Mrs Ingram-Moore and Mr Ingram-Moore from being charity trustees and holding office or employment with senior management functions in charities.

On the 14 February 2024 Mrs Ingram-Moore and Mr Ingram-Moore submitted representations against the Notice and these were considered by an independent reviewer under the Commission’s decision review process. The outcome of the decision review was that the decision to issue the Notice was upheld and the disqualification orders were subsequently issued.

Mrs Ingram-Moore was disqualified on 25 June 2024 from being a charity trustee and from holding an office of employment with senior management functions in charities for a period of 10 years.

Mr Ingram-Moore was disqualified on 25 June 2024 from being a charity trustee and from holding an office of employment with senior management functions in charities for a period of 8 years.

Issues for the wider sector

The purpose of this section is to highlight the broader issues arising from the Commission’s assessment of the issues raised publicly that may have relevance for other charities. It is not intended as further comment on the charity in addition to the findings and conclusions set out in the earlier sections of this report but is included because of their wider applicability and interest to the charity sector.

Identification and management of conflicts of interest and/or loyalty

Trustees must always act in the best interests of the charity. 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.

A conflict of interest is any situation in which a trustee’s personal interests or loyalties could, or could be seen to, prevent them from making a decision only in the best interests of the charity.

A conflict of loyalty is a particular type of conflict of interest, in which a trustee’s loyalty or duty to another person or organisation could, or could be seen to, prevent the trustee from making a decision only in the best interests of the charity.

Trustees must recognise and manage conflicts of interest and loyalty as they arise. They must be mindful of mixing their role with the charity and their private business affairs, particularly when a benefit may be inferred to that business or the trustee whether directly or indirectly. Trustees must follow any conflict of interest or loyalty provision in their governing document.

Trustees must exercise their duty of care and taking proper decisions, and not allow the good name of charity to be abused for the benefit of commercial companies. Charities are held in high esteem by the general public, and trustees must ensure they do not enter into agreements that could jeopardise that public trust.

Charity trustees should ensure that they have a conflicts of interest policy in place to ensure that they are fully aware of their responsibilities and that any conflicts that do arise are appropriately managed. Where a charity trustee has a conflict of interest they should follow the basic checklist set out in the Commission publication Conflicts of interest: a guide for charity trustees (CC29) and where necessary or appropriate take professional advice. The Commission has also published a 5 minute quick guide on conflicts of interest.

Private benefit, payments, and remuneration of trustees or connected persons

The law states that trustees, or someone connected to a trustee, cannot receive any benefit from their charity in return for any service they provide to it.

A connected person means family, relatives or business partners of a trustee, as well as businesses in which a trustee has an interest through ownership or influence. The term includes a trustee’s spouse or unmarried or civil partner, children, siblings, grandchildren and grandparents, as well as businesses where a trustee or family member holds at least one-fifth of the shareholding or voting rights. If in doubt about whether a person or business is a connected person advice from a solicitor or other person qualified to advise on the matter should be sought.

While the concept of unpaid trusteeship has been one of the defining characteristics of the charitable sector, contributing greatly to public confidence in charities, it does not mean that a trustee can never receive any payment or benefit from a charity. There are sometimes good reasons why it can be in a charity’s interests to make a payment to a trustee. Trustee boards need, though, to minimise the risks to their charity’s reputation and operation.

If a trustee is to be paid for goods and services or employed by the charity, the trustee (or any other trustee connected to them) must not be involved in any part of the process. If a connected person is to be paid for goods and services or employed by the charity, the trustee or trustees they are connected to must not be involved in any part of the process.

Legal authority to pay a trustee or a connected person may come from the charity’s governing document or, if there is no such provision in the governing document, the Commission or the Courts. Charities have a statutory power to pay a trustee, or a connected person, for the supply of goods or services in certain circumstances under section 185 of the Act. This power cannot be used if the governing document prohibits this type of payment.

In line with section 185 of the Act a charity can pay a trustee for the supply of any goods or services over and above normal trustee duties. The decision to do this must be made by those trustees who will not benefit. They must decide that the service is required by the charity and agree it is in the charity’s best interests to make the payment and must comply with certain other conditions. The conditions are that:

• there is a written agreement between the charity and the trustee or connected person who is to be paid
• the agreement sets out the exact or maximum amount to be paid
• the trustee concerned may not take part in decisions made by the trustee board about the making of the agreement, or about the acceptability of the goods or services provided
• the payment is reasonable in relation to the goods or services to be provided
• the trustees are satisfied that the payment is in the best interests of the charity
• the trustee board follows the ‘duty of care’ set out in the 2000 Act
• the total number of trustees who are either receiving payment or who are connected to someone receiving payment are in a minority
• there is no prohibition against payment of a trustee

It is also a condition that, before entering into this type of agreement, trustees must ‘have regard to’ the Commission’s guidance on the subject. Trustees must also be able to show that:

• they are aware of the Commissions guidance Trustee expenses and payments CC11
• in making a decision where the guidance is relevant, they have taken it into account
• if they have decided to depart from the guidance, they have a good reason for doing so

Where no legal authority has been obtained and a trustee has received unauthorised payment or benefit from their charity they have a duty to account for (i.e. repay) it. The Commission cannot relieve trustees from this duty.

Further information regarding the rules around trustee benefit is available from Trustee expenses and payments (CC11).

Fundraising and commercial participation agreements

Fundraising is often a key way in which charities interact with supporters, donors and the public. This means that a charity’s approach to fundraising has the potential to significantly build or damage its reputation.

The reputational risks faced by a charity will vary significantly. Trustees should have effective and appropriate systems in place to identify and manage the key reputational risks their charity may face from its fundraising.

When considering an agreement with a commercial partner, trustees should be careful to balance the focus on increasing the charity’s income with attention to its wider best interests. Trustees should think about how the charity’s donors, supporters and the public might view your fundraising approach.

Professional fundraisers and commercial participators are responsible for ensuring that the specific legal rules that apply to them and the arrangements they make with charities are followed. However, to comply with their charity law duties, trustees must also ensure that their arrangements with these fundraisers are in line with these rules.

Where a charity is working with a third party to raise funds, compliance with trustee duties means having effective systems in place to keep control of the fundraising, and taking steps to properly protect the charity’s interests, assets and reputation. It also means compliance with relevant legal rules, including those designed to make third party fundraising arrangements transparent to donors, supporters and the public.

When working with third party fundraisers, trustees must:

• comply with specific legal requirements which apply when the third party fundraiser meets the definition of a professional fundraiser or commercial participator
• ensure that the arrangement is set up and controlled in a way which is in the best interests of the charity, and which protects its assets and reputation

Where a charity uses a professional fundraiser to raise funds on its behalf, or enters an arrangement with a commercial participator, specific rules apply which are detailed in Charitable Fundraising: Guidance on Part 2 of the Charities Act 1992 and require:

• written agreements between charities and professional fundraisers /commercial participators which comply with specific requirements
• professional fundraisers and commercial participators to make a solicitation statement satisfying certain requirements
• some larger charities to include statements about their approach to professional fundraising/commercial participation in their annual report

Professional fundraising or promotions by commercial participators are not permitted unless there is a written agreement. The written agreement must be signed by all parties. A commercial participator must clearly indicate:

• which charity or charities will benefit from the promotional venture
• if there is more than one charity that will benefit from the venture, in what proportions the charities will respectively benefit
• what proportion of the proceeds of the goods, services or promotional venture sold will be given to the charity or charities, or the total amount of the donation given to the charity as a result of sale of goods, services or running the promotional venture

The Fundraising regulator has published guidance on commercial participation agreements. The Commission has also published guidance on Charity fundraising: a guide to trustee duties (CC20).

Trademark and copyright

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.

1. Registered charity name – Association of NHS Charities ↩

2. Applications can be viewed via the planning portal of Central Bedfordshire Council. Reference numbers- initial application - CB/21/03877/FULL   revised application - CB/22/00805/FULL ↩