Governance Review
Dear Members,
I am writing to introduce the independent governance review report prepared by Wedlake Bell LLP, which the Board is sharing with you in full ahead of our AGM this month.
The trustees commissioned this review in December 2025 in response to concerns you raised about the oversight and decision-making of the previous Board in relation to four significant projects: the memorial garden at the Royal Hospital Chelsea, the oral history project with the University of Oxford, the funding of RAMS regimental accoutrements, and a digitisation grant to the Museum of Military Medicine.
You deserved a frank and independent assessment, and that is what we asked for. The report confirms that no evidence of fraud, dishonesty or bad faith has been found, and that all four projects fell within the Charity’s charitable objects. However, it identifies real and recurring governance shortcomings in record-keeping, conflict-of-interest management, grant documentation, and Board oversight that fall short of the standards members rightly expect. The report is candid about these failings, and so am I: they represent a collective failure of governance that the current Board is determined to learn from and address.
Since taking up our responsibilities, the Board has already begun implementing a strengthened governance framework, including a grant-making policy, a conflicts of interest register, a scheme of delegation, and standing financial instructions. We have suspended the final payment on the Oxford oral history project pending a proper assessment of delivery. We are re-engaging with the Ministry of Defence regarding reimbursement for the accoutrement’s expenditure. And we are putting in place a formal written arrangement with the Museum of Military Medicine to regularise that relationship and strengthen our oversight.
There is more to do, and we will not pretend otherwise. But I hope this report demonstrates that the current Board takes its fiduciary duties seriously, and that our commitment to transparency, accountability and the interests of our beneficiaries is not simply stated, but acted upon.
I am grateful to Wedlake Bell for the rigour and independence of their work, and to those members who raised concerns in the first place. Your scrutiny is part of what good governance looks like.
Maj Gen JF Rowan CB OBE
Chair RAMC Charity
The RAMC Charity Governance Review Report of findings and recommendations
1. Background
1.1 The Trustees of The RAMC Charity (the Charity) commissioned this independent governance review in December 2025 following concerns raised by the Charity’s members regarding the adequacy of decision-making and oversight by the previous Board in relation to a number of significant grants and expenditures.
1.2 In commissioning this review, the Trustees acted consistently with the principles of Ethics and Culture, Managing Resources and Risks and Board Effectiveness set out in the Charity Governance Code (2025 edition), and with their duties under the Charity Commission’s guidance CC3 (The Essential Trustee) and CC8 (Internal Financial Controls for Charities) to ensure that internal control and assurance mechanisms are effective. The Board’s commissioning of this review forms part of the response to restore member confidence, improve transparency, and ensure governance arrangements align with recognised best practice.
1.3 The review has been undertaken not as a disciplinary or fact-finding investigation, but as a strategic governance exercise to establish recommendations for improvement. The purpose is to examine whether decisions regarding specific funding projects were appropriately recorded, conflicts were properly managed, and grant oversight and controls were adequate. It is important that the Board and members distinguish between (i) allegations of wrongdoing and (ii) governance weaknesses and mismanagement risks arising from inadequate processes.
2. Scope of the Review
2.1 The review focuses on four projects undertaken between approximately 2018 and 2025 (together, the Projects):
2.1.1 A memorial garden located within the Royal Hospital Chelsea infirmary; 2.1.2 An oral history project with the University of Oxford; 2.1.3 Funding of Royal Army Medical Service (RAMS) regimental accoutrements; 2.1.4 A one-off grant to the Museum of Military Medicine for a digitisation project.
2.2 The review focuses on responsibility in a governance sense: whether decisions were taken in compliance with trustee duties, whether appropriate systems and safeguards were in place and whether the Board collectively discharged its oversight function. It does not seek to determine culpability or personal blame – that is a matter for the Board whether it wishes to go further to examine the specific conduct of former trustees. Moving into attribution at an individual level would be a different exercise and it is not something that is required in order to meet the Charity’s regulatory obligations.
2.3 We understand the present Board wishes to be candid with the Charity’s members about historic shortcomings, while seeking independent confirmation that no criminal activity has been found. This report therefore couples frank findings with a governance improvement programme, to reassure members that lessons have been learnt and will not be repeated, and to demonstrate how Board oversight will operate in practice going forward.
3. Intended Audience and Use
3.1 This report has been prepared for the trustees of the Charity. It is also intended to be shared with the Charity’s members at the upcoming AGM (June 2026) to support transparency and accountability. It is legally privileged and confidential to the Board and the members, though it may be shared with the Charity Commission or other regulators as evidence of the trustees’ proactive approach to governance and safeguarding assurance, where necessary.
3.2 As noted, where findings or recommendations are expressed, they are directed at governance systems and culture rather than individuals. Implementation responsibility lies with the Board.
3.3 At the time the review was commissioned, the Board comprised a combination of newly appointed trustees and two continuing trustees from the previous Board, both of whom hold office on an ex-officio basis in accordance with the Charity’s governing document, and are not voted in by the Charity’s membership.
4. Executive Summary
4.1 This executive summary sets out the principal findings and recommendations of the governance review.
4.2 The review has not identified any evidence of fraud, dishonesty, or bad faith. The Charity’s objects, at the time of the original decisions, were (and continue to be) sufficiently broad to encompass all four Projects. However, the historic governance framework did not consistently meet the standards of collective responsibility and board effectiveness expected under the Charity Governance Code. Across the Projects, the review identified recurring governance failings, particularly in relation to:
4.2.1 the consistency and quality of board records evidencing decision-making, undermining the Board’s ability to demonstrate its reasoning and protect itself against criticism; 4.2.2 the management and mitigation of conflicts of interest, with limited evidence of systematic recusal, quorum exclusion or independent oversight; 4.2.3 the absence of any or coherent grant making documentation; 4.2.4 an overreliance on trust, rank or individual expertise as a substitute for collective Board oversight; and 4.2.5 the lack of ongoing monitoring and assurance once funds had been committed.
4.3 The trustees at the time were accountable for ensuring decisions were made with proper documentation, conflict management and monitoring – regardless of whether tasks were delegated to officers, committees or individual project leads. A governance model built on trust and informality does not displace trustee fiduciary duties.
4.4 In certain instances, only a single trustee had operational oversight for a project, rather than the Board as a whole. This limited distribution of responsibility increased the risk that questions such as “who decided what, and why” could not later be answered. Where the audit trail is missing, the Board cannot demonstrate that it exercised independent charitable judgment.
4.5 Where multiple trustees held overlapping roles with recipient bodies or connected RAMS establishments, the Board is accountable not merely for noting conflicts, but for actively mitigating them (by recusal/quorum exclusion/independent review). Across the four Projects, the records do not consistently evidence this.
4.6 Taken together, the Board may wish to prioritise the following actions to strengthen governance assurance and member confidence:
4.6.1 Embed documented decision-making discipline and collective trustee oversight consistent with the Charity Governance Code principles of Board effectiveness; 4.6.2 Implement a modern grant-making framework with standard documentation, including defined deliverables and review points; 4.6.3 Move to mitigation-based conflict controls; and 4.6.4 Strengthen project reporting and transparency through consistent templates, milestone-linked reporting and clear Board level assurance.
5. Methodology
The review combined documentary analysis, trustee interviews, and comparative benchmarking against charity best practice.
5.1 Documents reviewed: Available governance policies, board minutes, financial records, internal correspondence and project documentation (listed in Appendix 1) were reviewed on a desktop basis.
5.2 Interviews: Two interviews were conducted with trustees who were on the Board when the decisions to fund the Projects were made, on a non-attributable thematic basis to support governance analysis rather than to determine personal fault. The interview questions are listed in Appendix 3.
5.3 Benchmarking: The Charity’s framework was assessed against the Charity Governance Code and Charity Commission guidance.
5.4 Scope: The review examined systems, processes and culture on the Board, rather than focusing on individual conduct. It did not investigate any specific allegations but assessed whether governance arrangements were adequate to prevent and address the types of concerns raised by the members.
6. Limitations
6.1 The review relied on documents and accounts provided by the Charity and did not include direct observation or independent verification of practice. Accordingly, the findings should be read as indicative rather than evidential of operational compliance.
6.2 The review is limited by the documentation available. Where historic minutes, supporting papers or written authority trails cannot be located, the report cannot confirm with certainty the full reasoning, alternatives considered, or exact conflict mitigations applied at the time. This lack of an auditable record is itself a material governance finding.
7. Overall Policy and Governance Framework
7.1 The Charity’s overall policy and governance framework has historically been light-touch. At the time of this review, the Charity appears to have only a very limited suite of policies in place (with some documentation drawn from external sources and/or still in draft, and therefore not clearly evidenced as having been formally approved by the Board), with a corresponding reliance on customary practice and individual experience rather than a consolidated and controlled policy manual.
7.2 This incomplete policy framework places the Charity in a vulnerable position. Even where decisions were taken in good faith, the absence of a consistently applied policy suite can make it difficult to demonstrate that decisions were taken with defined approval thresholds, documented decision discipline, and clearly articulated controls.
7.3 In practical terms, these gaps make it harder for the trustees to evidence that key governance disciplines were properly applied, including that conflicts were actively managed and mitigated (not simply declared) and that proportionate oversight and monitoring were built into major commitments. The result is that the Charity can be exposed to criticism from members (and, where relevant, regulatory scrutiny) precisely because it cannot clearly show – through its policies and their application – how robust trustee oversight operated in practice.
7.4 In parallel with this review, it is noted that the Charity is in the process of adopting a strengthened Governance, Risk & Compliance framework. The Board has recognised the need for (among other things) a grant-making policy and standard documentation, a conflicts of interest policy and register, a scheme of delegation/approval thresholds, standing financial instructions and a risk register, to ensure governance is documented, auditable and consistently applied. A draft consolidated manual is currently in development, which is capable of meeting Charity Commission expectations and recognised best practice if adopted and embedded.
8. Application of the Charity Governance Code
8.1 The Charity Governance Code provides a widely recognised framework for assessing governance effectiveness in charities. It sets out eight core principles: foundation principle; organisational purpose; leadership; ethics and culture; decision-making; managing resources and risk; equality, diversity and inclusion; and board effectiveness. The Code is voluntary, not prescriptive, but is endorsed by the Charity Commission as a tool for charity boards to measure their own practice and identify areas for improvement.
8.2 This review applied the Code as a comparative benchmark to assess the Charity’s governance systems. In applying the Code, we have focused on the principles most directly engaged by the Projects and the themes arising from the review – namely the foundation principle, ethics and culture, decision-making, managing resources and risks, and board effectiveness. The general principles are considered below, followed by a high-level overview and the findings of each Project.
8.2.1 Foundation principle: The expectation is for trustees to invest the time and care to understand the Charity, their legal responsibilities, the governing document and public benefit, and to uphold standards of good governance, including active conflicts management.
The Charity’s mission and purpose is clearly articulated and there is strong alignment between the Charity’s objects and grant-making activities. However, historic practice reflected reliance on individual experience and customary practice, rather than a complete, consistently applied governance framework, creating avoidable gaps in baseline governance assurance.
8.2.2 Ethics and culture: Charity trustees should agree and demonstrate standards and values that shape behaviours and culture, take concerns seriously, and be open about how governance works. Appropriate policies are expected to be in place and conflicts managed in a way that demonstrably puts the Charity first.
Across the Projects, the review identified recurring concerns about governance assurance and member confidence driven by the lack of a consistent governance framework being applied in practice. Prior to the commissioning of this review, there is limited evidence that the Board had actively explored opportunities to investigate or address concerns raised regarding the Projects. Nor is there clear indication that the Board undertook regular self-assessment or considered potential improvements, such as organising trustee training or similar initiatives.
8.2.3 Decision-Making: The Board is required to make effective decisions with the right information, within a clear delegation structure, and to track, review and learn from its decisions. Clear minute-taking is important to capture the rationale for decisions and actions.
The review identified inconsistent evidence of structured charitable analysis and decision discipline across the Projects (including limited contemporaneous documentation of evaluating options, proportionality/value for money, and the rationale for certain key decisions). This increases the Board’s exposure to challenge because the record does not consistently show how robust oversight operated at the time.
The Code emphasises that effective decision-making depends not only on robust systems of control but also on balanced judgement – where strategic and cultural considerations are given equal weight alongside operational delivery. Strengthening the link between major project decisions and the Charity’s governance assurance mechanisms would enable the Board to exercise a more holistic view of organisational resilience, encompassing both delivery and demonstrable governance. Developing a structured “lessons learned” mechanism, which shares aggregated insights from previous grant funding decisions, would demonstrate the Board’s accountability and desire to continue learning, reinforcing both internal confidence and external credibility.
8.2.4 Managing resources and risks: The Board is responsible for stewarding and allocating the Charity’s resources, identifying risks to achieve the Charity’s aims, and seeking assurance that risks are properly managed through proportionate controls and monitoring.
In all but one of the Projects, the review identified control weaknesses consistent with this principle, particularly the absence of standard grant controls (including a grant agreement with milestone-linked payments and structured monitoring) and over-reliance on informal “corridor conversations” once funds had been committed.
8.2.5 Board effectiveness: The trustees must work collectively, use time effectively, and apply appropriate challenge and scrutiny. Where trustees hold additional roles, reporting lines and accountability should remain clear.
The review identified examples where trustee confidence in individual expertise (or senior ranking individuals) was substituted for collective scrutiny and structured monitoring, reducing the Board’s ability to demonstrate robust challenge and oversight across complex or high-value commitments.
Embedding a more systematic approach to board evaluation and development would help ensure that the Board models the same balance of resilience and care that it seeks to promote throughout the Charity and the wider RAMS service.
Regular reflection on governance tone and trustee behaviour would also reinforce the message that effective oversight includes how the Board leads, not only what it oversees.
8.3 Conclusion to the Governance Code Analysis
8.3.1 Overall, the historical Board shows partial alignment with the Code. The review indicates that the Charity has a clear charitable purpose and trustee engagement in principle. However, the Charity has not consistently evidenced the policies, controls and assurance mechanisms that the Code expects boards to have in place, and the translation of governance principles into lived practice is lacking.
8.3.2 In particular, the review findings highlight recurring weaknesses across the Projects – such as limited evidence of structured charitable analysis being recorded, over-reliance on informal assurances, and conflicts risks not being clearly evidenced as mitigated. This indicates a gap between governance intent and demonstrable governance practice against the Code’s emphasis on behaviours, clear processes and assurance.
8.3.3 The Charity’s next challenge is therefore one of implementing and embedding improved governance arrangements and ensuring that the strengths of its governance structure are consistently reflected in how policies and decisions are executed and understood by the Board. The aim is for trustees to be held accountable for the decisions of the Board, both individually and collectively.
9. Findings by Project
9.1 Memorial Garden located within the Royal Hospital Chelsea infirmary
9.1.1 The memorial garden originated as a proposal from a serving medical officer (not on the Board) to commemorate the history and contribution of the RAMC. The proposal was developed as a commemorative garden to be displayed at the Chelsea Flower Show and then relocated to a permanent public site. The project was promoted to the Board as both a public-facing awareness initiative and a lasting memorial, and was subsequently adapted following the cancellation of the Flower Show during the Covid pandemic, with the completed garden instead being installed at the Royal Hospital Chelsea.
9.1.2 The available records demonstrate that the project was considered by the Board over a number of years, including ring-fencing of funds and staged decisions as projected costs evolved. Decisions taken in response to the cancellation of the Flower Show, including the relocation of the garden, were considered and approved. The memorial garden was delivered at a cost of £294,283, including associated launch event costs, and remains in use in line with the Charity’s objects. As the garden is located within the Royal Hospital Chelsea infirmary site, access is necessarily controlled, reflecting the operational and safeguarding requirements of the site. While the garden is not open for unrestricted public access, it is accessible to members of the public by prior arrangement, and remains in use as a commemorative space consistent with the Charity’s purposes.
9.1.3 The review did not identify evidence of inappropriate expenditure or a failure to apply charitable funds for proper purposes. However, governance weaknesses were identified, including:
(a) inadequate contractual documentation with Royal Hospital Chelsea, notwithstanding the records of minutes; (b) inadequate evaluation of the social benefit of the garden which would accrue to the Charity’s beneficiaries; (c) reliance on informal “corridor conversations” outside Board meetings; and (d) incomplete written authority trails for payments to Royal Hospital Chelsea and a lack of financial controls.
9.1.4 This is considered a mismanagement issue rather than a misapplication of charitable funds, with no financial loss identified.
9.1.5 It is recommended that the Board minute a formal ratification confirming that the project is complete and no further financial exposure remains, that ownership and maintenance arrangements with the Royal Hospital Chelsea are in place, and that the garden is in use and accessible to the public. The trustees may also consider taking steps to promote awareness of the garden among the Charity’s beneficiaries to maximise its social benefit.
9.2 Oral history project with the University of Oxford
9.2.1 This ongoing multi-year project (total commitment of £375,000, payable in five instalments) was intended to capture and preserve the lived experiences and oral history of RAMC personnel. The project was developed in collaboration with the University of Oxford, which was engaged to provide specialist academic expertise, with the long term intention that recordings would be preserved for research and educational use.
9.2.2 The Charity entered into a grant agreement and a data sharing agreement in December 2021 with the University of Oxford, containing clear provisions on the permitted use of funds, monitoring and reporting, withholding and suspending payments, and IP ownership. There was a significant gap in time between the initial funding decision and the formalisation of these arrangements, which contributed to a loss of momentum in structured Board oversight during the intervening period.
9.2.3 The Museum of Military Medicine was agreed to be the repository for the project, to ensure accessibility to the public. Two of the trustees of the Charity were also on the Board of the Museum at the time the funding decision was made, one of whom is currently the Chair of the Museum’s Board of trustees.
9.2.4 While the project was underpinned by detailed contractual documentation, there are weaknesses in the governance record demonstrating collective trustee decision making. The review found that:
(a) the project was technically complex and the individual leading the project on behalf of the Board lacked the specialist expertise to assess whether the funding was proportionate to the outcomes or whether progress was reasonable. The Board relied heavily on the expertise and assurances of this individual trustee (who effectively acted alone as project lead, negotiator and interpreter of performance) with insufficient documented challenge or collective oversight, which has rendered the decision to fund the project on an ongoing basis vulnerable to criticism by the members; (b) there is limited evidence that entry into the agreements, or subsequent scope drift/under delivery, were formally approved by the full Board or pursuant to clearly delegated authority; (c) the absence of adequate records creates uncertainty as to whether conflicts associated with overlapping trustees were appropriately identified, declared and managed; and (d) monitoring against agreed milestones and outputs weakened over time, with under delivery only becoming apparent at a relatively late stage which in turn prevented appropriate course correction during the grant period.
9.2.5 We understand the current trustees have suspended the final instalment of £75,000 pending an internal assessment of performance and contractual compliance to determine whether further payments are in the Charity’s best interests and whether recovery rights may arise. A preliminary meeting with the University, led by the Charity’s new Chair, has now taken place which has surfaced a fundamental misalignment between the Charity’s expectations of the project deliverables and those of the University. It is likely that this matter will now be subject to the mediation process set out in the grant agreement. It is recommended that the trustees formally record their decision as to continuation, variation or termination based on that assessment.
9.3 Funding of RAMS Regimental Accoutrements
9.3.1 A contribution of approximately £390,300 was made towards the purchase of regimental accoutrements for the amalgamation of RAMS. The request originated via the AMS Regimental Board (which later became the RAMS Regimental Board). The three Regimental Corps charities were asked to contribute towards the accoutrements. Each charity considered the request independently, with the trustees of the Charity forming the view that the funding was within the Charity’s objects.
9.3.2 The proposal was presented as time-critical and was justified on the basis that the new regiment required appropriate accoutrements for ceremonial and operational purposes, which could not be delivered within the required timeframe through the public purse due to limitations within the military supply chain. As RAMS did not have a bank account at the relevant time pending its formal establishment, payments were made directly by the Charity to private uniform suppliers.
9.3.3 The review has identified that, following a degree of public and ministerial scrutiny, the Ministry of Defence (MoD) offered the Charity a reimbursement, if funds could be made available for the accoutrements expenditure at a later stage. This offer, however, was not taken up by the sitting Board at the time. The Board were ultimately satisfied that the expenditure fell within the Charity’s objects, however the review identified material governance weaknesses, including:
(a) overlap between Charity trustees and individuals involved in AMS/RAMS regimental governance bodies and procurement discussions, giving rise to conflicts of interest and conflicts of loyalty which are not clearly evidenced as having been declared or mitigated through exclusion from quorum or recusal, as required by Article 67 of the Charity’s Articles of Association; (b) a lack of meeting minutes evidencing a structured charitable analysis, including consideration of public benefit, substitution of public expenditure, value for money and proportionality; (c) the absence of formal grant documentation or a clear written authority trail for payments made, exposing the Charity to avoidable risk; (d) overreliance on informal assurances and operational urgency to justify decision-making; and (e) a decision to decline a subsequent offer of reimbursement from the MoD without a clearly documented rationale or record of alternative funding routes or mitigation options being fully explored.
9.3.4 As a consequence of the governance and record-keeping gaps identified above, it is difficult to demonstrate that the trustees expressly recognised and addressed the distinction between the interests of RAMS on the one hand and the independent interests of the Charity on the other. While the trustees formed the view that the expenditure was within the Charity’s objects and aligned with the needs of the regiment, the available records do not evidence any assessment of why the decision was, in itself, in the best interests of the Charity, having regard to its own strategic objectives. Although the interests of the regiment and the Charity may overlap, they do not automatically align and the review did not identify a clear contemporaneous analysis demonstrating that an independent charitable judgement was made on this basis.
9.3.5 The review also identified a structural tension in the rationale for declining the subsequent offer of reimbursement from the MoD. The original funding decision was justified on the basis that the Charity was required to act swiftly to bridge a temporary logistics and procurement gap within the military supply chain. Having done so, it is difficult to identify a clear charitable rationale for refusing repayment once the opportunity arose to return the Charity to the financial position it would otherwise have occupied had public funding been available in the required timeframe. In interview, it was suggested that the decision not to pursue reimbursement was influenced by concerns that doing so might invite retrospective scrutiny or criticism from members as to the propriety of the original funding decision, particularly if the funds were later reimbursed by the public purse. The review did not identify evidence that the decision to decline reimbursement was supported by a documented assessment of whether recovering the funds would nevertheless have been in the best interests of the Charity, as distinct from considerations relating to the reputational position of individual trustees or the perceived defensibility of the original decision.
9.3.6 In light of the review findings, it is recommended that the trustees re-engage with the MoD to seek reimbursement, irrespective of outcome, to demonstrate that the new Board is using its best efforts to restore the Charity’s position and mitigate regulatory risk. Failing to pursue recovery now would expose the trustees to legitimate criticism that the Charity has not taken a straightforward, reasonable step to attempt to restore its financial position.
9.4 Museum of Military Medicine Digitisation Grant
9.4.1 The digitisation project arose from a direct request from the Museum of Military Medicine. The project was approved as a lump-sum payment of £205,000 to support the preservation and digitisation of RAMC historical collections held by the Museum, with the stated aim of improving long term preservation and access for researchers and the public. The project was approved on the basis of competitive quotations and a long standing relationship between the Charity and the Museum.
9.4.2 The decision to fund the project was sufficiently minuted. However, the review identified:
(a) conflicts of interest due to trustee overlap between the Charity and the Museum, with declarations made but limited evidence of trustees being consistently excluded from decision-making or quorum (this is particularly concerning given that one of the Charity trustees is currently the Chair of the Museum’s Board of trustees); (b) significant control weaknesses in the structure of the funding (a substantial lump-sum payment was made without a written grant agreement, without clearly defined restrictions, deliverables or milestones, and without staged drawdown linked to progress); (c) a substantial proportion of the grant remaining unspent, creating risks around public benefit delivery; and (d) uncertainty regarding future public access arrangements, particularly where digitised materials may be placed behind paid access models.
9.4.3 Given the degree of trustee overlap between the Charity and the Museum, the absence of formal contractual controls significantly weakens the Charity’s ability to demonstrate independence, monitor delivery and enforce the proper application of funds.
9.4.4 It is therefore recommended that an arms-length written arrangement be put in place between the Charity and the Museum to clarify permitted use of funds, delivery milestones and outputs, monitoring and reporting, and public access. Once a written arrangement is in place and progress against it can be assessed, the Board can then determine whether recovery of funds, variation of purpose or redesignation is required to ensure that charitable funds are properly applied and that trustees have effective oversight. We are not advising immediate recovery. Rather, we recommend for the Board’s focus to be on regularising the position and relationship, strengthening oversight, and establishing a clear evidential basis for any future decision.
10. Recommendations for Board Consideration
10.1 Overview
10.1.1 In addition to the project-specific remedial actions referred to above and in light of the governance issues identified more broadly in the review, the following recommendations are presented for the Board’s consideration.
10.1.2 Given the nature and scope of this governance review – which focused on specific Projects rather than a full operational audit – it is recognised that some of these recommendations may already be in progress, may have been superseded, or may not be relevant in all contexts. They are therefore offered to assist trustees in reflecting on assurance, consistency, and alignment, and to support the Board in determining where further clarification or testing of assurance may be appropriate.
10.1.3 Governance Framework
As currently being implemented, adopt a strengthened governance framework in accordance with Charity Commission expectations and best practice, primarily encompassing (but not limited to) the following:
(a) A grant-making policy; (b) A conflict of interest policy and register of interests; (c) A scheme of delegation and approval thresholds; (d) Standing financial instructions; (e) A risk register.
10.1.4 Decision-making discipline
In terms of decision-making and Board management, no material funding decision to be implemented without:
(a) a clear board minute and supporting documentation; (b) clear authority for the trustees/the Charity to act; (c) conflicts and recusals being explicitly recorded.
10.1.5 Documentation
All future grants to be subject to written agreements, regardless of relationship or history with the recipient, with any variations to project scope being clearly approved in writing. For multi-year funding, it is recommended that documentation includes defined review points which may include a decision for the Charity to continue, suspend or discontinue funding.
10.1.6 Conflict management
Move away from ‘declaration only’ to a more robust ‘mitigation based’ conflicts management, including:
(a) excluding conflicted trustees from quorum and recusing conflicted trustees from meetings where appropriate; (b) keeping an up-to-date central register of interests, to be circulated before each trustee meeting; (c) involving external advisers where overlapping interests is widespread on the Board.
10.1.7 Monitoring and assurance
Introduce standard reporting templates (with clear obligations on the grant recipient to produce reports). The Board may also adopt instalment/milestone-linked payments for significant expenditure and schedule regular Board reviews for all major projects.
11. Summary
11.1 The review has demonstrated that trust, military rank and individual expertise, while valuable on the Charity’s board, cannot replace the need for strong governance. Only well-defined processes can effectively safeguard beneficiaries, trustees and the Charity itself. As a result, a cultural reset is recommended to ensure governance standards are prioritised and consistently applied.
11.2 While the review identified some instances where individual trustees took a more prominent role in driving forward the decisions, it is equally true to conclude that the shortcomings were, in substance, a collective failure of Board oversight and challenge. It is possible for the Board to delegate particular tasks or areas of responsibility to individual trustees, however the scope and limits of this delegation must be explicitly stated. Any trustee who is given specific responsibility must accept full accountability for that duty and must regularly report their actions, progress and decisions made to the entire Board. This ensures that all trustees remain informed, have the opportunity to contribute their perspectives, and that decision-making remains a collective process. The Board’s focus going forward should therefore be on strengthening the Charity’s collective decision discipline and accountability.
11.3 The matters identified relate primarily to historic governance weaknesses, rather than evidence of fraud, dishonesty or bad faith. From what we have observed to date, the current trustees are engaging constructively with the review, with the stated aim of embedding clearer decision-making discipline and improved oversight arrangements. The recommendations in this report are offered to assist the Board in reflecting and tackling the key themes identified through this governance review and to provide members with the reassurance that the trustees are discharging their fiduciary duties through demonstrable governance in practice. The recommendations are designed not only to address the specific Projects but to strengthen the connection between governance and lived experience – ensuring the Charity’s systems reflect and support its charitable purpose.
Wedlake Bell LLP 18 May 2026
APPENDIX 1 – DOCUMENTS REVIEWED
- Governing documents 1.1 Articles of Association
- Policies (incomplete or in draft) 2.1 Conflict of Interest Policy (with annexed declaration of interest template) 2.2 Investment Policy statement 2.3 Risk management policy (with annexed risk register template) 2.4 Dispute procedure
- Project documentation 3.1 Grant Agreement between the Charity and Oxford University (signed) (22.12.21) 3.2 Data Sharing Agreement between the Charity and Oxford University (signed) (21.12.2022) 3.3 Oral History Project Reports from Oxford University (2023, 2024, and 2025) 3.4 Samuel Brothers invoices relating to RAMS accoutrements 3.5 Oxford University invoices relating to the Oral History Project 3.6 Royal Hospital Chelsea and Rosebank Landscaping invoices relating to the Memorial Garden 3.7 Museum of Military Medicine invoice relating to the digitisation project
- Other 4.1 Various internal correspondence (dated 2025)
APPENDIX 2 – CHARITY COMMISSION GUIDANCE CONSIDERED IN THE REVIEW
- “The Essential Trustee” (CC3): https://www.gov.uk/government/publications/the-essential-trustee-what-you-need-to-know-cc3
- Conflicts of Interest: A Guide for Charity Trustees (CC29): https://www.gov.uk/government/publications/conflicts-of-interest-a-guide-for-charity-trustees-cc29
- Charities and Risk Management (CC26): https://www.gov.uk/government/publications/charities-and-risk-management-cc26
- Internal financial controls for charities (CC8): https://www.gov.uk/government/publications/internal-financial-controls-for-charities-cc8/internal-financial-controls-for-charities
