EXCLUSIVE: C&G insiders turn on trustees for 'unethical sale'

Leaked documents reveal governing council was 'kept in the dark' about the sell-off. Allegations of bullying and intimidation at the privatised company emerge.

The privatisation of City & Guilds, a 150-year-old Royal Chartered institution, has sparked fury amongst insiders who say they were completely “blindsided” by the deal.

Following reports by The Guardian and this journal, the charity’s former CEO, Kirstie Donnelly and finance director, Abid Ismail, both received million-pound “golden hellos” from the new Greek owners following the sale.

We now know that the bonuses were awarded after the sale of the City and Guilds of London Institute’s (CGLI) commercial companies. The admission was contained in a statement dated 2 January issued by the residual charity, which has been rebadged as the City & Guilds Foundation.

The move is controversial because the acquiring company’s UK arm is loss-making and its Monaco-based owner, Byron Nicolaides, has been identified by investigative journalists as having interests in offshore tax havens. There is no suggestion of wrongdoing by the new owners regarding the acquisition process.

Since these revelations, serving employees, governing council members and former colleagues of the chair, Dame Ann Limb, have spoken out about the “unethical sale”, saying that the “whole debacle raises serious concerns about the integrity of the governance process and what staff and council members should have been told about the trustees’ plans”.

Leaked documents from City & Guilds whistleblowers reveal the lengths to which Donnelly and the seven trustees went to avoid scrutiny of the sale. Internal minutes of governance meetings held since April 2025 make no mention of the sale or the progress of the bid with PeopleCert.

It is possible these issues were covered in “verbal strategy updates” provided by the Chair and CEO, but if so, they do not appear to have been minuted or redacted in the documentation. Key sources present at these meetings said they had not been verbally informed until “a telephone call on the day before the public announcement.” Another insider added that Limb, Donnelly and Dick Palmer, the charity board’s vice-chair, “insisted on the utmost secrecy.”

In a statement, the interim CEO of the City & Guilds Foundation, Mike Adamson, said that all the correct governance processes were followed, including approvals by regulators:

‘During the 30-month process, the trustees engaged in regular dialogue with relevant stakeholders including government. The Charity Commission, Privy Council and the appropriate regulators, with appropriate approvals also being granted.’

Both boards are sticking to the line that the sale represents not only a ‘strengthened and sustainable financial base’ for both entities in future, but that the privatisation of assets will ‘help the charity to expand its role as a social investor and change maker in skills and education.’

A senior source at one of the UK’s qualification regulators said they were only approached by C&G executives in “June or July [2025] and we were told to keep it quiet. We couldn’t carry out any due diligence checks until they had confirmed the buyer,” the source said.

However, after PeopleCert were later confirmed as the buyer, the source added: “From the due diligence checks we carried out, there were no red flags. The credit reference agency had a score of over 90%.”

This means regulators had only a few weeks to carry out the necessary checks during what CGLI themselves have confirmed was a 30-month process.

‘A Pattern of Behaviour’

Worryingly for Dame Ann Limb and Dick Palmer, former colleagues of both C&G trustees have compiled a “dossier” to be submitted to mainstream media over the coming days, detailing alleged “incompetent dealings” in other charities and companies in which both individuals have been involved at board level since 2000.

It has emerged that one of these companies, the National Extension College (NEC), chaired by Limb, was acquired by a struggling non-profit organisation, LSN, that subsequently went bust in November 2011. The NEC was previously in good financial health. While some of its trustees were “uneasy” about the sale, it was “down to Limb’s personal insistence that the merger, which was really a takeover, should go ahead”, according to one senior executive at the NEC.

After LSN's takeover, Dr Ros Morpeth, who had previously been the CEO of the NEC, stepped in voluntarily to save the organisation. Heroically, Morpeth revived the charity following LSN’s collapse, for which she received an OBE in 2015 for services to further education. After the acquiring company’s collapse, she told FE Week that the NEC had no reserves, but we got very good support.”

The source, who was close to the NEC and UFI-Learndirect, where Limb was CEO in the early 2000s, added:

“If you look back through Ann’s extensive CV, her Wikipedia page, and her personal website, she makes no mention of her time as Chair of the NEC and the botched sale she forced through. Why omit the fact? Given recent revelations, is this a pattern of behaviour?”, the source said.

The current vice chair and honorary secretary of City & Guilds is Dick Palmer. Several FE sources were in contact over the festive period about his involvement as a founding director of Gazelle Global Ltd. The short-lived FE membership body went into insolvency in 2018 following sustained criticism about its activities and “poor value for money” to colleges.

Trade unions had raised concerns about the initiative after it emerged that while subscriber colleges were making significant job cuts, Gazelle was “raking in” more than £3 million. A source close to the matter said, “Dick likes playing the role of entrepreneur, except that instead of doing it with his own money, he wastes public money.”

Several City & Guilds insiders have expressed concern about Palmer’s behaviour. An elected council member of CGLI, Neil Bates, said he was content to go on record about his dealings with the vice-chair of the Trustee board. Bates said:

“I asked him [Palmer] directly whether anyone was benefiting personally from the sale, for which he said that was the right question to ask… Both [he and Donnelly] assured me that no one was benefiting personally and that all proceeds would go to the new C&G Foundation. We now know this was untrue. Kirstie added that this was a big moment for C&G and for her “on her journey.” I took this to mean she was stepping down after securing the charity’s future. What she meant was that she had secured her own”, he said.

When reminded of the updated statement by CGLI trustees, which identified that the bonus payments were made by the newly privatised City & Guilds company owned by PeopleCert, Bates added:

“There are no circumstances in which the Senior Executive of C&G LI should financially benefit from the sale of the charity’s assets.”

Allegations of Staff Bullying

Some of the most concerning allegations are those emerging from the privatised company about how some C&G Ltd managers have been treating staff.

Specific allegations centre on the Wakefield office, where several operational teams are based. A whistleblower made contact:

‘I wish to highlight a concerning shift in internal culture that coincides with these structural changes. There is currently a pervasive culture of bullying involving specific individuals in leadership positions. This appears to be a systemic issue; I am aware of several colleagues who have faced ultimatums of demotions and or paycuts or have even been forced out of the organisation entirely.

​There is a distinct pattern emerging where roles are being cleared from various UK offices and subsequently relocated to the Wakefield regional office. These positions appear to be filled by a specific “entourage” of individuals associated with the management in question. The Wakefield office where I am based is an extremely toxic environment.’

Other company sources based in Wakefield have corroborated this account, including naming the managers alleged to be involved in bullying. (These details, minus the identity of the sources, will be passed on to C&G Ltd).

Council Showdown

As offices go back to work after the Christmas closure period, several C&G insiders have said they are determined to force an independent review of the charity’s governance processes. One senior insider said:

“Ann and Dick’s positions are untenable. This is not about the legality of the move. It is about how they have behaved throughout this whole process. The way they deliberately blindsided the governors and stakeholders. We put them into those positions of responsibility to act in the interests of the charity, but they have clearly not done so,” the source said.

Leaked agenda papers of the CGLI Council show that the sale was not formally recorded in documents since April 2025. The Council’s secretary is listed as Chris Astles, C&G’s in-house lawyer, who is known to have been closely involved in dealings with PeopleCert and regulators. The Council is made up of the Corporation of London and 18 Livery Companies, up to 28 elected Councillors and 15 co-opted Councillors. The documents show that all meetings were quorate, with some vacancies unfilled.

The documents cite the Institute’s constitution. However, when these governance documents were searched for online, they could not be found. The same is evident with the amended Royal Charter, which is also unavailable for public scrutiny. For a £160 million-a-year organisation with 1800 employees, it is odd that so little corporate governance information is publicly available on the charity’s website.

Unanswered Questions

This whole affair has taken up far more of my holiday time than I had expected. However, as my mobile phone and social media account DMs lit up after the Guardian story broke, I felt I had a duty to report fairly on what people were saying.

I am no investigative journalist. And neither do I want to be. I am just someone who cares passionately about the FE and skills sector in the UK—I have dedicated myself to a career of 30 years plus, which, inevitably, was not always plain sailing. Leadership positions never are. Dame Ann Limb, Dick Palmer, Abid Ismail and Kirstie Donnelly should not be held to any standard other than that which applies to all trustees and senior executives in public life: the Nolan Principles.

My own track record shows that I do not suffer those who try to take the public and taxpayers for fools. Unlike some other education sector leaders, I refuse to be clubbable, and I’ve turned down honours in the past because I see them as essentially rewards for loyalty and cronyism rather than public service. The senior, well-paid jobs and the social status that come with these roles should be enough, not the pursuit of lottery-style cash windfalls or gongs, which Oliver Cromwell famously referred to as mere “baubles”.

It helps, and it is awkward at the same time, that I know C&G and many of the individuals involved in this story. It pains me, however, to see these turn of events. Several of my colleagues and I in the FE sector are shocked that individuals we have known and respected over the years do not appear to have lived up to the values we thought they stood for: openness, transparency and integrity.

Charities in Britain are a precious construct. To serve as a CEO or a trustee on a non-profit board is to take a moral oath that you will put selflessness and public service at the heart of everything you do. In pursuit of public service, the seven trustees should not hide behind the fact that CGLI is not a public-sector body. Even its commercial entities relied heavily on taxpayers’ money.

It is for readers to judge whether the appropriate ethical standards have been displayed in this case. In the meantime, the following questions remain unresolved:

1. Will the sale price be made public so that independent observers can assess whether C&G’s commercial assets were sold off at market value?

2. Where does the liability for the pension fund deficit sit?

3. What happens to the reputation of City & Guilds’ name if the private entity in future should fail?

4. How can the C&G staff be treated better than they have been recently, while recognising the need to retain skilled jobs in the UK?

5. Will the former CEO and the FD of the charity donate their million-pound “bonuses” to the Foundation?

6. Will the Trustees and governing Council learn from this episode and make changes to their processes and procedures in future, including bringing in new independent trustees?

7. What will happen to the chair and vice-chair? Are their positions still tenable?

City and Guilds were contacted for comment before publication. The interim CEO, Mike Adamson, emailed: ‘We have provided comprehensive responses to the questions you have raised, alongside a clear statement, and do not intend to comment further at this time.’