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2020-12-31-accounts

SWIRE 2765

REPORT AND ACCOUNTS

YEAR ENDED 31 DECEMBER 2020

Charity number: 1150225

SWIRE 2765

I N D E X

Year ended 31 December 2020

Page
General information 2
Report of the trustees 3
Auditors’ report 6
Statement of financial activities 9
Balance sheet 10
Statement of cash flows 11
Notes to the financial statements 12

1

SWIRE 2765

G E N E R A L I N F O R M A T I O N

Year ended 31 December 2020

Established by deed 19 October 2012
Charity number 1150225
Trustees J S Swire
B N Swire
Dr C Isacke
K Imoto
Power to appoint new trustees is vested in the settlor
during his lifetime and thereafter in the Trustees provided
that there are always at least three Trustees.
Settlor J S Swire
Trust fund £100, further settlements, accumulation of income, capital
accretion or otherwise and all property representing the
same.
Objects Such charitable objects as the Settlor shall in writing direct
or in default of direction as the Trustees shall from time to
time determine.
Accumulation During the period 21 years from the date of the trust deed,
the Trustees have power to accumulate the whole or any
part of the income of the Trust Fund.
Power to retain The Trustees have power to retain any John Swire & Sons
Limited shares comprised in the Trust Fund.
Investments Powers of investment as an absolute beneficial owner.
Investment managers Sarasin & Partners LLP
Juxon House
100 St Paul’s Churchyard
London
EC4M 8BU
Bankers Coutts & Co
440 Strand
London
WC2R 0QS
Auditors Dixon Wilson Audit Services LLP
22 Chancery Lane
London
WC2A 1LS
Address Swire House
59 Buckingham Gate
London
SW1E 6AJ

2

SWIRE 2765

R E P O R T O F T H E T R U S T E E S

Year ended 31 December 2020

The Trustees present their report and financial statements of the charity for the year ended 31 December 2020. The financial statements have been prepared in accordance with the accounting policies set out in note 1 of the financial statements and with the 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 (FRS102).

Structure, governance and management

The Trust is an unincorporated charity, constructed under a trust deed dated 19 October 2012 and is a registered charity, number 1150225.

The power to appoint new Trustees is vested in the settlor during his lifetime and thereafter in the Trustees provided that there are always at least three Trustees. Responsibility for the induction of any new Trustee, which involves awareness of the history and approach of the charity and an understanding of a Trustee's duties, lies with the Trustees. A new Trustee would receive copies of the previous year's accounts.

At the Trustees' meeting, the Trustees agree the strategy of the Trust, including consideration of donation making, investments, reserves and risk management policies. The investment policy is implemented by independent fund managers.

Grant making policy

The Trustees meet to consider what grants/donations they will make and to review any feedback they have received.

Although the Trustees make some grants without formal applications, they normally require organisations to submit a request explaining how the funds could be used and what would be achieved.

Objectives, activities and achievements for the public benefit

The objective of the Trust is to provide donations and grants for charitable purposes in the United Kingdom and elsewhere.

During the year the Trust has made donations and grants totalling £3,000 (2019 - £41,000).

The Trustees intend to continue to provide support to their chosen charitable causes.

During the year the Trust received no gifts (2019 - £nil).

The Trustees, having regard to the public benefit guidance published by the Charity Commission in accordance with section 17 of the Charities Act 2011 , consider that the purposes and activities of the charity satisfy the requirements of the public benefit test set out in section 4 of the same Act.

Investment policy

Under paragraph 4.9 of the trust instrument the Trustees have power to retain shares in John Swire & Sons Limited, and are not under any duty to diversify to the extent that the trust fund comprises those shares.

However, the Trustees have also noted the statutory duty of care required by the Trustee Act 2000, in relation to their holding suitable investments and the need for diversification of investments so far as is appropriate to the circumstances of the trust.

The Trustees' overall investment objective is to achieve a level of investment income growth which at least matches the rate of inflation, while protecting the value of the charity's capital in real terms.

Where investments have been donated to the charity, the Trustees also consider whether a disposal of such investments could discourage similar donations in the future.

The Trustees recognise that particular investment risks arise from lack of diversification where substantial holdings in unquoted companies are donated to the charity and retained. The Trustees seek to mitigate the risks through their board representation, as well as by the regular monitoring of such investments on receipt of published financial information.

The charity does not operate an "ethical investment policy."

3

SWIRE 2765

R E P O R T O F T H E T R U S T E E S ( C O N T D )

Year ended 31 December 2020

Key management personnel remuneration

The trustees consider the board of trustees as comprising the key management personnel of the charity in charge of directing and controlling the charity and operating the charity on a day-to-day basis. All trustees give their time freely and no trustee remuneration or expense reimbursements were paid in the year.

Risk management

The major risks to which the Trust may be exposed, as identified by the Trustees, have been reviewed to confirm that systems, where appropriate, exist to mitigate those risks.

The principal risks faced by the charity lie in the performance of the investments and risks from ineffective grant making.

The Trustees recognise that the Trust's investments consist largely of a holding of shares in a private company that were settled upon the Trustees with the power contained in the Deed to retain and not to diversify those shares. The variability of the quoted investment portfolio is a major financial risk. It mitigates this risk by retaining expert investment advisors and having a diversified portfolio where possible.

The risk from ineffective grant-making is mitigated by carrying out research on charitable institutions to establish whether potential donations will be used effectively and in furtherance of this charity’s own objectives.

Reserves Policy

The Trust was created in 2012 with a fund intended to provide a regular level of income which could be distributed for a wide variety of charitable purposes. In addition, and this is evidenced by the existence of the 21 year power of accumulation, it has been the Settlor's and the Trustees' Intention that the fund should be able to grow during the accumulation period with the help of accumulations of income. Once income is accumulated, it becomes an addition to the Trust's capital.

The Expendable Endowment Fund comprises 876,868 John Swire & Sons Limited ordinary shares with a market value of £10,575,028 at 31 December 2020 and 502,120 John Swire & Sons Limited preference shares with a market value of £510,435 at 31 December 2020. Jonathan Swire donated the initial shares with the intention that they should be held as an expendable endowment to the trust fund. The other share acquisitions are held on the same basis. The remaining reserves balance of £14,589,993 has been included within the Unrestricted Income Fund. This can be expended at the Trustees’ discretion.

The Trustees discussed the need for reserves, and concluded that no reserves need to be retained whilst the power to accumulate income remains available. Under the governing document of the trust, the trustees are able to apply the capital of the trust for charitable purposes, if this is required.

Financial position

The trustees considered the financial position to be satisfactory. There is sufficient cash and investment income to meet the committed donations and to continue to provide support to their chosen charitable causes.

Impact of COVID-19

The trustees have considered the impact of COVID-19 on the objectives, activities and financial position of the trust and the disruption caused by the pandemic meant that the trustees were unable to meet and coordinate their activities to provide donations in line with the objectives however, the financial position remains robust and the value of the Endowment Funds remain in excess of projected donations for the next decade. It is the trustees’ intention to increase the level of donations in future periods and there are now systems in place to allow this if the difficulties remain.

4

SWIRE 2765

R E P O R T O F T H E T R U S T E E S ( C O N T D )

Year ended 31 December 2020

Trustees’ responsibilities in relation to the financial statements

The trustees are responsible for preparing the Trustees' report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards. 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 charity and of the incoming resources and application of resources of the charity for that period. In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping accounting records which disclose with reasonable accuracy the financial position of the charity 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 charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

B N SWIRE For the trustees 29 October 2021

5

SWIRE 2765

A U D I T O R S ’ R E P O R T

Year ended 31 December 2020

Opinion

We have audited the financial statements of Swire 2765 (the ‘charity’) for the year ended 31 December 2020 which comprise the statement of financial activities, balance sheet, statement of cashflows and notes to the financial statements, including a summary of 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 charity 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 trustee's 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 charity’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. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

6

SWIRE 2765

A U D I T O R S ’ R E P O R T

Year ended 31 December 2020

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

We have nothing to report in this regard.

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 trustees’ responsibilities statement set out on page 5, 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 charity’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 charity or 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 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:

7

SWIRE 2765

A U D I T O R S ’ R E P O R T

Year ended 31 December 2020

We gained an understanding of the legal and regulatory framework applicable to the charity by considering, amongst other things, the sector in which it operates, and considered the risk of acts by the charity that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the assessed level of risk, but recognised that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to the Charities Act 2011.

Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of third parties.

As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud.

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.

Use of our report

This report is made solely to the charity’s trustees, as a body, in accordance with regulations made under section 154 of the Charities Act 2011. 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 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 charity and the charity’s trustees as a body, for our audit work, for this report, or for the opinions we have formed.

Dixon Wilson Audit Services LLP, Statutory Auditor 22 Chancery Lane, London WC2A 1LS 29 October 2021

Dixon Wilson Audit Services LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006.

8

SWIRE 2765

S T A T E M E N T O F F I N A N C I A L A C T I V I T I E S

Year ended 31 December 2020

Unrestricted Expendable
Income Endowment
Note
Fund
Fund
£
£
Income and endowments from:
Investments
2
1,179,754
-


Total income and endowments
1,179,754
-


Expenditure on:
Raising funds
14,290
-
Charitable activities
3
5,982
-


Total expenditure
20,272
-


Net gains/(losses) on investments
4
759,546
(6,243,913)


Net income/(expenditure)
1,919,028
(6,243,913)


Net movement in funds
1,919,028
(6,243,913)
Reconciliation of funds:
Fund balance brought forward at 1 January 2020
12,670,965
17,329,375


Fund balance carried forward at 31 December 2020
14,589,993
11,085,462
Total
2020
£
1,179,754

1,179,754

14,290
5,982

20,272

(5,484,367)

(4,324,885)

(4,324,885)
30,000,340


25,675,455
Total
2019
£
1,120,657

1,120,657

-
43,952

43,952

(155,639)

921,066

921,066
29,079,274

30,000,340

All amounts are in respect of continuing activities.

9

SWIRE 2765

B A L A N C E S H E E T

At 31 December 2020

Note
Fixed assets:
Investments
4
Current assets:
Debtors
5
Cash at bank and in hand
Liabilities:
Creditors: amounts falling due
within one year
6
Net current assets
Net assets
The funds of the charity:
Expendable endowment funds
7
Unrestricted income funds
7
£
12,995
1,257,340

1,270,335
(5,904)
2020
£
24,411,024

1,264,431

25,675,455

11,085,462
14,589,993

25,675,455
£

-
107,871

107,871
(2,922)
2019
£
29,895,391
104,949
30,000,340
17,329,375
12,670,965
30,000,340

The financial statements on pages 9 to 16 were approved by the board of trustees on 2021 29 October and were signed on its behalf by:-

B N SWIRE Trustee

10

SWIRE 2765

S T A T E M E N T O F C A S H F L O W S

Year ended 31 December 2020

Note
Net cash provided by/(used in) by operating activities
8
Cash flows from investing activities:
Interest and dividends
Purchase of investments
Net cash provided by investing activities

Change in cash and cash equivalents
Cash and cash equivalents brought forward
Cash and cash equivalents carried forward
2020
£
13,314

1,136,155
-

1,136,155
1,149,469
107,871

1,257,340
2019
£
(43,898)

1,120,657
(1,100,000)

20,657
(23,241)
131,112

107,871

11

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

SWIRE 2765

Year ended 31 December 2020

1. Accounting policies

(a) Basis of preparation and assessment of going concern

The financial statements have been prepared under the historic cost convention, with the exception that investments are carried at fair value. The financial statements have been prepared in accordance with the Statement of Recommended Practice: Accounting and Reporting by Charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) effective from 1 January 2020 and the Charities Act 2011.

The trust constitutes a public benefit entity as defined by FRS 102.

The trustees consider that there are no material uncertainties about the Trust’s ability to continue as a going concern. There are no significant areas of judgement and key assumptions that affect items in the accounts. With respect to the next reporting period, the most significant areas of uncertainty that affect the carrying value of assets held by the Trust are the level of investment return and the performance of investment markets (see the risk management section of the trustees’ annual report for more information).

(b) Funds structure

The charity has an endowment fund created by a gift. The income of this trust is unrestricted. The terms of the endowment allow the capital of the fund to be spent if the trustees so determine.

Unrestricted income funds comprise those funds which the trustees are free to use for any purpose in furtherance of the charitable objects. Unrestricted funds include designated funds where the trustees, at their discretion, have created a fund for a specific purpose.

(c) Income recognition

All income is recognised once the charity has entitlement to the income, it is probable that the income will be received and amount of income receivable can be measured reliably.

Donations are recognised when the Trust has been notified in writing of both the amount and settlement date.

Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the charity; this is normally upon notification of the interest paid or payable by the bank. Dividends are recognised once the dividend has been declared and the notification has been received of the dividend due. This is normally upon notification by our investment advisor of the dividend yield of the investment portfolio.

(d) Expenditure recognition

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to that expenditure, it is probable that settlement will be required and the amount of the obligation can be measured reliably.

Grants payable are payments made to third parties in the furtherance of the charitable objects of the Trust. This is accrued once the recipient has been notified of the grant award.

(e) Irrecoverable VAT

Irrecoverable VAT is charged against the expenditure heading for which it was incurred.

(f) Support and governance costs

The Charity does not incur support costs. Governance costs comprise all costs involving the public accountability of the charity and its compliance with regulation and good practice. Governance costs relate to charitable activities.

(g) Costs of raising funds

The costs of generating funds consist of investment management costs.

12

SWIRE 2765

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

Year ended 31 December 2020

(h) Charitable activities

Costs of charitable activities include grants made and governance costs as shown in note 3.

(i) Fixed asset investments

Quoted investments are a form of basic financial instrument and are initially recognised at their transaction value and subsequently measured at their fair value as at the balance sheet date using the closing quoted market price. Unquoted investments are valued using the most recent AGM share price. The statement of financial activities includes the net gains and losses arising on revaluation and disposals throughout the year.

The Trust does not acquire put options, derivatives or other complex financial instruments.

The main form of financial risk faced by the charity is that of volatility in equity markets and investment markets due to wider economic conditions, the attitude of investors to investment risk, and changes in sentiment concerning equities within particular sectors or sub sectors.

John Swire & Sons Limited ordinary shares are valued at the maximum price that can be applied to sales between shareholders. The price is agreed at the Annual General Meeting of the company by the board of directors and is calculated based on a dividend yield calculation and review of comparable quoted companies.

John Swire & Sons Limited preference shares are valued on a daily basis by dividing the coupon by the average yield of comparable quoted companies, scaled down to account for the shares being unlisted.

(j) Realised gains and losses

All gains and losses are taken to the Statement of Financial Activities as they arise. Realised gains and losses on investments are calculated as the difference between sales proceeds and their opening carrying value or their purchase value if acquired subsequent to the first day of the financial year. Unrealised gains and losses are calculated as the difference between the fair value at the year end and their carrying value. Realised and unrealised investment gains and losses are combined in the Statement of Financial Activities.

2.
Investment income
Investment income comprises:
Income from unlisted securities
Income from UK pooled investment
Interest on cash deposits
2020
£
751,310
428,248
196

1,179,754
2019
£
760,517
358,667
1,473
1,120,657

Investment income in both years was attributable to the unrestricted income fund.

13

SWIRE 2765

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

Year ended 31 December 2020

3. Analysis of expenditure on charitable activities

The charity did not undertake any activity directly but met its charitable purposes by making donations and grants.

Grants made to charitable institutions:
Cancer Research UK
Godmersham Charities
Godmersham PCC
Never Such Innocence Ltd
Orchestra of St John’s Ltd
Sustrans Ltd - National Cycle Network
Governance costs allocated to charitable activities:
Auditor’s remuneration
Bank charges
Total
During the year the Trust had no employees (2019 - none).
2020
£
-
1,000
1,000
-
-
1,000

3,000
2,982
-
5,982
2019
£
30,000
1,000
1,000
5,000
3,000
1,000
41,000
2,922
30
43,952

Charitable expenditure in both years was attributable to the unrestricted income fund.

14

SWIRE 2765

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

Year ended 31 December 2020

4.
Fixed asset investments
Quoted/unquoted investments
Market value brought forward at 1 January 2020
Additions at cost
Net unrealised (losses)/gains on revaluation
Market value at 31 December 2020
Investments have been made in the following categories of securities:-
2020
£
£
Quoted
UK equities
13,325,562

13,325,562
Unquoted
UK equities
11,085,462
_
24,411,024
2020
£
29,895,391
-
(5,484,367)

24,411,024

£
12,566,016
2019
£
28,951,030
1,100,000
(155,639)

29,895,391

2019
£
12,566,016
17,329,375

29,895,391

The historical cost of investments at 31 December 2020 was £23,331,209 (2019 - £23,331,209).

The unquoted investments are John Swire & Sons Limited ordinary shares and preference shares following a bonus issue.

The charity is partly reliant on investment income in the form of interest and dividends generated by the investments held.

Net realised losses on revaluation were attributable to the expendable endowment fund, with the exception of a gain of £759,546 (2019 – gain of £1,574,146) that was attributable to the unrestricted income funds.

5.
Debtors
Other debtors
2020
£
12,995

12,995
2019
£
-

-
6.
Creditors
Amounts falling due within one year
Trade creditors
Accruals
2020
£
2,922
2,982

5,904
2019
£
-
2,922

2,922

15

SWIRE 2765

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S

Year ended 31 December 2020

7.
Analysis of net assets between funds
Unrestricted
Endowment
funds
funds
£
£
Fund balances as at 31 December 2020 are represented by:
Debtors
12,995
-
Cash at bank and in hand
1,257,340
-
Creditors
(5,904)
-


1,264,431
-
Investments
13,325,562
11,085,462


14,589,993
11,085,462
Total
£
12,995
1,257,340
(5,904)
1,264,431
24,411,024

25,675,455

2019
£
921,066
(1,120,657)
155,639
54
-

(43,898)
8.
Reconciliation of net movement in funds to net cash flow from operating activities
2020
£
Net movement in funds
(4,324,885)
Deduct income from investments
(1,136,155)
Add losses on investments
5,484,367
Increase in creditors
2,982
Increase in debtors
(12,995)

Net cash used in operating activities
13,314

9. Related parties

During the year, the trustees received no emoluments or reimbursement of expenses for their services (2019 - none).

10. Financial assets and liabilities

The following are financial assets that qualify as basic financial instruments and are initially recognised at their transaction value and subsequently measured at their fair value as at the balance sheet date using the closing quoted market price or, for unquoted investments, using the valuation methods in the accounting policy for Fixed Asset Investments:

Financial assets

Financial assets
Quoted/unquoted investments 24,411,024

24,411,024
29,895,391
29,895,391

16