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← Aquaculture Stewardship Council

2022-12-31-accounts

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

(A company limited by guarantee) GROUP FINANCIAL STATEMENTS

31 DECEMBER 2022

COMPANY REGISTRATION NUMBER 08172832

Charity Number 1150418

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED GROUP FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

CONTENTS PAGE
Trustees annual report 1
Independent auditor's report 14
Consolidated statement of financial activities 17
(incorporating the income and expenditure account)
Consolidated and charity balance sheet 18
Consolidated cash flow statement 19
Notes to the financial statements 20

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED TRUSTEES ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

The trustees, who are also directors for the purposes of company law, present their report and the financial statements of the group for the year ended 31 December 2022 which comprises the Consolidated Statement of Financial Activities, the Group and Charity Balance Sheets, the Consolidated Cash Flow Statement and the related notes.

REFERENCE AND ADMINISTRATIVE DETAILS

Aquaculture Stewardship Council consolidated financial statements include the results of Aquaculture Stewardship Council Limited (charity registration number 1150418 and company registration number 8172832), ASCI Limited (company registration number 7788176), Stichting Aquaculture Stewardship Council (KvK 34389683) and ASCI Netherlands BV (KvK 74368249)

Registered charity name Aquaculture Stewardship Council Limited Charity registration number 1150418 Company registration number 8172832 Principal office 27 Old Gloucester Street, London, WC1N 3AX Registered office 27 Old Gloucester Street, London, WC1N 3AX

The Trustees

The trustees who served the company during the period were as follows:

Name Position held Date appointed Date resigned
M C Thalwitz Chair of Board 14 March 2022
B Naz Malik Chair of Audit & Risk Committee 1 April 2022
R D Holland Chair of Nominations Committee 31 August 2021
M S Macleod Vice Chair of Board and member of 1 January 2020
Nominations Committee
J R Villalon Member of Audit & Risk Committee 17 May 2018
S E Ryan Member of Audit & Risk Committee 14 March 2022
R P Subasinghe Member of Nominations Committee 1 April 2022
K Dax Veriga Chair of Strategy & Policy Committee 1 April 2022
Dr S Nichols Chair 8 December 2015 11 March 2022
H D Thuy Member of Nominations Committee 1 June 2019 10 March 2022
K Nakamura 13 Sept 2021 2 March 2022
E Mudyazwvivi 14 March 2022 10 June 2022
O Oaland Member of Nominations Committee 1 June 2019 10 March 2022
External Committee Member
J Ho Member of Audit & Risk Committee 26 April 2023
Executive Committee
Chief Executive Officer C Ninnes
Company Secretary and Senior Director Central Services R Ryan
Senior Director Markets and Marketing W de Bruijn
Senior Director Technical Operations A Dingwall
Finance Director H Edwards (appointed 19 September 2022)
Finance Director L Egan (retired 19 September 2022)
Our Advisors
Auditors Haysmacintyre LLP
10 Queen Street Place, London, EC4R 1AG
Bankers Barclays Bank Plc
5 Church		 Street, Leatherhead, Surrey, KT22 8DE
Solicitors Russell-Cooke LLP
2 Putney Hill, London, SW15 6AB

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

FORWARD BY THE CHAIR

The aquaculture sector is widely recognised as having the potential to help alleviate the world’s most pressing problem of food insecurity. Adherence to ASC Standards facilitates growth of aquaculture output while responsibly protecting vulnerable ecosystems, the rights of workers and local communities. In addition, ASC’s certified and labelled products support responsible aquaculture that directly and indirectly makes a significant contribution to most of the United Nation’s 17 Sustainable Development Goals (SDGs) [explained in the strategic report section].

One key example that illustrates the value ASC certification can bring is that of the first oyster farms certified in Japan, as part of the Miyagi Prefecture Fisheries cooperative. They found that their certification allowed them to access new markets, their sales revenues increased faster than oyster producers from other areas and, importantly, certification gave their farmers a sense of achievement and pride. They also found that the changes implemented across the farm increased production volume and product quality, as well as improving working conditions and reducing their environmental impact. These production efficiencies led to many of the female workers being able to maintain their income and have more free time.

“I think the biggest change we experienced is that the transformation towards responsible aquaculture and the acquisition of the ASC certification has increased income by improving quality. It has also helped us reduce working hours and attract new farmers into the profession” Fujio Abe, a director of Shizugawa Branch of Miyagi Fishery Cooperative.

ASC’s work continues to ensure we are Setting the Standard for Seafood.

MESSAGE FROM THE CEO

The spirit of collaboration across scientists, academics, NGOs, and members of the aquaculture industry which led to the establishment of ASC in 2010 is embodied in the environmental and social requirements of our standards. Combined with our credible processes and assurance systems, they ensure that farms can publicly demonstrate their performance against these standards. Our complimentary market-led work creates recognition that ASC leads in the provision of the highest levels of assurance for both customers and consumers. Our market-based work further incentivises more farms to take this journey with us. ASC’s global market presence is consequently the result of the many relationships we have developed in seafood markets around the world, with products in more than 80 countries handled by over 2,500 supply chain companies.

Yet, this has only been the beginning. To make this journey more relevant to market demands and to create new tools in support of farmers we continue to build on the foundations established in 2010 to improve and simplify our systems.

We continue to invest in the ASC Improver Programme (ASC IP), supporting both developed and developing market demand for responsibly farmed seafood. The ASC IP is designed to enhance delivery of environmental and social responsibility at the farm by bridging the gap between conventional production and certification. The programme delivers targeted training and resources to educate and provide pathways for improvement (https://ascaqua.org/producers/farmers-support-improver-programme/). This work may be a precursor to eventual certification but will also provide opportunities to farmers not incentivised through supply chain commitment to engage in improvement efforts.

The on-going work to develop standards bringing new value to customers has been strengthened with the launch of ASC’s Feed Standard, which covers all ingredients used in the manufacturing of feed, and looks to improve knowledge about the provenance and traceability of these ingredients from source to mill. We are also committed to finalising the new Farm Standard during 2023, which combines the content of all our species-based standards into

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

one Standard, removing duplication when possible but retaining specific content when needed. This will bring efficiencies through improved consistency of content and through the streamlining of “back-end” processes.

During 2022 our newly-constituted Board and the Executive have worked diligently to develop a new strategy to drive the continued development of ASC, to extend the reach and scope of the programme and to drive further efficiencies in our operations – ultimately to bring more value to our customers and to incentivise further reductions in the sector’s impacts. I look forward to reporting back on early implementation of this strategy next year.

Vision and Mission

The Aquaculture Stewardship Council (ASC) continues to build on the foundations established a decade ago of a world where aquaculture plays a major role in supplying food and social benefits for humanity whilst minimising impacts on the environment through setting the standard for seafood.

This is achieved by seeking ‘ to transform aquaculture towards environmental sustainability and social responsibility using efficient market mechanisms that create value across the chain’. Our work promotes industry best practice to minimise the environmental and social footprint of commercial aquaculture.

Through the consumer label it makes available to certified producers and companies, ASC promotes responsibly farmed products in the marketplace. It acts, therefore, to influence both the supply and the demand for responsibly produced seafood. The positive impact delivered through the ASC programme is demonstrated by the growth in certified farm production and in our market presence.

STRATEGIC REPORT

Introduction

Aquaculture Stewardship Council, also known as ASC, ("the charity") is a company limited by guarantee registered in England and Wales. Each of the trustees have provided a guarantee limited to £1 each. It is governed and managed in accordance with its Articles of Association.

The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association, 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).

ACHIEVEMENTS AND PERFORMANCE IN 2022

In 2022, ASC’s certification and labelling programme continued to grow. Farm certification expanded and the uptake and use of the ASC logo on certified products in key markets showed strong growth. As a result, ASC continued to have an influential and beneficial impact on the operation of the global aquaculture industry, at a time when the global seafood sector faces serious challenges due to economic pressures, regional conflicts and postpandemic complications.

The ASC Global Standards and Certification Programme Strengthened and Developed

The ASC’s Standards set requirements to globally define seafood that is produced in a socially and environmentally responsible way. To maintain our credible and robust system, and ensure their continued relevance, our Standards are reviewed and updated when new information becomes available and when experience with their operation suggests that their content can be improved. All updates and revisions to ASC Standards follow a rigorous multistakeholder, science-based, review process; enshrining ASC commitments to the International Social and Environmental Accreditation and Labelling Alliance’s (ISEAL) Standard Setting Code and adherence to transparency.

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

Throughout the course of 2022 ASC consulted, released and updated work in key areas to support our certification programme as detailed below:

Workstream Achieved in 2022 What is next in 2023?
Feed Standard (published 2021) Auditor training and examinations
developed.
Feed interpretation manual
developed		 Auditor training and
examinations continue.
Feed interpretation manual
deployed with implementation
guidance
Farm Standard (aligning
requirements across eleven
standards)		 Two major consultations covering
environmental topics, with detailed
additional consultation on benthic
impacts and fish health & welfare
conducted, feedback incorporated
into revisions		 Finalise Farm Standard for full
consultation. Develop technical
details for Farm Standard
indicators linking to a Risk
Management Framework
Revised Salmon Standard v 1.4
(revised sea lice requirements for
indicator 3.1.7)		 Based upon stakeholder
consultation in 2021 and 2022,
redesigned metric reflecting the
best salmon practices to capture
critical regional and ecological
differences		 Revised ASC Salmon Standard
v1.4 effective from February
2023
Chain of Custody Module New module released on 30 May
2022 to provide greater value and a
higher level of assurance to
programme participants and buyers
who rely on the ASC logo		 Effective date May 2023 –
Addressing emergent issues
such as seafood fraud, food
safety and use of substances
such as antibiotics. This
addressed inherent differences
in producing farmed versus
wild seafood, including
controlled environments and
human-managed inputs
Revised Shrimp Standard v1.2 Updated metric values, layout and
language to align with the newer
ASC Standards, and the addition of
freshwater species to the Standard
to increase the scope and
availability of ASC certified
seafood		 The Standard will be
maintained with new indicators
incorporated into the Farm
Standard
Recirculating Aquaculture Systems
(RAS) module released		 Released in early 2022, the module
summarises the key environmental
and social impacts associated with
RAS production. Training material
has been developed		 The module will be maintained
with new indicators
incorporated into the Farm
Standard
ASC Improver Programme (ASC
IP)		 The ASC IP continued to pilot
aquaculture improvement projects
in Indonesia and Bangladesh to
facilitate increased accessibility to
the ASC certification programme.
Work was supported by SECCO
under ISEAL innovations and the
Walton Foundation		 2023 will see continued
development of the programme
with refinement of the tools,
procedures and templates, and
onboarding of additional
projects

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

ASC PROMOTED AND SUPPORTED WITH KEY AUDIENCES

Producer Engagement

In most markets, retailers and brands are the main vehicles for delivering ASC labelled seafood. The ASC Producer Support Team visited shrimp, salmon and other farms around the world to support producers to understand the value proposition of ASC certification (market demand for ASC products) and how to apply the ASC farm and processing requirements.

To better explain the demand of ASC to producers in critical seafood markets, ASC Summits have been developed, whereby relevant buyers are invited to visit production countries, so they can explain their need for ASC products directly to producers.

ASC is one of the co-founders of the Global Shrimp Forum Foundation. The Global Shrimp Forum Foundation convened the inaugural meeting of the Global Shrimp Forum in September 2022 as a high-level executive meeting for the warm water shrimp industry. The event gathered over 430 representatives from 250 companies across 33 countries, representing farmers, feed companies, technology suppliers, processors, exporters, importers, wholesalers, retailers and other industry stakeholders. The Forum brought together industry leaders to discuss the most pressing issues their businesses were confronted with and to develop a vision for a long-term strategy towards a resilient and sustainable industry.

Output of certified seafood and availability of labelled products increased through focus on key countries in Europe, the Americas, Asia and Australasia

During 2022 ASC grew capacity by focussing efforts on key markets to increase the output of certified seafood and the availability of labelled products. The mix of effort divided between helping and encouraging producers to take part in the programme and developing supply chain involvement in the use of ASC certified seafood varied between continents and countries. Some markets include significant numbers of producers and a developed supply chain of users and marketing outlets for ASC certified seafood, while in others the interest is mainly from one group or the other. In particular markets, increasing the number of producers of certified seafood is the primary interest, while supply chain issues dominate in others. For ASC, the general receptivity of the social, cultural and political context in which responsible aquaculture takes place is relevant when effort and resources are allocated.

ASC undertakes marketing and market outreach work, based on data and insights that further our organisational mission. ASC commissioned an independent agency to conduct a quantitative consumer survey amongst 12,000 consumers in twelve important markets across the globe in January 2022. The research provided deep insights on seafood consumption and trends, consumer awareness of, and interest in, several sustainability topics around seafood, as well as data on awareness, trust and associations linked to ASC and other seafood eco-labels. The findings were partially made public during the summer and used for strategy development and customer engagement. ASC is committed to repeat the study to stay informed about consumer trends around seafood, sustainability and its own brand development around the globe.

The United States has been identified as a key market for ASC, therefore growing consumer awareness, understanding and engagement is critical to driving demand for ASC-certified seafood. The scale of the U.S. market poses a unique challenge, but also an opportunity for significant momentum as that demand increases. The strategy for ASC’s active U.S. engagement plan takes into consideration country size, current in-market awareness (B2C and B2B), U.S. consumer research of priorities and benefits, and best practices based on input from experts.

Event Attendance

An increasingly important aspect of ASC’s work is the delivery of value to certified farms through the promotion of the ASC programme and ASC labelled products in the marketplace. Typically, ASC takes part in a range of events with partners to promote responsible seafood, including attendance at several international and domestic trade shows.

With the easing of travel restrictions post-COVID-19, ASC staff have participated in an increasing number of events summarised below.

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

At Vietfish ASC presented a session about the ‘role and importance of traceability for the seafood industry and current trends in digitising key data about seafood product tracing back to the source of origin.’ A dedicated session about the opportunities and challenges of ASC certification. In Bremen at ‘Fish International’ ASC spoke on two panels about fish welfare and enjoyed the opportunity to engage with a significant proportion of the German seafood industry.

At the North Atlantic Seafood Forum (NASF) in Bergen, Norway, ASC sponsored the sustainability seminar for the second year alongside NASF, Marine Stewardship Council (MSC) and Global Seafood Alliance (GSA).

The United Nations’ Ocean Conference took place in Lisbon, Portugal. The conference sought to propel much needed science-based innovative solutions to start a new chapter of global ocean action. ASC co-organised an inperson side event with the World Economic Forum’s Friends of Ocean Action and the Certification and Ratings Collaboration.

The session brought together a panel of experts who shared the aim of developing a roadmap and tools that will guide the sustainable growth of aquaculture. During the conference, the ‘Road to Sustainable Aquaculture: on current knowledge and priorities for responsible growth’ report (published by World Economic Forum, Cologny, Switzerland) was disseminated, representing a foundational reference for the roadmap being developed by the Blue Food Partnership’s Sustainable Aquaculture Working Group, chaired by ASC CEO, Chris Ninnes.

Chris opened the session focussing on the status of aquaculture and its future potential and shared the first findings of ASC’s benchmarking work on the UN SDGs. Hosting this event helped position ASC as a key driver of environmental conservation efforts and food security solutions among policymakers.

Attendance at these events is part of ASC’s efforts to increase awareness and understanding of best practices that drive the sustainability agenda within the sector. They also showcase practical, useful ways of attaining environmental sustainability and social responsibility within the seafood sector and drive demand for responsible seafood products through the power of data and marketing.

BENCHMARKING ASC

Sustainable Development Goals (SDG) Performance Report

ASC’s first SDG performance report was published in December. Based on a comprehensive assessment considering ASC’s entire programme (certification and beyond certification initiatives included) we proposed a novel methodology for identifying, scoring and colour-coding ASC’s direct and indirect contributions towards the SDGs within its ‘sphere of influence’. For accountability and transparency purpose, annexes were included with all the detailed calculations, rationales and performance notes underpinning the key findings.

ASC addresses targets across all 17 SDGs, with 82 (49%) of the 169 targets deemed to be in scope; and with 80% of those targets considered to be ‘well’ or ‘very well’ addressed. This leaves opportunities for increasing coverage of SDG targets in line with the delivery of our new strategy.

Impact report

ASC released its first Annual Impact report, ‘Transforming Aquaculture’; which celebrates not only the growing recognition of the need for responsible aquaculture around the world, but also reaffirms our commitment towards - - continued progress. A copy of the report can be accessed here: Annual report ASC International (asc aqua.org)

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

ASC STAFF

ASC continues to invest in staff development based around a shared culture as we expand as an organisation. Over the past year a programme of work has taken place to establish a new and inclusive team structure whilst factoring in additional capacity into the management team.

Complementing the development of our new strategic plan in 2022, outcomes from the 2021 Staff Survey were used in conjunction with staff focus groups to establish a shared set of organisational values and behaviours, aimed at supporting the delivery of ASC as an ‘Empowered Collaborative’ workplace.

ESTABLISHING THE NEXT STRATEGIC PLAN

At the beginning of 2022, ASC started a strategy development process to define the long-term ambition and the strategic principles for our 2023-2030 strategy. This built on and incorporated the findings of two other foundational studies, a governance review and a global marketing strategy. Facilitating the development of this overarching strategy was an analysis of the external and internal environment, the definition of ‘where-to-play areas’ and the – development of ten ‘how to win’ strategies each underpinned by key projects and actions. To secure the right input into the strategy in terms of expertise and knowledge, the process included several rounds of consultation and workshops with all ASC teams and the input of external experts. This was actively guided by the newly constituted ASC Board. In December 2022, the 2023-2030 strategy was approved by the ASC Board.

FURTHER DEVELOPMENT - PROGRAMME GROWTH

ASC Marketing and Communications: branding

As ASC continues to grow and transitions from a small to medium-sized organisation, we must ensure that ongoing growth and therefore impact remain consistent with our charitable objectives and our mission, which demands delivery through market-led initiatives. This requires a strong focus on consumer marketing to pull demand through the supply chain from producers, through customers, then via retailers to consumers.

Supported by consumer and market research in numerous countries globally, we are in the process of repositioning ASC and creating more value by building a clear and consistent brand. From the ‘reasons to believe’, through to our brand benefits, we have identified our brand personality, our identity (visual and voice) and arrived at our brand promise: Caring for the future of people and planet , we are Setting The Standard for Seafood.

Improver Programme

ASC recognises that many seafood farmers need to improve their farming methods to meet the requirements of the ASC Standards. To help bridge any gaps, work has continued in the development of an ASC Improver Programme. Our new strategy embeds the Improver Programme within initiatives aimed at making the full ASC programme more accessible and to ensure that ASC Standards are better understood by producers.

Work continues to develop technical tools and support networks to help producers make improvements to their aquaculture production at scale. This also includes fostering engagement, and enabling, local governments and initiatives to deliver efficient approaches for improvement. ASC will secure charitable donations to expand this work in line with the 2023 – 2030 strategic plan objectives.

Building upon the foundation of work undertaken, ASC seeks to ensure consistency of improvement efforts using a guiding methodology implemented by local trainers and verifiers. To date, this work has delivered meaningful change and, in collaboration with others, helped to accelerate further transformation towards responsible aquaculture, underpinning the importance of ASC’s work and delivery of our charitable objectives in this area.

A grant funded by the Swiss State Secretariat on Economic Affairs (SECCO) through the ISEAL Innovations Fund concluded on 30 June 2022. During the six-month period of the project in 2022, activities focused on delivering lessons from the improver programme pilot and bringing draft concepts to realisation. Participating farms and implementers engaged in training and conducted on-site baseline assessments. Farms committed to the ASC

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

Pathway and delivered data through the remote data collector developed by Sea Warden. ASC staff along with consultants visited farms to discuss the project and extract some key lessons from the engagement. Through delivery of the project, ASC and partners developed many outputs and lessons across all project activities for packaging on ISEAL’s member platform to share deliverables across the ISEAL community. In our final funder meeting, ISEAL expressed their appreciation for the work and interest in further developments.

A multiyear grant from The Walton Family Foundation has enabled ASC to develop a meaningful dialogue with the Government of Indonesia (GOI) on responsible aquaculture. Guided by the development of a Memorandum of Understanding with the GOI, ASC developed producer support materials for Indonesian shrimp farmers delivered through both classroom and online learning. The project successfully built a foundation for future work.

Digital transformation

The ASC digital traceability project aims to provide retailers and partners with a higher level of programme assurance through increased farm origin and supply chain data transparency. Key Data Elements (KDEs) are captured digitally from ASC certified farms and are transmitted through processing, packaging and transport stages as certified products travel down the supply chain. As product is moved, the data is transferred digitally along the supply chain, from one company to the next, using a unique code. We continued the roll out of this platform throughout 2022 with focus on onboarding and training of processors and farms in Vietnam and developing the required linkages to European businesses sourcing from Vietnam. We also began the onboarding of shrimp processors in India and are developing plans for roll out across other countries and species in line with market requirement.

Trace Element Fingerprinting (TEF) technology profiles patterns of trace elements in seafood products and relates them to their location of origin using an advanced mathematical approach involving artificial intelligence and machine learning. The ASC TEF project will allow better determination of the provenance of ASC certified seafood and confirmed origin is a pre-requisite of delivering strengthened supply chain assurance, which complements subsequent digital traceability processes.

In 2022 we completed our 4th TEF study which tested shrimp retail products against our initial reference database. The main findings were that our mathematical approach is strong and provides an important point of difference. The next steps for shrimp focus on targeted collection and analysis of further samples. This year we also started to build our knowledge library of Chilean salmon and are developing further sampling and testing plans for 2023.

As ASC continues to transition the way in which farm-related spatial data are submitted , we have released a new Geographic Information System (GIS) Data Form which allows producers to locate and digitise their farm perimeter with greater ease and confidence. The information submitted will then need to be verified by auditors.

Climate strategy

2022 has seen the further development of ASC workstreams relevant to climate change. These include indicators in the Farm Standard that require reporting of greenhouse gas (GHG) emissions and energy use, the protection and restoration of climate-critical habitats, and indicators in the Feed Standard preventing deforestation. We have also participated in ISEAL and regulatory working groups on methodological approaches to the quantification of GHG emissions.

We have conducted the first carbon footprint of ASC’s internal operations which were challenged due to baseline restrictions but helped establish a methodology for future measurement. This provided draft recommendations for reducing our organisational GHG emissions; this assessment will be carried out annually.

Significant scoping into ASC’s position in relation to carbon offsetting has been undertaken, and an approach to a comprehensive ASC climate strategy has been developed. The strategy intends to encompass existing climate-

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TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

related work (listed above), prioritise additional workstreams, and enable ASC to better communicate its climate activities and services to the market.

Improved spaces

ASC also continues to support community-led mangrove restoration in Ecuador as part of its relationship with Socio Manglar (a project led by Conservation International) and has been scoping a mangrove restoration training module with Wetlands International.

This work has cemented foundations upon which we build, working with new partners and charity funders so we can continue to be Setting the Standard for Seafood .

FINANCIAL REVIEW

Financial summary

ASC achieved solid growth in income despite the challenging external economic circumstances and the cost-ofliving crisis. ASC generated consolidated income of €15.2m up 23% on 2021 (€12.4m). The growth in income can be attributed to market demand for certified seafood.

The strength in our growth coupled with the resilience in our reserves meant that despite the external circumstances we made strategic investments, including:

Expenditure in 2022 ended the year at €14.0m up 64% from €8.5m. In addition to the strategic investments above, some of the increase in expenditure relates to catching up with activities which were delayed due to the pandemic and our ability to travel.

The overall result is to generate a surplus of €1.2m (2021: €3.8m).

Reserves

When planning and budgeting for activities, we consider the level of reserves held so we can strike a balance between continuing development and the need for prudent management of our working assets and commitments, as well as providing for contingencies. The reserves policy is reviewed and agreed annually with trustees as part of the budget process .

The total reserves for 2022 are €14.0m, which is an increase of €1.2m on the 2021 reserve levels of €12.8m.

Free reserves, as defined by the Charity Commission, are unrestricted reserves that are freely available to spend on charitable purposes. At €13.8m (2021: €12.5m), our free reserves represent just over 10 months’ worth of budgeted expenditure. Free reserves at €13.8m are made up from total reserves at €14.0m less fixed assets €0.2m.

ASC’s business model is dependent on revenue from trading income which enables ASC to develop new areas of research leading to improvements in Standards and ‘to transform aquaculture towards environmental sustainability and social responsibility using efficient market mechanisms that create value across the chain.’ To achieve this, ASC is seeking to expand its fundraising to facilitate the expansion of this work.

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TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

Investment policy

The charity’s funds are held in cash.

GOVERNANCE

Structure

ASC is a charity registered with the Charity Commission in England and Wales, no 1150418. It is a company limited by guarantee, no 8172832.

The ASC’s governing document is its Memorandum and Articles of Association, and this can be accessed via our website: Governance - ASC International (asc-aqua.org)

ASC has one wholly owned subsidiary company, ASCI Limited, company no 7788176, which carries out its trading activities related to logo licensing. All profits are donated to ASC.

On 1 January 2021, Aquaculture Stewardship Council Limited took control over Stichting Aquaculture Council Foundation and its subsidiary ASCI Netherlands BV. Control exists by virtue of the ability of the Aquaculture Stewardship Council Limited to appoint and remove directors of Stichting Aquaculture Council Foundation. In turn, Stichting Aquaculture Council Foundation owns 100% of the share capital of ASCI Netherlands BV.

The trustees have taken account of the Charity Commission’s general guidance on public benefit when setting our aims and objectives and in planning our future activities. In particular, the trustees consider how planned activities contribute to the vision and mission they have set.

Professional advisers

A list of ASC’s main professional advisors appears on page 1.

Haysmacintyre LLP has been reappointed as auditors through a resolution at the December 2022 Board meeting.

Health and safety

The Board holds the health, safety and wellbeing of staff and contractors as a key priority. Our organisational management objectives strive to maintain the best possible standards of health and safety.

Our Board is ultimately responsible for compliance with health and safety legislation. This is delegated to the chief executive. The appointed person for safety at ASC (as defined by the Management of HSAW [Health and Safety at Work] Regulations 1999) is the Director of Central Services.

Structure of the Board

The trustees of the charity serve as the company’s directors and members, and form ASC’s Board. The Board currently has eight members. Trustees are required to retire after three years but may offer themselves up for reappointment for one further term.

Trustees are recruited to provide the skills and experience required to govern ASC. To ensure we attract suitably skilled candidates, vacancies are advertised as appropriate and short-listed applicants undergo a selection process. Recommendations for appointment are made by the interview panel to the Nominations Committee.

Trustees are regularly provided with internal and external information relevant to ASC’s governance, and during 2022 they visited fish farms in Inchmore and in Duich, Scotland. A board meeting was held in Utrecht which enabled trustees to meet with staff.

The biographies of each trustee may be found here Governance - ASC International (asc-aqua.org)

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TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

Governance Effectiveness Review

A Board Evaluation review carried out in 2021 identified several actions. The focus during 2022 has been strengthening the composition of the Board through the appointment of an independent Chair, appointment of a Chair of the Audit and Risk committee, and a further three independent trustees to complement the skills and knowledge of the existing trustees. The newly-formed Board, working with a facilitated process, agreed a clear organisational strategy which was signed off at the December 2022 Board meeting. The governance effectiveness review recommended a change to the committee structure – details are in the next section.

Committees, attendance and remuneration

Audit and Risk Committee

The Audit and Risk Committee supports the Board of Trustees to discharge their stewardship and scrutiny responsibilities in relation to financial oversight, risk management, authority delegations and governance (excluding nominations), acting as finance committee to support the Board in the discharge of their financial responsibilities.

Nominations Committee

The Nominations Committee supports the Board of Trustees in the management of its membership nominations process, managing succession planning, nominations policy and process, reappointment of members, and other general matters related to the appointment and recruitment of Trustees.

In addition, the committee will develop a performance review system for the CEO and policies to plan for their succession.

The Nominations Committee will continue to steer and oversee the Board evaluation processes.

Strategy and Policy Committee

The Strategy and Policy Committee supports the Board of Trustees in matters related to the implementation of the ASC strategy. This includes the development and review of institutional policies, essential to the achievement of the ASC strategy. The committee will address issues that arise from unexpected events that directly or indirectly affect the operations of ASC in a fundamental manner.

Annual meeting attendance

There were seven Board meetings during the year with an average attendance rate of 85%.

Trustees’ emoluments

The trustees of the charity, who comprise its Board, did not receive any remuneration during the period. Trustees’ expenses and related party transactions are disclosed in notes 9 and 21 to the accounts.

ASC purchases indemnity insurance to protect it and its trustees and officers from losses arising from any wrongful act by its trustees or officers; and to indemnify them against their legal liability arising from any claim against them. The premium for this policy was €2.3k (2021: €2.3k).

How we manage risk

The Board of trustees has reviewed the key risks for ASC and is satisfied that the major risks have been identified and processes for addressing them have been implemented. The trustees have discussions at Board meetings and continue to monitor risk with great care. A formal review of risk takes place annually. It is recognised that any control system can only provide reasonable, but not absolute assurance that major risks have been adequately managed. ASC views the management of risk as an integral element of its strategic planning, evaluation and decision-making processes.

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

The major risks and their mitigations are detailed below:

Risk Mitigation
ASCcertification programmereduction in uptake Issue annual impact report, team set up to tackle cost and
complexity, digital supply chain assurance tools being
implemented such as Trace Element Fingerprinting.
Market developmentsuch as in key more mature
markets slows, the supply chain’s commitment
diminishes and developing markets do not
materialise.		 Retaining markets with improved account management and
implementing CRM system.
Development of and embedding the Improvement
Programme aimed at making the full ASC programme more
accessible and to ensure that ASC Standards are better
understood by producers.
The value of the ASC programme does not resonate
with or reachtarget audience		 New brand positioning leads to improved B2B and B2C
communication.
Competitionwith similar certification programmes Impact report and scientific evidence of the work ASC
contributes to the Sustainable Development Goals
Organisation fails to keep up with growth Implementation of staff survey actions, wellbeing
programme and DEI strategy being developed. Budget
holders being trained and increased access to information for
decision making. Innovation team developing options for
income diversification.

Policies

Supplier payment policy

For all trade creditors, it is ASC’s policy to agree the terms of payment at the start of business with that supplier and ensure that suppliers are aware of the terms of payment and pay in accordance with their contractual and other legal obligations. ASC has an excellent record for paying suppliers on time.

Employment and remuneration policy

ASC has great ambitions for the delivery of its strategy and requires the recruitment of high-calibre people to represent our interests. We reward staff fairly for the jobs they do and for fostering a positive working environment, and we believe our salaries and employment terms and conditions reflect this. People are employed by ASC based on the specific skills that they bring to their role. For ASC to run successfully, a large range of skills and disciplines is required, and we need to pay appropriately to ensure that we can recruit people with the right skills. We also need to retain skilled and expert staff in specific functions, in a competitive market where skills are readily transferable to other organisations. ASC firmly believes in trying to retain staff for the long-term, developing them and benefitting from their growing knowledge. This is in preference to the disruption and expense of recruitment, especially as many staff have detailed knowledge that is unique to them in the organisation and could not be quickly replaced. Our salaries are set with this in mind.

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

TRUSTEES’ ANNUAL REPORT

YEAR ENDED 31 DECEMBER 2022

TRUSTEES' RESPONSIBILITIES STATEMENT

The trustees (who are also the directors of Aquaculture Stewardship Council Limited for the purposes of company law) are responsible for preparing the Trustees Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the trustees to prepare financial statements for each financial year. Under that law the trustees have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company, and the group and the income and expenditure of the group for that period.

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

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

AUDITOR

Each of the persons who is a trustee at the date of approval of this report confirms that:

Approved by the Board of Trustees on 28 June 2023 and signed on its behalf by:

…………………………..

M C Thalwitz

Trustee/Director, Chairman

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AQUACULTURE STEWARDSHIP COUNCIL LIMITED

Opinion

We have audited the financial statements of Aquaculture Stewardship Council for the year ended 31 December 2022 which comprise the Consolidated Statement of Financial Activities, the Group and the Charity Balance Sheets, the Consolidated Cash Flow Statement 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The trustees are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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.

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AQUACULTURE STEWARDSHIP COUNCIL LIMITED

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

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

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement, the trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees are responsible for assessing the group’s or the charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AQUACULTURE STEWARDSHIP COUNCIL LIMITED

Based on our understanding of the charitable company and the environment in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to revenue recognition, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as include the Companies Act 2006 and the Charities Act 2011, payroll tax and sales tax.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to revenue recognition. Audit procedures performed by the engagement team included:

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Adam Halsey (Senior Statutory Auditor) For and on behalf of

Haysmacintyre LLP Statutory Auditor 10 Queen Street Place London EC4R 1AG

7/11/2023 Date:

.

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNT)

YEAR ENDED 31 DECEMBER 2022

Note
INCOME FROM:
Grants and donations
2
Other trading activities
3
Investments
TOTAL
EXPENDITURE ON:
Raising funds:
Trading activities
4
Charitable activities
5/6
TOTAL
NET INCOME BEFORE
AMOUNTS RECEIVED ON
ACQUISITION
Amounts received on acquisition
19
Net income and net movement in
funds
RECONCILIATION OF FUNDS
Total funds brought forward
TOTAL FUNDS CARRIED
FORWARD
17/18		 Unrestricted
Funds
€000
-
14,490
1
14,491
(1,657)
(11,624)
(13,281)
1,210
-
1,210
12,803
14,013		 Restricted
Funds
€000
693
-
-
693
-
(700)
(700)
(7)
-
(7)
7
-		 Total Funds
Year to
31-Dec-22
€000
693
14,490
1
15,184
(1,657)
(12,324)
(13,981)
1,203
-
1,203
12,810
14,013		 Total Funds
Year to
31-Dec-21
€000
255
12,104
-
12,359
(882)
(7,642)
(8,524)
3,835
352
4,187
8,623
12,810

The Statement of Financial Activities includes all gains and losses in the year and therefore a statement of total recognised gains and losses has not been prepared.

All of the above amounts relate to continuing activities.

The notes on pages 20 to 34 form part of these financial statements.

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

GROUP AND CHARITY BALANCE SHEETS

YEAR ENDED 31 DECEMBER 2022

Note
FIXED ASSETS
Intangible Assets
11
Tangible Assets
11
Investments
12
CURRENT ASSETS
Debtors
14
Cash at bank
CREDITORS: Amounts
due within one year
15
NET CURRENT ASSETS
TOTAL ASSETS LESS
CURRENT LIABILITIES
NET ASSETS
FUNDS
Restricted funds
16
Unrestricted funds
17
TOTAL FUNDS		 2022
Group
Charity
€000
€000
185
4
34
33
-
-
219
37
6,352
10,100
8,817
4,875
15,169
14,975
(1,375)
(999)
13,794
13,976
14,013
14,013
14,013
14,013
-
-
14,013
14,013
14,013
14,013		 2021
Group
Charity
€000
€000
266
8
25
19
-
-
291
27
5,585
9,194
8,945
4,609
14,530
13,803
(2,011)
(1,074)
12,519
12,729
12,810
12,756
12,810
12,756
7
7
12,803
12,749
12,810
12,756		 2021
Group
Charity
€000
€000
266
8
25
19
-
-
291
27
5,585
9,194
8,945
4,609
14,530
13,803
(2,011)
(1,074)
12,519
12,729
12,810
12,756
12,810
12,756
7
7
12,803
12,749
12,810
12,756
27
9,194
4,609
13,803
(1,074)
12,729
12,756
12,756
7
12,749
12,756

In accordance with Section 408 of the Companies Act 2006, no separate Statement of Financial Activities is presented for Aquaculture Stewardship Council Limited, the charity surplus for the year was £1,582k (2021: surplus of €4,133k)

These financial statements were approved by the members of the committee and authorised for issue on and are signed on their behalf by:

M C Thalwitz

Trustee/Director, Chairman

Company Registration Number: 08172832

The notes on pages 20 to 34 form part of these financial statements.

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

CONSOLIDATED CASH FLOW STATEMENT

YEAR ENDED 31 DECEMBER 2022

Cash flows from operating activities
Net income for the reporting period per the SOFA
Depreciation charges
Dividends and interest from investments
(Increase) in debtors
(Decrease) in creditors
Loss on disposal of fixed assets
Net cash provided by operating activities
Cash flows from investing activities:
Dividends and interest from investments
Purchase of property, plant and equipment
Net cash used in investing activities
Change in cash and cash equivalents in the reporting period
Cash and cash equivalents at the beginning of the reporting period
Cash and cash equivalents at the end of the reporting period
Analysis of cash and cash equivalents:
Cash in hand
Total cash and cash equivalents		 2022
€000
1,203
110
(1)
(767)
(638)
-
(93)
1
(36)
(35)
(128)
8,945
8,817
8,817
8,817		 2021
€000
4,187
109
-
(815)
(618)
4
2,867
-
(170)
(170)
2,697
6,248
8,945
8,945
8,945

The notes on pages 20 to 34 form part of these financial statements.

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DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

1. ACCOUNTING POLICIES

Company information

The Charity is a Company Limited by Guarantee (Company no: 08172832) and a Registered Charity, incorporated and registered in England and Wales (Charity Registration no: 1150418). The registered office of the charity is 27 Old Gloucester Street, London, England, WC1N 3AX.

Basis of accounting

The accounts (financial statements) have been prepared in accordance with the Companies Act 2006 and the Statement of Recommended Practice for Charities (SORP) (Second Edition, effective 1 January 2019).

Aquaculture Stewardship Council Limited meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy notes.

The accounts have been prepared in Euro on the grounds that this is the functional currency of the Group. The accounts are rounded to the nearest thousand Euro.

Consolidation

The accounts consolidate the results, assets and liabilities of Aquaculture Stewardship Council Limited and its subsidiary, ASCI Ltd (company number 07788176) together with Stichting Aquaculture Council Foundation and its subsidiary ASCI Netherlands BV on a line-by-line basis. Intergroup transactions and balances are eliminated on consolidation.

Income Recognition

Income is recognised when the charity has entitlement to the funds, any performance conditions attached to the item(s) of income have been met, it is probable that the income will be received, and the amount can be measured reliably. Income received in advance of all, or part of the specified performance conditions is deferred until the criteria for income recognition are met (see note 16).

Donations are included in income when received. Income eligible for gift aid is recognised in full on receipt. There are no donated services.

Grants are recognised as income when it is clear ASC has entitlement to the income. Where income through contract or grant is received in advance, its recognition is deferred and included in creditors. Where entitlement occurs before income is received, the income is accrued.

Logo license royalties are accounted for in the period in which the labelled products were sold by our trading partners.

Fund accounting

Unrestricted funds are available for use at the discretion of the Trustees in furtherance of the general objectives of the charity.

Restricted funds are only available to spend on specific programmes or purpose for which a grant is received.

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

1. ACCOUNTING POLICIES (continued)

Expenditure

Expenditure is recognised on an accrual basis as a liability is incurred.

Costs generating funds comprise expenditure incurred in encouraging others to make contributions to the charity and include staff costs attributable to that activity.

Where costs could not be directly attributed to any particular function or activity, they have been allocated by applying bases consistent with the use of the resource.

Governance costs include those costs associated with meeting the constitutional and statutory requirements of the charity and include the audit fees and any costs linked to the strategic management of the charity.

Gift aid

Donations to the parent charity are recognised as an expense either when paid or at the date when the subsidiary company has a legal liability to make the donation payment if earlier.

Taxation

Aquaculture Stewardship Council is a registered charity, and therefore is not liable for income tax or corporation tax on income derived from its charitable activities, since it falls within the various exemptions available to registered charities. No provision for corporation tax has been made on the subsidiary’s profit for the year due to its policy of donating all its tax adjusted profits available for distribution under gift aid to its ultimate charitable parent undertaking within nine months of each year-end date.

Investments assets and income

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

Investments: The charity has one wholly owned subsidiary undertaking, ASCI Ltd, incorporated in England & Wales. It is a trading subsidiary and receives royalties from logo licensing fees.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the charity’s accounting policies, which are described in note 1, Trustees are required to make judgements, estimates, assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects the current and future periods.

In the view of the Trustees, no assumptions concerning the future or estimation uncertainty affecting assets and liabilities at the balance sheet date are likely to result in a material adjustment to their carrying amounts in the next financial year.

Fixed Assets

Fixed assets are recorded at cost or, in cases where fixed assets have been donated to Aquaculture Stewardship Council Limited, at valuation at the time of acquisition. Fixed assets are capitalised in the balance sheet at cost, except for items costing less than £500 which are expensed in the year of purchase.

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

Furniture, Fittings & IT equipment 33% Software and Database 20%

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

1. ACCOUNTING POLICIES (continued)

Going concern

We have set out in the Trustees' report a review of financial performance and the charity and the group's reserve position. We have adequate financial resources and are well placed to manage the business risks. Our planning process, including financial projections, has taken into consideration the current economic climate and its potential impact on the various sources of income and planned expenditure. We have a reasonable expectation that we have adequate resources to continue in operational existence for the foreseeable future. Based on budgets and forecasts prepared, we believe that there are no material uncertainties that call into doubt the charity and the group's ability to continue. The accounts have therefore been prepared on the basis that the charity and the group is a going concern.

Foreign Exchange

Monetary assets and liabilities denominated in foreign currencies are translated into euro at the rates of exchange prevailing at the accounting date. Transactions in foreign currencies are recorded at the date of the transactions. All differences are taken to the Profit and Loss account.

Pension costs

The charity operates a defined contribution group personal pension scheme for the benefit of any employees wishing to join. The contributions payable under the scheme are charged in the income & expenditure account, and the assets are managed by an independent organisation.

Financial Instruments

ASC Ltd has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at amortised cost using the effective interest method. Financial assets held at amortised cost comprise cash and bank and in hand, together with trade and other debtors. Financial liabilities held at amortised cost comprise bank loans and overdrafts, trade and other creditors. Investments in subsidiary undertakings are held at cost less impairment.

2. VOLUNTARY INCOME

Grants receivable
Open Philanthropy
Multiplier
ISEAL
Walton Foundation
Packard Foundation		 Unrestricted
Funds
€000
-
-
-
-
-
-		 Restricted
Funds
€000
97
41
148
136
271
693		 Total Funds
2022
€000
97
41
148
136
271
693		 Total Funds
2021
€000
26
94
118
17
-
255

All the voluntary income in the current and prior year was restricted income.

22

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AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

3. OTHER TRADING ACTIVITIES

Trading Income
ASC Standards Auditor training
UK
Outside Europe
Europe		 Unrestricted
Funds
€000
14,417
73
14,490
1,138
2,940
10,339
14,417		 Total Funds
2022
€000
14,417
73

14,490
1,138
2,940
10,339
14,417
PRIOR YEAR
Trading Income
ASC Standards Auditor training
UK
Outside Europe
Europe		 Unrestricted
Funds
€000
12,052
52
12,104
724
2,400
8,928
12,052		 Total Funds
2021
€000
12,052
52
12,104
724
2,400
8,928
12,052

4. RAISING FUNDS: TRADING ACTIVITIES

Direct Costs – Cost of Goods Sold
Other Direct Costs - Administration
Other Direct Costs – FX (gain)		 Unrestricted
Funds
€000
717
1,004
(64)
1,657		 Total Funds
2022
€000
717
1,004
(64)
1,657

23

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

4. RAISING FUNDS: TRADING ACTIVITIES (CONTINUED)

PRIOR YEAR

Direct Costs – Cost of Goods Sold
Other Direct Costs - Administration
Other Direct Costs – FX (gain)		 Unrestricted
Funds
€000
290
643
(51)
882		 Total Funds
2021
€000
290
643
(51)
882

5. COSTS OF CHARITABLE ACTIVITIES BY FUND TYPE

Policy and maintenance of standards
Education and awareness
Servicing and outreach to farms and
commercial sector		 Unrestricted
Funds
€000
5,506
873
5,245
11,624		 Restricted
Funds
€000
331
53
316
700		 Total Funds
2022
€000
5,837
926
5,561
12,324

PRIOR YEAR

PRIOR YEAR
Policy and maintenance of standards
Education and awareness
Servicing and outreach to farms and
commercial sector		 Unrestricted
Funds
€000
3,499
555
3,333
7,387		 Restricted
Funds
€000
121
19
115
255		 Total Funds
2021
€000
3,620
574
3,448
7,642

24

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

6. COSTS OF CHARITABLE ACTIVITIES BY ACTIVITY TYPE

Policy and maintenance of standards
Education and awareness
Servicing and outreach to fisheries and
commercial sector		 Direct
Costs
€000
1,693
1,704
8,427
11,824		 Support
Costs
(Note 7)
€000
47
26
427
500		 Total
Funds
2022
€000
1,740
1,730
8,854
12,324
PRIOR YEAR
Policy and maintenance of standards
Education and awareness
Servicing and outreach to fisheries and
commercial sector		 Direct
Costs
€000
1,046
1,053
5,212
7,311		 Support
Costs
(Note 7)
€000
32
17
282
331		 Total
Funds
2021
€000
1,078
1,070
5,494
7,642

7. ANALYSIS OF SUPPORT COSTS

Communication and IT
Finance costs
Foreign exchange (gains)/loss
Other office costs
Professional fees		 Total
2022
€000
140
45
(163)
65
413
500		 Total
2021
€000
103
57
(167)
52
286
331

Support costs have been allocated to activities based on the estimated usage of services. Included in the above are governance costs amounting to €18.1k (2021: €15.6k).

25

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

8. NET INCOME / (EXPENDITURE) FOR THE YEAR

This is stated after charging:

Staff Pension Contributions
Auditor’s remuneration – other auditors
Non audit services
Auditor’s remuneration – Haysmacintyre LLP
Depreciation & Amortisation		 2022
€000
351
19
27
28
107
532		 2021
€000
217
21
26
25
109
398

9. EXPENSES OF THE MEMBERS OF THE BOARD OF TRUSTEES

The charity has met travel and subsistence expenses incurred by 13 members for international Board meetings as trustees on the charity’s business totalling €47k (2021: 9 Trustees, €22k)

No trustees received any remuneration during the period, nor had any interest in any transaction or contract entered into by the charity during the period.

10. STAFF COSTS AND EMOLUMENTS

Total staff costs were as follows:

Wages and salaries
Social security costs
UK pension costs
Other costs and healthcare		 Year to
31 Dec 22
€000
5,798
829
351
346
7,324		 Year to
31 Dec 21
€000
3,670
522
217
235
4,644

Termination of employee:

During the year termination payments of €nil (2021: €nil) were made in respect of payments made in lieu of notice.

Particulars of employees:

The average number of employees during the year, was as follows:

Direct Charitable
Communication & publicity
Administration
Integrity		 Year to
31 Dec 22
No
3
33
19
33
88		 Year to
31 Dec 21
No
3
30
12
23
68

26

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

10. STAFF COSTS AND EMOLUMENTS (CONTINUED)

The number of employees whose gross salary for the year exceeded € 70k (approximately equivalent to £60,000 as required by the Charities SORP) are as follows:

€300,001 - €290,000
€180,001 - €190,000
€170,001 - €180,000
€130,001 - €140,000
€100,001 - €110,000
€90,001 - €100,000
€80,001 - €90,000
€70,001 - €80,000		 Year to 31 Dec 2022
No

1

1

1

2
5
8
6
4
28		 Year to 31 Dec 2021
No
1
-
1
1
1
3
9
3
19

Key management remuneration was €1,822k (2021: € 840k). ASC paid pension contributions and other benefits of €161k (2021: €280k).

11. FIXED ASSETS – TANGIBLE AND INTANGIBLE ASSETS

GROUP
Cost
At 1 January 2022
Additions
Disposals
At December 2022
Depreciation
At 1 January 2022
Charge for the year
Disposals
At December 2022
Net book value
At December 2022		 Office
Equipment
€000
79
36
(1)
114
53
28
(1)
80
34		 Computer
Software
€000
442
-
-
442
175
82
-
257
185		 Group
2022
€000
521
36
(1)
556
228
110
(1)
337
219

27

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

At December 2021
CHARITY
Cost
At 1 January 2022
Additions
Disposals
At December 2022
Depreciation
At 1 January 2022
Charge for the year
Disposal
At December 2022
Net book value
At December 2022
At December 2021		 25
Office
Equipment
€000
56
30
(1)
85
37
16
(1)
52
33
19		 266
Computer
Software
€000
19
-
-
19
11
4
-
15
4
8		 291
Charity
2022
€000
75
30
(1)
104
48
20
(1)
67
37
27

12. INVESTMENTS

The investment of the charity consists of all of the share capital of ASCI Ltd, a company registered in England and Wales (07788176), 127 Old Gloucester Street, London WC1N 3AX.

For the year ended 31 December 2022, ASCI Ltd had turnover of €14,417k (2021: €12,051k) and made an operating profit of €9,641k (2021: €9,012k).

Income
Expenditure
Net incoming resources
Gift Aid to UK Charity
Funds at 1 January 2022
Funds at 31 December 2022
Intangible fixed assets
Tangible fixed assets
Current assets
Current liabilities
Net current liabilities
Total assets less total liabilities
Represented by:
Share Capital		 2022
€
000
(14,417)
4,776
(9,641)
9,641
-
-
171
1
9,619
(9,791)
(172)
-
-
-		 2021
€
000
(12,051)
3,039
(9,012)
9,012
-
-
251
4
9,524
(9,779)
(255)
-
-
-

28

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

Retained Earnings

13. FINANCIAL INSTRUMENTS

At the balance sheet date, the group held financial assets at amortised cost of €15,169k (2021: €14,530k) and financial liabilities at amortised cost of €1,375k (2021: €2,011k).

14. DEBTORS

Trade debtors
Other debtors
Prepayments & accrued income
Amount due from subsidiary		 2022
Group
Charity
€000
€000
312
145
418
230
5,622
198
-
9,527
6,352
10,100		 2021
Group
€000
210
442
4,933
-
5,585		 Charity
€000
-
142
223
8,829
9,194

15. CREDITORS: Amounts falling due within one year

Movement on deferred income
Deferred income at 1 January
Released to income in year
Income deferred in year
Deferred income at 31 December
Trade creditors
Other creditors
Taxation and social security
Amount due to subsidiary
Accruals & deferred income		 2022
Group
Charity
€
000
€
000
456
456
(456)
(456)
(353)
(353)
(353)
(353)
2022
Group
Charity
€000
€000
315
445
313
197
-
(87)
-
-
747
444
1,375
999		 2021
Group
Charity
€000
€000
1,013
302
206
133
-
13
-
21
792
605
2,011
1,074		 2021
Group
Charity
€000
€000
1,013
302
206
133
-
13
-
21
792
605
2,011
1,074
1,074

29

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

16. RESTRICTED INCOME FUNDS

Packard Foundation
Open Philanthropy– Fish Welfare Collaboration
Sainsbury – Trustee support
Multiplier – Project Mgr, Collaboration
ISEAL – Project Preparation Grant
Walton Foundation
PRIOR YEAR
Open Philanthropy – Fish Welfare Collaboration
Sainsbury – Trustee support
Multiplier – Project Mgr, Collaboration
ISEAL – Project Preparation Grant
Walton Foundation		 Balance
at 1
January
2022
€000
-
-
7
-
-
-
7
At 1
January
2021
€000
-
7
-
-
-
7		 Income
€000
271
97
-
41
148
136
693
Income
€000
26
-
94
118
17
255		 Expenditure
€000
(271)
(97)
(7)
(41)
(148)
(136)
(700)
Expenditure
€000
(26)
-
(94)
(118)
(17)
(255)		 Balance
at 31
December
2022
€000
-
-
-
-
-
-
-
At 31
December
2021
€000
-
7
-
-
-
7

Open Philanthropy -Fish Welfare Collaboration: Funding has enabled ASC to undertake work developing producers’ guidance on fish welfare issues consistent with ASC’s more general environmental and social based approach to promotion of responsible aquaculture. This work will lead to the production of a module encapsulating recommended quantifiable best practice to promote fish welfare across different aquaculture production systems.

Sainsbury –Trustee support: This grant assists with the costs associated with Trustees performing their duties.

New Venture - Certification & Ratings Collaboration (Multiplier): This grant assisted with the implementation of a seafood certification and ratings programme working to increase efficiency, address various challenges, and help more fisheries and farms take steps toward environmental sustainability and economic viability. In delivering this work ASC seeks to address confusion with multiple programmes using different standards, systems and processes. This project seeks to ensure certification and ratings work together to provide a more complimentary approach, including coordinated tools incentives, and strategies for measuring and improving fishery and aquaculture performance around the world.

ISEAL –Project preparation grant: ASC and partners have evaluated how they translate ideas into a potentially deliverable project aimed at improving the integration of certification and ratings scheme approaches at different scales to improve interoperability and the scaling of their collective impacts. This work has led to the development of new ideas which are now seeking funding.

30

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

16. RESTRICTED INCOME FUNDS (CONTINUED

Walton Foundation– Aquaculture Improvement Project (AIP) : ASC and partners collaborated in a project to provide guidelines for Indonesian shrimp farms. The purpose was to implement pilot projects and trainings on the guidelines and promote certification of sustainable shrimp farms. ASC has appointed a manger resident in Indonesia late in 2021 to assist with the project delivery which has now been completed.

Packard Foundation – The grant has enabled ASC to develop Strategic Communications focused on specific activities: 1) helping understand industry partner needs through a series of interviews and research activities, 2) assessing ASC’s current communications positioning and objectives, 3) completing a comprehensive communications plan that includes new messaging and revised marketing tools.

17. UNRESTRICTED INCOME FUNDS

Group - General Funds
Charity - General Funds
PRIOR YEAR
Group - General Funds
Charity - General Funds		 Balance at
1 Jan 22
€
000
12,803
12,803
Balance at
1 Jan 21
€000
8,616
8,616		 Income
€
000
14,491
12,834
Income
€000
12,104
11,168		 Expenditure
€
000
(13,281)
(11,624)
Expenditure
€000
(8,269)
(7,387)		 Transferred
on merger
€
000
-
-
Transfer
and merger
€000
352
352		 Balance at
31 Dec 22
€
000
14,013
14,013
Balance at
31 Dec 21
€000
12,803
12,749

18. ANALYSIS OF NET ASSETS BETWEEN FUNDS

Tangible fixed assets
Cash at bank and in hand
Other net current assets/(liabilities)
Total
PRIOR YEAR
Tangible fixed assets
Cash at bank and in hand
Other net current assets/(liabilities)
Total		 Unrestricted
Funds
31 Dec 22
€000
219
8,124
5,670
14,013
Unrestricted
Funds
31 Dec 21
€000
291
8,690
3,822
12,803		 Restricted
Funds
31 Dec 22
€000
-
693
(693)
-
Restricted
Funds
31 Dec 21
€000
-
255
(248)
7		 Total
31 Dec 22
€000
219
8,817
4,977
14,013
Total
31 Dec 21
€000
291
8,945
3,574
12,810

31

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

19. ACQUISITION OF STICHTING AQUACULTURE COUNCIL FOUNDATION AND ASCI NL BV

On 1 January 2021, Aquaculture Stewardship Council gained control over Stichting Aquaculture Council Foundation and ASCI Netherlands BV. On this basis, these entities are consolidated into the group accounts from this date. The Statement of Financial Activities reflects the net assets consolidated into the group accounts at the point of acquisition and are summarised as follows:

Current assets
Creditors
Total net assets transferred		 €000
1,268
(916)
352

20. INDIVIDUAL FINANCIAL STATEMENTS

The financial statements of Stichting Aquaculture Council Foundation and ASCI NL BV summarised below have been included in the group consolidated financial statements at 31 December 2022:

Profit and loss/Statement of income and expenditure
Income
Expenses
Net loss before tax
Taxation
Net loss after tax
Balance Sheet
Tangible fixed assets
Receivables
Cash and cash equivalent
Total assets
Current liabilities
Net assets
Reserves		 ASCI NL BV
€000
(3,495)
3,553
58
-
58
€000
21
123
189
333
(333)
-
-		 Stichting Aquaculture
Council Foundation
€000
(3,808)
4,151
343
-
343
€000
1
206
8
215
(215)
-
-

32

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

21. RELATED PARTY TRANSACTIONS

During the period ASC UK charity charged service fee of €667k (2021: €408k) to Stichting Aquaculture Stewardship Council Foundation (ASC – Netherlands). The balance outstanding at the financial period end is nil (2021: €nil). Stichting Aquaculture Stewardship Council Foundation (ASC – Netherlands) during the period charged for the use of the logo ASC UK fee of €752k (2021: €779k). The balance outstanding at the financial period end is €131k (2021: €nil).

None of the trustees receive remuneration from their work with the charity. Any business connections between a trustee or senior manager of the charity, or contractor must be disclosed to the full board of trustees in the same way as any other contractual relationship with a related party.

The charity’s wholly owned subsidiary, ASCI Ltd, was established to operate the commercial trading of the ASC logo. ASCI Ltd has an agreement from the charity to operate those activities and gift aids its profits to the charity (see note 12 to the accounts).

There were no other related party transactions in the current or previous year.

22. OPERATING LEASE COMMITMENTS

The entity had outstanding commitments for future minimum lease payments under non-cancelling operating leases as at year end €2k (2021; €3k)

33

DocuSign Envelope ID: 2D7A02DB-9EC1-41DF-96ED-ED452B64ABCF

AQUACULTURE STEWARDSHIP COUNCIL LIMITED NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2022

23. COMPARATIVE STATEMENT OF FINANCIAL ACTIVITIES

Note
INCOME FROM:
Grants and donations
2
Other trading activities
3
Investments
TOTAL
EXPENDITURE ON:
Raising funds:
Trading activities
4
Charitable activities
5/6
TOTAL
NET INCOME BEFORE
AMOUNTS RECEIVED ON
ACQUISITION
Amounts received on acquisition
19
Net income and net movement in
funds
RECONCILIATION OF FUNDS
Total funds brought forward
TOTAL FUNDS CARRIED
FORWARD
17/18		 Unrestricted
Funds
€000
-
12,104
-
12,104
(882)
(7,387)
(8,269)
3,835
352
4,187
8,616
12,803		 Restricted
Funds
€000
255
255
(255)
(255)
-
-
7
7		 Total Funds
Year to
31-Dec-21
€000
255
12,104
-
12,359
(882)
(7,642)
(8,524)
3,835
352
4,187
8,623
12,810

34