SWIRE 2765 REPORT AND ACCOUNTS YEAR ENDED 31 DECEMBER 2021 Charity number. 11 $0225 SWIRE 276S INDEX Year ended 31 December 2021 Page General information Report ol the trustees AudlEors' report Sutemen¢ of financsal actywves Balance sheer 10 Statement of cash flows Notes to the financinl 5ratements 12 SWIRE 2765 GENERAL INFORMA TION Year ended 31 December 2021 Establlthed by deed 190ttober2012 Charlty number 1150225 Trustees J S Swire B N Swire Dr C Isacke K Imoro Power to appoint new trustees is vested in the se[￿or durtng hls Iwerjme and thereafter In the Trustees provided that there are always ar leasr three Trusrees. Settlor 15Swre Twst fvDd £100, further set[lem￿[s. accumulatiofi of income. capi ac£re(ion or Ocher￿se and all property representing the Objects Such charioble objects as the Serdor shall in writing direct or iti detauk of direcuon as the Trustees sh￿1 from time to time deterniine. AccumulatS0ft During the period 21 years from the date of the trusr deed. the Trnstees have power to accumulate the whole or any part of the inc¢yne of the Trust Fund. Power to retaln The Trustees have power ro retaln any John Swire & Sons mited 5hare5 comprised in the Trust Fund. Investments Powers of investment as an absc*lute b￿eri¢la1 owner. Investment managers Sara5in & Partner5 LLP luxon House 100 St Paul's Churthyard London EC4M BBU Bankers Coutrs & Co 440 Strand London WC2R OQS Audlto Dixon Wilson Audir Services LLP 22 Chancery Lane London WC2A I LS Address s￿re House 59 8u¢kingham Gare LontJtsn SWIE6AJ SWIRE 2765 REPQR T OF THE TRUSTEES Year ended 31 December 2021 The Trusrees preseni their report and financial sutemenrs of the chariry for the year ended 31 December 2021. The financial 5taiements have been prepared in accordance the accounring policies sei our in nort l of the financial staiemencs and with the AccounDng and Reporung by Chariues= Stacement of Recommended Pratu¢e applicable to charitie5 prep8ring their accou1￿ in Accordance the Financial Reporring Standllrd applicable in the UK and Republic of Ireland IFRS1021. Structure* governance and rnanagement The Trust is an unincorporated charity. conscrutted under a trust deed dated 19 October 2012 and is a rewstered charity. number 1150225. The power to appoin¢ new Trustees is vested in the settlor duriftg his liferime and thereafter in the Truscees prowded rhat there are aivrdys ar leax three Trustees. Re5P0Tr5ibility for the induction of any new Trustee. which involves awarene￿ of the history and approach of the thariry and an understanding of a Trustee's dvties. lies with the Trusrees. A new TrusTre would receive copies of the previous year's aecounrs. Ar the Trusiees. meeun& the Trustees agree the 5rraregy of the Tru5u inclutling consideration of donation making* Inve$unen￿ resetves and risk managemenr policies. The investment policy is implemented by independent fvnd managers. Grant makln8 pollcy The Trustee5 meet to consider what 8rant￿￿on￿liOns they v#ill make and to re*ew any feedback they have received. Akhough the Trustee5 make Some grant5 wthout formal application5. they normalty require organisations to submit a request explaining how the funds could be used and whai would be achieved. Oblectlves. actlvltles and achlevements for the publlc benefft The objecu¥e of the Tnjst 15 ro proYde donations and grant5 for charitable purpose5 in the United Kingdom and elsewhere. During the year the Trust has mide donations and rdnrs ￿￿11￿¥ £378.00012020 _ L3.C(*Jl. The Trn5tees intend ro continue to provide support to their th05en tharitable causes. During the year the Trusr received th$ 01 £1629.461 (2020 - £nil). The Trustees. having regard to the public benefir gvidance published by the Charrry Commission in accordance wtth section 17 of the Charities Att 2011. consider that the purposes and acuv¢ues of the charrty satisfy the requirements of the pvblic benefrt test ser our in s¢aion 4 of th* same ACL Investmtfit pollty Under paragraph 4.9 of the rrusr instrnment the Trustee5 have power to retain Shares in john SwTrre & Sons Llmired. anij are not under any duty to dNersfy to the extent thar the trur fvnd comprises those shares. However, the Trustees have also noted the staruwry dury of c¥e reqvired by the Trustee Att 2000. in relatyon to their holding suitable investments and the need for diversification of inve5tmenrs so far a5 is appropria¢e to the circumstances of rhe rrusL The Truscee5' overall investment objective ts to athieve a level of investmtni income growth whi¢h 4¢ least rnatches the rate of intlarion, while proieuing the ￿lut of the charl￿$ wital in real terms. The thariry operntes irs nvesrmeftc objective without an ethicalty specific rnandate. Where invesunenrs have been ¢Jonated io the tharity. the Trustees a150 consider whether a disposal of $uth tnve5unent5 could discoury similar donation5 in the future. The Trustees recognise that parucular investment risks arise from lack of diversification where subsonual holdlngs In unquoced companie5 are donated to the charrty and retained. The Trustees seek to mwgare the risks through their board representation. as well as by the re8ular moniroring 01 suth i#vestmEnts on receipt of published financlal information. SWIRE 2765 REPOR T OF THÉ TRUSTEES (CONTD) Year ended J l D*ttmber 2021 Key management pep50nnel remunerntlon The trusrees consider Ihe board of rru5tees a5 comprising the key management personnel of the charicy in charge of direcung and controlling the chariry and operating the ehariy on a day-ro-day basis. Atl Irustee5 wve their time freely and no trustee rernunerdrion or expense reimbursements were in the year. Risk management The maior risks to which the Trust may be exposed as identified by the Trustees. have been re￿eWed to confirm that sys¢ems. where approprrare. ex1￿ co mivgare th¢)se risks. The prlnclpal rfsks faced by the th3rlty Ile in the performance of the Investments and ri5k5 from Ineffettlve grant making. The Trusrees recognise thar the Trusr's investmenu consisr largely of a holdlng of shares in a private company that were sertled upon the Trustees the power contained in the Deed to retain and not to diversify those 5hare5. The Trnriability of the quored inve5trneni portfolFO 15 a major financial risk It mitigates this risk by retaining expert inYe5cment athfi50f5 and having a diver5rfied portfolio where p05sibk. The risk from ineffective grant-making is mitigated by carrying ou¢ research on charitable in5ti¢utions to establish whether potentsal donations will be used effectivety and in furtherance of this chariW5 Qwn object6¥es. Reserves Pollcy The Trust was created in 2012 wirh a fund inrend¢d ro promde a regular level of income whith could be distributed for a wide rdriery of charitable purposes. In addition. this is e￿denCed by the exisience of the 21 year power of accumuliuon. It has been the Setdor's and the Trusrees. inrenrion thar the fund should be able to grow during the accumulauon period with the help of income acCurnu￿UonS. The Trustees are accumulating the income during this period and once accumulated. it will become an addiuon to the Trust's Capi￿1. The Expendable Endowmenr Fund cornpri5e5 876,868 john Swire & Sons kn"mited ordinary shares with a market value of £24,359,393 ar 31 DKember 2021, 1.222,120 John 5wre & Sons knmited preference shares wrth 3 marker value of £1.273.327 at 31 December 2021 Ind 1.225,395 Swre Pactfic knmited 'B' 5hare5 with a rnarket ￿l￿e of £888,237 at 31 December 2021. Jonathan s￿re donaied the initial 5hare5 the intention that they should be held as an expen¢Jable endowmenr ro the trust fvnd. During the year, d)e Trus¢ received a donation from a related settlement of £1.537.283. The donauon was 720,000 ohn Swire & Sons Limited preference shares and 1.225.395 Svitre Pacific knmited 'B' shares. This gift V¢75 made to rhe Expendable Endowment fund. At the balance sheet dat& the Unrestyicted Inc*)me Fund baknce was £16.603,214. Thts can be expended at the Tru5tees' discrevon. The Trusiees discussed the need for reserve5 and concluded that no reserves need to be refained whllsi the power ro atcumukre income remains available. Under the governing document of the rrusi rhe rrusrees are able to apply the Capi￿ of the trust for charitable Purpos￿ rf 15 required. Flnanclal posltlon The trustee5 considered the financi￿ position to be saDs(aciory. There is Sufficient cash and investment income ¢0 meet the committed donations and to continue w provide support to their th05en tharitable causes. Impact of covir>19 The tnjstees have considered the impact of COVID-19 on the objectives. aCt•￿tieS and financial posivon of the tru5L The financtal position remains robust and the Y￿ue of the Endowment Funds rem¥n Fn excess of projected donauons for che ne￿ decade. The trusteès have increased the level of donauons to that of Pre￿o￿S periods and there are systems in phce to allow this to c¢)ntsnue should drfficulues anse apn in future period5. SWIRE 2765 REPOR T OF THE TRUSTEES (CONTD) Yev ended 31 December 2021 Tpu5tee5' re5POh51bllltle5 In relatlon to the flnanclal rtatements The crustees are responsible for preparing the Tru5tees' report and the financial statements in accordance with applicable Faw and United Kingdom Accountyng Standards. The law applicable to charities in England and Wales requires the trustees 10 prepare financi￿ staternenu for each financiil year which &ve a rrue and fair view of the stste of affairs of the chariry and of the incoming ￿sourceS antj application of resources of the charity for that penotl. In preparing these finaneial 5tarements. the trustee5 are required ro= selecr suirable accounung policies and then appty them consisrenty. observe the methods and principles of the Chariries SORP.. mike judgements and accounting estimates that are rea%>nable and prudenL state whether applicable accounting standard5 have been followed. subjett to any depamires dixlosed and explained in the financial suiemenrs: and prepare che financi315taternents on the going concern basis unle$5 1¢ is inappropriate to presume that the charity will continue in busine5S. The trusiees are responsible for keeping actounung record5 which di5dose reasonable accuracy the fin3nci PQSiVC*n of the chariry and enable them 10 ensure thai the financial s(acemencs compty the Charitie5 Act 2011, the Chancy IAecounts and Reports) Regulation5 2008 and the pro￿510n$ of the trust deed. They are ￿59 responsible for safegu ng the assets of the charity and hence for taking reasonable sieps for the prevenuon and detection of fraud rreguk4rities. J S SWIRE For the trustees 21 Sq>)w 2022 SWIRE 2765 AUDITORS REPOR T Year ended 31 Derember 2021 Oplnlon We have audited the financial statements of Swire 2765 (the 'charity I for the year endetj 31 December 2021 which comprise rhe srarement of financial a￿l￿Ve5. baknce sheeL Staternent of ca5hfflows and noies io the financial Statements, including a summary of Si￿￿1(ant accounting policies. The finantial reporring framework th3T has been applied in their preparation 15 applicable law and Unrctd Kingdom Accouniing Standards. including Financial Fieporting Standard 102 The Financial Reporting Srandard applicable in the UK and Republic of Ireland {United Kingdom Generalty Accepted Aceounvng Practictl. In our opinion. the financial xatements-. ve a true and fair view of the state of the chariry's affairs as at 31 Decwnber 2021 and of 1¢$ incoming resources and application of resource5 for the year then ended- have been property prepared in accordance Unrted Kingdom Generalty Accepted Accounung Prdctyce.. have been prepared in accordance the requirements of the Chariues Aci 2011. Basis for opinion We conducted our audii in accordance with International Standards on AutJiDn¥ IUKI {ISAs IUKII and applicable Faw. Our responsibiliues under those swidards are further described in the Audiior's responsibiliues for the audit of the financial statements 5ecuon ol our reporL We are independent of the charity in accordance with the ethical requiremenrs that are relevant to our audir of the financial soremenrs in the UK. including the FRC'S Ethical Srandard. and we have fu￿111ed our other ethical re5pon51biliues In accordance with these requirernent5. We believe that the au*Jti evidence we have obtained 15 suffiuent and appropnate ro provide a basis for our opinion. Concluslons relatln8 to 8oln¥ Concern We have nothing to report in re5pett ol the foll¢)wTrg matters in relavon to which the ISA5 {UK} requlre us ro repon to you where: the tru5tees' use ol the going concern basis of xcounting in the preparduon of the fiTranci￿ sratwnents is not appropriats.. or the truscees have nor disclosed in the financial statements any identyfied marenal uncerywnues that may cast significant doubt abour the charity's ability to continue to adopt the going conc*m basis of accounting for a period of ar l¢asr rwelvÈ months from the date when the finanoaj sta¢emenrs ¥e authorised for issue. Other Information The other information comprises the inforniatyon included in the annual reporL other than the financial statements and our auditor'5 report thereon. The vusrees are responsible for the other infornAvon. Our opinion on the financial 5tatemen¢5 doe5 not cover the other infonmauon and we do no¢ express any lorm of assurante conclusion thereon. SWIRE 2765 AUDITORS REPOR T Year ended 31 December 2021 In connecrion wich our audir of the finantial suremenr& our responsi￿.1￿ is ro read the other infom)auon and. in doing so. eonsider whether the other inftsmuoi)n is maferially inconsistenr wlth the financial sraremenrs or our knowledge obrained in the audir or othewse appears ro be mareriajty msssDred. W we idenrify such marerial inconsistencies gr apparent m2teri31 mi$5tatements. we are required to deternine whether there 15 a material mi55tatefnent in the financial statements or a material mi55tatement of the other information. W. based on the work we have performed. we conclude that there 15 3 material misstarernent ol this other inlorn)ation. wt are requlred to report that fatt. We ha￿ nothing to reporT in this ryrd. Matters on whlch we are requlred to report by exceptlon We have nothing ro report in respecr of the following mauers in relation to V+thich the Charities (Attounts and Report5) RegulatlOn5 2008 require u5 to report to you rf. in our ownion.. the inforniatyon ￿ven in the financial Statements is inconsixen¢ in any marerial respect wlth the (rnstees report,. or sufficienr accounting ￿ordS have not been kep¢ or the fin3ncial st&rements ￿ nor in agreemeni the accounting records., or we have not reCe1T￿ all the informauon and explanati￿5 we require for our audiL Responslbllltles of trustees As explatned more fulty in the rrustee5' responsibiliue5 5taTrment Set out on page 5, the trustees are responsible for rhe prepara(ion of the financi￿ suiements and for being 5ati5fied thar they Ive a crue and fair ￿ew. and for suth internal control as the trustees derermint is necessary ro enable the prepafttion of financial 5tstements that are free from wnawial mis5raremenL whether due to fraud or error. In preparing the financi￿ statement& the rru5tee5 are responsible for *s5essing the charirf5 abiliry ro conunue as a going concern, disdosing, as appltcable. matcers relaced ro going eoncern and u5in8 thE 8oin8 concern basis of accounring unless the wJstees either intend to liquiijare the thariry or to cease operauon& or have no r￿15￿£ aliernauve bur ro do so. Audltorfs responslbllltles for the audlt of the finantlal statèmènts We have been appointed as audiror under section Im of the Charitie5 Act 2011 and report in accordance the Act and relerdnt regulations made or having effect thereunder. Our objectives are to obtain reasonable assurance abovt wthether the financial statements as a whole are free from matsrial mi5Statemeni whether due to frnud or error. and ¢0 issue an audiior's report chat includes our opinion. Reasonable assurance is a high level of assuranc< but is nor a guarantee that an audit conducted in accordance with ISAS (UK) will always detect a marerial missutement when ir t￿$($. Mi55taiement5 can arise from fraud or error and are considered material rf. Individu￿ty or in 288re8ate. they could reasonabty be expected ro inlluence the economic decisions of users taken on the b•sis of these fin￿£t11 sotemenu. Irregularirles. indudini frdud. are instsnee5 of non-cornpliance wth laws and rewlations. We desi￿ procedure5 in line with our responsibiliDes. oudineij above. to detec( fnaterlal rni55tatement5 in respect of irregularities. including fraud. The ex¢ent to whtth oyr procedures are capable of dereuing irregulari0￿. including fraud 15 detailed below We gained an under5f3nding of the lepl and regulatory frarnework applicable to the charity by considerin& amongst Other things, the seuor in whith it optr3tes. And considered the risk of acts by the chariry that were con¢rary tQ applicable la￿ and regularions. including fraud. 5WIRE 2765 AUDITORS REPOR T Ye4r ended 31 December 2021 WÈ desighed audir procedures to respond ro the assessed Itv*l of rtsk but recognised th4E the risk of nor detetting a material missratement due ro fraud is higher than the nsk ol not dete￿Ing one resulung from error. as fraud may invofve deliberate concealment by. for example. forgery or intentional misrepresentstion& or through collusion. We focused on Jaws and regukntyons whith could we rise to a mater41 mi5Starement in the financial statement& Including. but not limited ¢0 the Charityes Ac¢ 2011. Our tests induded weeing the financial statemenr disdosuw ￿ unde￿.￿1 supporun8 documenwon. enquiries with management and enquiries of third parties. in 311 our audits. we also addressed the risk of manwenr override of Intern￿ c¢)ntrols, including testing journals and ev￿ua0ng whether there was evidence of bias by managemenc thac represented a risk of material In15sratemenc dve ¢0 fraud. There are inherent limitations in the audit procedures described above and. the further removed nonrfeld of comparable quoted companies. 5caJed dovm to account for the shares being unlis(ed. Realised gains and lo￿5 I gains and losses are r2ken ro the Sraiement of Financi￿ ActM"ues as they arise. Reali5ed gain5 and 1055e5 on inveS[men￿ are calculated as the drfference be￿ert sales proceeds and their opening carrying value or their purchase Ydlue rf acquired subsequent 10 the first day of the financial year. Unrealised pin5 and Ios5e5 are Iculated as Ihe difference berween the fair ￿lue at the year end their c3rryng w2lue. Re31ised and Unre￿ISed invesuneni gain5 and1055e5 are combined Trn the Statement of Financial Activities. Investment income 2021 2020 Investmtnt In¢ome tomprlse Income trom unlisted se(Ltrities Income from UK pooled invesrmenr Interest on cash dep051ts 1.004,787 483,199 187 751.310 428,248 196 1.488.173 1,179.754 Inves¢meni income in both years was attribuuble ro the unresrricttd income fund. 13 SWIRE 2765 NOTES TO THE FINANCIAL ST A TEMENTS Year ended 31 December 2021 Donatlons and legacles 2021 2020 Investment Income comprlse&' Cash donarion5 In specie invesrmenrs 1,091178 1.537.283 1629.461 All donavons were attributable to the expendable endowTnent fund. Anaty5is of expenditure on charitable artlvities The charity did not undertake any auivty ithrectty met chariuble purposes by making donation5 and grants. 2021 2020 Grants made to charitable institution Glyndebourne Producuon5 Ltd Godmersham Chartues Godmersham PCC Su5rrans Ltd - National Cycle Netymrk 375.0￿) i.￿0 1.000 1.000 1.000 1.000 1.000 378.{￿)0 3,000 Governance costs ollo¢ateé to tharltoble ortivltle Audiror's remunernrion Bank charges Total 3,IH 97 2.982 381,241 5.982 During the year the crust had no employee5 {2020 - none). Charitable expendiiure in both years was attributsble to the unre5trrtt￿ income fund. 14 SWIRE 276S NOTES TO THE FINANCIAL ST A TEMENTS Year ended 31 December 2021 Flxed asset Invertments 2021 2020 Quotedlunquoted Investments Market ftlue brought for￿￿rd at l January 2021 In specie donations Additions at cost Net unrrdlised gain￿{10$￿) ¢Jn re￿lUatIon Markrf ￿lue at 31 December 2021 24.411.024 1,537.283 42.976 14,852.523 29.895.391 {5.484,367) 24.411,024 40,843.806 Inves¢ments have been made in the fdlowing cacegories of securities".- 2021 2020 Quoted UK equities 15.211.086 13J25,502 15.211.086 13.325.562 Unquoted UK equilles 25,632,no 11.085.462 40.843,806 24.41 l.Q24 The historical cosr of invescments ai 31 December 2021 was £24.911.467 Q020- U3.331.2091. The unquoced inve5trnen¢5 are john Sw￿re & Son5 kn"nNted ordinary shares and preference shares following a bonu5 issue. The charity is par¢ly reliant on invesrmenc income in the forn) ol inrerest and dfvfjdends generdted by the invesunenu held. Net realised rdins on re￿Ul￿On and di5P05al in both years were attributable to the expendable endowmeni fvnd. with the excepuon of a gain of £954.31212020 - of £759.5461 that was attributable to the unrestricted income lund. Debtors 2021 2020 Gift Aid receivable Other debtor5 125.0 14.102 12.995 139.102 12,995 Credltors 2021 2020 Amounts falllng due within one year Trade credirors Accru￿5 2,922 2.982 3.190 3.190 5.904 15 SWIRE 2765 NOTES TO THE FINANCIAL ST A TEMENTS Year ended 31 December 2021 Analysls of net assets between funds Unrestrirted fund5 Endowment funds Fund b￿anCeS as aE 31 December 2021 are represented br. Debtors Cash at bank and In h￿d Cr¢ditors 139.102 2.144.453 13,190) 2.280,365 139,102 3,236,630 13.1901 3.372.542 1.091177 1.091177 Investmenfs 14.322.849 26.520.957 40,843.806 16.603.214 27,613.134 .216.348 Rtconcillatlon of net movemeTrt in funds to net cash Ilow from operating artivities 2021 2020 Nei movemenc in funds Deduct income frorn invesrmentS Deduct in specie invesunents IGainsl11055es on inve5trnents IDecreasellincrea5e in creditors Increase in debtor5 18,S40.893 11,488.1731 11.537.283) (14,8515231 IL714} 1126.104 534.093 (4.324,8851 (1,136.155) 5.484.367 2,982 (12.9951 13.314 Net cash used In operating aCti￿eS 10. Related partles Durin8 the year, the trustee5 received no tmoluments or reimbursement of expenses for their 5eNce$ 12020 - none). Dunng the year, the charity received vncondivonal donauon$ from trusws of £l,000.000 (2020 - £nill and assets of 11.629.461 from the SG 1951 TrLb5L a trust of whith B N Swre and J S Swire were trustee5. I l. Flnanclal assets aThd liabilities The following are financial asset5 that qualfy as baslc financial insrruments and are Fnirially reco￿lSed at their Iransaction walue and subsequentty measured ai their fair TrAlsJe as at the babance sheet dace using the closing quoted market priee or. for unquoted inves￿en￿ uyng the TrtluaDon methods in the accounting policy lor Fixed A55et Investments: Financlal assets Quoredlunquottd inwtments 40,843.806 24,411.024 40,843.806 24,411.024 16