Darley Dale Town Mayor, Cllr Ingrid Pasteur, tells us that the town council has handed over the running of the Whitworth Centre to a company, Whitworth Centre Limited (Matlock Mercury, March 1).
The body corporate of Darley Dale Town Council (all 12 members) is the sole trustee of the Whitworth Trust and, as such, can choose how it wants to run the Whitworth. Cllr Pasteur and some other councillors, seem happy to leave the running of the Whitworth to the board members of Whitworth Centre Limited. Cllr Pasteur will doubtless tell us that seven town councillors sit on the board of Directors, but this then raises the question of conflict of interest. Are these seven councillors voting in the interest of the sole trustee (the body corporate of the town council) or as members of the board in the interest of the company?
The ultimate responsibility for the well-being of the trust lies firmly with the body corporate of the town council, irrespective of any group or body to which the council chooses to delegate any responsibilities. At present there are few, if any, formal checks or controls exercised by the town council in its role of sole trustee over the activities of Whitworth Centre Limited. It is also a matter of concern regarding conflict of interest that the seven councillors who are directors of Whitworth Centre Limited, are also able to form a majority on the town council and therefore determine the outcome of deliberations of the body corporate.
The town council should not allow itself to think that it has no further role to play as it has handed over running of the Whitworth to a company. As sole trustees of the Whitworth, the town council cannot simply abandon its responsibilities, among which are duties of care and prudence, and it should at the very least be following the recommendations and guidance given to corporate trustees details on the Charity Commission’s website.
The town council should ensure that its own systems of control are rigorous and constantly maintained and be prepared to exercise its existing right of reversal or veto, over any decisions made by the directors of Whitworth Centre Limited. In addition to regularly receiving and discussing minutes of ordinary meetings of Whitworth Centre Limited, or indeed any group or body they have delegated any powers to, all Darley Dale’s 12 councillors should meet formally in public sessions as the body corporate and sole trustee of the Whitworth at least two of three times each year to review the operation of the trust.
It is recognised good practice for trustees to report matters which they think may cause a significant loss of funds or potentially pose a significant risk to a charity’s beneficiaries, resources or reputation, as soon as possible after they become aware of such matters. While charities may trade more or less freely in pursuit of their charitable objectives, there are restrictions. Charities may not engage in such commercially-oriented trades where a significant risk to their assets would be involved. Cllr Oakley was, therefore, absolutely correct to bring his concerns before the full council.
The minutes of the February town council meeting show that ten councillors were present. Of these, three Cllr Oakley, Morrison and Atkin, voted in favour of the Cllr Oakley’s resolution calling for a halt on significant spending and a review of the operation of how the Whitworth is currently being run. One councillor – Cllr Brookes, abstained. Only one of the three councillors who voted in favour of resolution, Cllr Oakley himself, is a member of the board of Whitworth Centre Limited. The remaining six councillors present at the meeting – Cllrs Pasteur, Diggle, Bettany, Bullock, Walker and Kennion, voted against the resolution.
Significantly, of these six all but Cllr Bullock are members of the board of Whitworth Centre Limited. These five councillors effectively voted against a review of their own activities as directors of the Whitworth Centre Limited.