Company registration number: 03053290 Charity registration number: 1046559 

**Boots Benevolent Fund** for the year ended 31 August 2020 

**Annual report and financial statements** 



## **Boots Benevolent Fund** 

## **Contents** 

|**Strategic report**|**1**|
|---|---|
|**Trustees’ report**|**3**|
|**Statement of Trustees’ responsibilities**|**6**|
|**Independent auditor’s report**|**7**|
|**Statement of financial activities (incorporating the income and expenditure account)**|**9**|
|**Reconciliation of funds**|**9**|
|**Balance sheet**|**10**|
|**Notes to the financial statements**|**11**|





## **Boots Benevolent Fund Strategic report** for the year ended 31 August 2020 

The Trustees, in preparing this Strategic report, have complied with s414c of the Companies Act 2006. 

In accordance with Section 60 of the Companies Act 2006, the Fund is exempt from the requirements of that Act to include "Limited" as part of its name. 

The Trustees are also the directors of the Fund for the purposes of the Companies Act 2006. Throughout the financial statements, they will be referred to as Trustees. 

## **Principal activity** 

The principal activity of Boots Benevolent Fund (the “Fund”) is that of a charity. It provides financial assistance through the giving of grants (in the form of cash or supermarket vouchers) and interest free loans to relieve financial hardship to qualifying employees, former employees and their dependents. 

## **Objectives and activities for the public benefit** 

The objectives of the Fund are to relieve poverty among, and provide assistance to, employees and their dependents or immediate relatives of qualifying Boots companies within Walgreens Boots Alliance, Inc. or persons or their dependents or immediate relatives who have at any time been employed by qualifying “Boots” companies. 

## **Public benefit** 

The Trustees have complied with the duty in section 4 and 17 of the Charities Act 2011 to have due regard to public benefit guidance published by the Charity Commission. The Trustees consider that the charitable purpose of Boots Benevolent Fund is the prevention or relief of poverty. This purpose is pursued through the provision of grants and loans to the benefit of the public. 

In the context of the Fund the public is understood to include employees and their dependents or immediate relatives, or persons or their dependents or immediate relatives who have at any time been employed by qualifying “Boots” companies. 

## **Business review and achievements and performance** 

During the year, the Trustees made awards in line with its Giving Criteria and accordingly supported employees, former employees, their dependants or immediate relatives with grants, vouchers and interest free loans, as well as complementary hampers containing Boots products. 

Decisions to award grants and interest free loans of up to £1,500 are made by the Fund Manager. Grants in excess of £1,500 are considered by the Grants Committee and require the approval of two Trustees. 

During the year, the Fund awarded the following to individuals: 

- 195 (2019: 202) miscellaneous grants amounting to £174,616 (2019: £161,422); 

- 2 (2019: 7) fixed amount Christmas grants amounting to £500 (2019: £1,750); 

- Grants in the form of Supermarket vouchers amounting to £36,095 (2019: £47,930); and 

- 7 (2019: 24) miscellaneous interest free loans amounting to £9,745 (2019: £24,283). 

Income in the year was mainly from donations and this along with other fund-raising activities produced income of £227,272 in the year (2019: £324,007). 

Employees of Boots were encouraged to sign up for payroll giving, which raised £45,881 in the year (2019: £47,515). This is included within income. 

## **COVID-19** 

In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on 30 January 2020 and a global pandemic on 11 March 2020. COVID-19 has severely impacted, and is expected to continue to impact the UK. COVID-19 has created significant public health concerns as well as significant volatility, uncertainty and economic disruption. Policies and initiatives designed to reduce the transmission of COVID-19 have resulted in, among other things, changes to store operations, working patterns and increased financial pressure. 

COVID-19 adversely affected global economic conditions in financial year 2020 and the Fund expects this will continue into financial year 2021 and possibly longer. The situation surrounding COVID-19 remains fluid, and the Fund is actively managing its response in collaboration with the Trustees and the business as the Fund expects there could be a potential increase in applications to the Fund following the reduction in government support. As COVID-19 impacts the UK economy, the Fund has put plans in place to maintain continuity of its operations, while also taking steps to keep its team members healthy and safe. 

## **Principal risks and uncertainties** 

The Trustees have reviewed the strategic, operational and business risks which the Fund faces, and have confirmed that there are sufficient controls to mitigate the significant risks. Periodic ongoing reviews of the Fund’s risks and controls take place to ensure risks will be sufficiently controlled. 

The Trustees consider that the principal risks and uncertainties that face Boots Benevolent Fund during the year included: 

## _**COVID-19**_ 

## _Risk_ 

The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption.  These factors may have an adverse impact on income from donations due to market factors and the ability to host fundraising events along with additional pressures on the Fund as a result of further economic uncertainty. COVID-19 could also impact the market value of investments due to the global decline in some investment markets. 

## _Mitigation_ 

While the Fund has taken numerous steps intended to mitigate the impact of the pandemic, there can be no assurance that such steps will be successful or that the Fund’s operations, results of operations, cash flows and financial position will not be materially and adversely affected by the consequences of the pandemic. The Trustees are focussed on responding to and addressing the impact of COVID-19 including the implementation of alternative fundraising methods and events and the development of strategic partnerships to increase sustainable fundraising.  The Trustees will continue to increase awareness of and accessibility to the Fund and continue to review the investments with the investment manager at the CCLA. 

1 



Boots Benevolent Fund
strategic report (continued
for the year ended 31 August 2020
Outofpolky commlthents
sk
Comrnilmen15 4re made byhich do Ml fau within the ¥tated ofthe Fund.
98tion
Fur¥J wrales a rfgoroLL8 prctsss in re¥￿8￿1r￿j grant applications enSUr￿n9 the Fund's Giving Crileria is T￿1 priorto 1$5uing Ihe grant or Inte￿St free
108n.
Insufficlentawareness
Rlsk
Insuftient awareness of the Fund do&s not allow it lo reath eligible persms and therefore prevents il achieving ils É18led objectiveg.
Mitwn
The Fund undertakes siynrfitranl work to ensure Ihat all employees are tnade aY4arE of Ihe Fthd Ihrough fund raising and awamess r8isiTrJ actfvilie5
during the year pro¥Kling guidance on what Ihe Fund does, how lo donate and how lo access in order lo ensure that the Fund continue5 ta meet it8
staled oblectfves.
sufflclentfvnd5
Risk
Insuffi¢ionl fvnd5 are [￿Ved lo enabk th? Fund lo achieve its Stated objectives.
The Fund 1$ ￿lIant on income from investments, donallorB and fundr8ising adivpty. The Trustees meet Tegularfy lo [ti￿u55 fundraising piarts and
opportunities lo raise aw8renès$ ofthe Fund. The investments are revlewEd on amual b8sis ￿1th the CCLA investment man8ger.
Rtsk
The boc&s and records ofth& FurKI a￿ property mainlaned.
Th8 books arxl record5 are mainl8in8d by 8 fully qualif￿d m8mber of a prOfes￿Onal a¢¢ounUng b(Kly and regularty.
Th8 Str81egi¢ Report was approved by the Board and SvJ￿d on its tehaff by..
A Thompson
Company Secretary
30 November 2020

Boots Benevolent Fund
Trustees, report
for the year ended 31 August 2020
The Tru$lees present thelr ann￿1 wort and tho audited finanoal ststements forfv yearended 31 August 2020.
The Trus1Oe5 Gonfirm ihai Tru51ees' Rep(rt andlhe flnancial statefflents Comp￿￿1hth8 Statement of Recommended Pract￿8 app1￿￿1etO thar￿e$
prèparlng their accounts Sn awrdar¢e with the Finanual Reporbng Standard appllc8bb in the UK and Repu￿1¢ of Ireland IFRS 1021.
Profo8slonal advl8er8
Auditor
Delolttg LLP, Statutory Audltor, 1 Woodborough Road, NoWngh8m. NG13FG, Unfted K*igdcm
Bankets
Nationalweslminsler Barth, 1 City ￿uare, Leeds, LS12AL
InvesiryEnt rnanagers
CCLA Inveslmenl M8n8gemenl Limited, S&n8lor House, 85 aueen V￿loria Street. London,
EC4V 4ET
Regi$iered oftke & prfnopal offi
1 Thanè Road West. Nollingharn, Notllnghamshire, NG2 3PA
Company tpgisiralion nutnber
Charlty registration number
03053290
1048559
Structur81 govornance and maTrag6mont
The Fund is a1Smiied ¢ompany y￿thOut Sha￿ capita1, limited byguaranlee. registe￿d in Eryland aThJ Wales. The liabilty ofa member n IhEevent ofthe
Fur￿ being WOLmd up whilst 8 member, or wthin one year ol ceaslng to be 8 tnember. is not to exceed £1. It is tegiSterEd y￿th the Charity CommiwoTr
and must compty ￿1th the Companies Act 2ty)6 and Ch8ri1io8 Act 2011.
The Fund is govemed by its Memorandum and Artldey of As50d8bon which prowdes for a mlnimull of 3 Trust888 to a maximum of 207fusleo5.
The Chalr of Tr￿lee$ together ￿th the Ctynpany Secretary15 re5ponsibk for the ITvJLECtion of any new Trustees. Ttustee induclon Invofve5 rai4ng
renes8 of Tmsteès lo the1rd￿￿$ and ￿ponsIbIlit￿È$ underboththa GharFtiesAcl 2011 andthe Co[npan￿8ACt2o06 and emetging regulatory tsstse$
as well as an introdUct￿n lo the goveming documents of If* Fund and the inltrrn81 p(Alcies 8dopiÈd. New Trustses r&cel¥& an Inductlon PadL In which
trA)pies of the follo￿n￿ are Induded
Fund's lalesl annual report and accounts."
The Fund's internal governing documents..
The Fund's MetnDrandum and Artides ofA$50clalloD".
The Charily comffl￿9￿n publicalions'Th8 Essenllal Trustee.. ￿81 You Need ID Know,. Vvhal You Need lo Do. 8nd'The ¢h&rity Govemar
ode..
Tru$tee$ are erKx)uraged lo re￿eW the 18iesl develorments in chaiity legislatlon and rwul&bon on the Chaffty Commisskin ￿bSite to mahtaln thelr
Lmder8t&nding ofthe role ensure their effectiv8 perforMar￿.
Tru5tee5 are appointed follow￿ recornmendation by Trustees and Ihe consent of th& Indi￿d￿81 proposed. The indlthdual sh811 th&n hokl office until
the next Annual General Meeting where they may be re-apprinled. In accordance wilh the Artidas ofAs80cladon. al eath geneial me6tiro after Ihe fifSt,
one third oflhe Trustees who are 8u4.ect lo retirement by rotation, shall retire from office and may offerlhern5el￿5 fw ￿e￿clI0￿.
Trustees meet no less than four Ilmes a year lo agree Ihe broad strategy and a￿a$ of aoivty for the FurKJ. rewewfinan¢ial perfomance Indudlng the
m8nagemenl of the funds vilhin an investment and reserves ￿nteXt, consider effl¢a¢y of 115 Intemal pDtiue5, and ￿¥1¢W all appll¢alions apwov8d
under Its delegal8d P0￿r$.
The Fund does not have any dired eM￿0Yee8. On a day lo day basls the Fund i¥ m3n4ged by employees of Boots Management Serwtss Linited. Th58
indudes a Fund Manager, and FuTh1 AdMIn￿tratIOn stslf ￿thirt the H.R. deparlmenl. FUTKI Adtnini5tralor5 are responsible for the initial assessment of
applKations against the Fund's Giving Cirferia and eligible applications are passed 10 Ihe Fund Managerand Trutslees based on FurKI's grant award
poliw. In ad(Sits"on, the Fund Manager, and wthere apPI￿￿e wlh the a5sislanTr of H.R., co-ordinates fund-raising aclivilies, protnotes the Fund atK5
supports Trmlh Ihe provision of m8nagernerrt informalbn.
Golng GonGgm
COVID-19wa5 deckred a 9lobal pandemicon 11 March 2020 and cMllnu88 afterlh8 balance sfwt date. TNS cO￿d impa¢1 on irthme trom doTrattons
owng lo a resulling change in market factors and the ability lo host fundraising events. Th8 Trust8es continue lo monilor8NI rÈsporKI to the Impact ef
COVID-19 on Fund and all available 8Ct4ons h8vÉ b&n iaken to proted perforrnan￿. In addition. grants are orfy awarded from availairte funds
herKe rfiTKotne falls. the fewel ofgrants awdrded can be ￿dUCed.
The Fund has nel cuwenl assets and expects this lo conllnue for a minimum of 12 months the dale Ihe finan(aal staleThen15 are signed. The
Trustees have assessed th81 deS￿le Ihp potential variabilty of incorne from donations. Ihere 15 no rnalerial uncertainly surrounding Iho g￿n9 conLYrn
basis of accounung In preparing the Ivianoal slalements.
Future dovelopm?nts
In thè forihtominy ￿artr￿ Tnjsiees vlill conlinue to InGrease awareness and aLussibilty lo the Fund and increase suslanab]e fund rat￿ng. The Fund
rebranded itself durirvJ financial year 2020. Vlhllst tt)8r8 haB not beèn g laige14unch of Ihe rebr8ndiro yet, ihe Fund 8rlicip8tes to r8is& further fund8
through marf(8ting a number of ￿randed produc15 throughouL financial year 2021. The Trustses however al$0 are awate Ihgt the orrfjoing COVIO-19
pandemic cwld cause issues.
Post balancè shèèt evèr￿5
The COVID-19 pandemiow8s dedared by I￿￿0￿d Health Or9anisalion as a global pandemlcon 11 March 2020 ¢ontinu88 aft8rth& balanc8 sheet
d8te.
The Lknited Kingdcm left Ihe Ethopean Union fEU'I on 13 January 2020. and tt)ere is now a Irdnsllion perfod unlll 31 December 2020 in thich the
United Kingdom and EU ale lo negoliale a néw Iradiw relallonship. Th8 Tru$t8es do not Consider this lo have 8 signlfrani Impact on the Fund's fLrtLYe
nor the understandir*J of these finan￿al statement3.

Boots Benevolent Fund
Trustees, report (continued)
for the year ended 31 August 2020
Tru8t808
The folbwng 5etved Twytees dLring Ihe year and subsequently..
S Alimammwl
MCHr
N Clement8
A Frartis
S Mody
A Penhale
E Rabin
S Trafford
Avddlman
lapp(Nnted 29 January 20201
(resigned 31 OctobÈr20201
mungratlon of TrustO88
The Trustees recdved no *Èmuneralion for th￿r setvices dwit]9 Ihe year12019.. £nill.
Relatlonshlp8 wRh rdatod partles
Details of transac150r￿ with relaled parties a￿ sel out in note 15 to the financial statements.
FlnarKlal revlow
Tr￿ FurKJ Is depéndent on furyJiThJ from cash found in Boo18 sloreÉ,' staff acbvrt*$,' Income fr￿ tt$ in¥eslmeDts'. and donated se￿￿5 frim Boots UK
Llmtted and Soots Management Services ￿Mited This amounled lo £257.730 during Ihe year12019.. £350,070). The￿ was a nel gain on investment
asselsof £6.08512019. £53.7691. Overdl the Fur￿ reported nel loss of £124.602112019' nEI income of£107,1071. k s result, total funds have decreased
frLXn £1,335.32310 £1,310,721. The Trustees are Fali&fied ￿ryth Ihe yeaes result however the Truslees are aware Ihal the ongoing COVID-19 pandemic
todd have an adveTse inpacl on the market valuè of investmen15 and fundraislng income and coukl lead lo an increase grant applications.
Rg8ètrv•s pollGy
11 is the poly oflhè Fund lo maint8in unre51ricled funLls al a level sufficiant lo fulfil the likdy on-gdng oblpJ8tion$ oflhÈ Fund. given Ihe an1k1pal￿ future
in¢ome level of charitable dOnat￿nS. Conlingen¢y reseThes $hould be available such Ih&l Ihe current levd of wlgoings c8n be maintained even if
fundralslng fjhDuld tledine in gny given year.
Shorffalvextess of reseNe5- In Ihe event Ihallhe Fund i8holding feserves Ihanthe pollcy slates the Trustee5 wll invesligale oplions forfiJndr8islng.
Commlmicaiion and pr(￿OtiOn of fundrai$ingwll also be In￿ased. In the event Ihallhe Furxl 15 hokling more reseNes than the policyslates the Trustees
consderoplions for inireasing oulgoings within the fdlowing year. These Vbill include".
Increasing awareness ofthe Fund lo incre869 the nUmberOf￿￿￿enIs', and
viewng the level and type of support given lo reupients.
The TfUStee8 have a9￿￿ that the ￿Ve1 of annual expenditure would be 8 prudent level of re5erve5. TINS has been Sel as tIE Ttuslees h8¥È
deoded th8t t￿ is a reason8ble level lo Ènsure that 3dequale funds are generated and avallgbk lo cover future donallons lo charil8ble causes.
Unresiricled funds al 31 August 2020 N*re £1,307.56612019'. £1,332,168) which was 4.6 lime512019.. 4.5 lirnesl annual expenditure. The Reserve$
Pdiy will be reviewed and adjusled as necessary on an anwal basis by the Trustees of ihe Fund, alongside fore¢asled fundrai$ing aNJ grants.
The Trustees have agwd that awarene5S 8ThJ oul9￿ngS are antiapal8d to Inueaso lo allgn the rwrves bvth ts pob'¢y above.
Inv•stment policy
Th8 Fund retains its cash reserves In Investsnent fund$ managed by CCLA. The management ol Ihe Boots Benevolenl Fund's funds has an obJect￿e
to prO￿lde reasonable In￿Me aNt growtrh against inflallon. The Tmslees are satisf￿d with the pthrrnanTr oflhe inve51menls. In a￿Ordance wilh the
Tnjstees, dulEs of care and pNdence. the funds are managed by an external specialist investment manager on Ihe Trusleè8' behalf. throu9h Ihe COIF
Charity Funds. The Fund portfolio is made up of asset% that Include oveFsea8 equilieÈ. UK equitie&, yoperiylinfraslruciure, fixed interest arKJ cash. The
perforrnance fvnds is monrtored quarterfy by the Truslee5. Th Fufid made s nel gain in th8 year of £6,08512019.' nel gain of £53.7691 due lo a
rise12019'. risel In Ihe ¢apilal value of the futKls. The Trustee5 recognise that Ihe nEI inve51menls is lower in the ¢urreDI yegr18fgÉly to
m8GroBconomic enwronment. malnty due to the COVID-19 pandem￿.
Reforonces to Strateglc Roport
Details of the followng area5 Can be fourvj in the Strateg1¢ Roport fom part of th15 report by cr0$5-reference'.
Obietlives and adivitè$ fr>rthe KxJbli¢ benefit linduding publK 8talerr*ntl,' 8nd
Ath*vements and pèrfomi8nce
Audltor
Pw5uantto s487 Compani85 Act 2￿. Deloitte LLPv*re deemed lo be reappointed and ￿11 therefore conts.nue in office.
DlstleAurè of Ik*ormatlon to audltor
The TNstees tho hekl off￿ce al the dale of appmval of Ihls Truste89' R8port conlrm that, so far 88 they are each aware, therè 1$ no rekvanl audit
infoTTnalion of which the Fund's aUd￿lOr Li un8w8r&, ènd each Tru8lee has taken all the olep8 th81 they ought to have tak8n as a Trustee lo make
IlEm$e￿es a¥¥dre of r&￿vant audll intomslion and to establish that It* Fund'$ #uoilor 1$ aware of that Infomiat10n.
This confirmab'on is given and sho￿￿ be iftterpreted in accordance wrth the prov4$iots of s418 Dfthe Companies Act 2Lh)6.

Boots Benevolent Fund
Statement of Trustees, responsibilities
for the year ended 31 August 2020
The Ttuylees, who are s￿0 d1￿ctOrS of Bools Benewolent Fund for Ihe putposÉs of Company Law, aré rasponsibk for preparin9 Ihe Tr￿lee$, Annual
RepDrt and the finatKial slalwnenls in gwOrdan￿ wlh applicable18w and UK Attounling Standards IUK Generally Accepted At￿Unting practi￿),
indudirrfJ FRS 102"The Fin8nual Reporting Standard Appli¢oble the UK and RepubliG of Iieland".
C4mpany18w r8qur&s ts Tnjslees lo prepare financial slalement8 lor each fiTTrancial year ￿1¢h give a tTve and far vew of the stale of affaiT5 of Ihe
charitable company and of the inwming resour￿8 and application of resour￿. including it￿Ome and expenditure of charIta￿e company for Ihat
period. In preparing Ihese financial stslernen15. the IrusteÈs are required to..
seled SUita￿e accouniing poli￿eS and then apply Ihetn GOn￿stent1y',
obsewve the methods and princ4ples ol the Charllles SORP.
makejudgemenls 8t￿ estimate$ that are reason8blÈ and pr￿ent,.
$tate syhelherapplieab￿AccOUntiry Standard5 have been fdlowEd. 5ubj.edto any materSal depariure5 dl$¢losed and explained in thefinarrial
8latemenls', and
prepare the finani¥al slaiements th the goiry COn￿M basi$ unk$5 Il is inappropriate lo presume thai the tharilable ¢ompany ￿11 conlnue in
b￿neSs.
Tsus18es arÈ respowble foi keeping adequate occwnting re¢￿dS that d￿￿ose with reasonable accuracy al any tirne the finanoal posltion of the
haTitabk cornpany 8nd enable them io ensure that thè flnanual 8lalemenls compty th& Companies Acl 2006. Try 8r? al80 responsible fDr
$8feguardingth&assets of the charitabk companyand hencefortsking re&sonable slepsforlhe preven*on and detection of fraud and other irregular￿1￿$.
In so far as the TtU5tÈes are aware..
ITr￿re is no re￿vant 8udrt infomialion of vthlth charitable co[npa￿S athitor una¥*d*e". ar
the Trustees have taken all slep5 thèi Ihgy wghl lo taken lo rnako themselves aware of any relevant audit infOr￿atIOn and lo eslabllsh
that Ihe audltor is awaye ofthal information.

## **Independent auditor’s report** to the members of Boots Benevolent Fund 

## **Report on the audit of the financial statements** 

## **Opinion** 

In our opinion the financial statements of Boots Benevolent Fund (the “charitable company”): 

- give a true and fair view of the state of the charitable company’s affairs as at 31 August 2020 and of its incoming resources and application of resources, including its income and expenditure, for the year then ended; 

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and 

- have been prepared in accordance with the requirements of the Companies Act 2006. 

We have audited the financial statements which comprise: 

- the statement of financial activities (incorporating the Income and Expenditure account); 

- the balance sheet; and 

- the related notes 1 to 18. 

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). 

## **Basis for opinion** 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. 

We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

## **Conclusions relating to going concern** 

We are required by ISAs (UK) to report in respect of the following matters where: 

- the trustees’ use of the going concern basis of accounting in preparation of the financial statements is not appropriate; or 

- the trustees have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the charitable company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. 

We have nothing to report in respect of these matters. 

## **Other information** 

The trustees are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in respect of these matters. 

## **Responsibilities of trustees** 

As explained more fully in the statement of trustees’ responsibilities, the trustees (who are also the directors of the charitable company for the purpose of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 

In preparing the financial statements, the trustees are responsible for assessing the charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. 

## **Auditor’s responsibilities for the audit of the financial statements** 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the 

7 



## **Independent auditor’s report** 

## to the members of Boots Benevolent Fund (continued) 

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 

## **Report on other legal and regulatory requirements** 

## **Opinions on other matters prescribed by the Companies Act 2006** 

In our opinion, based on the work undertaken in the course of the audit: 

- the information given in the trustees’ report, which includes the strategic report and the directors’ report prepared for the purposes of company law for the financial year for which the financial statements are prepared is consistent with the financial statements; and 

- the strategic report and the directors’ report included within the trustees’ report have been prepared in accordance with applicable legal requirements. 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report included within the trustees’ report. 

## **Matters on which we are required to report by exception** 

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion: 

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or 

- the financial statements are not in agreement with the accounting records and returns; or 

- certain disclosures of trustees’ remuneration specified by law are not made; or 

- we have not received all the information and explanations we require for our audit. 

We have nothing to report in respect of these matters. 

## **Use of our report** 

This report is made solely to the charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 


## **Sarah Anderson, FCCA (Senior statutory auditor)** 

for and on behalf of Deloitte LLP Statutory Auditor Leeds, United Kingdom 

1 December 2020 

8 



Boots Benevolent Fund
statement of financial activities (Incorporatlng the Income and expenditure account)
for Ihg yeaT ended 31 August 2020
Unrestricted
f￿￿8
Reslricle(t
lurds
2020
Totsl funds
2019 Total
fund$
Notes
Income from
Donabons
Investrnents
227.272
30.458
227,271
30A58
324.tK)7
26,(￿3
Total Income
257.730
257 730
350,070
Exp6ndlturo on
CharltaN8 actlvll
Ralsing funds
(Xhpr
1281.5231
16.8901
141
1281.5231
1&8901
141
1293,1631
2,662)
1907)
Total ox
ndlture
ndlturo
In¢omo bofor•
alns Inv¢$tmgnts
othAr roGognis•d gains
Nel unreelised gain on investments
6.085
6,085
53.769
Nat
èx
ndlturè
107107
Nat rnovornent In fijnds
24.602
107107
nel movement in funds arise from continun9 OperaUor￿ aThJ indude5 all gains and Ioss65 rewgnised in the year.
All income and ey8ndilure in 2020 and 2019 was lo urweslricted fl￿￿￿.
The accompaftyi￿ notes lo the finanual statements a￿ an integral p8rt of the Fund's financial statements.
Reconciliation of funds
for the year ended 31 August 2020
2020
Restrlctsd
2020
Un¥vJtriGted
2020
T¢)tal
2019
Total
Total funds brought foMar(S
N61 movement in funds for I
Total funds ¢aTriÈd fts￿ard
3,155
1.332,168
24,602
1.33&323
1,228.216
107107
1 335 323
ear
3.155
1310 Y21
Th8 accompanying nQte510 Ihe finantial statement8 are an inlegral part oflhe Fund $ialem8nts.

## 

## 

|||2020|2019|
|---|---|---|---|
||Notes|f,|E|
|Non-currentassets||||
|lnvestments||951,087|945,002|
|Currentassets||||
|Debtors|I|97,106|31,229|
|Cashatbankandinhand|10|274,220|365,070|
|||371,326|396,299|
|Liabilities||||
|Creditors: amountsfallingdue within oneyear|11|(11,692)|(5,978)|
|Netcurrentassets||359,634|390,321|
|Total assetslesscurrent liabilities||1,310,721|1,335,323|
|Netassets||1,3',1O,721|1,335,323|
|Funds||||
|Restricted income funds|12,13|3,155|3,155|
|Unrestricted income funds|l3|1,307,566|1,332,168|
|Total charityfunds||1,310,721|1,335,323|






## **Boots Benevolent Fund** 

## **Notes to the financial statements** 

for the year ended 31 August 2020 

## **1. Accounting policies** 

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Fund’s financial statements. 

## **General information** 

Boots Benevolent Fund (the “Fund”) is a public benefit entity, a registered charity and is incorporated in England and Wales as a company limited by guarantee not having share capital. The address of the registered office is given on page 3. The nature of the Fund’s operations and its principal activities are set out in the Strategic Report on page 1. 

## **Basis of preparation** 

The financial statements are prepared under the historical cost convention, in accordance with the Statement of Recommended Practice “Accounting and Reporting by Charities (SORP 2019)” applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), effective 1 January 2019; and the Companies Act 2006. 

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Fund operates. 

The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemption available to it in respect of its separate financial statements in relation to presentation of a cash flow statement 

## **Going concern** 

COVID-19 was declared a global pandemic on 11 March 2020 and continues after the balance sheet date.  This could impact on income from donations owing to a resulting change in market factors and the ability to host fundraising events. The Trustees continue to monitor and respond to the impact of COVID-19 on the Fund and all available actions have been taken to protect performance. In addition, grants are only awarded from available funds hence if income falls, the level of grants awarded can be reduced. 

The Fund has net current assets and expects this to continue for a minimum of 12 months from the date the financial statements are signed.  The Trustees have assessed that despite the potential variability of income from donations, there is no material uncertainty surrounding the going concern basis of accounting in preparing the financial statements. 

## **Income** 

All income is recognised once the Fund has entitlement to the resources, it is probable that the income will be received and the monetary value can be measured with sufficient reliability. Such voluntary income is accounted for on the date when it becomes receivable, which is when the Fund is entitled to the resource. All income is generated in the United Kingdom. 

## _Income from investments_ 

Income from fixed interest securities is accounted for on the date when it becomes receivable. Other investment income is accounted for on an accruals basis. Interest is shown as gross amounts prior to any tax deduction, which is recoverable. 

## _Donations_ 

Such voluntary income is accounted for on the date when it becomes receivable. Donated professional services and donated facilities are recognised as income when the charity has control over the item, any conditions associated with the donated item have been met, the receipt of economic benefit from the use by the charity of the item is probable and that economic benefit can be measured reliably. In accordance with the Charities SORP (FRS 102), general volunteer time is not recognised - refer to the trustees’ annual report for more information about their contribution. 

On receipt, donated professional services and donated facilities are recognised on the basis of the value of the gift to the charity which is the amount the charity would have been willing to pay to obtain services or facilities of equivalent economic benefit on the open market; a corresponding amount is then recognised in expenditure in the year of receipt. 

## **Concessionary loans** 

Concessionary loans are interest free and measured at the amount received or paid. 

## **Financial instruments** 

Financial assets and financial liabilities are recognised when the Fund becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a finance transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. 

The Fund only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value. 

## **Expenditure** 

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the Fund to the expenditure. All expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all costs related to that category. 

## _Charitable activities_ 

The Trustees consider that the Fund’s activities are the awarding of grants to retired and serving employees experiencing financial hardship. This constitutes all expenditure besides costs of raising funds. 

## _Costs of raising funds_ 

These costs are incurred in relation to marketing. 

11 



## **Boots Benevolent Fund** 

## **Notes to the financial statements (continued)** 

for the year ended 31 August 2020 

## **1. Accounting policies (continued)** 

## **Expenditure (continued)** 

## _Support and governance cost allocation_ 

Support costs include contributions from Boots UK Limited and Boots Management Services Limited, which is an approximation, based on separately identifiable costs, in respect of managing and administering the Fund.  They also include management costs directly incurred by the Benevolent Fund.  Governance costs comprise all costs involving its compliance with constitutional and statutory requirements. These costs include costs related to statutory audit.  All support and governance costs are allocated to charitable activities and raising funds on the basis of time spent on the activities. 

## _Grants funded activity_ 

Grants funded activity is payments made to third parties in the furtherance of the charitable objectives of the Fund as stated in the Trustees’ Report. 

## **Investments** 

Realised and unrealised gains and losses are included in the Statement of Financial Activities. Investments are stated at market value at the balance sheet date and are derived from investment assets in the United Kingdom. 

## **Cash at bank and in hand** 

Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. 

## **Taxation** 

The Fund is a registered charity and has no liability to corporation tax on its charitable activities under the Corporation Tax Act 2010 (chapters 2 and 3 of part ii, section 466 onwards) or Section 256 of the Taxation for Chargeable Gains Act 1992, to the extent surpluses are applied to its charitable purposes. 

## **Funding accounting** 

The Fund has various funds for which it is responsible, which require separate disclosure. These are as follows: 

## _Unrestricted funds_ 

Funds which are expendable at the discretion of the Trustees in furtherance of the objects of the Fund and which have not been designated for other purposes. 

## _Restricted income funds_ 

Donations received which are earmarked by the donor for specific purposes within the overall aims of the Fund. The donation and income deriving from these funds will be used in accordance with the specific purposes. Further detail is given in note 12 of the financial statements. 

## **2. Critical accounting judgements and key sources of estimation uncertainty** 

In the application of the Fund’s accounting policies, which are described in note 1, the Trustees are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 

The Trustees do not consider there are any critical judgements or sources of estimation uncertainty requiring disclosure. 

## **3. Income from donations** 

||**2020**|2019|
|---|---|---|
||**£**|£|
|Donations from employees and others|**184,484**|243,399|
|Contribution from Boots UK Limited and Boots Management Services Limited (note 6)|**42,788**|80,608|
||**227,272**|324,007|



The donations from employees and others includes £45,881 (2019: £47,515) from payroll giving. The balance relates primarily to fundraising and cash collections by employees in stores. 

## **4. Investment income** 

|**4. Investment income**|||
|---|---|---|
||**2020**|2019|
||**£**|£|
|Interest received from COIF Charities Investment Account|**30,081**|25,865|
|Bank interest|**377**|198|
||**30,458**|26,063|



12 



## **Boots Benevolent Fund** 

## **Notes to the financial statements (continued)** 

for the year ended 31 August 2020 

## **5. Expenditure on charitable activities** 

The Fund undertook direct charitable activities by awarding grants. 

|**Grants funded**<br>**activity**<br>**£**|**Support and**<br>**governance**<br>**costs**<br>**£**<br>**2020**<br>**Total**<br>**£**|
|---|---|
|Expenditure on charitable activities<br>**211,211**|**70,312**<br>**281,523**|
|||
|Grants funded<br>activity<br>£|Support<br>costs<br>£<br>2019<br>Total<br>£|
|Expenditure on charitable activities<br>211,102|82,061<br>293,163|



## **6. Analysis of support and governance costs** 

Support and governance costs included within expenditure on charitable activities of £70,312 (2019: £82,061) relates to costs incurred directly by the Fund of £27,523 (2019: £1,453) and costs incurred by Boots UK Limited and Boots Management Services Limited of £42,789 (2019: £80,608). 

Included within donations is £42,788 (2019: £80,608) representing a contribution in kind from Boots UK Limited and Boots Management Services Limited, based on separately identifiable costs in respect of managing and administering the Fund. 

In the prior year, costs in relation to the full time Fund Manager who oversaw the Fund were borne by Boots UK Limited from 1 October 2018. In the current year, costs in relation to the full time Fund Manager have been borne by the Boots Benevolent Fund from January 2020. The total support costs directly incurred by the Fund for these activities was £27,523 (2019: £4,115) which is included within expenditure on charitable activities. The Fund Manager’s salary is classified as a donated service from 1 September 2019 to 31 December 2019 within the related parties note. 

The audit fee was borne by Boots UK Limited and is included as donated services within expenditure on charitable activities. The open market value is estimated at £5,000 (2019: £5,000). There are no fees payable to the company’s auditor for non-audit services (2019: £nil). Governance costs of £5,000 (2019: £5,000) consist of the audit fee. 

## _Trustees’ remuneration and expenses_ 

The Trustees, or any persons connected to them, have not received any remuneration or reimbursement of expenses from the Fund (2019: £nil). 

## **7. Grants funded activity** 

The following grants were awarded during the year: 

|The following grants were awarded during the year:|||
|---|---|---|
||**2020**|2019|
||**£**|£|
|Miscellaneous grants to retired and serving employees experiencing financial hardship|**174,616**|161,422|
|Fixed amount Christmas grants|**500**|1,750|
|Supermarket vouchers|**36,095**|47,930|
||**211,211**|211,102|



All grants are made to individuals. The Fund also grants interest free loans to Boots employees. During the year 7 loans were granted (2019: 24) amounting to £9,745 (2019: £24,283). Of the loans granted in the year, £3,685 (2019: £21,074) has been repaid. 

## **8. Investments** 

|**8. Investments**|||
|---|---|---|
||**2020**|2019|
||**£**|£|
|**COIF Charities Investment Fund**|||
|Fair value at beginning of year|**945,002**|891,233|
|Net unrealised gain on revaluation|**6,085**|53,769|
|Fair value at end of year|**951,087**|945,002|
||||
|Historic cost at end ofyear|**724,328**|724,328|



13 



## **Boots Benevolent Fund** 

## **Notes to the financial statements (continued)** 

for the year ended 31 August 2020 

## **9. Debtors: amounts falling due within one year** 

|**9. Debtors: amounts falling due within one year**|||
|---|---|---|
||**2020**|2019|
||**£**|£|
|Loans to Boots employees|**6,061**|5,978|
|Other debtors|**6,915**|3,010|
|Amounts due from Boots UK Limited|**84,130**|22,241|
||**97,106**|31,229|



Loans to Boots employees relate to the un-provided balance outstanding on loans as detailed above. Amounts due from Boots UK Limited are interest free and repayable on demand. The other debtors balance relates to the closing balance on supermarket vouchers for the year. 

## **10. Cash at bank and in hand** 

|**10. Cash at bank and in hand**|||
|---|---|---|
||**2020**|2019|
||**£**|£|
|Deposit accounts|||
|- COIF Charities Investment Fund|**192,487**|162,406|
|-Reserve account|**81,733**|202,664|
||**274,220**|365,070|



## **11. Creditors: amounts falling due within one year** 

|**11. Creditors: amounts falling due within one year**|||
|---|---|---|
||**2020**|2019|
||**£**|£|
|Amounts due to Boots UK Limited and associates|**11,692**|5,978|
||**11,692**|5,978|



Amounts due from Boots UK Limited are interest free and repayable on demand. 

## **12. Restricted funds** 

The restricted part of the Fund represents the amount of unclaimed monies owing to investors in the Boots Employees' Savings Fund which were transferred to the General Benevolent Fund when the Savings Fund was discontinued. This amount was transferred to the Fund on 31 March 1997 but is held in trust and, as such, is not available for distribution by the Fund. 

The Fund monies are held in the bank accounts operated by the Fund. Interest received from this account is treated as income of the Fund. 

## **13. Analysis of net assets between funds** 

Fund balances at 31 August 2020 are represented by: 

||**Restricted**|**Unrestricted**||
|---|---|---|---|
||**funds**|**funds**|**Total**|
||**£**|**£**|**£**|
|Investments|-|951,087|951,087|
|Current assets|3,155|368,171|371,326|
|Current liabilities|-|(11,692)|(11,692)|
|**Total net assets**|**3,155**|**1,307,566**|**1,310,721**|



The value of funds relating to unrealised gains is £6,085 (2019: £53,769). 

Fund balances at 31 August 2019 are represented by: 

||**Restricted**|**Unrestricted**||
|---|---|---|---|
||**funds**|**funds**|**Total**|
||**£**|**£**|**£**|
|Investments|-|945,002|945,002|
|Current assets|3,155|393,144|396,299|
|Current liabilities|-|(5,978)|(5,978)|
|**Total net assets**|**3,155**|**1,332,168**|**1,335,323**|



14 



## **Boots Benevolent Fund** 

**Notes to the financial statements (continued)** for the year ended 31 August 2020 

## **14. Employee numbers and costs** 

The Fund has no employees (2019: nil), and no Trustee has received any remuneration or reimbursement of expenses for their services to the Fund during the current or prior year. 

## **15. Related parties** 

Boots Benevolent Fund is a wholly owned charitable company within the Walgreens Boots Alliance, Inc. Group. All companies within the Group are a related party to the Fund. 

During the year, the Fund was donated services to the value of £33,241 (2019: £40,982) from a related company, Boots UK Limited (a wholly owned subsidiary within the Group). The decrease is driven by the Fund Manager’s salary which has been borne by the Fund since January 2020. In the prior year, the Fund only incurred this cost for one month, the rest of the year was classified as a donated service from Boots UK. Amounts due from Boots UK Limited at the yearend were £84,130 (2019: £22,241) relating to store donations. Amounts due to Boots UK Limited at the yearend were £6,061 (2019: £5,978) relating to employee loans. 

During the year, the Fund was donated services to the value of £9,547 (2019: £39,626) from a related company, Boots Management Services Limited (a wholly owned subsidiary within the Group). Amounts due to Boots Management Services Limited at the yearend were £nil (2019: £nil). 

## **16. Commitments** 

At the balance sheet date, there are no grants which the Fund was committed to making that have not been provided for (2019: none). 

## **17. Post balance sheet events** 

The COVID-19 pandemic was declared by the World Health Organisation as a global pandemic on 11 March 2020 and continues after the balance sheet date. 

The United Kingdom left the European Union ("EU") on 31 January 2020, and there is now a transition period until 31 December 2020 in which the United Kingdom and EU are to negotiate a new trading relationship. 

The Trustees continue to closely monitor the situation and do not consider either of these events to have any significant impact on the Company's future nor the understanding of these financial statements. 

## **18. Ultimate parent undertaking** 

The Fund has no share capital and is limited by guarantee of the members. At 31 August 2020 the Fund’s immediate parents are Alliance Boots Holdings Limited and Walgreens Boots Alliance Services Limited and its ultimate parent company and controlling party was Walgreens Boots Alliance, Inc. Walgreens Boots Alliance, Inc. is also the parent undertaking of the largest and smallest group in which the Company is consolidated. The consolidated financial statements of this group are available from the Walgreens Boots Alliance website at www.walgreensbootsalliance.com. 

Walgreens Boots Alliance, Inc. is incorporated in the United States of America, and its principal and registered office address is 108 Wilmot Road, Deerfield, Illinois, 60015. The principal purpose of Walgreens Boots Alliance is to help people across the world lead healthier and happier lives, and the principal activity is retail. 

15