The extension of corporate criminal liability under the Crime and Policing Act 2026 (CPA) is a significant development for the charity sector, building directly on reforms introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA).

The ECCTA as the foundation

The ECCTA marked a shift away from the traditional “directing mind and will” test, introducing a broader “senior manager” test for certain economic offences.

Alongside this, it created the failure to prevent fraud offence, which came into force on 1 September 2025 and applies to large charities that do not have adequate procedures in place to prevent fraud by associated persons.

For more information about failure to prevent fraud read our blog. 

These reforms recognise that decision-making in modern organisations is often decentralised and seek to ensure that liability reflects how authority is exercised in practice.

The CPA: A further extension

The CPA takes this approach further. From 29 June 2026, the senior manager test will apply to all criminal offences, not just economic crime.

This has three important consequences for charities:

• exposure is no longer limited to financial or economic crime.
• liability may arise across the organisation’s full range of activities.
• unlike the failure to prevent fraud offence, there is no equivalent “adequate procedures” defence.

Who is a “senior manager”?

A senior manager is someone who plays a significant role in:

• making decisions about how a substantial part of the organisation is managed, or
• actually managing those activities.

In a charity, this may include:

• chief executives and executive directors.
• senior leadership team members.
• heads of functions (for example finance, fundraising or services).
• programme or regional leads with operational autonomy.

The focus is on actual decision-making authority, not job title.
Interaction with the failure to prevent fraud offence

Many charities have been considering their economic crime controls in connection with the changes brought in by ECCTA outlined above.

The CPA is broader as it applies to all offences. Together, these regimes reinforce expectations of robust governance and control.

Practical implications

Charities should now:

• identify senior managers in practice: map where real decision-making sits.
• reassess risk: extend beyond fraud to all areas of potential criminal exposure.
• review governance: ensure oversight reflects operational reality
• build on existing work: align with fraud prevention and internal controls.
• raise awareness: ensure senior staff understand the implications of their roles.

Potential risk areas include safeguarding, health and safety, data protection, fundraising practices and regulatory compliance and reporting.

Conclusion

The CPA continues a clear legislative direction initiated by the ECCTA: a move towards broader, more realistic attribution of organisational liability.

For charities, the key message is that liability is no longer confined to trustees or the board. It extends to those exercising meaningful decision-making authority in practice.

Ensuring that governance and oversight frameworks reflect that reality will be central to managing risk in the current environment.

If you have any questions please contact Rachel McDonnell, Claire O’Reilly or Matthew McGarvey.

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The Employment Tribunal (ET) has delivered its latest judgment in MacLennan v British Psychological Society, confirming that charity trustees are not “workers” and are not entitled to whistleblowing protection.

The case followed the BPS’s removal of its former President Elect, Nigel MacLennan, after allegations of persistent bullying, which he denied. He argued that he was subjected to detriment for raising serious governance concerns and should have been protected as a whistleblower.

The ET originally dismissed his claim on the basis that he was a volunteer. The Employment Appeal Tribunal (EAT) later found that the ET had placed too much weight on his unpaid status and sent the case back for reconsideration of two questions:

1. Is a charity trustee in a position analogous to an employee or limb (b) worker for whistleblowing purposes?
2. If not, does a trustee nevertheless fall within “some other status” under Article 14 of the European Convention on Human Rights (ECHR), giving them a route to discrimination protection?

Both the Secretary of State for Business and Trade and the Charity Commission intervened, reflecting the case’s considerable public importance.

The Tribunal has now delivered its findings, significant for charities, trustees, and anyone involved in charity governance. In doing so, it has closed the door on whistleblowing rights for trustees… at least for now.

Key findings of the Tribunal

1. Trustees are not employees or limb (b) workers: 

The Tribunal ruled unequivocally that charity trustees do not fall within the statutory categories of “worker” or “employee” and therefore cannot bring whistleblowing detriment claims under Part IVA of the Employment Rights Act 1996 (ERA 1996).

The reasoning was clear:

• Trustees are not paid and do not have economic dependency on the charity.
• They are not subordinate to the charity but sit in governance and oversight roles.
• Their role is voluntary and does not expose them to dismissal or economic vulnerability—the risks whistleblowing legislation is designed to mitigate.

2. Not affording trustees with whistleblowing protections has a legitimate aim under Article 14 ECHR:

The Tribunal accepted that trustees do hold an “other status” for Article 14 purposes and that they are treated less favourably than workers.

However, the court felt that this difference in treatment is legitimate, proportionate and justified because:

• Trustees would otherwise be claiming funds they have a fiduciary duty to protect, effectively litigating against themselves and their peers.
• Many charities operate with minimal resources, and whistleblowing claims could threaten their viability.
• Extending worker based protections to trustees would distort the purpose of whistleblowing legislation.
• Trustees are not left without protection, as the Charity Commission provides investigatory and enforcement routes, including a whistleblowing helpline. 

Consequently, trustees cannot rely on Article 14 (protection from discrimination) to claim that they have a right to whistleblowing protections.

Why this matters for charities

This judgment has clear implications:

1. Trustees still cannot claim whistleblowing protection.
2. Voluntary governance roles are legally and structurally distinct from employment. This reinforces a long standing legal principle that trustees: 
   •    hold oversight, not operational roles;
   •    are autonomous rather than subordinate; and
   •    should rely on regulatory, not employment based, avenues for raising concerns. 
3. Reinforces the notion that charity trustees are volunteers and are not afforded worker protections.
4. The pressure now shifts to Parliament to legislate on whether to extend whistleblowing protections. 

Following the latest ruling Mr MacLennan resigned his post citing the ‘impossible fiduciary position’ of trustees. As a first-tier decision the judgement is not binding so on different facts a future tribunal may come to the opposite conclusion. For now, charities can take some reassurance from the clarity of this ruling, but they should still ensure that trustees have safe internal routes for raising concerns and that no trustee is penalised for doing so.

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