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2023-12-31-accounts

Annual Report and Financial Statements

Year ended

31 December 2023

Registered charity number 1078217 www.potterfoundation.com

The David and Elaine Potter Foundation

Annual Report and Financial Statements

for the year ended 31 December 2023

Contents Page
Report of the Trustees 2
Independent Auditors' Report 10
Statement of Financial Activities 13
Balance Sheet 14
Statement of Cash Flows 15
Notes to the Financial Statements 16
Trustees
Samuel Potter (Chair)
David Potter
Elaine Potter
Michael Langley
Michael Polonsky
Adam Polonsky (appointed December 2023)
Charlotte Langley (appointed December 2023)

Director

Ben Stewart

Registered office 6 Hamilton Close, London, NW8 8QY

Registered charity number 1078217

Auditor

HW Fisher LLP, Acre House, 11-15 William Road, London NW1 3ER

Bankers

Lloyds Banking Group, Ground Floor, 3 City Park, The Droveway, Hove, BN3 7AU Goldman Sachs International Ltd, River Court, 120 Fleet Street, London, EC4A 2BE

Investment advisors

Delft Investments Limited, 6 Hamilton Close, London, NW8 8QY

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023

Report of the Trustees

The Trustees present their report and financial statements for the year ended 31 December 2023. The financial statements have been prepared in accordance with the accounting policies set out in the Notes to the Financial Statements and comply with the Foundation's trust deed, the Charities Act 2011 and "Accounting and Reporting by Charities: 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 January 2019)".

The Trustees have paid due regard to the Charity Commission’s guidance on public benefit.

Structure, governance and management

The David and Elaine Potter Foundation was established on 28 September 1999 under a Declaration of Trust, which is the governing document. The governing body is the Board of Trustees. Trustees are proposed by the founders, Dr David Potter and Dr Elaine Potter, and introduced to the Board for approval. Adam Polonsky and Charlotte Langley were proposed and elected as new Trustees to the Board in 2023.

At the Trustees’ meetings, held twice during 2023, the Board discussed the efficacy of the strategy, reviewed the management accounts, investment portfolio and grant proposals and reports, and considered the administrative and management needs of the Foundation.

Trustees

The Trustees who served during the year and up to the date of signature of the financial statements were:

Samuel Potter (Chair) David Potter Elaine Potter Michael Langley Michael Polonsky Adam Polonsky (appointed December 2023) Charlotte Langley (appointed December 2023)

Objectives and activities

The objects of the Foundation, as laid out in the Declaration of Trust, are the advancement of education and research for public benefit in the UK and abroad, and also provides for general charitable purposes; there has been no change in these during the year. The Trustees have paid due regard to guidance issued by the Charity Commission in deciding what activities the Foundation should undertake.

Our goals are benevolent with a particular focus to support projects and provide grants that contribute to economic development and well-being in a plural, rational and tolerant society. Our purpose is to support projects promoting reason and education that will improve understanding, governance and a stronger civil society, primarily in the UK but also in South Africa. We believe that the advancement of education and research support the wider goals. We have an international perspective and our charitable objects are pursued across a range of countries, with a primary focus on the UK.

In some countries the delivery of public benefit in education, research and economic development has been impeded by corruption or failures in governance. For this reason, the Trustees support the development of a strong civil society, which encompasses human rights, anti-corruption, good governance, transparency and the rule of law, in order to ensure that any grants made to education are built on strong foundations.

We look for conditions meeting these basic standards to ensure our funds fulfil their purposes. We are committed to providing core support, multi-year grants, and programme support, depending on the needs of the grantees that we serve.

2

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Total number of grants and total amount awarded since 2000:

Since 2000 we have made 554 grants, providing £23,287,340 of support to 214 organisations.

Area Total spend (£) % of total spend Number of grants
Education 8,616,442 37.0% 208
Civil Society 7,031,936 30.2% 149
Research 4,846,265 20.8% 17
Arts & Non-strategic 2,036,708 8.7% 129
Community & Health 758,989 3.3% 51
TOTAL £23,287,340 554

The Foundation originated with a gift from Dr David Potter. Over the following years additional funds have been received through gifts from the Founders and positive investment returns from capital. Since the Foundation started operating in 2000, £23,287,340 has been awarded in grants. Of this, £13,462,707 (57.8%) has been granted for the original primary objects of education and research in the UK and Africa. To support these primary objects, we have also made grants totalling £7,028,936 (30.2%) that support the development of a strong civil society; which consists of the promotion of good governance (£3,886,059 – 16.7%), human rights (£2,714,877 - 11.7%) and the development of the rule of law (£428,000 – 1.8%). Further grants totalling £2,795,697 (12.0%) have been given under the general objects of the Trust Deed for the support of the Arts, Community and Health projects and other charitable donations not related to our strategy.

The Foundation has provided support to postgraduate scholarships in South Africa, teacher training initiatives, mentoring programmes for disadvantaged children, literacy projects, distance learning programmes and the testing of new technologies in education. Major grants supporting governance and human rights, with a particular focus on Africa, have been provided to the Universities of Cambridge, Oxford and Pretoria. Grants to support the development of an effective civil society have been made to organisations such as Amnesty International, Reprieve, the Death Penalty Project, Human Rights Watch, Global Witness, Transparency International, Liberty, Africa’s Voices Foundation, Forensic Architecture, the Trust for the Bureau of Investigative Journalism, Spotlight on Corruption and the Bingham Centre for the Rule of Law.

We believe that our record is strong in its effect and in fulfilling its strategic purposes. We also believe it is important to regularly review the strategy, direction and goals of the Foundation to ensure our giving is making a difference and having the most benefit.

Grant making policies

Our website contains information about what we do and do not fund which is informed by our strategy. It also contains details of all grants made since the Foundation started in 2000. In-depth case studies of a number of grants are used to illustrate the Foundation’s support, and the use of Google Analytics allows analysis of site traffic to monitor and improve its usability. We also publish additional information on all grants awarded since 2013, in order to meet the 360Giving standard. We believe that with better information, grant makers can be more effective and strategic decision-makers. 360Giving provides support for grant makers to publish their grants data openly, to understand their data, and to use the data to create online tools that make grant making more effective.

The Foundation does not support individuals directly and only registered charities (or locally registered equivalents) are eligible to apply. Applications are by invitation only, and those organisations that are invited to apply must use our forms and guidelines. In some instances, we may encourage projects or search for partner charities with similar goals. The Director provides guidance for applicants and additional support for major applications, which in turn will be reviewed in more depth by Trustees. In some instances peer review processes will be used. We have a simple online grants management system that covers grant application, monitoring and reporting requirements.

The Director is responsible for all administration, the processing of applications and due diligence, the review and management of grants and the preparation of annual reports. Trustees review applications and reports and reach final decisions on awards.

3

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Assessment and learning

We monitor and follow up all grants to ensure that they are spent effectively and in line with our charitable objects. As a minimum requirement, all grant holders are required to submit a final report on the work funded and carried out under the grant. We review the structure and form of our reporting to gain a better understanding of the difference our grants make, to inform future grant making and share learning.

We support the dissemination of best practice, the principles of open access, the use of open source data and the use of Creative Commons licenses (a set of licenses which automatically give permission to reuse and distribute online and digital content) to support the sharing of learning from the grants we fund. We want to encourage a process of reflection and learning among our grantees, so they are better able to understand and improve their work. Grantees need to understand what they are doing, how well they are doing it, and what they need to change in order to deliver their mission. We believe that an accountable organisation is one that learns and improves as a result.

Grants awarded during the year 2023

In 2023 we awarded 18 new grants totalling £664,771:

Almeida Theatre 10,000 Arts
Donmar Warehouse 10,000 Arts
Hampstead Theatre 15,000 Arts
Philharmonia Orchestra 30,000 Arts
Border Forensics 49,732 Civil Society – Human Rights
Index on Censorship 20,000 Civil Society – Human Rights
Reprieve 30,000 Civil Society – Human Rights
Open Trust (openDemocracy) 50,000 Civil Society - Governance
Spotlight on Corruption 40,000 Civil Society - Governance
Trust for the Bureau of Investigative Journalism 110,000 Civil Society - Governance
Transparency International UK 50,000 Civil Society - Governance
Lumiere Creche & Day Care Centre 37,130 Education
Future Frontiers 40,000 Education
University of Cape Town 67,909 Education
Access Project 30,000 Education
Brilliant Club 30,000 Education
MyBigCareer 25,000 Education
MS Society 20,000 Non-Strategic
TOTAL GRANTS AWARDED 2023 £664,771

Highlights of major grants awarded in 2023

University of Cape Town, project grant of ZAR 1,575,000 (£67,909)

We have provided scholarships for South African students across a broad array of subject areas at the doctoral and masters level at the University of Cape Town in South Africa since 2003. An important criterion for success in gaining a scholarship, beyond academic excellence, is a strong engagement with civil society. The scholarships aim to identify future leaders in South Africa that will provide the base of a vibrant and successful civil society. In 2023 the programme entered its twenty first year. Over this period a total amount of £2,176,074 has been awarded for scholarships, supporting 126 postgraduate students. A number of these scholars have since set up their own non-profit organisations in South Africa and are contributing to the development of the country, including Numeric, IkamvaYouth, Women in Engineering, Dikakapa-Everyday Heroes and the Teacher Development Initiative.

4

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Highlights of major grants awarded in 2023 (continued)

Border Forensics, core funding grant of €57,000 (£49,732)

Border Forensics (BF) is a relatively new human rights organisation that grew out of Forensic Oceanography, one of the early partners of Forensic Architecture. BF is adapting Forensic Oceanography’s strategies for visual and spatial analysis of migrants’ rights violations to less documented areas of mobility conflict in, and at, the borders of Europe. BF conducts investigations into practices of border violence perpetrated by states, police forces, militaries and corporations. Working in collaboration with migrant communities and civil society organisations (including international non-governmental organisations and media organisations), they are documenting and exposing the violence linked to the existence and management of borders.

BF produces human rights reports, maps, video reconstructions and other visualisations that aim to support claims for identification of the deceased and demands of accountability by civil society for the violation of migrants’ rights. BF thus seeks to promote and defend the dignity and rights of communities exposed to border violence, and, by developing new methods of documentation, to strengthen the capacities of the migrants’ rights movement at large. BF fosters debate about the deadly effects of border control, as well as the deeper processes operating across multiple scales that shape localised situations of mobility conflict. In 2023 we funded BF for a second time to help them consolidate their growth and sustainability as an organisation.

Open Trust (openDemocracy), core funding grant of £50,000

openDemocracy is a global media platform for plural political debate that challenges power and inspires change through cutting-edge investigative reporting, thoughtful analysis and debate centred on the values of democracy, liberty and free thought. openDemocracy is the main site, and publishes independent, public interest journalism in the form of rigorous debate, comment, analysis and reporting. It is also the organisational hub for several other openDemocracy sections, providing administrative, editorial and publishing support for their operations. We funded the charitable aspects of openDemocracy’s work through the Open Trust.

Transparency International UK, core funding grant of £50,000

Transparency International UK is the country’s leading anti-corruption organisation, and the UK chapter of the global Transparency International movement. Their priorities are stopping corrupt capital, raising public service integrity, improving global anti-corruption standards, and being the accountability watchdog for key UK institutions and law enforcement. They do this through designing practical tools and working with organisations, companies and individuals wishing to combat corruption, producing research on corruption in the UK and internationally, empowering individuals, companies and civil society to engage in the fight against corruption, and advocating for legal and regulatory reform both nationally and internationally.

Trust for the Bureau of Investigative Journalism, core funding grant of £110,000

The Bureau of Investigative Journalism (BIJ) was founded in 2010 to provide a trusted and reliable source of information and facts to improve understanding of the complex issues affecting society, and to hold the increasing global networks of power to account. Since then the organisation has undergone considerable change and significant growth. The BIJ's mission is to inform the public about the realities of power in today's world. Through fact-based, unbiased reporting, it exposes systemic wrongs, counters misinformation and sparks change. It seeks to provide the evidence base that informs public and political debate around serious issues, calls for transparency and accountability in governments and corporations, strengthens civil society and democratic processes, and supports the rights of vulnerable individuals and communities across the UK and more widely.

The Trust for the Bureau of Investigative Journalism (TBIJ) was established in 2018, allowing charitable donations to be made to the BIJ for the parts of its work that are clearly charitable. In 2023 we provided a grant of £110,000 to support the charitable aspects of the BIJ’s work through the TBIJ.

5

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Director’s report

The operating environment for the organisations we support continued to be extremely difficult throughout 2023, with the ongoing effects of the conflict in Ukraine, Brexit and cost of living crisis all having a continued impact on their work, and especially on their finances and fundraising capacity. We were glad that our support enabled many of these organisations to develop and maintain strong governance and management processes, which enabled them to steer a path through these challenges and to continue to deliver their missions.

Given the unprecedented disruptions these organisations have faced over the last few years we continue to be flexible in our monitoring, reporting and payment processes to support them as needed. We are very interested in how they are able to continue delivering their work despite these repeated challenges.

We continue to monitor developments in South Africa closely but have not, as yet, seen enough positive change to move back into strategically supporting education projects. As we have pulled back from funding education projects in South Africa we increased the level of support for education work in the UK, funding a number of excellent organisations, supporting a range of mentoring and career advice programmes for disadvantaged young people. Unfortunately, ongoing issues at the University of Cape Town made it impossible for us to award any new scholarships in 2023, although we remain committed to supporting existing students to enable them to finish their courses successfully.

We continued to support work that aims to abolish the death penalty and to support anti-corruption and good governance measures, in both South Africa and the UK.

We continue to keep a close watch over our investment portfolio, which performed well throughout 2023, despite the ongoing turbulent external market conditions. The Trustees are aware that if the portfolio loses value, our ability to support the organisations carrying out vital work will be affected and therefore we maintain a low risk approach to managing it.

Despite these ongoing challenges, as a relatively small funder we continue to look at how we work with and support our grantees so that our funding can make the biggest difference possible. We continue to partner with civil society organisations and other funders to share knowledge and learning, and are active members of the International Education Funders Group and Ariadne and liaise closely with organisations such as 360Giving, the Trust, Accountability, and Inclusion Collaborative, the Independent Philanthropy Association of South Africa and the Association of Charitable Foundations in the UK.

Financial review

The Statement of Financial Activities for the year, Balance Sheet and Statement of Cash Flows are set out on pages 13 to 15.

The opening balance of funds in the Foundation on 1 January 2023 was £16,211,942. The capital value of investments decreased by £203,868 (2022 – increased by £525,548) in sterling and there were charges of £144,578 (2022 - £138,251) for investment management. The Foundation’s total incoming resources during the year were £271,875 (2022 – £153,804). After support and governance costs of £147,148 (2022 – £134,645) and grants payable of £664,771 (2022 – £781,123) funds at the end of the year were £15,323,452.

The investment policy of the Foundation is to generate secure income annually by investing over a wide and diversified global portfolio of bonds, money deposits, equity, and property. The Foundation manages and monitors risks rigorously and targets low volatility. The spread offered by a global portfolio is likely to produce optimum returns subject to a small risk profile.

6

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Financial review (continued)

To mitigate the volatility of individual currencies in a global portfolio, the Foundation uses a compound of currencies weighted by gross domestic product in the major economic zones – the Global Currency Index (GCI). This is a geometric weighting based on 30% US Dollars, 20% Euros, 20% Chinese Renminbi, 10% Japanese Yen, 10% Great British Pounds and 10% Australian Dollars. It is similar in form to the International Monetary Fund special drawing rights. Investment performance is measured in GCI. In this measure total returns during the year were a gain of 6.14% (2022 – loss of 2.03%). The volatility of the portfolio was 3.82% (2022 – 3.46%). During the year, sterling rose relative to other currencies, as measured by the GCI, and recorded a gain of 5.62% (2022 – loss of 5.26%). The investment performance in sterling produced a gain of 0.42% (2022 – sterling gain of 3.42%).

2020 2021 2022 2023
Values in Sterling £ £ £ £
Investment income 186,536 150,782 94,371 266,375
Donations and legacies 121,805 120,407 59,433 5,500
Total income 308,341 271,189 153,804 271,875
Opening funds 17,475,603 16,472,210 16,586,609 16,211,942
Costs of investment management and charitable (1,157,158) (1,061,424) (1,054,019) (956,497)
activities
Movement on capital funds (154,576) 904,634 525,548 (203,868)
Closing funds 16,472,210 16,586,609 16,211,942 15,323,452
Total return in Sterling per annum (0.15)% 6.46% 3.42% 0.42%
Global Currency Index (GCI)
Exchange rate currency index/£ January 1st 0.7795 0.7926 0.7796 0.8229
Exchange rate currency index/£ December 31st 0.7926 0.7796 0.8229 0.7791
Increase/(Decrease) in value of Sterling versus
GCI (1.68)% 1.67% (5.26)% 5.62%
Values in GCI GCI GCI GCI GCI
Investment income – GCI, year end 213,994 203,218 118,327 277,705
Opening funds 22,421,842 20,878,391 21,342,002 19,700,987
Income less grants and expenses (1,115,752) (1,064,636) (1,093,954) (878,734)
Movement on capital funds (427,699) 1,528,247 (547,061) 845,892
Closing funds 20,878,391 21,342,002 19,700,987 19,668,145
Total return in GCI per annum (1.80)% 8.24% (2.03)% 6.14%

The market value of investments at year end was £15,493,198 (2022 - £16,170,832). After grants committed and not yet paid, the funds of the Foundation were £15,323,452 (2022 - £16,211,942).

7

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Financial review (continued)

There are no restrictions on the Trustees’ powers of investment. The investment policy of the Trustees is to optimise income and maintain the real value of capital, while mitigating risk through a secure investment spread over a range of assets and currencies.

From the beginning of 2023, as interest rates around the world continued to rise, positions were taken in short duration government bonds issues by very safe borrowers in countries including the USA, Germany and Australia, to benefit from the higher yields that these securities offered as a direct alternative to cash. This provided the added benefit of reducing the overall risk in respect of cash held at our custody bank, Goldman Sachs.

At the year-end, investments held were spread between cash and deposits, public equities and high quality bonds. The currency spread of assets was US Dollars 36%, Euros 17%, Chinese Renminbi 14%, Australian Dollars 9%, Japanese Yen 9%, Great British Pounds 0%, and other currencies 15%.

The compound average return over the last five years in the GCI is +2.8% with an average annualised volatility of 3.8%. For comparison, the compound average return over the last five years in Sterling is +2.0% with annualised volatility of 4.4%.

The value of a standard currency base can be seen over an extended period. During the financial crisis between the summer of 2007 to December 2010, Sterling fell some 40% against an index of currencies. Over the last few years there had been a partial recovery, undermined by the decline in the pound following the UK referendum to leave the European Union. Over the past eighteen years from 2006 to 2023, which includes the great recession and Covid-19 crashes, compound average returns in GCI were +3.8% with an average volatility of 3.7%. In Sterling average compound returns were +5.1% with a volatility of 7.2%. The average Sharpe ratio of returns relative to the GCI is 1.0. Due to the volatility of Sterling, the average Sharpe ratio of returns relative to Sterling is 0.7.

Reserves

The Foundation has free, unrestricted reserves of £15,323,452. Conservative management of our investments enables the Foundation to fund its ongoing grant giving activities. The Trustees are satisfied that the level of free reserves held are appropriate. The Trustees regularly review the Foundation’s strategy and policies to ensure that it continues to meet its charitable purposes both in the short and long term.

Office facilities

The Trustees were very grateful for the use of office space in London in 2023, which was provided, at no cost, by Dr David Potter. The financial statements do not reflect this benefit.

Volunteers

The Trustees were very grateful for the use of a finance officer and personal assistant, whose time was paid for by Dr David Potter. The financial statements reflect this benefit.

Risk management

The Trustees have examined the major strategic, business, investment and operational risks that the charity faces and confirm that the systems in place remain adequate to manage risk. The results over the last few years demonstrate tight control of the investment portfolio during an extremely volatile period in world markets. Funds have been maintained such as to ensure funding of the charitable activities for as long as possible.

Fundraising

Section 162A of the Charities Act 2011 requires charities to make a statement regarding fundraising activities. The legislation defines fundraising as “soliciting or otherwise procuring money or other property for charitable purposes”. Such amounts receivable would be presented in the financial statements as “Donations and legacies”. As a private foundation, the David and Elaine Potter Foundation does not undertake any fundraising activities whatsoever.

Statement of Trustees’ responsibilities

The Trustees are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

8

The David and Elaine Potter Foundation

Report of the Trustees

for the year ended 31 December 2023 (continued)

Statement of Trustees’ responsibilities (continued)

The law applicable to charities in England and Wales requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Foundation and of the incoming resources and application of resources of the Foundation for that year.

In preparing these financial statements, the Trustees are required to:

The Trustees are responsible for keeping sufficient accounting records that disclose with reasonable accuracy at any time the financial position of the Foundation and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed. They are also responsible for safeguarding the assets of the Foundation and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditor

The Trustees confirm that in so far as each of the Trustees is aware:

By order of the Board of Trustees

Sam Potter

Samuel Potter Chair of Trustees

Date 30 Jul 2024

9

The David and Elaine Potter Foundation

Independent Auditor’s Report for the year ended 31 December 2023

Opinion

We have audited the financial statements of the David and Elaine Potter Foundation (the ‘Foundation’) for the year ended 31 December 2023 which comprise the Statement of Financial Activities , the Balance Sheet , the Statement of Cash Flows and the 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 Foundation 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 Foundation’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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Trustees are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and 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 course of 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.

10

The David and Elaine Potter Foundation

Independent Auditor’s Report for the year ended 31 December 2023 (continued)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion:

Responsibilities of Trustees

As explained more fully in the statement of trustees' responsibilities, the Trustees 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 Foundation’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 cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

11

The David and Elaine Potter Foundation

Independent Auditor’s Report for the year ended 31 December 2023 (continued)

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

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. The primary responsibility for the prevention and detection of irregularities and fraud rests with the trustees of the charity.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the charity’s trustees, as a body, in accordance with part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditors' 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 charity and the charity’s trustees as a body, for our audit work, for this report, or for the opinions we have formed.

HW Fisher LLP HW Fisher LLP

Chartered Accountants Statutory Auditor Acre House 11-15 William Road London NW1 3ER United Kingdom

30 Jul 2024

.........................

HW Fisher LLP is eligible for appointment as auditor of the Foundation by virtue of its eligibility for appointment as auditor of a company under of section 1212 of the Companies Act 2006.

12

The David and Elaine Potter Foundation

Statement of Financial Activities Including income and expenditure account for the year ended 31 December 2023

Income from:
Donations andlegacies
Notes
3
Investments
4
Total income
Expenditure on:
Investment management costs
5
Charitable activities
6
Total resourcesexpended
Netgains/(losses) oninvestments
11
Net movement infunds
Fundbalances at 1January2023
Fund balances at 31 December 2023		 Unrestricted
funds
2023
£
5,500
266,375
271,875
144,578
811,919
956,497
(203,868)
(888,490)
16,211,942
15,323,452		 Unrestricted
funds
2022
£
59,433
94,371
153,804
138,251
915,768
1,054,019
525,548
(374,667)
16,586,609
16,211,942

The statement of financial activities includes all gains and losses recognised in the year.

All income and expenditure derive from continuing activities.

The notes on pages 16 to 23 form part of these financial statements.

13

The David and Elaine Potter Foundation

Balance Sheet

as at 31 December 2023

Notes
Fixedassets
Investments
12
Current assets
Debtors
13
Cashat bank andinhand
Creditors: amounts falling due within oneyear
14
Net current assets /(liabilities)
Total assets less currentliabilities
Creditors: amounts falling due after more
than oneyear
15
Netassets
Income funds
Unrestricted funds		 2023
£
-
102,797		 £
15,493,198
(158,246)
15,334,952
(11,500)
15,323,452
15,323,452
15,323,452		 2022
£
50,933
159,945
£
16,170,832
41,110
102,797
(261,043)		 210,878
(169,768)
16,211,942
-
16,211,942
16,211,942
16,211,942

30 Jul 2024

The financial statements were approved by the Trustees on

Sam Potter Sam Potter Chair of Trustees

The notes on pages 16 to 23 form part of these financial statements.

14

The David and Elaine Potter Foundation

Statement of Cash Flows for the year ended 31 December 2023

2023 2022
Notes £ £ £ £
**Cash flows from operatingactivities **
Cashabsorbed by operations 17 (757,148) (1,196,145)
**Investing activities **
Withdrawals frominvestmentfund 700,000 1,053,002
Net cashgeneratedfrom investing activities 700,000 1,053,002
Net (decrease)/increase in cash and cash equivalents (57,148) (143,143)
Cashand cashequivalents atbeginningof year 159,945 303,088
Cash and cash equivalents at end of year 102,797 159,945

The notes on pages 16 to 23 form part of these financial statements.

15

The David and Elaine Potter Foundation

Notes to the Financial Statements for the year ended 31 December 2023

1 Accounting policies

1.1 Accounting convention

The financial statements have been prepared in accordance with the Foundation's governing document, the Charities Act 2011 and "Accounting and Reporting by Charities: 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 January 2019)". The Foundation is a Public Benefit Entity as defined by FRS 102.

The financial statements have departed from the Charities (Accounts and Reports) Regulations 2008 only to the extent required to provide a true and fair view. This departure has involved following the Statement of Recommended Practice for charities applying FRS 102 rather than the version of the Statement of Recommended Practice which is referred to in the Regulations but which has since been withdrawn.

The financial statements are prepared in sterling, which is the functional currency of the Foundation. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2 Going concern

Based on the Charity's financial forecasts, the unrestricted funds available and level of commitments at the time of approving the financial statements, the Trustees have a reasonable expectation that the Foundation has adequate resources to continue in operational existence for the foreseeable future. Thus the Trustees continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3 Charitable funds

Unrestricted funds are available for use at the discretion of the Trustees in furtherance of their charitable objectives.

1.4 Income

All voluntary income is accounted for when received. Investment income is accounted for on accruals basis. Gifts in kind are included at fair value to the charity.

1.5 Expenditure

Expenditure is included on an accruals basis.

Grants payable are charged in the year when the offer is conveyed to the recipient except in those cases where the offer is conditional, such grants being recognised as expenditure when the conditions attaching are fulfilled. Grants offered subject to conditions which have not been met at the year-end are noted as a commitment, but not accrued as expenditure.

Allocation of overhead, governance and support costs

Overhead, governance and support costs have been allocated entirely to charitable activities. They have then been apportioned based on the grant awards made.

Governance costs comprise all costs involving public accountability of the charity and its compliance with regulation and good practice. These costs include costs relating to the statutory audit and legal fees. These are reallocated to charitable activities.

Expenditure on raising funds

Expenditure on raising funds consists of investment management fees directly attributable to managing the investment portfolio.

16

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

1 Accounting policies (continued)

1.6 Fixed asset investments

Fixed asset investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in net income/(expenditure) for the year. Transaction costs are expensed as incurred.

1.7 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less.

1.8 Financial instruments

The Foundation has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Foundation's balance sheet when the Foundation becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Foundation’s contractual obligations expire or are discharged or cancelled.

1.9 Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Foundation is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

17

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

2 Critical accounting estimates and judgements

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

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

There were no estimates within these financial statements.

3 Donations and legacies

Unrestricted Unrestricted
funds funds
2023 2022
£ £
Donations and gifts
In-Kind volunteer support 5,500 8,500
Gift Aid - 50,933
Total 5,500 59,433

Two paid employees of Dr David Potter provided administrative support on a voluntary basis to the Foundation during the reporting period.

4 Investments

Investments
Unrestricted Unrestricted
funds funds
2023 2022
£ £
Income from fixed asset investments 266,375 94,371
Investment management costs
Unrestricted Unrestricted
funds Funds
2022 2021
£ £
Goldman Sachs 40,141 39,870
Delft Investments Limited 104,437 98,381
144,578 138,251

5 Investment management costs

18

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

6 Charitable activities

For the year ended 31 December 2023
Grant funding of activities (see note 7)
Share of support costs (see note 8)
For the year ended 31 December 2022
Grant funding of activities (see note 7)
Share of support costs (see note 8)		 Arts
2023
£
65,000
14,420
79,420
Arts
2022
£
90,007
26,209
116,216		 Non-
strategic
Civil Society
Education
2023
2023
2023
£
£
£
20,000
349,732
230,039
4,415
77,400
50,913
24,415
427,132
280,952
Non-
strategic
Civil Society
Education
2022
2022
2022
£
£
£
60,000
331,374
299,742
9,425
51,987
47,024
69,425
383,361
346,766		 Total
2023
£
664,771
147,148
811,919
Total
2022
£
781,123
134,645
915,768

7 Grants awarded

Grants awarded
Total Total
2023 2022
Arts
Almeida Theatre 10,000 -
Donmar Warehouse 10,000 10,000
Hampstead Theatre 15,000 10,000
National Youth Jazz Orchestra - 10,000
Performa - 30,007
Philharmonia Orchestra Ltd 30,000 30,000
Sub-total – Arts 65,000 90,007
Non-Strategic
British Red Cross - 10,000
Disasters Emergency Committee - 40,000
Listening Place - 10,000
MS Society 20,000 -
Sub-total – Non-strategic 20,000 60,000

19

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

7
Grants awarded(continued)
Civil Society
Border Forensics
Corruption Watch South Africa
Death Penalty Project
Global Legal Action Network
Index on Censorship (Writers & Scholars Educational Trust)
Inkululeko South Africa Media
Open Trust (openDemocracy)
Prisoners Abroad
Reprieve
Spotlight on Corruption
Transparency International UK
Trust for the Bureau of Investigative Journalism
Sub-total – Civil Society
Education
Access Project, the
Brilliant Club, the
Challenge Partners
Engineering Development Trust
Future Frontiers
IkamvaYouth
Lumiere Creche & Day Care Centre
MyBigCareer
University of Cape Town
Sub-total - Education
TOTAL
2023
Number
Grants paid to institutions
18
__		 Total
2023
49,732
-
-
-
20,000
-
50,000
-
30,000
40,000
50,000
110,000
349,732
30,000
30,000
-
-
40,000
-
37,130
25,000
67,909
230,039
664,771
2023
£
664,771
__		 Total
2022
-
45,562
45,000
40,000
-
65,812
-
35,000
-
-
-
100,000
331,374
20,000
35,000
36,658
35,800
-
35,438
-
25,000
111,846
299,742
781,123
2022
Number
21
__		 2022
£
781,123
__

No grants were awarded to individuals in 2023 (2022 – zero).

20

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

8 Support costs

Support costs
Support costs Governance 2023 Support costs Governance 2022
costs costs
£ £ £ £ £ £
Staff costs 103,461 - 103,461 85,316 - 85,316
Audit fees - 15,882 15,882 - 14,760 14,760
Accountancy services - 10,971 10,971 - 6,090 6,090
Bank charges 58 - 58 119 - 119
Other expenses 3,585 - 3,585 1,921 - 1,921
Website, web hosting and
grant system costs 6,195 - 6,195 4,985 - 4,985
Foreign exchange
(gain)/loss 1,496 -
 1,496 4,854 -
 4,854
Volunteer in-kind costs 5,500 - 5,500 8,500 - 8,500
Legal fees - - - 8,100 - 8,100
Analysed between
charitable activities 120,295 26,853 147,148 113,795 20,850 134,645

Governance costs include payments to the auditors of £26,853, comprising £15,882 relating to audit fees (2022: £14,760), and £10,971 relating to accountancy services (2022: £6,090), comprising primarily accounts preparation (including an under accrual from the prior year of £5,366).

9 Trustees

None of the Trustees (or any persons connected with them) received any remuneration or benefits from the Foundation during the year.

10 Employees

The average monthly number of employees during the year was:

2023 2022
Number Number
1 1
Employment costs 2023 2022
£ £
Wages and salaries 47,083 44,528
Social security costs 22,708 21,618
Other pension costs 33,670 19,170
103,461 85,316

There was one employee whose emoluments (including pensions) were in the range between £90,001 and £100,000 (2022 – one, between £70,001 and £80,000).

21

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

11 Net gains/(losses) on investments

Unrestricted Unrestricted
funds funds
2023 2022
£ £
Investments gains / (losses) (203,868) 525,548

12 Fixed asset investments

Listed Cash and cash Other Total
investments equivalent investments
£ £ £
Cost or valuation
At 1 January 2023
 7,292,572 8,845,208 33,052 16,170,832
Dividends and interest received - 266,375 - 266,375
Valuation changes and cash movements 6,216,602 (6,394,403) (26,067) (203,868)
Withdrawals from investment fund - (700,000) - (700,000)
Investment manager's fees - (40,141) - (40,141)
At 31 December 2023 13,509,174 1,977,039 6,985 15,493,198
At 31 December 2022 7,292,572 8,845,208 33,052 16,170,832
13 Debtors
2023 2022
Amounts falling due within one year: £ £
Other debtors - 50,933
14 Creditors: amounts falling due within one year
2023 2022
£ £
Grants payable 195,540 121,814
Other creditors and accruals 65,503 47,954
261,043 169,768
15 Creditors: amounts falling due after more than one year
2023 2022
£ £
Grants payable 11,500 -

22

The David and Elaine Potter Foundation

Notes to the Financial Statements

for the year ended 31 December 2023 (continued)

16 Related party transactions

Dr David Potter is a Director of:

Dr Elaine Potter is a Trustee of the following organisations:

a Director of:

and a non-Executive Director of:

Mr Samuel Potter is a Trustee of the following organisation:

and a Director of:

Grant commitments during the year to the above organisations were:

Transactions with Delft Investments Limited were conducted on an arm’s length basis. The total amount paid to Delft Investments Limited in the reporting period was £104,437 (2022 - £98,381).

17 Cash generated from operations

Cash generated from operations
(Deficit) / surplus for the year
Adjustments for:
Investment income recognised in statement of financial activities
Investment management fees paid from portfolio
Fair value (gains) and losses on investments
Movements in working capital:
(Increase) / decrease in debtors
Increase / (decrease) in creditors
Cash absorbed by operations		 2023
2022
£
£
(888,490)
(374,667)
(266,375)
(94,371)
40,141
39,870
203,868
(525,548)
50,933
60,974
102,775
(302,403)
(757,148)
(1,196,145)

18 Analysis of changes in net debt

The Foundation had no debt during the year.

23