When cliques take over

This week:

⬆ Up

Entain plc — Entain CEO Stella David formally demanded the IFR rule that shirt sponsorships from unlicensed gambling operators breach the Gambling Act 2005. Entain owns Ladbrokes and Coral, so the commercial interest is obvious. Breaking ranks to name your own industry's quietly tolerated arrangements, whatever the motive, is still integrity in action.

Financial Reporting Council — On 12 May the FRC closed its eight-year Carillion enforcement programme with exclusions of up to 15 years for two former finance directors and bans of up to eight years for three other senior accountants. Four of the five accepted findings of reckless misconduct rather than litigating. Eight years is too long, but a regulator that grinds individuals to admissions is doing its job. The “I just signed what was put in front of me” defence is now visibly more expensive than telling the truth.

British Gas —Ofgem fined British Gas £20m over the forced prepayment meter scandal, more than three years after The Times's undercover investigation. British Gas accepted the fine and stated it had "treated this matter with the seriousness it deserves" and made changes to its practices. A £20m fine accepted without litigation and with a public statement of accountability is rare enough to stand out.

Charity Commission for England and Wales — Following its inquiry into William Blake House, the Commission identified two further connected charities, The Shoosmith Gallery and Steiner Friends, sharing the same trustees, and opened statutory inquiries into both. Three charities, one set of trustees, unauthorised payments to a trustee, and accounts not filed despite evidence of income. A regulator revealing exactly where integrity is lacking.

⬇ Down

But also…Charity Commission for England and Wales — The Parliamentary and Health Service Ombudsman found the Commission guilty of maladministration in its handling of two safeguarding complaints from Lara Hall and Damian Murray, prompting the Public Administration and Constitutional Affairs Committee to launch an inquiry on 1 May 2026. The Commission then commissioned a retired senior judge to review its own conduct and paid compensation to both complainants. A regulator that had to be dragged to accountability by Parliament and the Ombudsman before it acted is not a model of integrity. It is a case study in what happens when oversight has no oversight.

South Staffordshire Water — Fined £963,900 by the ICO for a breach that left the personal data of 633,887 customers on the dark web. The intrusion went undetected for nearly two years; only 5% of the IT environment was being monitored, and some devices were running Windows Server 2003, for which Microsoft ended support in 2015. Running critical infrastructure on software abandoned a decade ago is a governance decision, not an IT one.

South East Water — Chair and CEO both gone within a week of each other, following a Select Committee that declared no confidence in the leadership and described a culture of “obfuscating responsibility.” When a regulator has to remove your leadership before you accept you have a problem, the integrity conditions failed long before the departures.

Diocese of Southwark — A Kingston Crown Court jury on 11 May found that the Revd Jonathan Fletcher committed at least 16 indecent assaults over more than 25 years. Because Fletcher has dementia, only an absolute discharge was available. Survivor Lee Furney said complaints had been suppressed by "a self-congratulating subculture that has never repented." The Diocese of Southwark’s safeguarding failures in this case are a matter of record. Diocesan oversight is only as good as the willingness of those exercising it to act on what they know.

👁 Watch

University of St Andrews — Rector Stella Maris’s legal team alleges that Court members breached the Scottish Code of Good HE Governance in her January dismissal, including an undisclosed conflict of interest, and that more than a month after a formal complaint no internal investigation had been opened. A governing body that cannot investigate allegations about its own conduct has an integrity problem, whatever the merits of the underlying dispute.

Independent Football Regulator — Key provisions of the Football Governance Act 2025 came into force on 5 May, switching on the owners and directors suitability regime. The IFR's chair faces questions about previously declared political donations before a single enforcement decision has been taken. Independence that has to be defended before it has been tested is already compromised.

Every board has an official structure. It is written into the governing document, ratified at the AGM, and described in the annual report with appropriate confidence. The board meets, and directors, trustees, or governors vote on matters presented to the meeting for consideration. The minutes then record the collective decision.

But often boards experience something quite different happening in practice.

In a remarkable number of organisations across every sector, a smaller group operates alongside the formal board. Not by conspiracy, and rarely by design. It often emerges through familiarity: the long-serving members who have been around long enough to know which conversations matter and which are for show; or the informal exchange that happens before anyone sits down, where the temperature of the room is set before the agenda is read out.

When a small cluster runs the show, everyone else is just attending the meetings.

The distinction that matters is between a clique and a properly constituted sub-committee. Sub-committees are legitimate; they have terms of reference, transparent membership, and an obligation to report back to the full board. A clique is a sub-committee that forgot to ask permission and then conveniently forgot it hadn’t. Information flows selectively and board decisions start to be shaped before the board meeting takes place. People outside the inner circle learn, over time, that the formal meeting is not where things are actually decided, and start to adjust their behaviour accordingly.

This is where damage compounds. Those outside the inner circle become more deferential and disengaged. Those inside it tend to rationalise their position as efficiency. Both groups find a way to live with an arrangement that is quietly corroding the board's ability to function. By the time anyone names it, the social cost of doing so feels prohibitive.

New directors, trustees, or governors feel it first. They arrive with energy and a genuine intention to contribute, and they encounter something they cannot quite name: a temperature shift when they ask the wrong question, a sense that the real conversation has already happened. When a chair eventually is forced to restate roles, that restatement is often received with hostility, especially if it disrupts an arrangement that people have come to accept as the status quo.

The integrity gap is the distance between what a board commits to do and how it commits to do it, and what its members actually experience in the room. Where the information, the influence, and the decision-making flow in alignment with what the governing document says, the gap is negligible. However, if a new joiner could not understand from the formal record alone how decisions on that board are actually made, the gap between what is said and what is done is already significant.

This pattern appears with equal frequency in the boardrooms of listed companies, in the trustee bodies of charities, and in the governing structures of public institutions. The language differs. Of course the stakes differ widely. But the underlying dynamic does not. Wherever a small group controls the flow of information and the framing of decisions, the formal structure becomes decoration, and the people nominally responsible for governance find themselves ratifying conclusions they had no real part in reaching.

A coup is visible, at least eventually. A collective requires constant, unglamorous work often edging towards relational discomfort we Brits do our best to avoid. Thus, a clique is the “happy medium” that nobody chose and nobody claims ownership for. The clique does the most damage, precisely because it is unwilling to acknowledge its existence, power, or sway.

Genuine collective governance demands that every board member has eyes on what is happening, and has a safe and functional route to raise what they see. A board within the board does not usually survive scrutiny, but it will always survive the absence of it.

Most boards do not have access to the data that would tell them whether they are amidst a coup, a clique or a collective.  Board ORI® was built to provide exactly that picture: an independent, evidence-based assessment of whether your board's stated commitments and actual conduct align, and where the integrity gap sits.

Request a confidential conversation with our team at [email protected]. Pilot rates available.

The Anti-Slavery Collective co-founded by Princess Eugenie, raised £1.5m in donations in its most recent reporting year and distributed very little, carrying £1.3m forward. The Charity Commission opened a compliance case on 13 May 2026. Trustees say the reserves are prudent for an organisation building infrastructure for larger future programmes. Donors may feel they were told a different story.

1. If a charity raises money for an urgent cause and sits on most of it, has it broken faith with its donors or behaved as a responsible long-term steward?

2. Does a celebrity-fronted charity owe its donors a higher standard of distribution transparency precisely because the fundraising rests on a personal brand?​​​​​​​​​​​​​​​​

Leah Brown FRSA is the UK's leading specialist in organisational repair.