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2022-03-31-accounts

MARINE STEWARDSHIP COUNCIL

(A company limited by guarantee)

TRUSTEES’ REPORT AND CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31[ST] MARCH 2022

Registered Charity No: 1066806 Registered Company: 3322023

Registered Office: Marine House 1-3 Snow Hill London EC1A 2DH

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CONTENTS

Page

Trustees’ Report and Strategic report:

Trustees’ Report and Strategic report:
•Structure, governance, and management 3 to 5
•Objectives and activities 5 to 5
•Strategic report: 5 to 13
Achievements and Performance
Financial review and results for the year
Risk Management
Reserves Policy
Investment Policy
Plans for Future Periods
•Reference and Administration 13
•Trustees Responsibilities 14
Independent auditor’s report 15 to 17
Consolidated statement of financial activities 18
Charity statement of financial activities 19
Consolidated and charity balance sheet 20
Consolidated cash flow statement 21
Notes to the financial statements 22 to 37

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TRUSTEES’ REPORT AND STRATEGIC REPORT

The Trustees of The Marine Stewardship Council (MSC) present their Annual Report for the year ended 31 March 2022 under the Charities Act 2011 and the Companies Act 2006, including the Directors’ Report and the Strategic Report under the 2006 Act, together with the audited financial statements for the year.

STRUCTURE, GOVERNANCE AND MANAGEMENT

INTRODUCTION

The (MSC) is a company limited by guarantee (company number 3322023) and is registered as a charity with the Charity Commission (number 1066806). The Charity is constituted through a Memorandum and Articles of Association dated 17 February 1997, as amended.

The overall objectives of the MSC as set out in the Memorandum are “to conserve the marine and freshwater environments for the benefit of the public and to advance public education in the principles and practices of conservation, particularly, but not exclusively by:

The MSC’s mission is to use its fishery certification program and eco-label to contribute to the health of the world’s oceans by recognising and rewarding sustainable fishing practices, influencing the choices people make when buying seafood and working with a range of partners to transform the seafood market to a sustainable basis.

The Trustees have prepared this report in accordance with Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the Companies Act and the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard in the UK and Republic of Ireland (FRS 102) – effective 1st January 2015.

THE TRUSTEES’ MANAGEMENT AND STRUCTURE

The MSC is governed by a Board of up to fifteen Trustees, elected by the Board, taking into account a balance amongst interested groups: fishing companies, processors and retailers, NGOs and marine (fisheries) scientists, and the need for suitable geographical representation (MSC is a global organisation). Two seats each are set aside for representatives of the fishing industry (harvesting and processing), commercial sector, and the conservation sector, as well as two seats for marine scientists. The remaining seven seats are not allocated to specific interest groups. The Articles of Association provide for ex officio positions on the Board for each of the co-chairs of the Stakeholder Advisory Council, the chair of the Technical Advisory Board, and the chair of the MSCI (see below for descriptions of these bodies). A Board Code of Conduct and Conflict and Declaration of Interest Policy is in place.

The Board receives advice from two advisory bodies that are an integral part of the MSC's governance structure. The Technical Advisory Board is made up of scientists and technical experts and provides the Board with advice on setting, reviewing and implementing the organisation’s standards for sustainable fisheries and chain of custody and related issues. The Stakeholder Advisory Council comprises up to 17 members including representatives from the seafood industry, conservation community, market sector and academia. It provides advice to the Board and input into the MSC’s review processes, ensuring these are representative of a wide range of views and opinions.

Many Trustees are involved in the specialist aspects of the MSC's program and work. The Board delegates some of its work to standing committees and ad hoc work groups. The Finance Committee examines periodic management accounts and recommends the budget to the Board; it also reviews the MSC’s

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investments and certain fundraising activities. The Development Committee’s focus is to help shape fundraising strategy and identify fundraising opportunities. A Governance Committee has been established to provide advice to the MSC Board regarding governance arrangements for the Board of Trustees, Technical Advisory Board and Stakeholder Advisory Council and MSC’s subsidiary companies. The Audit & Risk Committee is responsible to the MSC Board for ensuring that the MSC has in place a robust framework for financial accountability and financial control, suitably qualified external auditors, and an adequate and effective corporate risk management and assurance framework, and also that MSC is compliant with relevant financial and audit regulations. It also fulfils this function for MSC’s subsidiary boards.

The range of these committees provides for robust governance and is vital to the complex and sensitive work of the organisation.

The Board seeks new Trustees through a transparent external recruitment process as vacancies arise, through open, public advertisement and formal interview of shortlisted candidates. The Governance Committee of the Board scrutinises the applications (i.e. CV and covering letter) and the outcomes of the candidates’ interviews, before making a recommendation to the full Board.

Upon appointment, Trustees receive a Trustees’ Induction pack, including documents such as the latest published financial statements, the Articles and Memorandum of Association, an explanation of Trustees’ roles and responsibilities, the Charity Commission’s guidance on public benefit and fiduciary duty etc. The Board of Trustees also adopted a Code of Conduct for all members of the Board and of other governance bodies in 2017.

MSC wholly owns a subsidiary company, Marine Stewardship Council International Limited (MSCI), which carries out its trading activities, most notably those related to logo licensing. MSC wholly owns a further three subsidiaries (MSC Ltd, MSC Asia Ltd, MSC Asia Pacific Pty) the activities of which help fulfil MSC’s charitable mission in the Americas, South East Asia and Australia, New Zealand and the wider Pacific. MSCI also has a Chinese registered subsidiary, An Hai Xu Fishery Certification Consulting (Beijing) Ltd Co (known as MSC China), the activities of which help fulfil MSC’s charitable mission in China. In 2020, MSC established a non-profit General incorporated association (GIA), Ippan Shadan Hojin MSC Japan, to support its charitable mission in Japan.

The day to day operational management of the MSC is delegated by the Board to the Chief Executive Officer (CEO) and the senior executive team (collectively comprising the Executive Committee). The key management team is considered to be the Executive Committee which consists of the CEO, Chief Science & Standards Officer, Chief Operating Officer, Chief Program Officer, and Chief Communications Officer.

The remuneration of the CEO is set jointly by the Chair of the Board and the Chair of the Finance Committee, referencing appropriate market data. The remuneration of the rest of the Executive Committee is set by the CEO in consultation with the Board Executive Committee, based upon independent market data provided by a third-party consultancy.

THE CHARITY CODE OF GOVERNANCE

The MSC takes its governance responsibilities seriously and, as an international charity, aims to have a governance framework that is fit for purpose, compliant and efficient. In 2017 the new Charity Code of Governance was launched, with a recommendation that charities review their level of application and to explain any aspects of the code they were not applying. In our review, MSC carried out a detailed examination of each element of the code:

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This review found that MSC applies the Code in all material aspects.

The principles of equality, diversity and inclusion are embedded within the MSC and its work, through the leadership of the Board. The Trustees particularly recognise the importance and value of a diverse Board, taking account of this in their Board succession planning and recruitment processes. The Board is currently evolving its approach to diversity in the context of its composition and operations.

OBJECTIVES AND ACTIVITIES

PUBLIC BENEFIT

The MSC is an international organisation which partners with the environmental, science and funder communities and the seafood industry to pursue an overall charitable purpose of the advancement of environmental improvement, using its fishery certification and eco-labelling program. It does so by recognising and rewarding sustainable fishing practices, influencing the choices people make when buying seafood and working with partners to help to transform the seafood market to a sustainable basis. The MSC believes its work delivers positive environmental impacts for the marine environment, which in turn provides a significant benefit to the public and to the local communities that depend on fishing.

The application of the MSC’s certification program and eco-label empowers seafood buyers, both major retailer buyers and individual consumers, to make better and more informed choices when buying seafood. The effect is one that rewards in the marketplace those fisheries that follow responsible practices. In turn, this creates the incentives for fisheries around the world to meet the MSC's standard for environmentally responsible and sustainable fishing. In doing so they will have to demonstrate to third party certifiers that they are operating in a way that helps to ensure the long-term sustainability of the fish stocks they are targeting, and that they respect the ecosystems in which they operate. As the reach of the MSC’s program expands globally, the public will, increasingly, be able to identify the best environmental choice in seafood and will be more empowered to play their role in creating a sustainable marine environment. With the marine environment under considerable threat, particularly in the face of climate change, all those that value and derive benefit from the oceans and marine resources stand to benefit from the work of the MSC.

Community groups and other sub-sets of the public that are dependent on the long-term resilience of fisheries and the resulting creation of sustainable livelihoods, in particular, stand to benefit from the realisation of the MSC’s aims through increased economic development, food security and resilience in the face of climate change.

The Trustees confirm that they have complied with their duty in Section 17 of the Charities Act 2011 to have due regard to the public benefit guidance published by the Charity Commission of England and Wales. The Trustees further confirm that the activities of the Charity are carried out, in line with its objects, for the public benefit as described above.

STRATEGIC REPORT

ACHIEVEMENT AND PERFORMANCE

The expenditure for charitable activities during the current year can be viewed in Note 5 of the accounts, where the charitable activities are grouped together under four activity headings: development of policy and the maintenance of the standards, education and raising awareness of the issue of over fishing and MSC’s role as one of the potential solutions, servicing fisheries and commercial partners that are already engaged in the program as well as outreach to potential new partners in developing regions and beyond, and logo licensing, which increases the transparency in the supply chain allowing consumers to choose seafood caught sustainably and so incentivise sustainability.

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The past two years have been ones of enormous challenge for MSC as the world has faced both the COVID-19 pandemic and in February 2022 the Russian invasion of Ukraine. The pandemic has affected every aspect of the seafood industry in all parts of the globe, while the war in Ukraine has directly impacted supply chains sourcing Russian-caught fish. In the case of COVID-19, we are pleased that this has not resulted in any major disengagement from the MSC program – rather, fisheries, supply chain companies, retailers and consumers have maintained their commitment to sustainability and their engagement with the MSC program, as outlined below. It is still too early to know what the effects of war in Ukraine will be on the MSC program.

MSC has proven to be very adaptable over the past two years and responded to the pandemic by issuing a number of temporary changes to its requirements, known as derogations. These have enabled us to respond to the critical challenges posed by COVID-19 without having to revise our Standards or guidance documents. These derogations have permitted greater use of remote and desk-based audits, and although the same level of performance is needed, fisheries have also been given more time to carry out the required improvements associated with MSC certification. However, unlike 2020, we did see a drop in the number of assessments carried out in 2021, likely due to COVID’s continuing effects.

Notwithstanding this, we continue to place particular emphasis on maintaining our strong outreach with retailers and consumers and increasing our engagement with governments and non-government organisations around key areas for change. The MSC’s certification program and eco-label have make it easier for major seafood buyers and consumers to choose certified sustainable seafood, providing both a reward and an incentive for fishers to fish sustainably—our theory of change. With our many partners, the MSC continues to pursue the goal of healthy oceans and sustainable seafood markets globally.

Over the last financial year, and despite these twin exogenous shocks, the number of units of certification rose by over 10% from 859 to 950, while the total number of fisheries engaged in the program (i.e. certified or in assessment) fell slightly to 1,067 from 1,073 (i.e. an additional 117 were in full assessment this year versus 214 last year). A growing global market for MSC-certified seafood is demonstrably rewarding environmentally responsible fisheries and providing incentives for more to join the programme and make changes in their practices where necessary. At the end of the year over 51,000 (51,551) MSC labelled products (consumer facing) were on sale in over 100 countries.

Other relevant indicators of the MSC’s impact and growth include:

Chain of Custody Standard

The MSC Chain of Custody (CoC) program grew again in 2021/22, albeit at a slower pace than in previous years, with the number of certificate holders rising to 5,665, up from 5,437 in 2020/21, 5,170 in 2019/20 and

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4,729 in 2018/19 (and note that the baseline in 2010 was 1,099 in 2010). China overtook the United States in 2019/20 for the first time and it continued in 2021 to have the most certificate holders despite the COVID19 pandemic, with the US still in second place and France now in third, replacing Germany. As in 2020/21, the majority of certificates are still held in Europe, but with notable growth in Asia Pacific, such as Korea and Japan, and in the category the “rest of the world,” which captures CoC mainly in developing economies.

The MSC’s current CoC Standard is widely considered best in class, and our vision is to ensure that the MSC’s CoC system has improved accessibility and efficiency of engagement for all levels of the supply chain which continues to ensure that key risks such as product substitution are controlled, monitored and minimised.

Fishery Standard

As of 31 March 2022, 950 units of certification in 36 countries had been certified as sustainable to the MSC Fisheries Standard, demonstrating their commitment to healthy ecosystems and the long-term sustainability of fish stocks. Another 117 units were in assessment. In addition, hundreds of fisheries around the world are engaged in Fishery Improvement Projects (FIPs). Many of these FIPs will use the MSC’s benchmarking tools and other resources to guide their journey towards sustainability. In addition, MSC’s own Pathways to Sustainability projects are helping move fisheries along the path towards greater sustainability and ultimately, where possible, certification as part of our commitment to work with small scale and/or fisheries in developing economies(see below).

The first iteration of the MSC Fisheries Standard, then called the MSC Principles and Criteria, was published in 1999. Since then, it has been continually developed and improved to reflect the most up-todate understanding of internationally accepted fisheries science and best practice management, informed through consultation with stakeholders around the globe.

Every five years the MSC initiates a Fisheries Standard Review (FSR). The FSR is an opportunity to consider potential improvements to the Fisheries Standard by reviewing issues raised by stakeholders and by our own monitoring and evaluation processes, and where appropriate, to incorporate widely accepted new science or fisheries management best practice.

The latest review started in 2018 and will run until June 2022. Potential revisions continue to be developed for the Board-approved topic areas. Significant progress has been made in the project, and proposals are being subject to in-depth impact assessment. Impact assessments include input through research consultancy and pilot assessments by Conformity Assessment Bodies (CABs). We are now in the final stages of the project, with the final draft Standard due to be presented to the Technical Advisory Board and Stakeholder Advisory Council in May 2022. The MSC Board of Trustees will be asked to make a final decision on approving the standard in June 2022.

The FSR has worked to:

In January 2022, the MSC Board approved the draft Standard and Fisheries Certification Process (FCP) to be released for public consultation. This began on 1 February 2022 and ran until 4 April 2022 (64 days, an ISEAL requirement). Two webinars spread across different time zones were held at the start of the public consultation to present stakeholders with the outcomes of the Review to date. There were over 800 attendees at these webinars, and there has been unprecedented levels of stakeholder engagement with

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the public consultation:164 survey responses were received, plus an additional 48 letters submitted to the Executive. These submissions will help to inform the final draft Standard and FCP presented to the Technical Advisory Board, Stakeholder Advisory Council and ultimately, the Board, for consideration.

Focus on Developing Regions and Small-Scale Fisheries

MSC continued its increased focus on fisheries in developing regions in Asia, Africa and Latin America, many of them small-scale fisheries. These fisheries often have significant challenges around engagement with our program but are key to driving MSC’s growth in the future. As noted above, there are at the end of 2021/22, 108 MSC units of certification in developing economies (up from 73 in 2020/21 and 66 in 2019/20), with a further 24 units in assessment.

Fisheries in developing regions are often vital to local food security, livelihoods and economic development, so it is especially critical that they are managed sustainably. Equally, many of these regions are ones that will be most affected by climate change, leading the MSC to approach this work with a sense of urgency. Small scale fisheries, especially tropical fisheries, will face critical problems in maintain sustainability as fish stocks move from their traditional geographies. The MSC worked in 2021/22 to scale our Pathways to Sustainability projects and related In Transition to MSC (ITM) program to directly help these fisheries become more sustainable and resilient.

Pathway projects seek to map the fishery space in targeted geographical regions in order to understand what is being caught, where and by whom, identify fisheries with the potential to move forward towards improvements, and then work with these fisheries to develop action plans that will lead to sustainability and eventual MSC certification. In 2021/22, we had Pathways projects in Namibia (the Benguela Current Project), in Western Africa in Senegal, Mauritania, the Ivory Coast and Cape Verde, and in the Mediterranean in France, Italy, Spain and Greece (Project MedFish/MedPath) and in the East Asia Sea (South Korea, Japan, and China).

In addition, the first fisheries from Indonesia, Mexico and South Africa that were included in the Fish for Good project, generously funded by the Dutch Postcode Lottery, moved into the ITM program, where they are eligible to receive direct funding for sustainability improvements over a 5-year time frame, as long as they continue to make progress against the MSC Fishery Standard. This support is funded through our Ocean Stewardship Fund (OSF) via the Transition Assistance Fund.

Finally, we continue to pioneer new approaches to understand and help mitigate the effects of climate change on fisheries, as well as lower the cost of certification by developing tools such as our Data-Limited Methods (DLM) project for data poor fisheries, which are often in Developing regions.

CHARITABLE FUNDRAISING

The MSC employs a professional fundraising staff of four full time employees who are tasked with delivering MSC’s fundraising plan as articulated by the Board and senior management and managing our own Ocean Stewardship Fund (OSF); the MSC is registered with the UK Fundraising Regulator and voluntarily observes the UK Charity Commission’s Code of best practices. This includes complying with any relevant statutory accounting and reporting requirements on fundraising. Fundraising staff at the MSC are overseen and monitored by both senior management and the Development Committee of the Board of Trustees. The MSC worked with the Swiss-based independent investment advisory company Clarmondial around fundraising for the OSF in 2021/22 as part of a grant from the Mava Foundation, but does not otherwise employ outside fundraising consultants or similar commercial services, nor did the MSC receive any complaints around fundraising, or the staff engaged in fundraising in 2021/22.

The MSC undertook no active fundraising from the general public requiring disclosure under S162A of the Charities Act 2011 in the past financial year (2021/2022) and had no campaigns or other active attempts to fundraise from the general public. The majority of MSC’s charitable income continues to come from institutional sources (foundations/trusts and government bodies) that are not domiciled in the United

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Kingdom (see below). While the MSC does not in the main fundraise from individuals, the organisation is in full compliance with the General Data Protection Regulation (GDPR) rules in respect of personal data.

Support from Funders

The MSC would especially like to thank our many charitable donors across the globe for the significant support they have given us since our founding. This year was no exception in the continuation of this valued support, as the MSC received significant new and generous support from both the Mava Foundation and Walton Family Foundation for our Ocean Stewardship Fund, and from the Mava Foundation specifically for our work both in the Mediterranean, western Africa and around enabling financing for fishery improvements. In addition, the David and Lucille Packard Foundation continued to support us with both a generous unrestricted grant, support for our work in Japan, and support to our Pathway Project in the East Asia Sea. We would also like to thank the Walton Family Foundation for supporting work around our FSR and projects in Indonesia, Latin America, and the United States. In addition, the MSC continues to receive generous core support from the Dutch Postcode Lottery, Triad Foundation and Holzer Family Foundation, as well as continued support from the Adessium Foundation and Leventis Foundations for our work in the Mediterranean and the Remmer Family Foundation for our work in southern Africa.

FINANCIAL REVIEW AND RESULTS FOR THE YEAR.

Total group income in 2021/22 was £29.8 million compared to £30.1 million in the previous year. Income from charitable activities (that is, largely logo licensing royalty and annual fee revenue) amounted to 88% of total income (2020/21 85%).

Income from donations and legacies was £2.4 million in 2021/22, down 31% from the £3.46 million received in 2020/21. Note 2 to the accounts shows a further breakdown of voluntary income.

Income from charitable activities, consisting largely of royalty income and annual fees, increased overall by 2% from £25.62 million in 2020/21 to £26.13 million in 2021/22. Annual fees increased by 5% to £2.07 million (2020/21 £1.97 million). Volume royalty was stable at £23.77 million (2020/21 £23.65 million).

Income from investments of £0.74 million increased compared to the previous year (2020/21 £0.42 million). The net gains on the investment portfolio (that is, the increase in market valuation of the investments at the year-end) amounting to £0.95 million (2020/21 gain £3.21 million) are excluded from investment income and are disclosed separately on the Statement of Financial Activities as “Gains / (Losses) on fixed asset investments”.

Expenditure totalled £28.67 million in 2021/22, up 5% from £27.24 million in 2020/21. While expenditure has increased year on year, the expenditure reported for 2021/22 was much lower than the level of expenditure budgeted for the year. The global lockdowns in place as a response to COVID-19 severely restricted expenditure on travel, meetings and events and some other planned activities than could not be delivered virtually. Staff costs, on the other hand, were unaffected by COVID-19 since no employees were furloughed or made redundant due to the pandemic.

Staff costs increased by 3% to £15.03 million from £14.59 million. The average number of employees in the year decreased to 251 in 2021/22 (2020/21 277).

Expenditure on raising funds for the MSC’s fundraising activities was increased by 2.8% to £0.62 million (2020/21 £0.60 million).

Note 5 to these accounts provides a breakdown of costs incurred in furtherance of the Charity’s objectives and shows a year-on-year increase in spend on the MSC’s charitable activities of 5.3% to £28.05 million (2020/21 £26.64 million).

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Governance costs increased by 21.6% to £0.7 million, the increase being driven by the extra costs incurred for developing the new integrated strategic plan. These costs also include the audit fee, the cost of holding Board meetings as well as other Board relevant costs and an allocation of relevant staff salary costs. Governance costs are only 2.4% of total MSC income, welcomely low for an organisation which is very complex and has a truly global reach.

Losses upon revaluation of foreign assets amounted to £0.15 million (2020/21 loss £0.13 million). This gain or loss arises from the revaluation of the net assets held by the MSC’s overseas subsidiaries.

The MSC ended the year in a sound financial position.

The overall surplus for the year of £1.9 million increased total reserves going forward to £40.7 million. £2.38 million of this carry forward reserve are restricted funds, £2.01 million are funds designated to OSF activities and £36.33 million unrestricted. The surplus in the year on unrestricted reserves was £1.74 million.

Cash balances (including cash investments of £3.5 million) totalled £10.4 million (2020/21 £9 million).

RISK MANAGEMENT

The Trustees address from time to time the risks that face the Company and adopt responses to minimise the risks identified.

The major risks identified are:

The Trustees review the risks regularly, and they believe that there are adequate systems in place to minimise them.

The impact of Brexit continues to be a risk, with ongoing uncertainty over the changing distribution patterns of raw material inputs into UK and European supply chains. A global perspective of the MSC highlights that much larger volumes of MSC certified fish supplies come from outside Brexit affected geographies, thus mitigating the potential downside impact of Brexit on MSC royalty income. The conclusion is that Brexit is unlikely to become an existential crisis.

MSC has been lucky so far to have travelled through the COVID-19 pandemic materially unaffected in terms of incoming resources: royalty income was robust and charitable donors were supportive in terms of any delays in project outputs arising because of the global lockdown. Certain activities, specifically those that required travel, have had to be postponed where it was impossible to complete them virtually, while the shift towards digital marketing was accelerated. More generally, the organisation moved to adapt to remote working quickly and successfully.

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The war in Ukraine presents potential risks to the MSC caused by disruption to global supply chains and impacts on financial markets – it is still too early to assess the direct effect of these on the organisation, but MSC continues to monitor the situation and engage actively with supply chain partners.

The reader should note the MSC Board are in the process of reviewing how MSC identify and categorise strategic risks.

RESERVES POLICY

The Trustees believe that it is generally good practice to hold reserves to protect against funding and other financial difficulties.

The MSC raises the majority of its voluntary income from a relatively small number of supportive trusts and foundations and consequently the financial impact should a donor decide to phase out its support would be material. The MSC is striving to diversify its charitable donor base. As a result, more speculative income and more restricted income may be included in the MSC’s budgets. Holding reserves ensures confidence that such target income can be given time to be nurtured without detrimentally effecting the MSC’s operations.

Certified fish entering the supply chain is the fuel that facilitates the generation of ecolabel royalty income for the MSC, via its trading subsidiary MSCI. While royalty income is therefore diversified across many certified fisheries, MSC certification can be lost or withdrawn. Similarly, royalty income is dependent upon the use of the MSC’s ecolabel on a pack, which is an entirely voluntary decision made by the brand owner, not the MSC. Should royalty income unexpectedly decline, it may be necessary to realign expenditure to income. Reserves are therefore held to allow time for this realignment to take place and to cover the costs of such a fundamental restructuring in the event of a major downturn.

The reserves also cover the exchange rate risk implicit in the MSC’s income and expenditure patterns, as well as the risk of losses arising from liquidating fund investments that form a major part of the MSC’s unrestricted reserves, in the unlikely circumstance that these investments are needed to fund day to day operational expenditure. Finally, the MSC’s short term cash flow requirements (i.e., its “working capital”) are also covered by reserves.

The Board has quantified the makeup of reserves against each of the above-named risks and concluded, in total, the unrestricted “free” reserve should be set between a minimum of 9 months and a maximum of 12 months of the following year’s budgeted expenditure.

Should the maximum reserves ceiling be habitually exceeded (defined as being two continuous years in succession), the Board will consider strategically whether the MSC’s capacity to generate royalty revenue remains appropriate and in line with its current and predicted expenditure requirements, or whether the success of the MSC licensing program has resulted in royalty income being generated at rates in excess of the organisation’s ability to spend it over the longer term.

Alongside any such strategic consideration, within a financial year that any breach in the maximum reserves ceiling is identified, the Board will give consideration to investing all the surplus free reserves, or an appropriate proportion, in the following areas:

This reserves policy was adopted by the Board of Trustees in June 2019 and its appropriateness is continually monitored.

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The MSC ended the year with unrestricted reserves of £36.3 million (see note 20). Once intangible assets and tangible fixed assets of £5.1 million (see notes 10 and 11), free reserves amounted to £31.2 million (2020/21 £29.7 million). This equates to 12.3 months of the Board approved unrestricted expenditure budget for 2022/23 (£30.4 million), up from 11.5 months reported for the previous year.

INVESTMENT POLICY

The general objective of holding investments is so the MSC’s reserves generate a return that would be greater than the return that could be obtained if the reserves were held as interest bearing cash deposits.

Fixed asset investments are held in investment funds managed by Northern Trust and UBS. The intention is for these investments to be held long term, within a balanced and diversified portfolio, and that the MSC will not need to liquidate the investment in the foreseeable future. Both investment managers have delegated authority to make investment decisions, within a framework of pre-defined portfolio parameters, in response to market movements.

The Northern Trust portfolio covers equities, fixed income securities, real estate, and commodities. The equity element (the majority of the investment) is invested in Socially Responsible Investment (SRI) funds. The SRI funds mirror Morgan Stanley Capital International Ethical, Social and Governance indexes (namely the MSCI World ESG index and the MSCI US IMI index) to guide investment opportunities in equities screened for ESG criteria.

The investment fund managed by UBS consists of a mix of fixed income securities and equities, weighted towards equities. UBS use third party rating providers MSCI Research, Inrate or Oekom to allocate to each holding an ESG score and to provide MSC with a portfolio with an overall sustainability profile.

Current asset investments are all held as cash deposits.

PLANS FOR FUTURE PERIODS

The MSC has successfully finished the final year of its current Integrated Strategic Plan (ISP) and has now turned towards developing a new ISP to guide the organisation from 2022 for the next five years.

This next iteration of the ISP will address organisational issues related to MSC’s growth and evolution as a fully global institution, so that we can continue to support fisheries, supply chains and markets that are engaged in the MSC program. A major feature of our development over the coming years will thus be the use of digital technologies across all parts of the organisation. We expect that this will include several related strands, including developing new systems around digital traceability of certified seafood through the supply, upgrading of our auditing and assessment systems, as well as a review of our current chain of custody (CoC).

Increasingly as well, the MSC is looking at how our own Ocean Stewardship Fund (OSF) can act as a vehicle to support fisheries in their pathway to sustainability. We are accelerating progress and increasing the number of sustainable fisheries worldwide by funding innovative research and supporting fisheries at all stages on the path to sustainability. Over £2.1 million has been dedicated to 64 fisheries and projects around the world through the OSF. In 2021/22, £700,000 was awarded to projects including satellite tagging stingrays, translocating sea urchins and developing deep-sea cameras. At least half of the grants will support fisheries in developing economies, such as Indonesia, Mexico and India, that are transitioning to sustainable practices.

In part to fund this, the MSC has committed 5% of annual royalties from MSC certified product sales to the Ocean Stewardship Fund. In 2021/22, we are expanded the fund by combining the MSC's own contributions with external funding from third-party donors. In 2021/22, we were successful in efforts to raise money for the OSF from third-party donors, including from the Mava Foundation and Walton Family Foundation, and mobilised over £2.3 million (or US$3.2 million) from both sources.

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MSC is also moving to understand the impact of climate change on certified fisheries and sustainable fishing in general and will work to develop new tools and approaches to mitigate the impact of climate change on certified fisheries and the communities that depend on these fisheries. Conversely, the MSC will also seek to understand the potential benefits of moving to certification and sustainable fishing around reducing fishing’s carbon footprint.

REFERENCE AND ADMINISTRATION

Trustees and Directors of the Marine Stewardship Council (MSC) :

Dr Werner Kiene Chair Appointed October 12
Mr Kristjan Th. Davidsson Treasurer and Finance Committee Chair Appointed July21
Mr Giles Bolton Appointed January19
Ms Maria Damanaki Appointed July19
Mr Stuart Green Appointed June 20
Mr Jim Leape Appointed December 15
Mr David Lock Audit & Risk Committee Chair Appointed November 18
Ms Amanda Nickson Stakeholder Advisory Council Co-Chair Appointed January19
Dr Kevin Stokes Appointed July20
Mr Paul Uys MSCI Board Chair Appointed August 15
Dr Christopher Zimmermann Technical Advisory Board Chair Appointed January21
Ms Stefanie Moreland Stakeholder Advisory Council Co-Chair Resigned May22
Mr Eric Barratt Resigned July21

The Trustees of the MSC are the charity’s Trustees under charity law and are the directors of the charitable company.

Principal Office & Registered Office : Marine House, 1 - 3 Snow Hill, London, EC1A 2DH

Principal Officers – the Executive Committee

Mr Rupert Howes Chief Executive Officer Dr Alene Wilton Chief Operating Officer Dr Rohan Currey Chief Science & Standards Officer Mr Nicolas Guichoux Chief Program Officer Ms Ishbel Matheson Chief Communications Officer

Advisers

Auditors: Crowe U.K. LLP, 55 Ludgate Hill, London, EC4M 7JW Bankers: HSBC Plc, 165 Fleet Street, London, EC4A 2DY Solicitors: DAC Beachcroft LLP, 100 Fetter Lane, London, EC4A 1BN Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP

Investment managers:

Northern Trust Company, 50 South Lasalle Street, Chicago, IL 60680, USA UBS, 1 Finsbury Avenue, London, EC2M 2AN

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TRUSTEES’ RESPONSIBILITIES

The Trustees are responsible for preparing the Trustees’ Report, the Strategic Report, and the financial statements in accordance with applicable laws and regulations.

Company law requires the Trustees to prepare financial statements for each financial year in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards) and applicable law.

Under company law the Trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and of its net incoming resources for that period. In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping proper accounting records that are sufficient to show and explain the charitable company’s transactions and disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

S 418 CONFIRMATION

Each of the Trustees at the date of approval of this report confirms that:

This confirmation is given and should be interpreted in accordance with the provisions of section 418 under Companies Act 2006.

This Annual Report of the Trustees, under the Charities Act 2011 and the Companies Act 2006, was approved by the Board of Trustees on 26 July 2022 including approving in their capacity as company directors the Strategic Report contained therein, and is signed as authorised on its behalf by:

Dr Werner Kiene Chairman of the Board of Trustees

Date 26 July 2022

14

Independent Auditor’s Report to the Members of Marine Stewardship Council

Opinion

We have audited the financial statements of Marine Stewardship Council (‘the charitable company’) and its subsidiaries (‘the group’) for the year ended 31 March 2022 which comprise the Consolidated Statement of Financial Activities, Charity Statement of Financial Activities, Consolidated and Charity Balance Sheets, Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. 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).

In our opinion the financial statements:

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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including 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

In auditing the financial statements, we have concluded that the trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's or the group’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report.

Other information

The trustees are responsible for the other information contained within the annual report. 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.

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 this gives rise to a material misstatement in the financial statements themselves. 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 this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

15

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement, the trustees (who are also the directors of the charitable company for the purposes 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We obtained an understanding of the legal and regulatory frameworks within which the charitable company and group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, the Charities Act 2011 together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit

16

procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charitable company’s and the group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company and the group for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation, employment legislation and taxation legislation. We also considered compliance with local legislation for the group’s overseas operating segments.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, if any.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within the recognition and classification of income and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Audit & Risk Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and revenue, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission and reading minutes of meetings of those charged with governance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed noncompliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations.

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.

Julia Poulter

Senior Statutory Auditor For and on behalf of Crowe U.K. LLP Statutory Auditor

London

Date: 15[th] August 2022

17

CONSOLIDATED￿A7EMETr￿oFFlNAN11ALA￿W1￿lE5 IIN(LVThNG INCOMEANDWENDttUREA(COUPm FOR THEYEARENDED 11 MARIH21)22 UNRESTRICTEDFUNDS UNRESTRICTEDFUNDS Re5tncted TotslFund5 Fund5 ?￿22 Restricted Totsl Fund5 Fund5 2•21 Notes General Intome Donations and le¥gaJes L.93Z 1.136 25.019 4L6 1457 25,fi1 416 ZS.IZ2 744 507 27.￿1 2fi,132 744 507 29,789 Incomefrom Investmonts Totslln(ome L932 27.7P5 1321 Expendiiure 621 25.023 021 751 751 L274 Z.274 23.672 24.276 740 740 2.￿3 Izzj 26.635 27,239 Total Eyndltur Netlncorne bofoi@transtet54ndothergain5 and1055e5 G&in IIL0551 on revaluation of fixed555et inve5tment5 1207 17451 LIZO 3A99 17401 1857 $17 947 1,214 1,214 Net incotnebelDIEtran5feI5 17451 iyzi 17401 on G4in/lLossl on rev3luation of foreign a55ets Tr8n5fer5betweenfund5 11491 11271 11.2681 1.126 142 IL0801 L076 Netrno¥ement funds 1.737 381 L918 S￿6 336 102 F￿nd￿￿tI15t Marth2021 IllslMarthX120 1,625 2,579 1,289 1477 F￿nd￿￿t21St Marth2022 IltstMaith2I21 a6,31L 2,379 40.716 34,594 1,625 15 There worenorocognlsodgalns orlossesothorthanthose Included InthÈStatomÈntof FlnancialArtivrtle All Incomeand Expenditure derivefrom(ontinuingactivity. 18

CTriARrfY STATEMENT OF FIP4ANCIALACTNmES IINCLUThNG INCOME AND EXPENDifuREACCOUNTI FOR THE ENDED 31 k14JlCH 2022 UNRE5TRlCtED FUND5 Unrestritte Designated ¢ Funds Funds UNRESTRKtED FUNDS Unrestritte Designate d Funds d Funds Notes Restria& T(wal FUN15 Fun¢5 Restriae¢ Totri Funts Fun¢5 20U DDnations and ieaEaties Incorne from chaiiEabie actiwties Income from Invesiments Othei trJdini activities Totsi IKome 430 10.595 744 1.9a2 818 20.107 415 2.313 3.iai 20.107 415 20595 744 21.715 1,932 23,715 21.347 2,313 23,660 E￿￿rtUre Expenditure on raisingfunds Expenditure on charitable activities Tatal Empenditure 621 19.457 20.078 611 750 750 1.806 1.806 17.726 18.33D 740 740 1.619 1.619 634 Net ￿Orne belue translers aTrJ other£alns nd knsses 1.697 17441 116 79 S.D17 17401 gn 947 947 Inve5trnent5 Net IncthY￿ befole1￿Tr51e 8.114 1214 17441 126 6.231 17401 6,185 Tran5fer5 between fun¢5 1.126 117 ii.(wi 1.076 1.401 382 248 1026 5.151 336 F￿ at Jlst Marth 2011131st Marth 20201 32.484 1.624 4.462 38.570 27.333 1.288 3.764 ot 3151 Mw<h 2022 (Jlst Msith 2021} 40.596 38,570 There were Do rec08Thised ¥aiThs or losses otherthan those included iThthe Staternent of Financial Activities. All In(ome and EHpeTrOiture derive frorn ioDtiDuiDK attivity. 19

The financial statements on pages 20 to 38 were approved and authorised for issue by the Trustees on 26 July 2022 and signed on their behalf by:

Dr Werner Kiene Chairman of the Board of Trustees Company Registration Number 3322023

20

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE GROUP FOR THE YEAR ENDED 31 MARCH 2022

Statement of cash flows
Cash flows from operating activities:
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Dividends, interest and rents from investments
Proceeds from the sales of property, plant and equipment
Purchase of property, plant and equipment
Proceeds from sale of investments
Purchase of investments
Net cash provided by (used in) investing activities
Cash flows from financing activities:
repayments of borrowings
Net cash provided by (used in) financing activities
Change in cash and cash equivalents in the reporting period
Cash and cash equivalents at the beginning of the reporting period
Cash and cash equivalents at the end of the reporting period
Reconciliation of net income / (expenditure) to net cash flow from
operating activities
Net income / (expenditure) for the reporting period (as per the
statement of financial activities)
Adjustments for:
Amortisation and depreciation charges
FX on Foreign Assets
Net unrealised loss (gain) and other movements on investment
Dividends, interest and rents from investments
(Profit) / Loss on the sale of fixed assets
(increase) / decrease in debtors
Increase / (decrease) in creditors
Net cash provided by (used in) operating activities
Analysis of cash and cash equivalents
Cash in hand
Notice deposits (less than 3 months)
Total cash and cash equivalents		 2022
2021
£'000
£'000
1,720
3,245
744
416
0
0
(1,413)
(1,165)
6,315
5,605
(5,975)
(5,941)
(329)
(1,085)
0
0
0
0
1,391
2,160
9,007
6,847
10,398
9,007
2022
2021
£'000
£'000
1,918
5,944
1,183
822
(382)
610
(1,552)
(3,812)
(744)
(416)
5
46
115
81
1,177
(30)
1,720
3,245
2022
2021
£'000
£'000
6,854
6,032
3,544
2,975
10,398
9,007

21

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2022

1. Accounting policies

Marine Stewardship Council is a Public Benefit Entity registered as a charity in England and Wales and a company limited by guarantee. It was incorporated on 17[th] December 1997 (company number 3322023) and registered as a charity on 10[th] December 1997 (charity number 1066806).

The company was established under a Memorandum of Association which established the objects and powers of the charitable company and is governed under its Articles of Association (amended July 2014).

In the event of the company being wound up members are required to contribute an amount not exceeding £1 each.

The registered office is Marine House, 1-3 Snow Hill, London, EC1A 2DH.

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

Basis of accounting: The consolidated financial statements have been prepared under the historical cost convention, except that fixed asset investments are stated at market value, and in accordance with Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the Companies Act 2006 and the Statement of Recommended Practice 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[st] January 2015.

These financial statements consolidate the results of the charity and its five wholly owned subsidiaries, Marine Stewardship Council International Limited (which is incorporated in the UK), Marine Stewardship Council Limited (which is incorporated in the United States), Marine Stewardship Council Asia Pacific Pty Limited (which is incorporated in Australia), Marine Stewardship Council Asia Ltd (which is incorporated in Singapore), and Ippan Shadan Hojin MSC Japan (which is incorporated in Japan) on a line by line basis.

MSCI also has a Chinese registered subsidiary, An Hai Xu Fishery Certification Consulting (Beijing) Ltd Co (known as MSC China), the activities of which help fulfil MSC’s charitable mission in China.

The functional currency of the Charity and its subsidiaries is GBP because that is the currency of the primary economic environment in which the group operates. The consolidated financial statements are also presented in GBP.

MSC’s overseas subsidiaries are converted into GBP and consolidated into the group accounts using the year end exchange rate, with the foreign exchange gain or loss arising reported as gains or losses arising upon revaluation of foreign assets in the SOFA. Fixed assets held in the overseas subsidiaries are immaterial.

Going Concern: The Trustees approve the annual budgets and periodic forecasts to ensure there is sufficient working capital to meet the charity’s obligations over the subsequent 12 months. The charity meets its ordinary working capital requirements through its existing cash balances. The Covid-19 impact has not had a material impact on the charity’s financial operations. Having regard to the above, the current cash position and the expected cashflow over the following 12 months the Trustees believe it appropriate to adopt a going concern basis of accounting in preparing the financial statements.

After reviewing the group’s forecast and projections, the Trustees have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. This view is supported by the level of free reserves held at the year-end (equivalent to12 months expenditure). The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty: In the application of the accounting policies directors are required to make judgement, estimates, and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historic experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The critical estimate involves accruing for royalty income, with around 2% to 10% of the total royalty accrued each year being based upon historic trends only, rather than information received post Year End from the license holder relating to actual labelled sales for the period of the accrual. This arises because turnover declaration returns of labelled product sales are submitted by license holders in arrears. As a result, labelled product sales data covering reporting periods ending 31[st] March are received after the financial year end. At the point the accounts are drafted, not all license holders may have reported their labelled sales data (even though the license agreement obligates them to submit their turnover declaration by one month after the end of the reporting period in question). For these license holders, the level of labelled sales (and hence royalty income to be accrued) are estimated based on historic trends.

22

Judgements are also made for bad debts provisions, based upon reviewing debts older than 90 days at the year end, and for certain contracts of service, whereby the fee to be received by MSC for services delivered continue to be subject to negotiation after the year end.

Fixed Assets:

Intangible fixed assets

Intangible fixed assets represent software costs capitalised in accordance with FRS102. These are stated at historic cost and amortised on a straight-line basis over the period which revenue is expected to be generated (typically 4 years). Items costing less than £500 are expensed in the year of purchase.

Tangible fixed assets

Tangible fixed assets are recorded at cost or, in cases where tangible fixed assets have been donated to Marine Stewardship Council, at valuation at the time of acquisition. Tangible fixed assets are capitalised in the balance sheet at cost, except for items costing less than £2500 which are expensed in the year of purchase.

Depreciation: Depreciation for UK entities has been provided at the following rates in order to write down cost or valuation, less estimated residual value, of all tangible assets by equal annual instalments over their expected useful lives.

Incoming resources: Grants and donations are recognised as income when it is clear MSC has entitlement to the income, that the donation is reasonably certain to occur and that the value of the donation can be measured. Logo license royalty income is accounted for in the period in which the labelled products were sold by our trading partners. Similarly, fixed fee income, such as the North American Subscription Programme, is recognised as income for the contracted period, requiring a deferral of income if the fixed fee for a financial year is raised in advance. Service fees, such as Peer Review College fees or ASCI fees, is accounted for in the period the services were delivered. Donated services and facilities are included at the value to the charity where this can be quantified. No amounts are included in the financial statements for the services donated by volunteers.

Expenditure: Resources expended are included in the Statement of Financial Activities on an accrual basis, inclusive of VAT which cannot be recovered. Since 1[st] February 2009, the Charity has been registered within a VAT group consisting of itself and its UK based trading subsidiary, Marine Stewardship Council International. From 1[st] February 2009, therefore, input tax can be partially recovered based upon a business: non-business model.

Expenditure on raising funds comprise expenditure incurred in encouraging others to make contributions to the charity and include staff costs directly attributable to that activity. Expenditure on charitable activities comprise direct expenses incurred on the defined charitable purpose of the charity, and include staff costs directly attributable to the charitable activities. Where costs could not be directly attributed to any particular function or activity (i.e., costs classified in MSC’s ledger as relating to senior staff and office, IT, HR, finance, premises support type costs), they have been allocated by applying bases consistent with the use of the resource. Senior staff costs are apportioned to charitable activities in relation to an estimate of time that that senior member will focus on a specific charitable activity. Head Quarter support costs are allocated to charitable activities in proportion to the staff costs sitting in that charitable activity. Local office support costs are allocated based on an estimation of charitable activity focus of that local office (that is, across servicing and outreach and education and awareness only).

In Kind income and expenditure: Where in kind supplies are received MSC will value the income and corresponding expenditure based on the value of the gift as identified either by the donor or, if appropriate, by the assumptions set out in any contract underpinning the commercial relationship between the donor and MSC.

Cash and bank and current asset investments: Cash balances held in interest bearing deposit accounts (business reserve accounts or time deposits) are classified as current asset investments in the balance sheet. All other cash balances held at bank or in hand are classified as cash at bank or in hand in the balance sheet.

Investment income: Investment income is recognised in the accounts when it is receivable and is allocated to the appropriate fund.

Investments: The charity has four wholly owned subsidiary undertakings.

Marine Stewardship Council International has a wholly owned subsidiary, An Hai Xu Fishery Certification Consulting (Beijing) Ltd Co (known as MSC China), which received its business license 2 February 2016. In 2020, MSC established a non-profit General incorporated association (GIA), Ippan Shadan Hojin MSC Japan, to support its charitable mission in Japan.

23

Investments in the subsidiaries are stated at cost.

Fixed asset investments are held in a portfolio covering equities, fixed income securities, real estate, and commodities, which is managed by Northern Trust, and a second fund, managed by UBS, focused upon fixed income securities. The equity element of the Northern Trust fund is invested in Socially Responsible Investment (SRI) funds. The SRI funds mirror Morgan Stanley Capital International Ethical, Social and Governance indexes (namely the MSCI World ESG index and the MSCI US IMI index) to guide investment opportunities in equities screened for ESG criteria. The UBS fund focuses on lower risk investments consisting of gilts and corporate paper. Fixed asset investments are reported in the financial statements at their market value on the balance sheet date, including the effect of any unrealised gains and losses as of that date.

Foreign exchange: Assets and liabilities denominated in foreign currencies are translated at year end exchange rates. Exchange differences are included in the statement of financial activities. Transactions during the year are recorded at the prevailing rates.

Financial assets and liabilities: Financial assets and financial liabilities are recognised when the Charity becomes a party to the contractual provisions of the instrument. Additionally, all financial assets and liabilities are classified according to the substance of the contractual arrangements entered into.

Financial assets and liabilities are initially measured at transaction price (including transaction cost) and are subsequently remeasured where applicable at amortised cost except for forward rate currency contracts which are subsequently measured at fair value with gains and losses recognised in the Statement of Financial Activities. Assets and liabilities held in a foreign currency are translated to GBP at the balance sheet date at an appropriate year end exchange rate.

The Group enters into forward rate currency contracts to manage its exposure to fluctuations in exchange rates throughout the year. These contracts are recognised at fair value with gains or losses recognised in the Profit and Loss account.

Pension costs: In the UK, the charity operates a defined contribution group personal pension scheme for the benefit of any employees wishing to join. Defined contribution schemes also operate for overseas based employees in other, non-UK, jurisdictions in line with local legislation. The contributions payable under the schemes are charged in the income & expenditure account, and the assets are managed by an independent organisation.

Taxation: Marine Stewardship Council is a registered charity, and therefore is not liable for income tax or corporation tax on income derived from its charitable activities since it falls within the various exemptions available to registered charities.

Operating lease assets: Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Fund accounting: The general fund comprises those monies which may be used towards meeting the charitable objectives of the charity at the discretion of the directors. The restricted funds are monies raised for, and their use restricted to, a specific purpose, or donations subject to donor-imposed conditions.

24

2 thJnatkn5 & ￿lac}ES 2021 2021 Grants froTll Other thJritable bodies GrJnt5 frorn iovernfflent LY¥anisations Donations fTom cornpanie5 Other donations 1.170 a.OIB 232 145 3,457 3 kNe5Ernert in(ome 2022 2021 Bank and inbEs￿ent fund5 744 416 re(eivable 4 Ex￿rtUre￿ t6151￿1￿ 20Z2 20ZI 371 other ruTrninE costs investment manager5 tees 5UPPDrt 18 82 164 621 Exyndhureon th&rltabbe ttiwties undeffike diretriv Support costs Governance costs 4ttiwtie5 ufjdertakefj direttiy Governance Costs Supporrcosts Policy & maintenance of 5tandard5 Education & awarene55 5ervi(ing & outreath to fisherie5 comrnercial 4,041 1,418 211 S.670 3.875 174 8.362 1,704 10.277 8.197 1.561 174 9,932 7.049 2.449 211 6.418 2.101 174 5ettor Logo licensing tQ5ts (kean Steward5ttip Fund 1.157 751 414 70 L611 751 563 746 746 21.359 5.985 20.776 5.280 579 26.655 Policv Raising Funds st3ndard5 EducatiOTh & SeTriCing & warene55 outreach Logo liiensillE Tcrtal 2 Total 2021 Orfiie 5er¥ice5 IT services Finance services Human Resoufces Prernises 333 771 20 204 575 1.331 35 353 155 2,449 97 225 L445 3a42 1,336 2.417 427 926 24 io 164 245 26 414 450 1.704 6.149 Supporrcosts have been allLKated to a(riyitie5 in linewith tOEal e¥penditurewiEhin each office fun(riL>n, this is 8 reasonable approximation of the ￿$OUr(e usage within each acrivirv). 25

7 Netinwme lexpendilure 2022 2021 Thegroup's net Income /expendlture Is stated afteror charglnE'. Fees payableto the parent charity's auditors forthe auditof the charity's annual account5 Fees payableto the parent charity's auditors forthe auditof the charlty's subsldiarles Total fee5 payableto the parent charity's auditor5 forauditing5ervices Fees payableto the parent charity's auditors fortax servi￿5 Operating lease charges-13nd and building Operating le45e charge5- office equipment (Profitl l L055 on fixed a55et disposal Depreciation 32 io 27 42 30 1,183 8 TrusteelditertOW5and empliyees St8ff co#s. includingdirertors, remuneration, were 8$ follows.. 2022 2021 Wage5and salaries Social sèeurity Costs Pension 12,210 1,669 12,098 1,486 1.0 14,599 15,033 The numberof staff employed bythe chérity durin8the yeérwésas follows.. 2022 number 2021 number 277 Number of staff duringthe ye3r Full Time Equivalent (￿E] durin8the year 26

The number of ernployee5 whose emolurnents amounted to o¥er £60,(￿ in the ￿ar wès ès follow5.. 2022 20 16 2021 17 16 £60,(KY). £69.999 £70,(W. £79,999 £80,(W. £89,999 £i(K),(XN). £109.999 £IIo,(XN)- £119.999 £120,(XN). £129.999 £130,(XN). £139.999 £150,(XX). £159.999 f210,(XX). £219.999 f240,(XX). £249.999 £250,(XN). £259.999 Key rnanJEement personnel are defined as those Vdho are designèted as members of the MSC Executive Cornrnittee. salary, pension contribution5 Jnd other benefits received durinE 2021122 b¥the five Executive Comrnittee members amounted to £921,338 12020121 f961,2751. The L>andin¥ forthe hi¥he5t paid employee shown abo¥e includes ernployers pension contribution paid a5 salary. This treètrnent wès adopted os rnitlEation to the tapering of the annual pension contriL>ution allowance. The emolurnents reported in all other band5 exclude employers pension contribution MSC paid pension contribution5 and other benefit5 on behalf of staff totJllinE fl.154.24412020121' f1,014,8191. For the 53 rnembers of staff whose emolurnents were greater than £9).(￿ the MSC paid pension contributions ?nd other benefits totallin¥ £459.54812020121'. f417,1161. 9 Tnis1tt5' remuwMh?Tr f4bJ expeTh5e5 The chèir of the charitable cornpany, Drwerner Kiene, who is also a Trustee undercharity law, recei¥ed or wès entitled to receive emoluments of USD 48.1KKJ during the year for profe55ionJl services rendered 12020121." USD 46.(KY)l. These payments were made in line with criteria laid down in the Mernorondum ind Articles of A550Clètion of the company ènd were approved bythe full Boirtt. The ChJriry hès met travel and subsistence expenses incurred bythe fourreen Trustee5 in the Charity'5 business totallin¥ £6,666 12020121.. £10,958). The Charity ha5 also pjid forthe indemnity insurance c05t forthe trustees (who are also direttofs) and it5 key employee5 with reEJrd to their Jaions on beh?If of the charity. 27

10 Intangible assets Group Tradèmark Group Software and database Group Totsl Charity C05t At 1st April 2021 Additions Disposals I write off5 At 31 March 2022 3,933 1.398 3,933 1,398 1,398 5.331 5.331 Depreciation At 1st April 2021 Charge forthe year Disposals / write offs At 31 March 2022 2.678 1.089 1678 1,089 2.295 3,767 3,767 3,383 Net book value At 31 March 2022 At 31 March 2021 1.563 1.253 1.255 L255 Trademark intangiblè asset represents the Él purchase cost to buy the MSC logo trademark from Marine stewardship Council International. The amortisation charge of intangible asset5 ha5 been allocated equally across Policy and maintenance of standards, Education and awareness, Servicing and outreach to fisheries and commercial sector, and Logo licensing costs. £496,CO) of the £1,504,IhXlgroup software and database net book value relates to assets under construction. £464.CfM) relates to the capitalised development costs of the Supply Chain Audit Platfomi. due to EO live in the autumn of 2022 and a furthèr £32.Cm relates to the capitalised dèvelopment costs of thè Enhancèd Traceability Project, turrently at the proof of concept stage. 11 Tawxible fÉxed o5sets Group Long Group Furniture, Leasehold fittings and IT PToperty eouiprnent Right of Use Assets Group Total Charity At 1st April 2021 Additions Disposals I write offs At 31 I￿arth 2021 3.70J 1,180 4.703 15 ItAI 4011 Llll 4.703 At 1st April 2021 CharEe for the year Disposals I write offs At 31 I￿¥£h 2022 373 37 1,281 1.122 87 57 1601 1601 410 L209 Net lthk Value At 31 March 20Z2 At 31 March 2021 2Z6 272 3,516 3,599 3A94 3.581 3.327 28

Group Shares i Sub5idi3ry Ch?rity Shoresin Subsidiary 123 IrrdStn￿tlrt6r￿IPC￿lÈ5 At l April 2021 Ad+JitlOD5 At 31 March 2022 Netbookv•lue At31 Marih 2022 At31 March 2021 145 145 145 145 Th& tompany'sSubsidlari•sdufin8th&yèrw&r• asfollipWS". ¥ner5hip ActN M?rine StewJrd5hipCwncil MSC UK 15the sole lTrternationJl ICN 34864851 5horeholder MariTr4 Stkw3rdshlpCtyJncil Ltd MSC UK iSthksol• IEIN 91-201B4271 m•mbor MJriTre StewJr+JshipCvuDciI MSC UK isthe sole Trust IA8N 69 517984 ￿5> member MSC UK isthÈstsle UK Cofflrnerrièl attivitie50fmirine5teward5hipcouncil IuKtrèdinE5ub5idiaryl us4 hi•vettte objoctlVQsofMSC IUScharitabl•sub5idiaryl Au3trJliJ hieve the objecri¥e50f MSCIAJJ3trJliJncharitJble 5ubsidiaryl MariTre StEw3rdshipCouncil ia Ltd ICN 201215612MI membkr MSC UK isthe 501e Singapor• hi•v•tho objorti¥osofMSC ISingapor•an charitabl•subsldlaryl MSCJ?pon-GIA member hievethe objecri¥esofMSCUap?n GIA5ubsidiJryl An Hai Xu Fi5h@ryC@rtffication Con5uIEinE IBÈijiTrglLtd Co ICN 91l1o15mA￿3GWGIcl MSCI Isthksole Cttina shar•hold•r hivoth4objettive50f MSCIChin•setradin8subsidiaryof M5CII MSCA¥i MSCAsi ISCI Ltd ISC Ltd P3<￿1¢ Pty Ltd cert￿l¢arionCon5￿l1lThE IBRijin£lLtdCo MSCJapan Donation53fflé lea4acie5 26,051 IncomèfrDm In¥È5tmÈnts GrèDtsfroTn UKCharity Total irKome ExpÈnditure'. EKpenditureoDchiritèblpirtiviEi&S Foreigft exchènge @ainlllos ToLIl EV￿ll￿re NEt In[D￿e/l£￿pen1IturFl GIftAidto UK Charity Ftsnds at IstWIl 2021 Fund5 It 15tlwril 2022 3,374 3.412 1,112 1.112 117 119 796 796 656 658 26,551 13,139 33 13.172 13,379 13,379 iai 3,472 82 a.554 1,074 Isi 811 547 65 612 1.082 153 273 49 49 131 131 79 15 142 52 FixedAssets& Intangible Fixed*&5ets insub5idiary 14 179 Debtors CI5h at bankand in 9.801 3.538 13.339 13 li 49 43 15 290 14 15 197 1180 117 CreOitors.Amoufflf51allln4duewlth oneyeaf ia 71 14 36 52 131 131 79 15 52 A•pro￿Tr￿d byi Sharecapital Unresrri<tedfuDds Rastrirt4dfunds 145 179 131 79 15 52 131 131 79 15 52 29

12b Fixed Asset Investments

Balance at beginning of year
Addition of principal cash
Sale of investments
(6,315)
Purchase of investments
5,975
Cash generated by sale / (purchase) of investment
340
Gain / loss on investment
564
Dividend and interest income
744
Investment managers fees
(96)
Foreign exchange revaluation
382
The historic cost of the investment made is £12,258,971.
Asset Classes of Fixed Asset investments are:
Equity Funds
Fixed Income Securities
Real Estate funds
Commodities
Money Market funds		 2022
£'000
17,628
0
(5,605)
5,941
(336)
3,826
404
(82)
1,594
(610)
19,222
2022
£'000
14,345
2,962
156
469
1,290
19,222		 2021
£'000
14,090
0
3,538
17,628
2021
£'000
12,770
4,245
134
258
221
17,628

13 Current Asset Investments

These are comprised of cash deposits held for investment purposes

Balance at beginning of year
Additions/(reductions)
Closing value at end of year
14 Debtors
Trade Debtors
Other Debtors
Prepayments and accrued income
Amounts due from Subsidiary undertakings		 Group
Group
2022
2021
£'000
£'000
2,975
3,014
569
-39
3,544
2,975
Group
Group
2022
2021
£'000
£'000
2,140
1,418
270
356
8,456
9,207
0
0
10,866
10,981		 Charity
Charity
2022
2021
£'000
£'000
2,859
2,971
562
-112
3,421
2,859
Charity
Charity
2022
2021
£'000
£'000
143
85
198
319
643
440
11,552
12,443
12,536
13,287

30

15 Q£dItt￿.. fallky vAthlTr oThe ￿ar Grwp 2021 6r( 20Zi Owrrry (thornv 2022 2021 Trode Creditor5 Tax and social security creditor Other trèditors Accrua15 and deferred iniome 1,671 376 1.186 1,417 1,542 328 563 1.112 1,050 163 297 1,079 224 775 4,650 3.545 2,387 2,246 Mo¥ement on deferred intome". Group 2022 Chartty 2022 Dèferred intome at l April 2021 Released to Income in year Income deferred in year Deferred income at 31 Mafch 2012 386 386 IS c￿￿n￿[S.. a￿￿ts(all￿¥ duE aftcr year Gio 1022 arity Charty 2021 Recertification fund liability Ocean stewardship Fund Total falling due after more than one ￿ar li 189 IB iio 128 iio iio The Recertification Fund is now closed and balances accrued into it are being drawn down as claims are made. The Recertification Fund mechanism has been replaced by the Re￿rtifIcation ￿siStance Fund. one of the strands of the Dceèn Stewardship Fund IOSFI The OSF consists of the Recertification Assistan￿ Fund. which supports the costs of recertification for fisheries that are at theirsecond orsubsequent recertification.. the Trbnsition Assistance Fund, ¥vhich 5UPPOrt5 fisheries to make the necessary improvements to become certified.. the Science and Research Fund. which supports research projects With an emphasis upon condition closure.. the Innovation Fund. which supports strategically importbnt research. The OSF 15 reported as de5iEnated funds on the face of the SOFA Movement trn recertification fund.. 2022 2022 R￿ertIf1{at1on fund IApril 21 Di5bur5ments in year Re(ertification fund 31 March 22 £55.IKIJ of the recertilication fund balance is shown as other creditor5 falling due within one year 31

l?a FuTrts- Group B3ian¢e 15tApril 1021 Bala 315t March 2022 Income Expenditure Gains and losses Transfers Note D&L Pèckèrd FouDd4tion Dutch Po£tcode Lottery MAVA. Fondatioll pour la Nature Loan Gaurantee, Walton, Resittted MAVA OSF Medit klAVA OSF Wegi Africa 52 52 39 751 279 177 D&L Packard Foundation D&L Packard Foundation Nephrop Re5e4rch UK Adessium Foundation. Carasso Foundation. Resour￿ le¥acies Fund 1&5 24 62 io 23 41 MAVA Mella5Fi5h LevaDt15 Hellasfi5h Various funders Cephs & Chefs Multiplier - Cerrifiiations & Ratin85 P6ik6rd Foundation- EastA51a 9e li 12 13 14 52 IS2 76 19S 16 17 18 215 AVA Medpath WAFIC MAVA. Fofidatiofi pour la Nawre WWF Sweden ISWIOCEPHI Remmer Foundation Walton Foundation 91 55 41 19 21 23 1.678 435 T￿1 Rc5rrKIEd 1579 L932 112741 142 1379 Unre5triCted'. General purpose fund 34,594 27.851 125.6441 798 11.2681 36,351 Designated- 05F 24 1.6 1.12S Toial fjrow FuTrts 19.789 128.6691 40,716 Exchange galns and losses arfsSng from rhe revaluarion offorelgn currency a5ser5 held overseas have been set agaln5t contributions. Transfers of unresiricied funds in￿desI6Thated funds relate to the Ot£an Stewardship Fund Isee below). Motes.. 11 Capacity buildin8.- 21 Dutch PD5t Code Lottery Fish For GoDd,- 31 MAVA LEAD 2-, 41 Benguela path4Yay project.. 51 MAVAOSF Medit.. 61 MAVA OSF West Africa 71 Data Llmlted Phase 2.. 81 Japan ExpansSon 2019- 2021.. 91 Nephrop Research UK 101 Proje(t Mediterrénean.. 111 MAVA. Fondation pour la Nature. Greece. 121 Levaniis. Gree￿.. 181 MAVA Medpath, 191 Wpstern Australian Fishin8 Industry Council-, 201 MAVA West Afric3,- 211 WWF Sweden- SWIOCEPH 221 Remmer Foundation.. 231 Walton Support for the MSC pro8ramme 2019-22 241 Ocean Stewardshlp FuTrd IOSFI. A deslgnaied fund wlth a 3 fold oblectSve of supportlng flsherles transSllonSng towards MSC. fundlng SC5en￿ and research prolectsthat w511 benefir MSC'S sustainability agenda and a recertification srrand. helpingiocontribuie roihe audit C05t offisherie5 being certifieclforihethird iime12nd reiertrficaiionl. Forprior yearcomparative5, see note 23 32

17b m￿￿on Des*natel lknthnStew¥dsh5p Fthnd Group Group Group 2022 2022 2022 TAF RAF SRF GBP(m GBP(￿ GepfAK) Group Group Group 2022 2022 2022 Innovation Seed Fund OSF Admin CBP( GBP (A)) GBP fAK) Group 2022 GBP( (Icean 5teward5hip Fund 31 Marth Za L>esiinations made in the year IncorninE resources Transfers from Seed fund Crant admin expenditure Grants awarded during thebEar Ocean stewardship Fund 31 Marth Z2 503 fL)i 153 116 1.625 1.160 116 157 35 12031 1501 33 371 17141 Z.W7 549 219 Group Group Group 2D21 2021 2021 TAF RAF SRF 66P(XW) GBP(W GBP (WX) Group Group Group 2021 2021 2021 Innovation Seed Fund OSF Admin GBP( GBP( GBP Group 2D21 66P(KW) O￿an Stewardship Fund 31 March 20 DesiEnatiOThS made In the Transfers from Seed fund Grant Bdmin expenditure GraDts awèrdeo during theTrEar Ocean 5te%yardship Fund 31 March 21 320 431 797 91 107 431 107 33 1.076 163 11961 14SI 1481 503 1140 163 601 153 1.625 Charity Chariry Charity 2021 2021 1022 TAF RAF SRF GBPLW GBP&￿ GBPLYXI Chariry Charify Charity 2021 2Q22 iozz Innovation Seed Fund OSF Admi GBPLI G8P L¥yJ GBPL Charrty 2021 GBPL Ocean Stewardship Fund 31 fvlarch 21 DesiEnatlOn5 madp In the year Incoming resources Tran5fer5 frorn Seed fund Grant admin expenditure GraTh￿ awarded during the ￿Or o￿an Stewarijghip Fund 31 lJarcn 22 503 601 153 116 1.62S 1.16D 116 36 12031 1991 I2￿) 17341 2.￿7 549 371 219 Charity ChariEY Charity 2011 2021 2021 TAF RAF SRF GBP LW GUP(K¥) G8P C Ch4rity Charity Group 2021 1021 1021 Innovation Seed Fund OSF Admin G6PL GBPiKYJ GBP(K¥J Charity 2021 Total GBP (W Ocean Stewardship Fund 31 March 10 DesiEnations rnade in the year Transfers from Seed fund GraDE adrnin expenditure Grants awarded dufine the year (kean Stewardship Fund 31 March 21 320 431 797 92 107 1.289 1.076 431 107 35 163 11961 1461 6941 1.615 12481 503 14D 163 601 153 TAF is the Transition A5Si55tsnce Fund and 15 funded by 2% of the volurne royallv Incorne geneTrted In the previous year. RAF Is Ehe Re(erritic4tigD As5155EaDce Fund Is funded by2% otihe volume FO￿1￿ ifjcoffle generated In Ehe previou5 ye4r. SRF IS the Science and Research Fund and is funded by 05% r>f the w)lume royalty incorne Eenerated in the previous year. OSF Admin 15 the AdministrJtion Fund. to cover OSF administration iosts. and 15 funded by0.5% of the volume royalty incorne Eenerated in the previous year. Innovatlon 15 the innovation fund. and 15 funded by allo(aiions for unre5tritted ortransfer5 from the seed fundin4 pot. Seed Fund Is Ehe balance rern6ininK otthe tlm initial allotatioD from uDrexri(red fuDd5 Into the OSF. 33

18 Ihar Gains and ast April 2021 Iniorne Expenditure Ttan5fers 5151 March ZOZ2 Io55e5 Note D&L Packard Foundation Dutch Posicode Lottery MAVA. PPJIMP Nephrop Research Proj UK Deur5che Gesellschaft tur Internationale Zu5arnnen3rbeil 52 52 39 32 61 D&L PackJrd Foundation D&L Packard Found6tio 165 536 Adegsium FoDnllation. Carasgo Foundation, Resource leEacie5 Fund 23 41 MAVA. Gree(e io li 12 12 52 UK Projett Stage I UK Proie(t stage 2 UK Pfolect Siage 3 Ceph5 & Chef5 8S 72 147 147) 1341 172 15 14 Packartt Found4tion- Eè5EA51a Sea BenEuela- Pathway5 Proje MAVA Medpain WAFIC MAVA. LEAD 2 Wéltofj- Loan Guarantee Walton Foundation D&L Packard Fgundètion Entwicklungs{e5e115haft IDEGI 215 16 17 91 S5 11041 18 19 20 21 751 L13B 651 61 19581 651 61 25 24 MIDATLAMtIc Walton Foundation W4lEOn Found6iion MAVA OSF Medit MAVA OSF WestAfrica 26 27 144 19 144 19 301 305 29 276 Total Restr*ted 4A61 L932 117 4.705 Unrestricted.. General purpose fund Designated- OSF 32.484 1,624 21,775 12D.D781 947 J3,SES 2.006 30 1,126 Totsl Group Funds 98.570 23.713 122.6341 947 40.596 EKhange gain5 and losses arising from the reveluation of foreign currency a55ets held over5e?s have been set against expenditure. Transfers between funds represenitransfers of unTestrlcted funds Into restrlcted funded actSvltles as matth fundlTrg contrSbutSons. Transfers of unrestrlctedfunds Snto desSgnated fund5 relate rothe Ocean 5tewdrdshlp Fund15ee below). 11 Capacity building.. 21 Dutch P05t Code Lottery Fish For Good,. 31 MAVA PPAMP.. 61 Data Litnited Phase 2.. 71 japan Expansion 2019- 2D21.. 81 SuppDrt for MSC'S prD8ramme in Sweden NESUFISH 91 PrDjECt Mediterranean, 101 MAVA Fondation PDur la Nature. Greece-, 111 Levant15, Gre￿e-. 121 UK Pioject Inshore, 131 European Union, Chephs & Chefs-, 141 Multiplier- Ratin8s Collaboration,. 151 Packard East Asia Sèa Projett-, 161 Ben8uela Paihways Projeci 171 MAVA MedPèth-. 181 Western Australlèn Flshing Industry Council,. 191 MAVA Lead 2,. 201 WWF Sweden- SWIOCEPH 211 Walton support for the MSC progTamme 2019-22.. 221 Packard japan Expanslon Phase 1.. 231 DEG Dongshan.. 241 KDE Kln8fisher.' 251 MldAtlantlc 261 Walton support forthe MSC programme 2016-19., 271 Walton Mexico., 281 Mava Medit OSF,. 291 MAVA OSFWestAfrica 3010(ean Stewardship Fund IOSFI. A de5ignaredfund wirh a 3 fold objective of supportingfisheries transirioningtoward5 MSC. fundlng SCIen￿ and research prolectsihai wlll benefit MSC'S su5tainébility agenda and a recertificéiion 5tr?nd. helping to contribute to the audit CQ5t offisheries beingcertified for the third time12nd re(ertrficoiionl. The timeline forfully spending the Él rnillion initi?1 designatlgll 15 likely to be between 3 and 4year For priDryear cDMparatlVÉ￿, See note 24. 34

19 FInandalComm￿m￿Thta Group Group Group LDnd & Group Land & BuSkalng 2022 Oth•r Ot￿r 2022 2021 2021 Expiry Date 345 112 Tvjoto Ilve years Total 655 214 Ch4rfty C￿r￿¥ C￿r￿¥ Ch4rfty Land & Bulldlnp 2012 OEh 2022 Bullthn 2021 Oth•r 2021 106 Twoto fiveyears Totsl 2022 1022 2D ijnrestricted Designated Resuicted Funds Funds Funds 1022 Total Funds 2021 2Dii 2021 Unrestricted DesiEnaEed Restricted Funds Funds Funds 2021 Total Funds Fund balanles at 31 March as represented bv.. Taneible fixed assets & iThbt5tTnents 21738 1.564 11229 120)) 22.738 21.228 I,￿5 12.239 21,228 i.￿$ 16,443 Neicurrent assets 2.0)6 2.379 16.614 I2￿> 1.625 1579 Total net JS51S 36,331 1379 40.716 34,594 L625 L579 21 ReLtd pmtian5Xtbx The Marine Stewardship Council's related parties as defined bythe FinarKiJI Reportini standard 102, Jndthe nature of the relationship, are surnmarised below-. Marine Stewardship Coullcil International Lirnited IMSCII DuriThi thefinancial year MSC char¥ed M5CI 15% of it5 office. premises and HR cost5, 50% of it5 IT Costs. and an allocatlOD of salary of the MSCS Finanie Dire(tor and GobErnance Seuetarytotallinl £1.864.76112021. £1,345.9361. Allo(ation5 of key rnanaEerneDt salaries iotalled E163.56912021. f171,2631. Gift aid payable forthe ￿ar arnounied to £I5.579.￿s¢202I. £12.926.2121 and the royalty payable by MSCI ro MSCfof the ri¥htto exploit MSC5 eiolabel arnounied to £7,137.544 12021- f7.W2.4521. Al 51st Ma￿h 2022. MSCI owe¢ £11.551.670 in total tothe pafent charity company Thi5 omount Inilude5the amount pa￿bIe by MSCI to MSC 05 [￿l￿fOrthe ri¥htio emploitthe Chariiie5 inielleaual propertyli.e. the MSC ecolabell and thegift aid duetQihe Charity of MSCI'5 atcouniing surplu5forthe year. The ultim6ie controlling partyofthe Chérity is its rnernbef5 who are a15Qlhe Direaor5 Truxees. Incomefrom charitable artivitie5 inilude5 £293k120121 f336kl of In-kind incorne related to marketing support. the cost of which is reported undereducation and awarenes5. 35

23 Fur&15. Grrw. lomparatNe h>r pr￿ ye 8alanie 1st April 2020 Baknce 31st Marth 2021 Income Expenditu￿ Gains and losses Transfers Note D&L Paikard Foundation DLrt£h Postcode Lottery AVA. Fondjtion pour la Nature European Union DeuEsche Geseiis£haftfur Internationale Zus3mnenarbeil IGIZI D&L Packard Foundation D&L Paikard Foundation D&L Packard Foundation swedish Institute Adessium Foundation. Carasso Foundation, Resource legaiie5 Fund Isustainable Fisheries Fundl MAVA Hella5Fish Levantis Hella5fish 52 52 112 18 29) 11251 165 io 78 li 53 52 114 Variou5 funders Cephs & Chefs ultiplier- Certificutions & Rjtings Paikard Foundation- Ea5tAsia Sea Iseai Pathways Projett MAVA Medpath WAFIC 13 14 147 1991 162 31 215 15 91 16 17 18 19 91 MAVA. Fondation pour la Nature WWF Sweden ISWI((EPHI emmer Foundjtion Walton Foundation 21 19 23 )6 1.678 L678 Total Ile5trKied 1477 321 IL2231 1579 Unrestritted-. General purpose fund 29,088 27,775 124,2761 3,087 11,0801 34.594 Desi¥nated- OSF 24 17401 1.076 L625 Total Grcrty FUTh JU54 127,2391 3.tQ7 Exchangeyiffl5aTrd1055e5ar15ingfromthe revalJatlonoflorei4n<urrerFE￿rO￿aTr Maritifflo& Fishoriés Ftsnd IEMFFI.. s)￿Sta1n￿bIÉ Oct0p￿Spr01￿L.. 61 Packard Limited Phaso 1 ?IData Lirnited Phè5e2, 8lJapan Expan5I0n 2019-2021."91 SuppDrtfDrhlSC5 prwarnmein 5wodon NESUF15 IOIProjett MeditqrrinpiD-. 111 MAVA, Fondition pourli N3EurE, Gree(e.- 12ILpvanti5, GreKe-. 131UK Projectln5hore.' 14IEurc*pean Ufflion, Cheph5 & Chef5,' 15IMultiplier-Ratin45Collaboration', 16IPackard E?5tA513 Sea Project.. 1711SEALPJthwJysProjert 181MAVAMedPath." I9IWeJtÈrnA￿￿trnIiJTr F15hing Indu5tryC￿nc1l". 20)mAVAL￿ad 2". 21IWWF5weden-SWIOCEPH 221RRmmRrFoundation." 23IwiltQD 5UPPDrtforthq MSC proErarnmE 2019-22 341OceanStew?r45hipFuTrd IOSFI. Ade51gfflèiedlundv¢lth a 3foldobjectiveof5UPPtytlngfisheriestr3ffl5ltiMln4towèr45MSC.fundi￿5¢lence affl4 research projectsthatwlll benefitM5cJs￿stlI￿￿bil1tylEQndI recertrficitionJtrand. helpinltocantributetothe auditcoJtDffish￿rIÉ￿bÈIrngc￿rtrf1èdfOrth￿thIrdtlrnÉI2￿df￿ÈrtlfiC￿tIOnl. Th4tiTn•linpforfully5pendingthq£l Tnillion I￿ltial d&S1￿all9￿ 15 like1yto￿b￿tw£￿￿ a •nd4y•aT5. 36

24 Fund5- thaYity_ cam￿lat￿t￿ 8Jlance 15tApril 2Q20 Income Expenditure Gains and losses Transfers 31st March 2021 Note D&L Packard Found3tlon Dutth Postcode Lottery MAVA. Fondation pour ia Nawre European Union Deutsche GeseiisthafE fur S2 474 65 148 19 D&L Patkard Foundation D&L Packard Foundation 291 552 165 Ades51um Foundation. Cata550 Foundation. ResourEe legacies AVA. Fond6tion pour 16 N6ture Levant15 Hellasfi5h V6rious fun¢ers Ceph5 & Chef5 io li 12 13 14 15 16 17 18 19 20 21 55 52 113 52 161 147 Paikard Foundation- EastA5ia Sea Iseal- Pathwav5 Proje(r MAVA Medpaih WAFIC MAVA. FondatioTh pour la Nature WWF sweden ISWIOCEPH Walton Foundation D&L Packard FoundJtion En￿Ick1un8S¥eSel1sh3ft IDEGI 215 15 91 215 112 19 1,018 651 61 1,678 Is￿) 651 61 23 MIDATLANTIC Wbiton Foundation Wblton Foundation 26 27 144 19 144 3.764 2J13 IL6191 4A62 Unrestricted Épneral putP05p fund Dp5ignated- OSF 27.322 21.347 118.3201 17401 3.114 11.0801 1.076 L624 Totrifjr(w Fu￿5 51SB5 15.6fdl 5.114 3&57 Unrestritted.. GeneTrl purpose fun De5iEnbied OSF 27,333 1.188 Zl,347 118,3501 17401 5.214 11,(wi 1.07S L624 Tcrtal Group 31585 120.6891 3.214 38.570 iontributlOll5 TTrnsfer50f unre5trittEdtund5 intodE51Enatedfund5relatEtotheOEeanStEward5hip PyTr415ee belipw IICapacitybuildifi4, 2IDutch Postctsde LottÈryFi2h ForGotsd, 2IMAVAPPPMP., 41EuroppaDMaritirn& F15hqri45 IEMFFI. 51Su5fiiffl•blq OrtQPU5 projqtt, 61Daia Liffliièd Phaso2-. 7lJapan Expansion 2019-2021., 81 S￿pPortIat MSCS progfamfflÈ Inswodoffl NFSUFIS YlPrDiertMeditef￿￿e1n,- IQIMAV4 pourli NOturE.Gre￿e, IIILevontI5.Gre￿e, 121UKPrr&lÈCtlTrshorÈ', I31£￿repe￿n UfflirTh.ChÈphs&ChÈls. 14)M￿ltiplI￿r-R￿t1Th￿5CoI1ab0ra[Ioll.' 15IPickard£astAsiBSÈi Frol￿t.. 181￿EALPathWIyjProJ￿tt 171NiiVAMedP?fh". ItIWe5ternAustTrli6n Pi5hifiKln¢ustry¢vunril", 191MAVALea¢ 2, 201WWP5weden-5WI(KEPH 211W•ltofi supportforthMSCprou•rnrn2019-22".22IPickardJapafi EKpifflJion 1..23IDEG DonEShin.'24IKDEKinBfithor.'25IMidAtl•ntK 261 Waiion Supportfor the fvTSC prOEramme 201&19., 271 Walton klexico 281OcJnSt•w•rdshipFund105FI Ad•slln4tidfufidwith •3fold Dbj•ctiv• DfsUPPOrtinEfiih•ri•striDsitioniniiowords MSC,fuDdinEsci•nco •ndrsirchproiKUthatwill bÈnÈfitMSC¥suStaiThabilityagÈndaartd a rètèrtifitalian straThd. hÈlpingtotoTrtfib￿￿toEhé auditcostoffishÈriÈsbÈingtÈrtifiÈdforthÈthitdtimÈ12nd rÈtÈrtifitationl. 37