Lg] MOORE Kingston Smith THE WORWIN UK FOUNDATION (Limitsd by Guoranteel Charity No: 1037981 Company No: 02918910 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2020 'AAgJL8Ad* 17106r2021 COAIPANIES HIJJSE 25 #55 THE WORWIN UK FOUNDATION {Limited by Guarantee) Contents Page Trustees, Rewt Auditors, Report Statement of Finanrial Activibes Balar￿e Sheet 10 Cash Flow StslempAt Noles lo Financial ststern￿ts 12-17 THE WORWIN UK FOUNDATION (Limited by Guarantee) Trustees Report The charity Iru51ee5 present Ih&r Annual Rewi Ic*3ether with the Audited Financial Staiements for the year ended 31 De¢ernber 2020. This report is also a directors. report under s234 of the CompanEs Act 2(Y)6. In the pricf JEar the chanty ¢hanged its Jear end an¢J shcmtened il 10 31 Decw7b¥ 2019. to report on the chantys activities for a Ca￿ndar year in fulure a¢￿￿￿tr"n9 pgnryjs. Due to this. ¢omparative amojnts presenled in the finan(¥al stalements (Ir￿l￿J1n9 the relaled notes) are not entirety comparabl8. REFERENCE AND ADMINISTRATIVE DETAILS Company registration nurnber. Charity r•gistration number. Registered and Princi￿1 Office: 02918910 IEngl•nd and W*$} 1037981 (England and Wales) 66 Lin¢olnb Inn Fidds London WC2A 3LH Charity Trustees and Memb•rs of the Board The charity trustee5 seryed during Ihe year were as 101cy￿:. Anthony Franc￿ Graham Oliver McGinley Brian Moore Emily Braun Clay L￿9 Nan¢y Heather McCc¥Jrt James Meekison In this report and in the financial statements Trustee5- means the thartytruyte￿. for company purpos8$ are the dIT￿tOrS of the Charity. Auditorn Moore Kingston Smith LLP 60 Goswell Road London EC1M 7AD GOVERNING OOCUPAENT The Charity is a charitable company limited by guarantee, inco￿ted on 14 April 1934 and registered as a Charity on 25 May 1994. The company was established under a Memorandum of Association vthich established the objeclNe5 and powers of th8 charity and company ￿ 1$ govemed uThJ8r rts Articles ofAssLriatKJn. Th8 current Artic￿ of Associatson We￿ adopted 13 October 2019. Page 1 THE WORWIN UK FOUNDATION (Limited by Guarantee) Trustees Report AIMS AND OBJECTIVES OF THE CHARITY Thè Charity is govemed by its Art¢cles of ASS￿1¥1￿￿ and was establtshed exdusively to benefit charilable organisations and causes througlK)ul the wcdd. More specrfully. ihe Truslees have deuded to focus on or9arMsations actively seeking to imrKove the environment, earty childhood education and assistance lo senicffs. The Charity is the kneficiary of o substanti* Wcy wthich must be disbursed by 2032. While the aims and objectives of the Charity remain unchanged. the amoun15 to be given away are subslantial. To faalitate Ihis task, the Board has bean expanded. Granting and Invgslmenl Committees have been eSta￿lsbed and. through a J￿nt Services Agreement wth a related charitable organizats.on in Canada. an admini&rative supw)rt gn)up has been made avail*Jl8. 80ARD OF TRUSTEES The Charity may by Ordinary resoluticffl appL¥nt a person vtho is %wlliNJ to act as a trustee either lo fill a vacancy or as an at1ditional trustee. The maximum and minimum number of truslees shall bè detèmined by the Charity, bul unless an unb"I w fixed there shall be no maximum numbw and the minimum number of trustees shall be ihretr. There were no changes to the board in ￿r. GRANT MAKING POLICY With the support of the administrative group. the Granting Cunmittee revie•¥S and recommends grants. in Ihose areas of ¢haritsble activity previously described. for consKlwation and approval by the Trustees. FINANCIAL REVIEW AND ACHIEVEMENTS AND PERFORMANCE Dumg the yeaf. the Charity realised a furtFEr £55.4 million of the legacy. prim￿lY from the receipt of cash in March. Inte￿$t income amounted lo £240.578. In May the Charity transferred USD $204.3 million to its Investment Advisor for investment in managed funds. Invesbnent gains of £13.9 million were offset by net losses on foregn ¢￿hange of £9.8 million. Grants amounted to £1.603.977 and the￿ no addth.onal grant cornmitrnents. RESERVES POLICY There are rKJ reserves and it is expected that all of the assgts of the Charity will ￿ experthd by 2032. Unrestricted fund5 al 31 Dec 2020 are £168.8 rnlkon12019 £166.3 millwy)). INVESTIAENT POLICY Early in the year the Inveslment Committee rec(¥nmend8d. and the Trustees agwd. Ihe appointrnent of Mercer (Canada) Limit￿ to provide investment ttfflsulting seryices and Mercer Limited to manage the investment in Proprietary and Ihird-party pooled funds. An amount of USD $204.3 mill￿n 7Kas transferred to Mer¢er Limited in May 2020 and at 31 De¢ember the account balance was USO $222.2 rn￿1￿]n. Expressed n GBP. the amounts were £165.2 million and £162.6 million. ￿SpeCtIVe1y. PLANS FOR THE F￿VRE The Trustees exped th* granting *ryll be substants"altry increased. Estirnates over the next three years are 2021- £7.5 million. 2022- £19.0 milion and 2023- £24_0 milh"on. Page 2 THE WORMN UK FOUNDATION {Limit•d by Guarantee) Trustees Report PUBLIC BENEFIT The Tru51ee5 have been enc¢)uraged lo ￿ad the stsndard guKlance prodU￿d by the Chanty Commission, parbcularly documents PB1. P82 and P83" and to rsfer to the guKlance ¢onS￿ering grants to be awarded. PRINCIPAL RISKS AND UNCERTAIMTIES FACING THE CHARrrY Grantlng Rlsk Gtven the magnttude of the kgacy and the inlenticffl lo dthirse all of the assets ol the Charity by 2032. there is a risk the Tnjstees may not be able to idenbfy ne* grant T￿pIentS in gJffI￿nt numbers or of suifKient size. Exchan9e Rate Rijk The Trustees have decided that, although the Charity reports in slerting, ihe currency that besl accommodates the investment and granting progfams the dollar. STATEMENT OF TRUSTEEE RESPONSIBILITIES The trustees are reSp￿stA8 f(x preparing the Trusle85' Repyt arKJ the finan¢ial statements in &cordance ￿th applicable law and Unrted Kingdom A¢¢ounlmg StarKlards (UK Genèrnlty AC￿Pt•d ACC￿n￿n9 Practice). Company law requires the trustees lo prepare financial Statements for each finanual wr. Under that law the trustees have elected to prepare the finanoal statements in accordance Unrted lfj"ngdom Generally Accepted Accounting Pra¢ti¢e Iuniled Kinglom A¢¢wnling Stsndards and appltable law). The financial stalem$nts are required by law to glve a Irug and f•"r view of thè statÈ of affairs of the charity and of the income. expenditure and fina￿la1 a¢b"vilie$ of the charity for that period. In preparin9 these financial stalemeftts. the trustees are ￿qUired to.. . select suitable accounting polic￿ th￿ appty them consistenty. observe the fflethods and principles in the Charit￿S SORP,. make iudg¢mgnt$ and ¥sts"males thal are rea$onabl$ and prudent; prepare the financial slalements on the ￿l1Vj ¢oncem bass unless it is inappropriate to pfftsume that the charity wl continue in business. The irustees are responsible for keepirvJ prcyw accounting records disclose *ith reasonable accuracy al any lime the financial position ol the charity and to ena￿e them to ensure Ihat ihe finar￿la1 statements compty with the Companies Acl 2006. They are also respon￿ble for saf&Juarding the assets of the charity and hence for taking reasonable steps for the prevention and detecticrfTr of fraud and tts irTegulaTities. Di5clogure of infomiation to auditoffJ So far as the trustees are aware, there is Th) ￿levant audrt Infon￿at￿n of whth the companls a￿li10r$ a￿ unaware. The Iruslees have tsken all steps that they ought to have taken a5 trustees in (xder to make Ihemsefves aware of any relevant avdil information and to establish that the CoMpan￿S auditor5 are aware of that infcffmatron. Page 3 THE WORWIN UK FOUNDATION (Limited by Guarantee) Trustees Report STATEMENT OF TRUSTEE'S RESPONSIBILMES (Conlinued) The finan¢ial statements have been prepared in ￿C(￿darte with the special pr￿lSIl￿S of Part 15 of the Companies Act 2006 felalirvj to small companies. Audito It is proposed that M￿)re Kingston Smith be reappclnted as the ensuing year. On b8half of the Boafd of Trustees Brtan Moore Tru51ee Data 0910612021 Page 4 INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF THE WORWIN UK FOUNDATION Op5nlon We have audited Ihe finarKial statements of The WoThwn UK Fourmjabon fthe tharitable ¢ompany') fr*r the year ended 31 D￿ernber 2020 whTrth compnse the Statement of Financial Activities, tho Balan¢0 Sheet. the Cash Flow Slatwnent and notes to the finanaal siatements. including a summary of svJnificant accounting policies. The financial reporting framthvtyk that ha$ been applied in their preparation 15 applicable law and Unrted Kingdom A¢¢wntsng Stsndards, induding FRS 102 'The Financial Reporting Standard Applicable in the UK and IrelarHJ' (Unrted Kingdom Generally Accepted A¢¢ounting Practice). In our opinion the finanaal slateThnts'. give a true arKI fair view of the state of the charrtable ccthpany'$ affairs as at 31 December 2020 and of its incoming resources and appliCat￿n of resources, including its income and expenditure. for the year then ended: have been proper￿ prepared in accordance wilh United Kingjcrfn Generalty A￿p￿1 Accryjnting Practi￿. and have been prepared in acC￿danCe ￿th the requirernents of the Companies Act 2006. aasls for opinion Wè conduct8d our audrt in aeeordance v￿h 1ntemab.onal Standards on Audiling IUKI (ISASIUKII and applicable Lwi. C*Jr reswnsib1lit￿S under those standards a￿ further described in the Auditor's Responsibilities for Ihe audit of financial ststements secb.on ol wr rep)rt. We are independent of the charitable eompany in accordance with the ethical reqU1￿MentS that are relevant lo our audit of the finanrAal statemen15 in the UK, including the FRC'S Ethical Slandar¢J. and we have fuffille(1 Dur other elhical fesponsibiltties in accordance with these requirements. We believe that the audit evidence we have obtained 15 sufficient and appropriate to provide a basis f(Y Lw opini￿. Concluslons relatlng to goln9 concern In audibng the financial statements. we have ¢￿￿ule0 thatthe trustees, use ofthe going con￿rn basis of accounting in the preparabon of the finanaal sL*ments is appTopriale. Based on the work we have perfomied, we have not Identif￿ any material uncertainties relating to events or condltions thal. indNidualty ly collectivety, may Cast ggnth¢anl doubl on the charitable company's ability lo continue as a wn9 concem a pèrth of at least h¥efve months from ¥then the financial statements are authorised for issue. I￿r responsibilities and the ￿ponsIbIlitieS of th8 tntstees wlth respect to g(xrMJ concem are descrthd in the rekvant sections of this report. Oth•r informatlon The other infomiat¢on comprises the infomiab.on induded in Ihe annual report, ￿r than the frnanaal statements and OUT auditorfs re￿rt thereon. The trustees a￿ ￿SponsIb* for tl* other infomation. Our opinion the financial StsleM￿ts th)es not tovèr the ￿er inlomiation and. except to Ihe extent otherwise explicitly stated in our rewi. we do not express any form of assurance conclusion thereon. In connection with our audit of the finanual statements. our responsibilTrty is to read the other informalion and. in doing so. con&def whether the other information is malerrally inconsist8nt wrth the financial stalements or our kno￿edge oblained in the audit ￿ Othe￿Se ap￿rS tt) be rnalerialty misstslgd. If we identify such material incongslencies ty apparent material misstatement$. Wo are roquired to determine whether there is a matwial misstalement in the financial statements or a matersal misststement ofthe othef information.11. based on the work ￿ have perfc*med, we conclude that there is a rnalertal mi5slalern￿t of this other informati￿. we are required to rewt Ihal fact. We have nothing to re￿i in this regard. Page 5 INDEPENDENT AUDITORS. REPORT TO THE MEMBERS OF THE WORWIN UK FOUNDATION Oplnion$ on oth?r matters prescribed by the C¢rnp¥nies Act 2006 In our opinion. based on the work Und￿tsken in the course ofthe audit.. the infomiatson given in the trustees, annual rewt lor the finartial year for whrch the ffinancial stslements are prepared is consistent ¥•ith the financial statements., and the trustees. annual report has been P￿Pa￿ in a￿ordanCe aFplicable leg requirements. M¥ttevs on which we are r•quir•d to r•port by •xc•ption In Ihe l¢ght ofthe knovAedgo and Lmdw51andirbJ ofthe charitable company and itSenvi￿rnent obtained in the course of the audrt. we have not identified material misslatements in the tN$tee$' annual report. We have nothing to report in respect of the folkw4ing mattws where the Companies Acl 2006 requires us to r8port to you if. in (xjr Opini￿.. adequate accounbng records have not been kept. or ratum$ adequ*e for our aLwJf( have not been received from branches not vi$ited by us.. *y the financial statements are not in agreement wlith the accounling ￿ordS and retums: or certain disdosures of trustees. TeMunerat￿n speufied by law are not made., or we have not rec&ved all the infomiation and explanations we require for our aLhJit.' or the trustees were not entrtled to prepare finan¢ial stslemerts in 8¢¢ordanee vAth the Small companies regime and take advantage of the small companies exemption in preparing the Trustees, Annual Report from p￿paring a Strategic ReporL R•sponsibilities Of tN$te¢s As explained wrK>re fully in the trustees, ￿spOnSIbl11￿eS statement set out on page 3. the trustees (who are also the direclors of the chariiable company for the pufposes of company lawl a￿ responsble for tha preparalion of the financial siatements and f(￿ being satisf￿d Ihat they gNe a true and fair view, and for such intemal control asthe trustees detennine is necessary toenable the preparab'on of financial slalemenls Ih3t are free from malpJial misstatement. wthether due to fraud or error. In preparing the financial statements. ihe trustees are rèsponsible for assessing the Charitable company's ability to ¢tintsnue as a going ¢on¢em, di￿10$1￿j, 35 applicab￿, matters related lo going concem and using the going concem basis of accounling unless the trustses wther intend to liquidate the charitable ¢ompany L)r to ¢eas¢ owralion5. or have no realist￿ altemabve bul to do so. Auditorfs rBsponsibililies for the audit of the financial statements Our objectives are to obtain rea9)nable assurance about whether the finanoal statements as a whole are free from material misststement. whether due to fraud or wor, and to issue an auditorfs report that includes our ¢)pinion. Reasonable assurance is a hKJh level of assurance. but is not a guarantee that an audit conducted in accLYdancèwrth ISAS {UK) will ak¥8ys ￿et￿t a rnat￿al misstaternentwhen it exists. MisstatÈmenls ¢an arise from fraud or error and are congdered material if. indwidually or in aggregate. they could reasonab￿ b• exp8eW to influerte the e￿nOrn￿ decisions of Use￿ taken on the basis of these financial statements. Irregularities, induding fraud. a￿ inslances crf non-¢omp&arKe with laws and wulatiCAts. We design procedures in line wrth OUT re5ponsibililies, oullined above. to detect material misstatements in respect of irregulafib"es. induding fraud. The exlent lo which our prrKedures are capable of delecting I￿egularit￿S. including fraud is detailed below. Explanation as lo whal exient the atsdtt was eonslderad eapablè of detecting irwul•rities. including frnud The objectives of our audil in re¥ttl of fraLKI ar•.. to Klentrfy and assw the ri$ks of matsrial misstatemgnt of the finanual stalwnenls due lo fraL￿,. to obtain sufficient appropriate audit evidence regarding the assessed risks ol material misstateTnent due to fraud. through designing and implementing appropriate ￿sponseSt0 those assessed risks.. and to respond appropriately to instances ol fraLKI or suspected fraud Klenknfi8(I t1uring the audit. However. the primary resFw&bilty for the Page 6 INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF THE WORWIN UK FOUNDATION prevenlion and detection of fraLKI ￿515 bolh managw*nt and those d)ar98d vAth governanc8 of tho charitabk corywny. C￿r approa¢h was as f￿￿WS. we obtained an un¢Jwstsnding of the legal and regulat￿Y requirements ap￿Icable lo the charitable company and considered thai the most significant ao the CompanFOS Act 2006, the Charilies Act 2011, UK financial repcwting stsnd8rts as issued by the FSnancial Reporting Council. and UK laxation le9i￿a￿"0n". we obtained an understanding ofb￿•the charitablecompany Complieswilh these requirements by discussims with management and those charged ￿tti 9)vernan￿. w8 assessed the risk of material misstatemenl of the financial statemènts. including thè risk of material misstatement duè to fraud and h(FN rt moht occur. by holding discussions wth management and those charged with go¥￿nan￿. we enouired of management and those charged ¥wth govemance as lo any knThn *bStance$ of n•compliance or suspected n￿-Complian￿ wth laws and rÈgulatK)ns; based on this undefstanding. we de&gned specffic appropriate audit pr(Kedure5 to identify instances of non-compliance wlh laws and regulation5. Thi5 included makn.ng Q￿UlneS of management arKI those ¢harggd gwomance arml obtaining addilional corroboratNe evidence as required. As part of an audrt in a¢¢ordan¢g wilh ISAS IUKI V￿ exerase prolessional judgement and maintain prOfeS￿onal scepticism throughout the audit. We also-. identify and assess the risks of material misstatement of the financaal stslements, whether due to fraud or error. design and perform audit procedures respon$Ne to those risks, obtain autlit gvidan¢¢ that is sufficient and appropriate to provwje a basis fof Ouf opinion. The risk of not detecting a material misslatement Tesu￿.ng fr(yn fraud is higher than fr)r one rg$U￿.ng from ror, as fraud may invofve ¢dlusion. frygery. intenkn'onal ¢ynissKnS, ffliyepresentations. Gf the override of inlemal control.. c*tain an understanding of intemal ccrfltrd rdevant to the audit in order to desgn aLKlit procedures Ihal are apprcoriale in the circumstances. but not f(x the purpos0$ of expressing an opinion on the effeCt￿ene￿ of the chantable company's internal control,. evaluate the appTcpriatene5s of accounting pClic￿ used an(1 the feas(￿atrI￿ne$S of ccounb'ry estimates and related disclosures made by the trustees.. Conc1￿Je on the appropriateness of the trustees. use of the going I￿nCeM basis ol accounting and. basèd on the audit eviden￿ obtained. whether a material uncertainty exists related to events or condf(ions that may cast signtficanl doubt cffj the charitsble company's ability to ¢￿tInue 3$ a going cwcem. If we C￿Clude that a material uncertainty e￿sIs, we are required to draw attention in our auditor's report to the related dis¢bsures in the finan¢kAI slalements or. rf Such disdosvres are inadequate. lo M￿jify our opinK>n. Our condusions are based on the audit evidence obtsined up to the date of our auditorfs repcyt. HcY•vever. fijlure events or condilions may cause the thwitable c￿npanY lo eease to rJ)nbnuo as a wing concem" evaluate the ovwall presenlab"on. structure and content of the financial statements, including the disdosures. and vthelher the financial statements le￿tthe undertying tr8n5aGb"ons and events in a manner Ihat achieves fair p￿Sents1￿)n. We eommunicate wrth those charged wth govemance regarding, arrong other matters. the planned scope and timing of the audit and S￿nIfICant audit findings. induding arry &gnifKanl defi¢iertClos in internal control Ihat we idenbty during our audrt. Page 7 INDEPENDENT AUDITORS, REPORT TO THE MEMBERS OF THE WORWIN UK FOUNDATION U$• of ouf report This report is made sddy tothe charilatAe¢cAnWy'S mèmbers, as o t4)dy. in aecordaneewth Chapter 3 of Part 16 of the Companies Act 2006. Ouf audit work has been undertaken so that we might state to the company's memters those rnatters we are required to Stsle to Ihern in an audilc¢s report ar¥J for no other p4Jrpose. To the fullest ¢xtent pemitt¢d by law. we do not accepl or assume responsibility to any party other than the charitable company and Charitab￿ w￿pan￿S members as a body. for our audit work. for this rep￿, or fLY the opini￿5 we have fom￿￿. James Saunders (Senior Statutory Audit￿} for and on behalf of Moore Kingston Smith LLP. Ststutory Auditor Dovffishire House 60 Goswell Road London EC1M 7A0 Dale 1110W2021 Page 8 THE WORWIN UK FOUNDATION (Limited by Guarantee) STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING AN INCOME AND EXPENDITURE ACCOUNT) for the year ended 31 December 2020 Unrestricted Fund5 Period ended 31MW2019 2020 Notss Income from: Interest receivable 240.578 644.893 Total In¢om• 240.578 644.693 Exp•nditur• on: Charitable actmties 1.834.696 376.182 Total Expenditu 1.834.696 376,182 ot￿r re¢ogni$•d gainsllloss¢sl Gains/{thsesl on foreign eXCh￿ge Gains/{lossesl on inveslmenls Gainsl{bssesl on other assets Gainsl{losses) on derivative foTh¥ard contract 19.830.672) 13.884.674 1,535,157 5.237,149 158,5471 N•t inMmel(exponditure) for the year 2.459.884 6,882,270 Net movernent in funds 2.459,884 6,882,270 Funds brought fonvard at 1 January 2020 166.397.971 159.515.701 Funds rArried forward at 31 December 2020 168.857,855 166.397.971 The stslement ol financial *b"valies indudes all gans arwj losses re¢ognised in t1￿ year. All transac1iG￿S are derived froffl conlinuwwJ actiwtss. The accompanying nths fom part of these finartol statemwts. Page 9 THE WORWIN UK FOUNDATION (Limited by Guarantee) BALANCE SHEET As at 31 December 2020 Note 2020 Period ended 3111212019 Flxed Assets Investments 163.457.421 Curr•nt Assets Short temi investments Cash at bank and n hand Debtors 37.068 2.981.002 2.474,￿2 50257,389 26.649 116,207,804 5.492.572 166.491.842 Creditors: Amounts falling due within on• y•ar Creditors 10 92.138 93.871 Net ¢urrent As$0ts 5.400.434 166,397.971 168,857.855 166,397,971 Fund$ Unreslricled funds 168.857.855 166.397.971 T¢tal Funds 168.857.855 166.397.971 These financial statements We￿ appffjved and au￿riSed fty IS$￿ by the Board of Tn￿teeS on0910￿2￿1 and signed on their behalf by. Brian Moore Trustee Company R&Jistration Number.. 2918910 (EngiaTrJ and Wales) The accompanying notes form parl of Ihese finan¢tal statemen1$. Page 10 THE WORWIN UK FOUNDATION {Limited by Guarantee) CASH FLOW STATEMENT As at 31 December 2020 2020 Perlod ended 3111212019 C•$h fl¢>w from operating o¢ti¥iti•s: Nel cash provided byllused inl operating a¢b"viliet 118.748.666 (4,031.968) Cash flow from investing xtivilios Inve51rnent income- bank interest Cost ol purchasing fixed asset investments Prtteed$ Irom sale of fixed ass8t invastm￿ts Gains on held for sale investment Gainslllossesl on derivabve forward contra¢t Net cash provided by investing activities 240.578 1188.214.1341 21.958.922 e44.693 5.237.149 158.547 (166.014.634) 5.723.295 Chang• in cash and cash equi¥alents 47.265. 1.691,327 Cash and cash equivalents at the beglnnlng of the year 50.284.038 48,592.711 Cash and ¢ash •quival•nts at th• •nd of th• y•ar 3,018,070 50.284,038 Reconclllatlon of Net IncomellExpenditurel to Net Cash Inlknv from Ope￿1￿9 Activitie Period ended 3111212019 2020 Net incomel(expenditure} Ilncreaseydecrease in debtors Increasel{decreasel in cr&Jitors lossesllgainsl on fofeign 8xchange 19ainsyIos$8s on inv*stmenls (gainsylosses on other assets Gain￿(lO$se$l on derivab.ve fmyard contracl Investment ineome 2.459,884 113,733.302 {1.733) 16.682.465 (13.884.674) 6.882,270 {3,738,857) 83,071 (1.535.157) (5,237,149) 158,547 644,693 4.031,968 240,578 118.748,666 Analysis of cash and •quival•nts Period •nd•d 3111212019 2020 Cash in hand Short temi investments 2.981.002 37,068 26,649 50.257,389 Totsl c￿h and cash oquivalents 3.018.070 50.284.038 Page11 THE WORWIN UK FOUNDATION (Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 310ecember 2020 1 A¢¢oun¢ing Pollcl•s al Accountlng Conv•ntion The finanaal statemgnts ha¥¢ been prepared ￿ accordance ￿ the Financ4al Reporting Standard applicable in the UK and Republic of Ireland {FRS 102}, induding Update 8ulleb"n 2. Charitable Conwany are a public benefrt entity for thé purposes of FRS 102 and therefore the Charity also prepared rts finanaal statements in accoft1ance wth the Statemgnt of Recommended Prxtice appI￿ab￿ to charities preparing their ac￿untS in accordance wlh the Financial Reporting Standard applicable in the UK and RewNic of I￿lartd (The FRS 102 Charitss SORPI. the Companies Act 2006 and the Charit￿S Act 2011. Th* finan¢ial statements are prepared in slerting. vknich is the funct*inal ￿rrencY of the company. Monetary arTwnts in these financial statements are rounded lo the nearest pound. Thg aciy)unts have been prepared under the hi￿￿1(al cost convention The prinLaple accounting policie5 adopted in the weparation of financial slatgm¢nts are sel out below. bl Gokng concern The trustses have assessed wllelher the use of the goirwJ ajncem basis is appropriate and have considereij possible events or condrtions that mwJht cast %9nffj￿nt doubl on the abiltty of the charity to continue as a going concem. The Iwstees have made this assessment for a perw)d of at least one yearfrom Ihe dale of approval ol the financ4al statènwls. In making this assessn*nt the trustees have consK1e￿d the iiipact of Covid-19, V+hth is not expected lo have a sKJnifieant financial Impa¢t on the ¢harity- After makn'rMJ enquiries Ihe trustees have concluded that there is a reasonable expeclation that the charity has adequate re$￿ICeS to continue in operational 8xi5tence for the foreseeable futu￿ and the￿ a￿ no material uncertainlies. The charity Iherefore c4Mtinues to adopt the goir#J concem basis In èparing its financial Stater￿ts. ¢) Income Donations aThd IggKÈes arg recognised where there 15 entiilernent. wobability of receipl and the affl)￿t can be asured reliably. It also indudes any ass￿ated recoverabk tsx. In¥6stmenl 1$ rewThsed M a receivable basi5. dl Exp•nditur• Ex1Jenditu￿ is acc(yJnted for on an aLYruals basi* and ts indusive of VAT. Charitable activitw in¢kKles grants payable vthich are charged in the year ¥then the offer ts ¢onve>Ed to Ihe ￿cipient. except the offer is subpct to ¢ondth"ons. suth granls beiry recognised as expenditure when the conditions are fuffilled. Govemance costs a￿ thos¢ aSs￿lat•￿ ￿1th tho ts)nsbiutional arhl $18tulory requIrerr￿lS of runrmng a Charity. e) For•lgn euir•ney Monetary assets and Irabilities dencfftnaled in l¢Yeign ￿l￿nCle$ afy translated into slerfing al the year end value. Transactions durirvJ the year ¢Jertominated in I0￿[gn currencies arè translated into stèrling at the prèvailing exchang rale on the date the transaction OC￿rTed. All drtreren￿S are taken to the Slaten*nl of Finanoal Aclivitvès. Page 12 THE WoR￿N UK FOUNDATION (Limited by Guarant••) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2020 fj Fvnds Unrestricted funds Co￿vriSe accJJmulated surpluses and defK¥ts on general funds. They a￿ available for use al the discretion of the board of trustees in furtherance of the general charrtable obp¢bv¢s. No fvnds have bsw $$1 aside for designated purposes. g) Inv¢stm•nts Investments aTr in¢hJded in thg finanoal statgff*nt$ at closing rna￿et value. Realised and unrealised gains and bsses on investmerts are indud&J wthin the Statement of Financi81 Activities. h) Flnanelal Instrum•nts Cash and cash equ¢valents Cash and cash equivalents inchjje cash at ba￿S and in harKI short term deposits with a rTknity date of three nK)nths or less. Debtorn and ¢r¢dltor$ Debtors and creditors receivable or paYa￿e V•ithin one year of the reportbng dale are caffied al their al transactK)n price. Debtors and creditors that a￿ feceivable or Payab￿ in w￿}re than one year and not subject to a markel rate of interest arn m•asufed at th8 pfes•nt valuè of the •xp•cted future receipts or payrrtht discowted at a market rate of inleresL 11 Crltlcal accountlng estlmates and areas of Judgefflent It is the view of the trustees that. in applwng the accounting policies adopted, the onty esb'mates and judgemen15 which had a signif￿ant effect on the arrnLmts recognised in the financial stateff*nts *Ere applied to the legacy debtor figures. Those eslimale5 have proven lo be accurate. Period ended 31-Dec-19 2 Income frrm Invostmonts 31.0•￿20 Interest receiva￿e 240 $78 644 693 3 Expenditure Rosour¢e$ expendd have bo¢n albcated ￿ a basis consislent V*ith the use ol resources. Poriod ended 31.D•tr19 Charitable activitie8 31-De¢-20 Grants (not8 61 Grant project administration Sundry expenses Govemance costs 1.603,977 152,249 2.693 75.777 220,000 78.737 1,583 75,862 1 834 696 376 182 Pori4xI ended 31-D•tr19 Gowemance C( 31414¢-20 Fees payablg to the charitys auditor- Audit fees Féès payable to the charitys auditor- Accountanw fees Fees payable to the ¢hartys auditor- Other fees Other professional fees Trusta8 gxpensg$ 10,380 2,556 11,112 2.490 570 60,110 1,580 57,004 5.837 Page 13 THE WORWIN UK FOUNDATION (Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2020 4 Tw$tee's RemuneTr￿on Nono of Iruslees were remuneraled for the Jpar erKled 31 Dewrbw 2020 nor for the period ended 31 De¢errthT 2019. There ￿re no travel expenses re￿bUr5ed to trust￿ in Ihe year12019- £1.580, trusleel. 5 Taxation A5 a charity The Wor*in UK FourKlation b8neffts frc*n exempth)ns on income and gains falling *iihin Sections 466493 ol the Corporation Tax Act 2010 to the extent they are derived from chanlable acalvit￿. 6 Grants The charily awarded donalions toa nunknr of instituiK)ns aThJ charth$ in fvrlheran¢a of its Charitab￿ objg¢tivgs. This was as follows.. P•rlod ended 31.Dw19 31.Docth20 Cancer ClirM¢al Research Trusl Trus5ell Trust Toronto Daily Bread Foodbanks Ontario Assoaation Food Banks Calgary Food Banks Ottawa F(￿ Banks ALUS Carbada Nalure Conservacy of Canda Nature United Seedchange 8aycrest Centre FoundatNJn Winnipeg Food Bank 220.000 47S,tsJO 294,337 118,740 59,370 234,967 59,370 14,843 59,370 56,863 56,777 174,340 1¢JO.OQ) 100.0(M) 25.0 100.OCK) 99,918 99.765 300,OCrt) 1,603.977 220.000 Olher donations (equal lo or individualty ￿ th￿ £10.LTh)01 1.603.977 220,000 Perlod end•d 31-Dec-19 No Perfod endod 31-Oec-19 31.D4¢-20 31thc-20 Analssls of donatlom made: Covid pandemic Cancer research Environmènt Seniors 1.356.754 220,000 190.446 11 1.603,977 220.000 Page 14 THE WORWIN UK FOUNDATION (Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2020 Period ended 31-D•c.19 31-0•¢-20 Hedge Funds Market value brought fonvard Additions in the period at C05t- aouife¢l Disposals {at prc¢eeds v8luél Realised gainslllosse$l on disposal of investments Unrealised gainslllossesl on inveslments Foreign exthange gain51llosse5) 1.913,782 1835.9341 158.690} 155.936) 189.768) Market Value carried fowdrd 873,454 Historical Cost at 31 December 2020 1.189.873 On 1 Marth 2020, the chan.ty accepl80 the transfer. from the estate, of shares in private equty fund5 mwged by Cerberu$ Capitsl Mana9¢ment. The esb"mated net asset walue of the shares at that date TKaS £1,913.782. P8rlod ended 31-Dec-19 31￿20 Llsted Inveslmnts Market value brought foThvaTd Initial inveslmenls al Cost Additions in the period al o)st Disposals {at proceeds value) Realised gainslllossesl on disF*)5al of inveslrr*nts Unrealised gainslll9ssesl on investnwnts Foreign ex¢han9e 9ainslllossesl 165.176.550 21.123,802 (21.122.988) 270.120 13.729,180 16.592,697 Market Value carried fonrdrd 162.583,967 Hisiorical Cost at 31 D8cember 2020 165.447.484 Mar*et Value at 31 Dqcemb8r 2020 163,457.421 8 Short terni In¥eslments Porlod ended 31-Decv19 314)•tr20 30 t1ay notice a¢￿Unt Fixed ratè dèpos Derivative f04ward a9rognM)t 37.068 26.516,382 23.899,554 I1￿,547) 37.068 50,257,389 Page 15 THE WoR￿N UK FOUNDATION (Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2020 9 Oebtons Period t1￿*d 31-Dec-19 31-Dec-20 Legacy assets Propety held for sale Acry￿d interest GrThJp undertakings 2.453.537 57,844,012 58,312.308 51.484 20.965 2.474,502 116.207.804 Legacy assets are the estimated total of cash and assets spetie of the eslatè expèdÈd to be received by the charity. The reduckn In the legacy assets figure during the year is attn'bU1ab￿ primarily to the receipt of ¢a$h from the estate in IAarch 2020. in the amounts of GBP £7.0 million. USD $24.3 million and CAD $47.5 million. The residual legacy balance V•ill be eliminated. and a final or loss recognised, in the subsequent year ¥then the estate is wound up. On the 29th November 2019, one of the le9acy assets. a regdential property situated on the islan¢J of St Barthelemy in the Caribbean Islands %was transfeffed to the thanty. The £58,312,308 induded in the 2019 finanryal statements repres¢nt5 GBP equivalent of the EUR prw*eds received by the tharty from the sale of the property in 2020. The transaction completed in April 2020 and the thange in Ihe exchange rate from DKember 2019 to Cornpkt￿n resulted in a gain of £4.279.360 has been re￿nised in the Statement of Finanual Actiwties. On the 1st July 2020, ar￿ther legacy asset. the 100% shareholding of DRG Hdthngs Ltd, a coryiany registered in the 8￿￿'sh Virgin 151ands, whith is the 100% th¥ner ol DRG Holdings of Dela%wdrè. a company règi51ered in Delaware. United States. was transferred to the tharity. At this date. DRG H￿dingS Ltd became a wholly owned subsidiary of The Wornfjn UK Foundation. DRG Holdings of DelavAre is the o*mer of an apartment in Newyork Cty. A reliable fair value ￿nn0t be ascertained because the apartrnent is subject to the interest of a life tenant. As such, its value to the parent is not induded in the financial slatements and thè 9rixw undert*"n95 in the above rewesent advanced ¢ash for the payment of expenses. During the year, the ¢harity advan¢ed arnunt$ totslliny Q3.428 cffl behaw of ihe corryany and 4Yas repaid £2.463. 10 Creditovs Period ended 31-D8c-19 314l•c-20 Accruals Other creditors 17.510 74.628 15,134 78.737 92,138 93.871 11 Kèy Man•gement Personnel The key management personnel we the trustees of the tharity. 12 Staff Costs ThÈre Mere no erybyees in the period urKler TeMe4¥ (2019.. none). Page 16 THE WORWIN UK FOUNDATION (Limited by Guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 December 2020 13 Relaled Party Trans•ctions The Irustees of the Charity are also directtys of the Wallthis Trust. a ￿lstered charity in Canada. The Charity and Waltons Trust have negotiated a Shared Sèrvices agreement wrsuanl lo tfvthich Wallons inv(yced the Charity CAD $130,060 for services lo the end of December 2020. after d￿uCIlng amounts paid by Wown UK on behalf of Walton Trust12019 CAO $135,403). At the year end this an￿nt outstanding and wa5 induded in other ¢retJilors. This was 5vbsequenVy Sotued in full posl ￿ar end. Folbwng the receipt on 04 May 2020 of a transfer of USD $30,715.326 from Waltons Trust. Wopmn UK transferred to Waltons Trust, on the samè day, CAD $42,789,520 and. on the folbw.ng day. CAD $482,231. The second transfer on 05 May 2020 wa$ made to adjust the combined CAD to refiect the mid.mthet USD.'CAO exchange rale at 16..00 UTC on 04 May 2020. The currency swap was done to avoid FX charges and to facilitate the investments WTth Mercer Limited as explained in the Trusiees Report under the heading'lnvestrwts Policl. Mercer knmited in the UK would accept USD. but not CAD. Olfjvèr McGinley is a trustee ol ihe charity and is also ctrexeartor ol the es￿le vknith has been recognise(J as a legacy and include