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2023-03-31-accounts

MARINE STEWARDSHIP COUNCIL

(A company limited by guarantee)

TRUSTEES’ REPORT AND CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31[ST] MARCH 2023

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:
•Structure, governance, and management 3 to 8
•Objectives and activities 8 to 9
•Strategic report: 9 to 16
Achievements and Performance
Financial review and results for the year
Risk Management
Reserves Policy
Investment Policy
Plans for Future Periods
•Reference and Administration 17
•Trustees Responsibilities 18
Independent auditor’s report 19 to 21
Consolidated statement of financial activities 22
Charity statement of financial activities 23
Consolidated and charity balance sheet 24
Consolidated cash flow statement 25
Notes to the financial statements 26 to 41

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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 2023 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 2019.

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 and Executive receive 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 and Executive with advice on setting,

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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 Executive and 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 oversees MSC’s financial operations, examining periodic management accounts and recommending the annual budget to the Board; it also reviews the MSC’s 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 Board.

Upon appointment, Trustees receive a Trustees’ Induction pack, including documents such as the latest published financial statements, the Memorandum Articles and 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 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

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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 and updated in 2020, 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 updated Code:

This review found that MSC applies the Code in all material aspects. Further, in order to build on its compliance with the Code and maintain governance best practice, over the current year, the Board has implemented range of governance evolutions. A key element of this best practice progression is a review and update of the Charity’s Articles of Association, which is currently close to completion.

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. To this end, a number of newly appointed Trustees will join the Board from July 2023. The new Trustees bring wide-ranging, relevant experience to the MSC and come from diverse backgrounds: these appointments will serve to enrich the diversity of the composition of the Board of Trustees.

BOARD OF TRUSTEE DUTIES UNDER SECTION 172 OF THE UK COMPANIES ACT

DUTIES & RESPONSIBILITIES

The responsibilities of the Board of Trustees under section 172 are summarised as follows:

A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company and have regard (amongst other matters) to:

On joining the MSC Board, all new Trustees are briefed on their duties, and Trustees also receive relevant training and information throughout the period of their term of appointment.

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It is important to recognise that the Trustees partly fulfil their duties through a governance framework (including a formal Scheme of Delegated Authorities) that delegates day to day decision-making to the Executive Committee of the Charity. Details of our governance arrangements are outlined in the Trustees Management and Structure on page 3.

The MSC Trustees consider that they have fulfilled their obligations under section 172. The following summarises how this has been achieved.

RISK MANAGEMENT

We operate in an uncertain and challenging environment, from which emerge a range of risks, many of which are beyond our direct control. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face.

The Board has set in place a robust risk management framework, enabling it to assess and manage both its risk appetite and our current risks and their mitigation. The Audit & Risk Committee is responsible to the MSC Board for ensuring that the MSC has in place an adequate and effective corporate risk management and assurance framework.

For details of our principal risks and uncertainties, see the Risk section of the Finance Report on page 14.

STATEMENT OF ENGAGEMENT WITH OUR EMPLOYEES

As a ‘knowledge-based’ organisation, our employees and our ‘Better Together’ culture are critical to the success of the MSC. With this in mind, development and investment in our people is integral to our charity.

Key people initiatives we have set in place, and continue to progress include:

STATEMENT OF MSC’S RELATIONSHIPS WITH STAKEHOLDERS & SUPPLIERS

Independence, transparency, impartiality and multi-stakeholder governance are central to the MSC’s values and commitment to maintain and strengthen world-leading standards.

We work hard to ensure our standards, strategy and decision-making take account of the views, expertise and experience of a wide range of perspectives, from academia and government, the fishery and market sectors, and the environmental NGO community.

Our governance structure therefore involves a wide range of individuals with different perspectives to ensure that the MSC’s decisions are balanced, reflecting many sectors and interests. Stakeholders are included in the membership of the MSC Board itself, the Technical Advisory Board, and Stakeholder Advisory Council (STAC). Indeed, the STAC was specifically established to provide advice and stakeholder perspectives to the Board and

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Executive. Its membership includes representatives from the seafood industry, conservation community, market sector and academia, and reflects the diverse expertise, experiences, geographies and interests in relation to the work of the MSC.

In addition to our governance bodies, other stakeholder engagement initiatives and activities include:

We also value all our suppliers (all of whom are selected through robust procurement processes) and the contributions that they make to our organisation. Our effective working relationships with our suppliers served us very well during the COVID-19 pandemic, particularly that with our outsourced IT partner, which worked closely with us to ensure we were able to continue to operate fully and maintain organisational cohesiveness throughout extended lockdowns across the world.

MSC’S ENVIRONMENTAL PERFORMANCE

The following table sets out MSC’s GHGe (Green House Gas emissions). 2022/23 is considered as MSC’s “base” year for GHGe reporting.

2022/23
Energy use (kWh hrs) 131,847
Associated greenhouse gas emissions (tonnes C02 equivalent) (TCO2e) 67
Intensity ratio (TCO2e/number employees) 0.27

C02 emissions arising from work travel (including commuting to the office) are estimated to be 788 TCO2e. As an international organisation, overseas travel is an inherent feature of our day-to-day operations for many staff, but we seek always to ensure we only undertake necessary journeys, and to do so in a way which minimises our carbon emissions. MSC will investigate options to offset the emissions made.

We have also introduced a number of energy-saving initiatives designed to minimise our energy consumption and environmental impact, an important consideration for an environmental organisation such as MSC. These include:

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MAINTAINING A REPUTATION FOR HIGH STANDARDS

As an organisation, we operate within a robust governance framework which underpins and enables all aspects of our decision making. Further details on this can be found on page 3.

MSC’s Fisheries Standard is compliant with the highest globally recognised standards laid down by bodies such as the UN’s Food and Agriculture Organisation (FAO), the Global Sustainable Seafood Initiative (GSSI) and ISEAL, the international body for credible standard setters. Indeed, the MSC is the only global wild-capture fisheries certification program that simultaneously meets best practice requirements set by the UN FAO and has been independently evaluated against ISEAL’s Codes of Good Practice.

In order to ensure the highest standards and the credibility of our third-third party certification program, the MSC has set in place a robust assurance system:

Most importantly, the MSC receives no money for fishery or chain of custody assessments or certifications.

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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.

The MSC’s charitable funding has faced difficult challenges in the past several years due to the twin shocks of the COVID-19 pandemic and the ongoing war in Ukraine. While the effects of the pandemic have gradually lessened, the war in Ukraine continued to impact

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supply chains sourcing Russian-caught fish directly in this fiscal year and in addition, the conflict contributed inflationary strains to the fishing and consumer retail industries. It is likely that the war in the Ukraine will continue into the next fiscal year, and is the situation is as yet still too unpredictable to know with certainty what the effects of war in Ukraine will be ultimately on the MSC program.

Despite these challenges, 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, we are pleased to report that the number of units of certification rose by almost 7% from 950 to 1018, while the total number of fisheries engaged in the program (i.e. certified or in assessment) fell to 1,046 from 1,067 (i.e. an additional 28 were in full assessment this year versus 117 last year). A growing global market for MSC-certified seafood is demonstrably rewarding environmentally responsible fisheries and providing incentives for more to join the program and make changes in their practices where necessary. At the end of the year 20,780 MSC labelled products (consumer facing) were actively on sale in over 100 countries, compared with 20,544 active products in 2021/22, an increase of 1.15%.

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 2022/23, 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 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 2022/23 to have the most certificate holders despite the COVID-19 pandemic, with the US still in second place and France now in third, replacing Germany.

As in 2021/22, the majority of certificates are still held in Europe, but with notable growth in Asia Pacific, particularly China as noted, and in the category the “rest of the world,” which captures CoC mainly in developing economies. In 2023, MSC will celebrate the 10th anniversary of its opening an office in China and during this time, the number of MSC labelled products in the country has increased from 10 to more than 200. The MSC has also

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seen considerable growth in the number of Chinese supply chain companies, retailers and fisheries engaging in the MSC program.

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 2023, 1044 units of certification in 36 countries had been certified as sustainable to the MSC Fisheries Standard (up from 950 in 2021/22), demonstrating their commitment to healthy ecosystems and the long-term sustainability of fish stocks. Another 28 units were in assessment. Some 2,000 sustainability improvements were made by MSC fisheries in 2022/23 with over 95% of MSC certified fisheries having made improvements in fishing practices.

In addition, hundreds of fisheries around the world are engaged in Fishery Improvement Projects (FIPs), including MSC’s own Pathway to Sustainability projects and In-Transition to MSC (ITM) program. MSC’s Pathways projects help to 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 under Ocean Stewardship Fund).

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 version of our Standard (version 3.0) was published in October 2022, following the most comprehensive Review to date. The Fisheries Standard 3.0contains significant improvements to help address some of the most difficult issues facing the oceans, including better protections for marine biodiversity and incentivising stronger ocean governance. We have also clarified language, refined existing tools and developed new guidance to ensure our Standard can be applied efficiently and is increasingly accessible to all fisheries.

Specifically, the latest review FSR worked to:

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Growth of the MSC’s Ocean Stewardship Fund

The MSC Ocean Stewardship Fund (OSF) aims to increase the proportion of global fisheries operating in a sustainable way by providing financial support in the form of grants or other financial instruments to both certified fisheries and for fisheries in MSC’s ITM program. The OSF was first announced in November 2018, along with a £1 million seed fund allocated from MSC’s unrestricted reserves to help kickstart the Fund. The Board of Trustees then formally approved the OSF on 30 July 2019 and agreed to designate 5% of MSC’s annual volume royalties to the OSF for the foreseeable future.

As of 31 March 2023, OSF has secured a total of £7,727,970 in income, from a mix of MSC royalty contributions and third-party philanthropic funding. Some £2,041,395 of this funding was received in 2022/23. Since 2019/20, the OSF has awarded 107 grants totalling almost £4 million across 30 countries, 40 of which have supported fisheries and projects in developing economies. The 44 grants approved by MSC in 2022/23 totalled approximately £1,723,000.

As part of the support received in 2022/23, the OSF continued to expand with an unrestricted donation of €1 million in June 2022 from the Hans Wilsdorf Foundation, which will enable OSF to fund a broad range of projects that are of strategic importance to MSC’s vision and mission as a whole. Work has now begun on developing the criteria and processes that will be used to award this unrestricted funding.

In addition, funding provided by the MAVA Foundation amounting to a total of €750,000 (£639,443) was granted out in this past fiscal year. All funds from this grant were awarded to fishery improvement projects in the Mediterranean and West Africa by the end of the MAVA grant (31 October 2022). Additional support of US$1,000,000 (£750,589) was donated by the Walton Family Foundation to provide a Loan Guarantee Facility (LGF) for selected fisheries.

Finally, in addition to supporting fisheries directly with certification, the OSF also started to fund larger MSC-led projects in 2022/23 in areas such as climate change and MSC Pathway Projects.

CHARITABLE FUNDRAISING

The MSC employs an international fundraising staff of five full time employees who are tasked with delivering MSC’s fundraising plan as articulated by the Board and senior management and managing the 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 2022/23 as part of a grant from the MAVA Foundation pour la Nature,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 2022/23.

The MSC undertook no active fundraising from the general public requiring disclosure under S162A of the Charities Act 2011 in the past financial year (2022/2023) 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 Kingdom (see below). While the

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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 is very grateful for our many charitable donors across the globe for the support they have given us this past year and since our founding. This year the MSC received significant new and generous support from both the Hans Wilsdorf Foundation, Walton Foundation, and the MAVA 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 MSC continued to receive generous core support from the Dutch Postcode Lottery 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. We would also like to thank the Triad Foundation for their generous support of our Pathway project in Canada.

FINANCIAL REVIEW AND RESULTS FOR THE YEAR

Total group income in 2022/23 was £32.73 million compared to £29.79 million in the previous year. Income from charitable activities (that is, largely logo licensing royalty and annual fee revenue) amounted to 89% of total income (2021/22 88%).

Income from donations and legacies was £2.27 million in 2022/23, down 5% from the £2.41 million received in 2021/22. 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 11.2% from £26.13 million in 2021/22 to £29.05 million in 2022/23. Annual fees increased by 4% to £2.16 million (2021/22 £2.07 million). Volume royalty increased by 11.9% to £26.61 million (2021/22 £23.77 million).

Income from investments of £0.79 million increased compared to the previous year (2021/22 £0.74 million). The net losses on the investment portfolio (that is, the reduction in market valuation of the investments at the year-end) amounting to £0.77 million (2021/22 gain £0.95 million) are excluded from investment income and are disclosed separately on the Statement of Financial Activities as “Gains / (Losses) on revaluation of fixed asset investments”.

Expenditure totalled £30.57 million in 2022/23, up 6.6% from £28.67 million in 2021/22.

Staff costs increased by 4% to £15.65 million from £15.03 million. The average number of employees in the year decreased to 247 in 2022/23 (2021/22 251).

Expenditure on raising funds for the MSC’s fundraising activities increased by 19% to £0.74 million (2021/22 £0.62 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 6% to £29.82 million (2021/22 £28.05 million).

Governance costs increased by 8% to £0.76 million (2021/22 £0.7 million) as the Board and other governance committees increased travel to meet in person after the global relaxation

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of pandemic lockdown restrictions. 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 2.3% of total MSC income, welcomely low for an organisation which is very complex and has a truly global reach.

Gains upon revaluation of foreign assets amounted to £0.02 million (2021/22 loss £0.15 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 £1.41 million increased total reserves going forward to £42.13 million. £2.51 million of this carry forward reserve are restricted funds, £1.86 million are funds designated to OSF activities and £37.76 million unrestricted. The surplus in the year on unrestricted reserves was £1.43 million.

Cash balances (including cash investments of £3.9 million) totalled £10.38 million (2021/22 £10.4 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.

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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. MSC continues to monitor the situation and engage actively with supply chain partners.

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:

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

The MSC ended the year with unrestricted reserves of £37.8 million (see note 20). Once intangible assets and tangible fixed assets of £4.8 million (see notes 10 and 11), free reserves amounted to £33.0 million (2021/22 £31.2 million). This equates to 12.75 months of the Board approved unrestricted expenditure budget for 2023/24 (£31.05 million), up from 12.3 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

2022 marked the 25[th] anniversary of the establishment of the MSC. Having reached this milestone, our goal of sustainable fisheries supporting healthy and productive ocean ecosystems remains unchanged, and we believe that our existing goal of engaging over a third of global landings in the MSC program by 2030, is not only achievable, but essential. Achievement of this ambitious goal through the engagement and leadership of our partners will make a significant contribution to the delivery of the United Nations Sustainable Development Goal 14 targets.

In 2022, we developed our fourth Integrated Strategic Plan, which will guide the organisation’s priorities and activities from 2023 to 2030 towards the achievement of our 2030 goal. Under this Plan, the MSC will continue to maintain world-leading Standards for sustainable fishing while expanding market opportunities that incentivise more sustainable fishing globally. This new strategy will see an increased focus on research efforts which support MSC certified fisheries and those on their journey to sustainability.

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To help fisheries fund their continuous improvement, the MSC is expanding its Ocean Stewardship Fund while also opening up its In-Transition to MSC (ITM) program to all fisheries. In addition, 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.

In order to enable this, the MSC has set an ambitious goal to mobilise US$100 million to help safeguard the ocean and sustainable seafood supplies over the next decade. The announcement marks a significant expansion of the MSC’s Ocean Stewardship Fund (see above) which aims to end overfishing. Philanthropic organisations, businesses and governments are encouraged to contribute to the fund, which has already delivered more than 100 grants, including almost 40 in emerging economies. These funds assist a wide range of fisheries and invest in research and innovation to improve fishing practices on the water.

17

REFERENCE AND ADMINISTRATION

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

Dr Werner Kiene Chair Appointed October 12
Mr Giles Bolton Appointed January19
Ms Maria Damanaki Development Committee Chair Appointed July19
Mr Kristjan Th. Davidsson Treasurer and Finance Committee Chair Appointed July21
Mr David Lock Audit & Risk Committee Chair Appointed November 18
Dr Kevin Stokes Appointed July20
Mr Paul Uys MSCI Board Chair Appointed August 15
Mr Stuart Green Resigned March 23
Dr Christopher Zimmermann Technical Advisory Board Chair (to
January 23)		 Resigned January 23
Mr Jim Leape Resigned July22
Ms Amanda Nickson Stakeholder Advisory Council Co-Chair Resigned July22
Ms StefanieMoreland Stakeholder Advisory CouncilCo-Chair Resigned May22

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

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.

18

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 27 July 2023 including approving in their capacity as company directors the Strategic Report contained therein, and is signed as authorised on its behalf by:

19

Date 27 July 2023

Dr Werner Kiene Chairman of the Board of Trustees

20

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 2023 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

21

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

22

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, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission and reading minutes of meetings of those charged with governance. In respect of the recognition and classification of income, substantive sample testing was undertaken to ensure that the transactions occurred, were recognized accurately, completely, in the correct financial year and classified correctly in the financial statements.

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: 25[th] August 2023

23

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 MARCH 2023

Notes
Income
Donations and leagacies
2
Income from charitable activities
Income from investments
3
Other trading activities
Total Income
Expenditure
Expenditure on raising funds
4
Expenditure on charitable activities
5
Total Expenditure
Net income before transfers and other gains
and losses
Gain / (Loss) on revaluation of fixed asset
investments
Net income before transfers
Gain / (Loss) on revaluation of foreign assets
Transfers between funds
Net movement in funds
Funds at 31st March 2022 (31st March 2021)
Funds at 31st March 2023 (31st March 2022)		 General
Designated
Restricted
Funds
Total Funds
2023
£'000
£'000
£'000
£'000
433
0
1,840
2,273
29,045
0
0
29,045
774
0
21
795
621
0
0
621
30,873
0
1,861
32,734
615
125
1
741
26,867
930
2,031
29,828
27,482
1,055
2,032
30,569
3,391
(1,055)
(171)
2,165
(773)
0
0
(773)
2,618
(1,055)
(171)
1,392
22
0
0
22
(1,208)
905
303
0
1,432
(150)
132
1,414
36,331
2,006
2,379
40,716
37,763
1,856
2,511
42,130
UNRESTRICTED FUNDS		 General
Designated
Restricted
Funds
Total Funds
2022
£'000
£'000
£'000
£'000
468
6
1,932
2,406
26,132
0
0
26,132
744
0
0
744
507
0
0
507
UNRESTRICTED FUNDS
27,851
6
1,932
29,789
621
0
0
621
25,023
751
2,274
28,048
25,644
751
2,274
28,669
2,207
(745)
(342)
1,120
947
0
0
947
3,154
(745)
(342)
2,067
(149)
0
0
(149)
(1,268)
1,126
142
0
1,737
381
-200
1918
34,594
1,625
2,579
38,798
36,331
2,006
2,379
40,716

There were no recognised gains or losses other than those included in the Statement of Financial Activities. All Income and Expenditure derive from continuing activity.

24

CHARITY STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 MARCH 2023

Notes
Income
Donations and leagacies
GiftAid received from trading subsidiary
Income from charitable activities
Income from investments
Other trading activities
Total Income
Expenditure
Expenditure on raising funds
Expenditure on charitable activities
Total Expenditure
Net income before transfers and other gains
and losses
Gain / (Loss) on revaluation of fixed asset
investments
Net income before transfers
Transfers between funds
Net movement in funds
Funds at 31st March 2022 (31st March 2021)
Funds at 31st March 2023 (31st March 2022)		 Unrestricted
Funds
Designated
Funds
Restricted
Funds
Total Funds
2023
£'000
£'000
£'000
£'000
437
0
1,750
2,187
15,905
0
0
15,905
8,016
0
0
8,016
772
0
21
793
0
0
0
0
25,130
0
1,771
26,901
615
125
1
741
21,311
930
1,808
24,049
21,926
1,055
1,809
24,790
3,204
(1,055)
(38)
2,111
(773)
0
0
(773)
2,431
(1,055)
(38)
1,338
(1,194)
905
289
0
1,237
(150)
251
1,338
33,885
2,006
4,705
40,596
35,122
1,856
4,956
41,934
UNRESTRICTED FUNDS		 Unrestricted
Funds
Designated
Funds
Restricted
Funds
Total Funds
2022
£'000
£'000
£'000
£'000
430
6
1,932
2,368
13,379
0
0
13,379
7,216
0
0
7,216
744
0
0
744
6
0
0
6
21,775
6
1,932
23,713
621
0
0
621
19,457
750
1,806
22,013
20,078
750
1,806
22,634
1,697
(744)
126
1,079
947
0
0
947
2,644
(744)
126
2,026
(1,243)
1,126
117
0
UNRESTRICTED FUNDS
1,401
382
243
2,026
32,484
1,624
4,462
38,570
33,885
2,006
4,705
40,596

There were no recognised gains or losses other than those included in the Statement of Financial Activities. All Income and Expenditure derive from continuing activity.

25

The financial statements on pages 24 to 40 were approved and authorised for issue by the Trustees on 27 July 2023 and signed on their behalf by:

Dr Werner Kiene Company Registration Number 3322023

Chairman of the Board of Trustees

26

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE GROUP FOR THE YEAR ENDED 31 MARCH 2023 2023 2022 Statement of &75h f Cash flows from operatiTrg actNities: Net cosh provided by (used iF7J opemtirw ortivitie5 Gish fkhvs from in?￿1￿ èrti¥ities,' Dividend5. interest and rents frorn investments Proceeds from the sa le5 of properry, plant and equipment Purchase of properry, plant and equipment Proceeds from sale of investments Purchase of investments Nei cosh pmvFWby fusedinj invesriw artivities G75h flow5 from financi￿￿ èctivities., repayrnent5 of borrowing5 Net cosh provNkdty (u5edln)fM￿KJ￿g ocrivities La38 L720 795 744 16191 3,518 15.0511 11.3571 11.4131 6,31S 15,9751 13291 cosh ondcosh eqwwolents in the repornwperiod cash equi¥abents ai the beeinniN4 of the ieportirng period Cosh ondca5h ryKvalert5 rt the of the reportiTrJ peiiLKI 1191 10,398 iOJ79 1,391 9,IX)7 iOJ98 Reconciliation of rbet wKome I lexpermliwrel to net cash lknw from Iyeratiwa 2023 2022 Net income I (expenditure) for the relyNti￿ perwA la5 per the ststement of fiThancial actNrties1 Adjustmems for: Amortisation and depreciation charges FX on Foreign Assets Net unreal i5ed 1055 Igainl and other movernents on investrnent Dividends. interest and rents frorn investments (Prof it) l Loss on the sale of fixed assets lincreasel I decrease in debtors Increase I Idecreasel in creditors Net provmled by lused in) OsTr￿at1￿ arti¥hi L414 L918 1.183 13821 11.5521 1744 15381 2.182 17951 11,1121 16981 L33B 1.177 L720 Analy515 01 cash aThl cash equivalents 2023 2022 Cash in hand Notice deposits (less than 3 months) Totsl cash aThJ cash equivaltnts 6.407 3.972 10,379 6,854 10.398 27

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2023

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 2019.

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 Trust (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.

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.

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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 Program, 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.

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

30

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.

31

2023 2022 Grants from other Iharitable bodies Grants from government organi5aElQnS Donations from companies Other donatitrns 2.041 2.170 103 127 232 2.273 2023 2022 Bank and inve5trnent funds Interex and dividends r￿e1Vable 795 744 4 ExPe￿rt￿ton Tr￿1r4 fvr 2023 2022 General fundraising a(riyities-. 343 18 other runninE Costs inve5trnent manaEer5 fee5 5UPPQrt 62 95 175 741 164 621 Exper*nure ￿ tharitabk artivhles Artivities undetEaken dirertly Artivities underraken support costs Governance Supporrco5E5 Governance costs 2022 costs Policy & maintenance of Standards Edutation & awareness Servicing & outreaih to fisheries and commercial 4.725 1.450 4,041 1.418 211 5.670 1.520 9.718 8.362 1.704 iii 10277 8.110 2.313 228 IQ651 7.ts19 2.449 iii 5e(tor Logo Iitensing tDglg (kean Stewardship Fund 1.534 1,052 a93 7S 1.157 751 414 70 L641 751 L052 23.3 5.676 762 21,360 5.985 703 Poliiy & Raising Funlls giandards Education & 5etyicin4 & awareness Outreath Lo80 li￿nSIng Total 2018 Toiai 1022 Oflice serwces IT 5etyiies Finance services Resources Premises 43 91 161 752 si 378 576 1.199 82 287 169 2.315 L456 3,0$4 207 726 428 5.851 1.445 3,342 14 22 13 175 ir 1.450 iii 1.520 395 6.149 SupportC05t5 have beefi allocated to a(riyitie5 in line with total e¥penditurewithin eath offiie furKtion, this IS a reasonable approxirnation of the resource usage Within eath attiViry>. 32

7 Net income / expenditure

Net income / expenditure
The group's net income / expenditure is stated after or charging:
Fees payable to the parent charity's auditors for the audit of the charity's and UK subsidiary accounts
Fees payable to the component auditors for the audit of the charity's overseas subsidiaries
Total fees payable to auditors for auditing services
Fees payable to the parent charity's auditors for tax and other services
Operating lease charges - land and building
Operating lease charges - office equipment
(Profit) / Loss on fixed asset disposal
Depreciation
Trustee / directors and employees
Staff costs, including directors' remuneration, were as follows:
Wages and salaries
Social security costs
Pension
The number of staff employed by the charity during the year was as follows:
Number of staff during the year		 2023
£'000
31
19
50
3
576
7
0
885
2023
£'000
12,817
1,624
1,207
15,648
2023
number
247		 2022
£'000
25
21
46
4
484
6
0
1,183
2022
£'000
12,210
1,669
1,154
15,033
2022
number
251

8 Trustee / directors and employees

33

10 Intangible assets Group Trademark Group Software and database Group Total Charity Cost At 1st April 2022 Additions Disposals / write offs At 31 March 2023 5.331 619 5.331 619 619 5.950 5.950 5,565 Depreclatlon At 1st April 2022 Charge forthe year Di5P05als / write off5 At 31 March 2023 3.767 789 3.767 789 3.383 4.556 4.556 4.171 Net book value At 11 March 2023 At 31 March 2022 1.394 1,564 1.394 1,564 1,394 1,563 Trademark intangible a55et represent5 the £1 purchase costto buy the MSC logo trademark fvom Marine Stewardship Council Intemational. The amortisation charge of intangible assets ha5 been allocated equally acros5 Policy and maintenance of standards, Education and awareness, Servicing and outreach to fisheries and commercial sector, and Logo licensing costs. £121.186 of the £1,394.fMxigroup software and database net book value relates to the capitalised development cost of the Enhanced Tracèability Project presently under construrtion. 11 Tanglble flxed assets Group Long Leasehold Property Group Fumiture, fittings and IT equipment Group Total Charity C05t At 1st April 2022 Additions Disposals / write off5 At 31 March 2023 1,131 4,831 4.703 3,71A) 1,131 4,831 4,703 Depreciation At 1st April 2022 Charge forthe year Disposals / write offs At 31 March 2023 410 905 1.315 95 1,209 37 4147 963 1.410 Net bookvalue At 31 March 2023 At 31 Marth 2022 3.253 8,421 3,516 226 3A94 34

Income:
Donations and leagacies
Income from charitable activities
Income from investments
Other trading activities
Grants from UK Charity
Total income
Expenditure:
Expenditure on charitable activities
Foreign exchange (gain) / loss
Total Expenditure
Net Income / (Expenditure)
Gift Aid to UK Charity
Funds at 1st April 2022
Funds at 1st April 2023
Fixed Assets & Intangible Fixed Assets
Investments in subsidiary
Debtors
Cash at bank and in hand
Total current assets
Creditors: Amounts falling due with one year
Net current assets (liabilities)
Long term liabilities
Total assets less total liabilities
Represented by:
Share Capital
Unrestricted funds
Restricted funds		 MSCI Ltd
MSC Ltd
MSC Asia
Pacific Pty
Ltd
MSC Asia
Ltd
An Hai Xu Fishery Certification
Consulting (Beijing) Ltd Co
MSC Japan
0
76
15
0
0
0
29,621
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
4,353
985
117
717
588
29,621
4,429
1,000
117
717
588
13,562
4,244
1,149
115
687
605
154
(48)
2
2
5
15
13,716
4,196
1,151
117
692
620
15,905
233
(151)
0
25
(32)
15,905
0
0
0
0
0
131
131
79
15
(142)
52
131
364
(72)
15
(117)
20
0
11
5
1
0
0
179
0
0
0
0
0
10,824
13
24
4
14
5
2,813
552
112
16
69
24
13,637
565
136
20
83
29
(13,685)
(212)
(179)
(6)
(21)
(9)
(48)
353
(43)
14
62
20
0
0
(34)
0
0
0
131
364
(72)
15
62
20
145
0
0
0
179
0
(14)
364
(72)
15
(117)
20
0
0
0
0
0
0
131
364
(72)
15
62
20

35

1024 2022 8alance at beginningofyear dition of principal cash Sal@ ot In¥estrnents 19,222 17,628 13.5181 5,051 11,5331 11,3101 756 16,3151 5,975 340 PurchaseDf iDve5tmentS Cash zefterated by531e/lpur£haselotinvÈStrnents GJinll1055loD investment Dividend and interest income 564 744 Investment rn?naser5fees Foreign exCha￿e revaluation 1961 382 538 1.594 19,111 19,222 Th@ historic cost ofthe illvestrnént mad@ 15 £I2,2￿,971. A552tCla55esDf Fixed Asset investments are". 2013 iozz Equity Funds Fixed Incorneseturities 14,W7 4.022 14,345 2,962 156 Real Estatefunos Cornrnoditie5 410 469 Money Marketfunds 1,29) 19.222 19.111 ThRSa afR comprised of cash depDSits haldfor inv5tment purpDseS Group 1023 Group 2022 Chèrity 2022 2023 Balance at boginningof y•ar ditlOD51lreLlurtlOD51 C105ingvalu• at ndofy•ar 2,975 569 3.421 551 2,859 562 428 a,972 3.544 3.972 2,421 Gro GToup 2022 Charity 2022 io 2011 Trad• Dobtors 1,358 244 2,140 270 120 143 Other Debtors 196 189 Propayrnents and Accrued incorne Amounts duefrom Subsidiary un4Yertakin 10,376 8,456 773 643 12.697 13.786 11,552 12,527 11,978 10,866 36

c￿edr￿s. amMts fall#wd dthÈvJlthin one year Group 2023 Group 2021 Charity Iharity 2023 2021 Trade Creditors Tax and social security creditor Other creditor5 Accruals and deferred income 1,324 1.671 376 1.186 1.417 1,030 163 297 176 336 932 596 1,356 3.816 4.650 2.396 2.387 Movement on deferred incorne.. GroLV 2023 202J Deferred income at l April 2022 Rele65ed ro income in year Incorne deferred in year Deferrecj intome at 31 March 2023 13861 16 tredrEors: arrbJuntsfal1w￿ ￿￿23fter rr￿eIhan ane ye fjrwp 2023 fjrwp 2022 r￿ Owrity 2023 Re(ertifi(ation fund li&bility Ocean Stewardship Fund Orher Creditors Totsi fallin£ due after morethan one year li 302 302 336 302 The Recertification Fund is now closed and bai8nces accrued Into it are bein£ drawn down as claims are made. The Recerrification Fund me(hanisrn ha5 been replaced bythe Reiertifiiation As5i5tanie Fund. one of the strands of the O(ean Stewardship Fund IOSFI. The OSF consists ofthe Recertification Assistance Fund. which supports the costs of recertification for fisheries that are at their second or subsequent recerrification-. the Transition Assistance Fund, which supporrs fisheries to m8Ke Ehe necessary Improvements to become certified-. the Science and Re5ear(h Fund, which SUPPOfts researih proie(ts with an efflpha5is upon condition closure." the Innovation Fund. which supports strateeically irnportant research. The OSF is reported as desiEnated funds on the face of the SOFA ovemeni on recertilic?tion fund. (harity 2023 2023 Re£ertifi£aEion fund l April 22 Disbursments in year Write Qff of overprov15ion Re£ertifitaEion fund 31 March 23 io The £lO,tW balance on the ￿ertIfication fund is included in note 15- Creditors.. amounts falling duewithin oneyear'othef Creditors. 37

17a Fu￿-GrOup Balènce IstApril 2022 Incorne Expenditure Galns and losses Transfers 31st Marth 2023 Note D&L Packard Foundation Canadian Pathway Evidence Rerluirement Framework. OSF FAn Climate change 05F Climate Change 05F Core Strate8iC PortUBal PPA 05F Scienceweek P￿. Cabo Verde Benguela Pathw)v MAVA Lead 2 Loan Gaurantse. Walton MAVAOSF Medit MAVAOSF WestAfriia EastA%ia Sea- Ven3 Nephrop Research UK 52 23 23 39 39 77 2C 173 855 855 44 li 16 17 20 io li 12 13 14 751 279 277 19 17 51 769 14 15 23 23 16 62 76 1641 17 18 19 20 21 22 Projert UK 1 3 Cephs & Chef5 Multiplier- Certification5 & RBtinE5 Patkard Foundation- EèstA%ia Sea 225 107 222 70 36 134 MAVAMedpJth MAVA WestAfrica Walton Mexico Walton Foundation 23 24 25 26 41 304 61 83 166 Im 435 14351 Total Rest￿ted 2J79 12.0821 303 2.511 Unrestricted". General purposefund 36.331 30.873 127.4821 11.2081 37.765 DesiEnated- OSF 27 11.0551 905 56 Total Group Funds 40,716 32,734 130,5691 42,130 Exchange gains and 1055e5 arisingfrom therevaluation offoreign currenq assets held obEr5ea5 have been set against Transfers betv¢eenfund5 representtransfers of unrestricted funds Into restritted funded actiwtie5 as match fundinE contributiotb5 contributions. Ttan5fer5 of unre5tritted funds into designated fund5 relatetothe ￿an 5teward5hip Fund15eE beliMI. NDte5 11 Capatiiybuildini-. 21 canadian Pithway Pro1￿ 31 Ewdente Requirement Pramewotk. OSF-. 41 FAOClimaEe Chènie-. Sl OSF Climate Chanqe.. 61 OSF Siiaie8iC'. 71 Porcu8Ji pp& OSF- 81 Narionai kience Week. Ausuaiièn Government., 91 FAO, CatsoVe￿e.. 101 Ben8ueiJ Paihwèw. 111 MAVA LEAD 2., 121 Wjiton. Loon Guarantee,. 131 MAVA. OSF. MediTerr¥ne?n., 141 MAVA. OSF. West Alrir¥.- 151 VenJ Eneriy. EJ5tAsi4 Seo-. 161 Nephroy Re5eJrch UK. 171 Levanti5 HellJ5fi5h IBI Proiett UK CotPOTate Funders, 191 EU. Cephs &Chefs-. 201 Multiplier. Certifications & RatinE5,- 211 Packard. EaSt￿la Sea 221 Multiplier. Surimi.- 231 MAVA Medpath. 241 MAV4 Medpath,- 251 Walton Mexico. 26) Walton Foundation 1920to 11-22 2710(ean Stewardship Fund IOSFI A desiEnated fund with a Ifold obiettive of supportingf15heriestransltlDninE towards m5c.fundlng￿iernCe and resear(h project5thatwill For priDfyEarcompBrative5, see note 23 38

17b tle5¥MIEd£*tan 5tewwthThw FWJ Group 2023 Group 2023 Group 2023 Group 2023 Group 2023 Gioup Gioup 2023 Group 2023 Scitnc Research Re5ear(h Fund Grants Sistan A55iStan seed Fund Administration Total GBP{￿) GBP GBpr GBP￿7 GBprx)) GBP￿ GBP￿ GBPI Ocean stewardship Fund 31 March 22 549 23 371 219 357 2,W7 1,189 475 Incoming resources Tiansters beDNeen t￿fftdS 12091 23 1841 Giants awaided duringtheyeaT O¢eah 5tev¢•rOShiP Fyno 31 March 23 12841 427 l.Q87 341 1021 S(iellce 2012 Student Rese)f¢n Grants G6P￿Al 1022 2D12 2012 AS5isian¢e ASSisran¢e 5eeo AomiTh1Str)lion T￿•1 Fund G8pr G8P(￿) G8pr G8prth) G8P GBP￿ G8P(hJ) Ocean Stewardship Fund 31 March 21 503 153 1,625 1.160 Incoming resources Transters between I￿ndS 120ai 1501 1501 17MI 2.iY)7 Giants awaided duringtheyeai Otean 5tewar4Ship Fun4 31 March 22 12831 549 219 Charifw Chèrif¥ Charify 1023 2023 SEietKe 1023 Student 1023 Assistanc AssIs￿nC SéÈd Fund Fund Funtt Fund Granls GBP GBPi GBP GBP GBP GBP GBPIKM) GBP Otean Stewartt5hip Fund 51 Ma￿h 22 Designations rnade inthetrEar 549 258 219 475 1,189 Trènsfer5 betweeDfund5 11091 65 12321 12841 ean Stewafd5hip Fund 51 Match 23 427 I.OB7 341 1022 2021 SEiellce Research Research Fund GBP 1022 2012 2022 Sistance Assistonce Seed Fund Fund Fund GBP GBPi GBP GBP GBP GBP(KM) OEEOll sfewofd5hip Fund 51 Motch 21 DeSlEnations rnade inthetrEar IncDmmiThE resources Trin5fer5 bElweEnfund5 Grant ad￿1rn expenditure Grants awarded duringthe year 5teward5hip Fund 51 Motth 22 503 454 1,1 167 36 12831 549 1991 12831 2.iY)7 39

IB F￿ts. (haiity Bèlance BalaThÈe tsE April 2022 Inrorne Expenditure Gain5 and Transfer losses Slst Ma￿h 2023 Note O&L P6(kard Found4tion Dutch Postcode Lottery AVA. PPAMP Nephrop Research Proj UK O&L P6(kard Found4tion 52 83 61 535 1641 555 Levant15 Hella5fish UK Proiert5taEe I UK Proie(r Stage 2 UK ProiertStaEe 3 Ceph5 & Chef5 ultiplier- Certificatitrns Packaril FouD¢ation- E451 Asia BeThEuelb- Pathwby5 Project MAVA Medpath WAFIC MAVA. LEAD 2 Walton- Loan GuarJntee W6lton Foun¢atio D&L Packard Foundation- Japan EDEwicklungsEesellshaft IOEGI 75 41 42 175 172 io li 12 13 14 33 1341 183 ly8 42 62 16 17 18 19 14 19 751 1,138 651 61 769 13501 651 61 21 MIDATLANTIC Walton Foundation- Mexico MAVA OSF Mettit MAVA OSF We5tAfrica Mexico WèlEOn 2022 OSF Climate ChanEe FAO Clirnate Chènge East￿la Sea. Vena OSF Evidenre Requirement Framew 05F Core StrateEIC OSF Portugal FAO Cabo Verde 23 24 163 163 17 51 166 78 276 26 27 166 173 23 29 23 31 32 35 855 855 43 17 4P05 L771 4956 General F.urposefund Designated- OSF 33.885 2.￿6 2:.130 35.122 IH56 34 9)5 T<>ts16roup Funds 40.596 26.901 124.7901 tT131 4L934 EKchanEegains and losse5 ari5ingfrom the r￿lUatIOn of foreign currency assets held overseas have been setagain5t contribution5 TrJn5fers ol unrestricted funds Into de5iRnJted lund5 relJte to ¢heOceJn 5tewJrdship Fund15ee beiowl. 11 Capacitybuilding.-2I Dirtch Postcode LotteryFish For GoDd-. 31 MAVA PPAMP.- 41 European Maritime &F15heries Fund IEMFFI-.51 Sustainable C*tOPUs proje¢ 61 Japan Programme, Pa(kard-. 71 Multiplier. 5urimi.-81 LevaTrf15. Greece. 91 UKProjett Inshore l. 101 UK Proiett Inshore 2. Gree(e,- 111 UKPiojett Inshore 3-. 141 MAVA MedvJth.. 151 Vlestern Au5trJiiJn Fishini Indu5tryCouncil., 161 MAV4 LEAD 2,. 171 WJiton. Lo?n GuJrJntee.- 181 W?Iton FounooTion. Z019. 2021 191 Pa(kBrd Foundation.Japan-, 201 Entwi(klunESgesellshaftlOEGI,- 211 KDE project. kingfisher. 22) Midatlantic 231 Walton 5UPPOrtforthe MSC programme 201￿22.. 241 MAV4 05F Meditteranean." 251 MAVA, OSF. We5tAfrica."261 Walton, Mexico, In 05F.ClimateChange." 281 FAO. ClimateChange.- 291 Vena Energy. Ea5tAsia Sea, 501 OSF. Evidence Requirernent Framewotk-. 311 OSF, CDre kntegic.- 321 OSF. Portugal PathwayProject.- 331 FAO, Caboverde 541 Stewardship Fund IOSFI A desiEnated fund with a 3fold obiettive of 5UPPOrtlnE fisherie5transitioninE towards MSC, funding 5(ience and re5earih projects thatwill For prioryearcomparatl%E5.5ee note24. 40

20 Analysis of net assets between funds

Fund balances at 31 March as represented by:
Tangible fixed assets & investments
Intangible fixed assets
Net current assets
Long term liabilities
Total net assts		 2023
2023
2023
2023
2022
2022
2022
2022
Unrestricted
Designated
Restricted
Total
Unrestricted
Designated
Restricted
Total
Funds
Funds
Funds
Funds
Funds
Funds
Funds
Funds
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
22,532
0
0
22,532
22,738
0
0
22,738
1,393
0
0
1,393
1,564
0
0
1,564
14,174
1,856
2,511
18,541
11,848
2,387
2,379
16,614
(336)
0
0
(336)
(200)
0
0
(200)
37,763
1,856
2,511
42,130
35,950
2,387
2,379
40,716

21 Related party transactions

The Marine Stewardship Council's related parties as defined by the Financial Reporting Standard 102, and the nature of the relationship, are summarised below:

Marine Stewardship Council International Limited (MSCI)

During the financial year MSC charged MSCI 15% of its office, premises and HR costs, 50% of its IT

costs, and an allocation of salary of the MSC’s Finance Director and Governance Secretary totalling

£1,616,190 (2022: £1,864,761). Allocations of key management salaries totalled £263,379 (2022:

£163,569). Gift aid payable for the year amounted to £15,904,446 (2022: £13,379,005) and the royalty payable by MSCI to MSC for the right to exploit MSC’s ecolabel amounted to £7,972,734 (2022: £7,137,544). At 31st March 2023, MSCI owed £12,697,495 in total to the parent charity company. This amount includes the amount payable by MSCI to MSC as royalty for the right to exploit the Charities intellectual property (i.e. the MSC ecolabel) and the gift aid due to the Charity of MSCI’s accounting surplus for the year.

The ultimate controlling party of the Charity is its members who are also the Directors and Trustees.

Kevin Stokes, a board member of Marine Stewardship Council (MSC), provided consultancy services amounting to £10,636 during the year.

22 In-kind income and expenditure

Income from charitable activities includes £13k (21/22 £293k) of in-kind income related to marketing support, the cost of which is reported under education and awareness.

41

23 Fur￿5-GrOuP Ba13nte ￿t>￿ri1 2021 Incorne Expenditure Gains and105se5 Transfers 31st Mèr<h 2022 Nots D&L Packard Foundation Dut(h P05t(ode Lottery MAVA FDndatlDn pour la Nature LDan Gaurantee. Walton. Resitrted MAVAOSF Medit MAVA05F WestAfrica D&L Packard Foundation D&L Packard Foundation Nephrop Researih UK Ade55ium Foundation, Cara550 Foundation. Resource legacie5 Fund ISu5tsinBble 52 52 39 788 751 3(M) 306 279 277 185 24 33 30 62 io 25 42 MAVAHella5Fish li 12 89 2S 196 1891 52 162 76 225 VbriOUS lunders Ceph5 & CheF5 13 14 15 16 28 Packard Foundation- EastA5ia Sea 215 1s4 17 18 19 MAVAMedpath WAFIC MAVA Fond*ion Pour la Nature WWF Sweden ISWIOCEPHI Remmer Foundation Walton Foundation 91 55 41 20 21 22 23 1.678 495 Tol41 Res1￿￿¢￿ 2￿79 2274 142 Unrestricted.. General pufp05e fund 34.594 27.851 125.8441 798 11.2681 36331 De5i4nated- OSF 24 1,625 1.126 Totalfjfoup Funds 798 EHchangegain5 and 1055e5 arising froffl the r￿lUatIon Df foreign currencya55ets held o¥Erseas ha%E bEEn set against Transfers betweenfunds representtransfers of unrestritted funds Into re5trictedfunded activities as match fundingcontributiOn5 contribution5. TTan5fers of unrestritted funds intodesiEnated fund5 relatetothe Ocean Stewardship Fund (see bel[￿1) Note5'. 11 C?p?Clty buildi￿." 21 Dutch Postcode Lottery Fish ForGood., 31 MAVA LEAD 2.. 41 Beniueia pathwèyprojea.. 51 MAVAOSF Medit.. 61 MAVA05F WestAlrica 71 Data Limiled Phèse 2.. 81 Jooon Elpansion 2019. 2021., 91 Nephrop Research UK 101 Prolea Metriierièneèn-. 111 MAVI Fondation pour ia Narure, Greece.. 121 Lewèniis. Giee(e.' 131 UK Proieu Inshoie-. 141 European union. cnephs &Chefs.. 151 Muifipiier- Rwinis Coiièoorntion.. 161 Packard EasEAsia Sea Prolea.. 171 Mulliplier- Sufirni 181 MAVA Mettpaih.. 191 We￿eM Ausiralian Fishin( Industrycountil.. 201 MAVA weM Afvi(a.. 211 WWF Swe4en- SWlfXEPH 221 Remmer Foundation". 231 Walton SUPPQrtforEhe MSC prDgramme 101922 2410(ean Stewardship Fund105FI. AdesiEnated fund with a 3fold objettive of 5UPPOrtinE f15heries iransitioningtDward5 MSC.funding 5tienEe and re5ear(h projects thatwill benefit MSC'5 5U5tainabilityaEenda and a r￿ertIficatIOn Strand, helpingto iontribirtetothe auditcostof fishErie5 beingcertifiedforthethirdtime12nd recertification) Thetimelineforfully5pendinEthe fl fflillion initial designatlon 15 likelyto be between 3 and 4bEars. 42

24 Ctharlty Balance IstApril 2021 Intome Expenditure GaiTr5 and 105ses Transfers 31st Marth 3121 Note D&L Paikard Foundatio Outch Postcode Lottery fvIAVA. PPAMP Nephrop ReSea￿h Proj UK Oeuuche Gese115chaft fur Intemationaiezusamnenatbeil 52 39 32 61 D&L Pbtkard Foundaiion O&L Packard Foundatio 165 536 Adessium Foundation. Caras50 Foundation. Resource legacies Fund ISux4inable Fi5herie5 Fund) 23 42 MAV4 Greece io li 12 12 12 13 14 52 UK ProJectStaEe I UK Projett Stage 2 UK Projeir stale 3 Cephs & Chefs 147 72 172 1341 1361 Pack6r¢ Foundation- Eè5tAsiè Sea BenEuela. Pathway5 Projeit fvIAVA Medpath WAFIC MAVA, LEAD 2 Walion- Loan Guarantee Walton Foundation D&L Packard Foundatio EntrNiiklunis4ese115haft IDEGI 15 16 17 18 19 20 21 22 23 24 215 185 91 11041 42 751 L131 651 61 2.09S 651 61 19581 MIDATLANTIC Walton Foulldation Walion Foundaiion MAVA OSF Medit 26 27 144 19 144 301 MAV4 OSF West Afri 29 27 Trtal RÈstrkted 4A62 L9J2 117 4.705 43

Unrestri(red-. Gener31 purpose fund Designated OSF 32.484 l.S24 21.775 120.0781 7501 947 1.12S Totri Group Fur 38.570 23.715 1216341 947 40.596 ExchinE4iirvJind loJx•xiri%in¥fromth•roviluitionufforigffl curr•nryixxots h￿Id￿ar￿•￿Sh1Y￿bl￿n1Qt1Ell1￿t xppnditur•. Tr•nsffS b•tw••nfvDdsr•pr•￿￿ttr￿ll1f￿flofu￿r1ltf￿ct•d￿￿dS1fiIuflJtrlct•dffUnd•d irtivitlllS mltchfufidinE (￿￿tributIO￿5. Trèn5fqr5VfU￿[qSfrlrt+dffu￿￿5i￿fQd@5lInat￿dfv￿d5rt1èt￿t￿thq O[&1￿st&wIrd5hl￿ Fundl5&q bRILWII. Il&paciEytrwJildins".21Dutrh Pv5rC￿P LottEryFi5hFgrGiwJd". 31MAVAPPAMP.. 41Europoan MaritimÈ& FishÈtiÈS Fund IEMFFI.SISuStalnablÈOtttsPusprDjÈtt. 61Daia Limitéd pha￿2.7￿j1paTrEKp1n￿lOffl 2019-2021.. al Supponfor MSC'sproyamméinSiedéffl NESUFIS 121 UK Proj•rtlD5hor. 13IEuropoèfi UnioD. Ch•ph5& Chf5. 14IMultiplior-BotinE5CvllabDr•tion. 15IP•rk•rd EistAsi•S•i Pruiort, 16IBonEu•li PithwiysPioi•rt 171MAVAM&dPith, 18IW&5tqrn Au5triliin F15bioElndustryCouDcil 19IAIAVALq?d 2.-20IWIIFSwed&n-SWICKEPW 21)W?1tD￿ 5UPPQrtforthe PAScp￿ETrrnMe 2019-22-. 22IPErkardJapin EKpan510D Phase 1, 23IOE6 DonsSh?n.-241 KOEKI￿%￿5her.- 25IMidAfil￿r1[ 261 Walton support forthe MSC progr3mme 201fv19.. 271 W8iEon Mexico". 281 Medit OSF., 291 MAVA OSF Wesi Africa 30IOcoanStèwardshlpFund IOSFI Adosignatodfuftdwith a3f01dobj￿tlvé DfsuPPDrtlngllshÈriQStransitionlngtOw3rdsMSC.fundingstiÈncÈ3nd r￿￿arch proj0t￿thatWkll Th*tiffl•lin•farfullyxpendiffl¥theElfflillianiniti41d￿lEnI1Ian1S 1ikolyt0￿ b•ts¥••n3•nd4y•irJ. 44