Decision

Charity inquiry: The Players Foundation (formerly ‘The Professional Footballers’ Association Charity’)

Published 19 May 2026

Applies to England and Wales

The charity

The Players Foundation (‘the charity’), formerly known as The Professional Footballers’ Association Charity, was entered onto the register of charities on 11 January 2013. It is a charitable company limited by guarantee and was incorporated at Companies House on 8 January 2013 (registered company number 08352024). The charity’s entry can be found on the register of charities. The charity’s origins are linked to two unincorporated charities - The Professional Footballers’ Association Benevolent Fund and The Professional Footballers’ Association Educational Fund, which wound up and transferred their respective assets to the charity after it had been registered.

The charity’s governing document is a memorandum and articles of association dated 8 January 2013, which was later amended by a number of special resolutions. The objects of the charity include but are not limited to:

‘To advance the education of beneficiaries. To promote good health amongst beneficiaries. The relief of such beneficiaries and their dependants who are in conditions of need, hardship, and distress and find themselves in necessitous circumstances. To support and promote community participation and healthy recreation.’

Relationship with The Professional Footballers’ Association

The charity had a long-standing close relationship with a trade union - The Professional Footballers’ Association (“the union”). The union is not a charity, rather it is the trade union for all current and former footballers in certain football leagues.

The Commission does not regulate trade unions. Financing the activities of a trade union is not a charitable aim and the trustees of a charity doing so may be responsible for a misapplication of charitable funds. In this case, there was a historic understanding between the charity and the union, dating back to the inception of the charity, that 80% of the activities of the union were activities undertaken on behalf of the charity to further its charitable aims. Those activities included coaching and education. The charity undertook to pay approximately 80% of the union’s annual operating costs on an ongoing basis. As a result, approximately 80% of the salaries of union staff, including those of its senior executives, were funded by the charity through a recharge arrangement. This arrangement was not formalised in a written contract despite the significant sums involved or the length of time the arrangement was ongoing. In the financial year ended (‘FYE’) 30 June 2018 the charity paid approximately £6 million to the union through the recharge arrangement. Approximately £5 million of that sum was payment towards the union’s staff costs. The charity employed no staff of its own and relied on the union for most of its operational activity.

The charity received most of its funding as a result of an arrangement made between the Premier League and the union. Through that arrangement, the charity received payment of considerable funds each year from the Premier League. For example, in FYE 30 June 2018 the charity received approximately £25 million from the Premier League. There was an agreement between the union and the Premier League which set out how the charity should use the funding, but the charity itself was not party to that agreement. The charity also received payment of approximately £2 million per year from the Football Association by similar arrangement.

The trustees

The individuals who held the position of trustee of the charity during the period in which the events and decisions referred to in this report occurred, are referred to collectively in this report as ‘the trustees’. The trustees were collectively responsible for their conduct during the periods in which they held their position as trustee. The periods served by each trustee varied. Those periods are available for review on the Companies House website. The underlying arrangements which give rise to the findings of mismanagement in this report were in place for a number of years. One of the trustees was appointed shortly before the Commission began its regulatory engagement with the charity in November 2018.

During the period in which the events and decisions referred to in this report occurred, appointments to the board of trustees of the charity were made by a variety of mechanisms as required by its governing document. Two of the trustees were ex officio appointments. This is because, at that time, the governing document of the charity stated that both the chief executive officer and the director of finance of the union would automatically hold the role of trustee of the charity. The governing document also required that a further two trustees be nominated by the management board of the union. Five trustees were to be co-opted by being appointed by the other trustees of the charity.

A number of inherent conflicts of interest arose from the multiple roles held by the charity’s trustees. For example:

• the two ex officio trustees were employed as senior executives at the union – the entity the charity was paying around £6 million to each year through the recharge (around £5 million of which was for payment of 80% of the salaries of union staff)
• the ex officio trustees were also directors of PFA Enterprises Limited. PFA Enterprises Limited is a trading subsidiary of the union
• three other trustees held positions on the union’s business advisory committee. That committee set the salaries of union staff – including its senior executives

These conflicts were particularly relevant to some of the issues referred to in this report.

Issues under investigation

On 23 November 2018, the Commission opened a regulatory compliance case into the charity to explore regulatory concerns about the charity’s relationship with the union. This followed national media interest in the charity and a complaint made to the Commission suggesting non-compliance in the administration of the charity. The Commission found several regulatory issues that required its further investigation. These included concerns about the governance of the charity regarding identifying and managing conflicts of interest; and the extent to which the trustees were acting in the best interests of the charity and managing its resources responsibly. The regulatory compliance case also examined concerns about the financial management of the charity, including whether there had been appropriate decision making in relation to the charity’s expenditure, and the adequacy of internal controls to protect its funds.

The regulatory compliance case conducted a books and records inspection and met twice with the trustees. It also met with the charity’s auditors. By June 2019, the Commission had formed the view that there were failings by the trustees that were sufficiently serious to propose that an official warning be issued to them. The Commission gave notice to the trustees of its intention to issue an official warning and the reasons why it intended to issue the warning at that time.

The Commission’s intention at that time had been to issue the official warning with a schedule of remedial actions for the charity and, from there, to continue its engagement with the charity through the regulatory compliance case. In accordance with its obligations under the Charities Act 2011 (“the Act”), the Commission gave opportunity for the trustees to make representations about its intended regulatory action. The trustees made representations and the Commission carefully considered these. It concluded, in December 2019, that it would not be proportionate to issue the official warning at that stage and that further investigation was needed. The Commission went on to decide to further examine its regulatory concerns within the framework of a statutory inquiry (‘the inquiry’). On 20 December 2019, the Commission opened the inquiry into the charity, under section 46 of the Act, to examine:

• the charity’s relationship and transactions with other entities and whether they are in the best interests of the charity

• whether the charity’s activities have been exclusively charitable and for the public benefit

• the administration, governance and management of the charity by the trustees with specific regard to how conflicts of interest have been dealt with and managed, and whether or not there has been any unauthorised trustee benefit

• whether or not the trustees have complied with and fulfilled their duties and responsibilities under charity law

The trustees, as they are expected to do, cooperated with the inquiry in regard to providing information and responses.

The independent review

The inquiry agreed with the trustees that an independent review into the charity’s management and governance should be commissioned by the charity. The potential for there to be such a review was first raised by the trustees in correspondence with the regulatory compliance case. The inquiry and the trustees agreed a number of matters in connection with that review, such as who would be appointed to conduct it and the terms of reference the review would operate within. The terms of reference included examination of matters relating to several of the regulatory concerns the inquiry was examining. The independent review was conducted by an experienced charity lawyer. It began on 14 April 2020 and issued its final report of findings and recommendations on 27 November 2020. Thereafter, the trustees implemented those recommendations and the inquiry monitored their implementation.

The findings and conclusions set out in this inquiry report are those of the Commission’s statutory inquiry. The findings and conclusions of the independent review were considered by the inquiry and, where relevant, are cited in this report.

Publication of the inquiry report

The closure of the inquiry has been delayed for several reasons including the time taken to process decision reviews and litigation linked to the regulatory actions taken by the Commission during the inquiry. Litigation against the Commission’s actions finally concluded on 22 January 2025. The inquiry closed with the publication of this report.

Findings

The charity’s relationship with a non-charitable entity

Trustees have a duty to ensure that they manage their charity’s resources responsibly and that charitable funds are being used solely for charitable purposes. Through the recharge arrangement referenced earlier in this report, the charity paid the union a significant part of the charity’s income each year. This money was paid for the services the union delivered for the charity. For example, during FYE 30 June 2018 the charity paid approximately £6 million to the union.

There was no written contractual agreement between the charity and the union setting out what services would be delivered in return for this considerable sum of charitable funds. Instead, the monies were paid via the recharge mechanism at the end of each financial year, by which the charity paid for approximately 80% of the union’s costs. Despite this arrangement having been ongoing since the charity’s incorporation in 2013, it was only after the Commission raised regulatory concerns about it in April 2019 that steps were taken by the trustees to determine whether it provided value for money for the charity, or whether paying 80% of the union’s costs represented wholly charitable expenditure. In their engagement with the inquiry, the trustees maintained the position that the review, which they completed after the Commission raised its regulatory concerns with them, demonstrated that the recharge arrangement had been to the advantage of the charity.

Whilst the recharge mechanism meant that no payment was made by the charity until after the services had been delivered, the independent review of the charity noted that “none of the trustees could recall [the recharge arrangement] ever having been challenged, reviewed or analysed” (prior to FYE 30 June 2019) and that they relied on their professional accountancy advisors to advise them on such matters. The independent review found that the trustees had not fulfilled their duty to ensure the charity’s assets were being used in the most appropriate way because they had not reviewed the charity’s financial relationship with the union.

The inquiry found that, whilst it was reasonable for the trustees to place a degree of reliance on advice received from professional accountancy advisors regarding this issue, the overall responsibility to review these arrangements, to ensure they were in the continued interests of the charity, could not be delegated by the trustees. The inquiry also noted that the trustees had opted to use, over the course of several years, the same audit firm for the charity as was being used by both the union and by PFA Enterprises.

The failure to review the recharge arrangement over several years was a failure which the trustees were responsible for. This was a failure in duty by the trustees to act in the charity’s best interests and to manage the application of its considerable financial resources in a responsible manner. This was mismanagement in the administration of the charity by the trustees collectively. The inquiry also found that more care should have been taken by the trustees to ensure that it was clear to members of the public which entity they were interacting with. For example, the charity did not have its own website and instead the charity was only referenced on a page of the union’s website.

As a result of the inquiry and the independent review, the trustees implemented a number of changes to ensure a proper separation of the charity from the union. The union is no longer able to appoint trustees of the charity and there are no longer ex officio trustees. Several new trustees were appointed during the inquiry (who are not responsible for any of the failings referred to in this report). The charity is no longer using the union to deliver its services and the change of the charity’s name (which was nearly identical to the union’s), along with having its own distinct web presence, makes the separation between the union and the charity clearer for those interacting with either entity. The separation of the charity from the union has also meant that the charity no longer receives the funding it had previously received from the Premier League and Football Association. The charity has adopted an alternative funding model for the future.

The transfers of £1.9 million

One of the factors that prompted the opening of the inquiry was concern regarding £1,906,760 (‘the £1.9 million’) being received into the charity’s bank account on 31 July 2017 from the Football Association which was not reported in the charity’s annual submitted accounts for that period (FYE 30 June 2018). Those accounts were approved by the board of trustees and signed on their behalf by the then director of finance of the union, Darren Wilson (‘Mr Wilson’), in his role as trustee of the charity. Mr Wilson is a qualified accountant.

On 20 December 2019, the inquiry set out in writing to the trustees its concerns about the unreported receipt by the charity of the £1.9 million. The charity’s income in respect of funding from the Football Association had been relatively consistent in the years preceding the £1.9 million. It had received £1.9 million from the Football Association in FYE 30 June 2016 (which was reported by the charity), £1.8 million in FYE 30 June 2017 (which was also reported) and £1.9 million in FYE 30 June 2018. In FYE 30 June 2018, the charity’s income, as reported in its accounts, was approximately £1.9 million less than in the preceding years. In response, the trustees informed the inquiry that the funds had been mistakenly transferred out of the charity’s bank account to a fund of the union (‘the accident fund’). The inquiry was informed that this incident occurred when Mr Wilson mistakenly determined that these funds should have gone to the accident fund. On 29 March 2018, two of the trustees were responsible for approving a bank transfer of £1,000,000 to the Accident Fund and a further transfer on 6 February 2019 of the balance of £906,760. Once this issue had been raised with the trustees by the inquiry, the union authorised a bank transfer of £1,906,760 to repatriate the funds to the charity on 6 February 2020. The inquiry was informed that interest had been calculated and paid to the charity to account for the period the funds were outside of the charity’s custody.

In representations made by the trustees in response to the inquiry’s notice of intention to disqualify Mr Wilson from being a trustee and issue the charity with an official warning, the inquiry was provided with an alternative explanation regarding the £1.9 million. That alternative explanation was that those funds were not in fact the charity’s and instead belonged to the union but were held by the charity pending confirmation of their donation to the charity by the union. The inquiry found that this later explanation raised additional concerns as to why the union authorised the transfer of 6 February 2020 to repatriate those funds to the charity if they were not in fact the charity’s property. The inquiry noted that the financial statements of the union which were submitted to its regulator did not record the receipt of the annual circa £1.9 million payment from the Football Association as the Union’s income.

The inquiry found that the changing explanation provided regarding the £1.9 million demonstrated a lack of understanding and oversight over the charity’s monies. This poor financial management and controls presented a significant risk to the charity. £1.9 million is a substantial amount for any organisation to receive and then transfer without clarity as to whom the monies belong and why the monies were being transferred.  While this may not have resulted in any direct loss to the charity, and the charity reports having maintained a healthy surplus in its bank account to apply to charitable activities regardless, the poor financial management caused, or had the potential to cause, the charity reputational damage. The inquiry considered that this lack of financial control amounted to mismanagement in the administration of the charity.

The charity’s properties

The charity owns a number of properties in Manchester and London. The inquiry found that the trustees had allowed several of these to be occupied by related non-charitable entities on a rent-free basis and/or without a formal lease setting out the terms of occupation. This occurred over a period of several years. For example, one property was occupied on a rent-free basis since 2009 (during the period of the preceding unincorporated charities). The non-charitable entities occupying properties of the charity under these kinds of arrangements were the union and its trading subsidiary – PFA Enterprises. The specific issue with the basis of occupation (for example, whether it was rent-free; whether there was a formal lease arrangement; which non-charitable entity was in occupation; and how much of the floorspace of the property was occupied by the charity or by the non-charitable entity) varied across the charity’s four properties. Except for one of those properties (which was 50% owned by the charity and 50% owned by the union) the properties in question were wholly owned by the charity.

The independent review of the charity found that there had been a historic “failure to formalise the occupation arrangements between the charity and several other third parties in relation to its property assets” and that consequently there had been a failure “to protect the best interests of the charity”.

When interest was factored in, the total unpaid rent owed to the charity by these non-charitable entities amounted to over £627,000. It was not until April 2019 that the trustees began a process of valuation to establish the value of market rent lost to ensure the charity’s losses were remedied and draw up leases to regularise matters. This process was not completed until February 2021. The rent recovered, with interest, covered the period back to the charity’s inception in 2013 and, in the case of certain properties, as far back as registration of title in 2005.

Trustees have a duty to act in their charity’s best interests and manage their charity’s resources responsibly. In this case they failed to do so. That failing was even more serious because the non-charitable entities had several connections to the charity from which potential conflicts of interest arose. For example, two of the trustees held senior positions of employment at the union and were also directors of PFA Enterprises. The inquiry found that the relationship between these entities exposed the charity to unnecessary reputational risk. This is because non-charitable entities connected to the charity were allowed to derive benefit from these arrangements whilst the charity lost out on rental income until it was eventually repaid with interest. Allowing these arrangements, which are clearly not in the best interests of the charity, to continue over an extended period was mismanagement in the administration of the charity by the trustees who were in post during that time.

In seeking to challenge certain regulatory actions by the inquiry, the trustees took the position that, since a qualified solicitor had been present at all trustee meetings to take the minutes, it was reasonable for the trustees to have relied on that individual to identify the failing regarding the charity’s properties and bring it to the attention of the trustees. At the hearing of an appeal against the disqualification by the Commission of Mr Wilson from being a trustee, the solicitor in question gave evidence to the tribunal. In that evidence he confirmed that he considered he had been engaged by the trustees only to record minutes of trustee meetings and that legal advice had not been sought of him by the trustees. The inquiry found that the mere presence of a solicitor in a room when trustee meetings were held was clearly distinct from a situation where trustees sought advice from a qualified charity lawyer on a particular issue on which they had identified that advice was required. The inquiry did not find that there was any evidence that the trustees had sought any such advice on this issue and it would not therefore have been reasonable for them to have taken any comfort from the presence of a solicitor who was taking minutes at meetings.

Compliance with accounting requirements

Before submission of the accounts for FYE 30 June 2019, the trustees failed to ensure that the charity was properly accountable by failing to fully disclose related party transactions in its published annual accounts. For the purposes of accounting requirements, the union was a related party (Charities SORP FRS 102 2019 pages 190-192). As such, transactions between the charity and the union ought to have been reported as related party transactions in the charity’s annual accounts. The Commission wrote to the trustees on 4 December 2019 informing them of non-compliance with the Charities Statement of Recommended Practice (SORP) in the financial statements for FYE 30 June 2018. The trustees did not initially accept the Commission’s position on this matter. The inquiry was informed by the trustees that they had relied on advice from their auditors. The trustees went on to seek legal advice on the matter. In light of that advice, they accepted the Commission’s position and addressed this non-compliance in the accounts for the following financial year.

The failures to meet legal accounting and reporting requirements in the prior years resulted in a lack of transparency in the charity’s published accounts. Whilst the final responsibility for compliance rested with the trustees, the inquiry found that it was reasonable for the trustees to place a degree of reliance on professional accountancy advisors in relation to this issue. The inquiry did not find the failing to have been so obvious as to reasonably expect the trustees to have challenged the manner in which the charity’s auditors had presented this information. The charity has appointed a new firm of auditors.

The trustees addressed the failing in the charity’s subsequent annual published accounts by ensuring that related party transactions were properly disclosed from FYE 30 June 2020. For example, at note 17 of the accounts for FYE 30 June 2020 the remuneration of two then trustees, arising from the positions they held as chief executive and director of finance of the union, is disclosed.

Conclusions

The Commission concluded that:

• the trustees’ failure to analyse or review the recharge arrangement prior to the Commission’s engagement, and to formally review the decision to use the union to deliver the charity’s services on an ongoing basis over such a prolonged period of time, was a failure in duty by the trustees to act in the charity’s best interests and to manage its resources responsibly

• there was a failure by the trustees to appropriately manage and control £1.9 million of charitable funds that had been transferred out of the charity’s accounts

• the trustees permitted arrangements for occupation of the charity’s properties, which were clearly not in the best interests of the charity, to continue over an extended period

• these failings constituted mismanagement in the administration of the charity by its trustees collectively; and resulted in the disqualification of one trustee as referred to in more detail below

The Commission also concluded that there had been a lack of separation between the charity and the union. There was also a failure, prior to the accounts for FYE 30 June 2020, to disclose connected party transactions in the charity’s published accounts. As a result of the inquiry and the independent review, the trustees implemented a number of changes to ensure a proper separation of the charity from the union. Since 1 July 2022 the charity is no longer using the union to deliver its services.

Regulatory action taken

The inquiry took the following regulatory actions in relation to the charity and its trustees:

• disqualified one trustee, Mr Wilson, from being a trustee or holding a position in a charity with a senior management function for a period of 4 years in accordance with section 181A of the Act. Mr Wilson was a trustee of the charity and the director of finance of the union during the period in which the events and decisions referenced in this report occurred. As a result, he was disqualified for his role in the mismanagement identified above. The inquiry also used its powers under section 181B(4) of the Act to suspend Mr Wilson from being a charity trustee until any disqualification took effect. Mr Wilson appealed against his suspension and disqualification, resulting in hearings in the First Tier Tribunal (Charity) and the Upper Tier Tribunal over the course of several years. His appeal was ultimately withdrawn in January 2025. The period of disqualification is ongoing and will end on 14 August 2027

• issued an official warning to the charity on 7 September 2022 for the collective mismanagement by its trustees as described in this report. The official warning was published on the Commission’s website for a period of 1 year. The official warning acknowledged that the trustees had by that time taken steps to remedy the failings and set out additional remedial actions it considered ought to be taken by them. The trustees took legal action seeking to prevent the Commission from issuing the official warning. The trustees sought permission from the Commission – which was refused – and then the High Court to institute proceedings in pursuit of a declaration under s.1157 of the Companies Act 2006 that they should not be held responsible for the mismanagement cited in the Official Warning. The application was unsuccessful: after a hearing it was refused by the High Court in July 2022 (Batson v Charity Commission for England and Wales ([2022] EWHC 2609 (Ch))

• monitored the trustees’ implementation of the recommendations of the independent review

• met with the trustees at the charity’s premises

• used its information gathering powers under section 47 of the Act to gather information for the inquiry

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:

• trustees have a legal duty to manage their charity’s resources responsibly

• where a charity has a relationship with a non-charitable entity, there may be risks that the relationship affects the charity’s independence; that benefit to the non-charity is more than incidental; or that the charity may become engaged in pursuing purposes that are non-charitable. Therefore, charity trustees should actively manage and review such relationships. The Commission has published guidance to help trustees to manage their charity’s relationships with non-charitable entities

• conflicts of interest are more likely when a charity has dealings with organisations in which the trustees have interests. It is vital that trustees avoid becoming involved in situations in which their personal interests may be seen to conflict with their duties as trustees. Trustees should put in place policies and procedures to identify and manage such conflicts

• some individuals automatically become a charity trustee because of another role, position or office that they hold rather than being elected or appointed separately. This is often referred to as an ‘ex officio trustee’. A charity’s governing document would set out such roles, positions or offices that would automatically make an individual a trustee. Their appointment as a charity trustee would be tied to their other role – this could include a headteacher of a school or a local councillor. The same legal duties and responsibilities apply to ex officio trustees as they do for other charity trustees, and this includes the overriding duty to act in the best interests of the charity. Because ex officio trustees hold a position in another organisation, it is possible that this may give rise to a conflict of interest. These must be identified and managed