2023-07-31-accounts

The Chartered Secretaries’ Charitable Trust

Annual Report and Financial Statements for the year ended 31 July 2023

Registered charity no. 1152784 Company registration no. 8602517

	Page(s)
Report of the Trustees (incorporating the Directors’ report)	1 - 29
Reference and administrative details	1
Objects and activities	3
Achievements and performance	7
Financial review	17
Plans for future periods	22
Structure, governance and management	24
Statement of Trustees’/ Directors’ responsibilities	29
Independent Auditor’s report	30 - 32
Statement of financial activities	33
Balance sheet	34
Notes to the financial statements	35 - 50

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report) Reference and administrative details

Charity name:

Charity registration: Company registration:

The Chartered Secretaries’ Charitable Trust

No 1152784 No 8602517

Registered address and principal office:

Telephone:

Saffron House 6-10 Kirby Street London EC1N 8TS 020 7612 7048/49

Trustees and Directors

Chairman Deputy Chairman Trustees

Those serving during the financial year were (*except where stated):

Mr F E Curtiss FCG FCMA

Mrs C L Robson FCG LLM

Mr I J Burger FCG

Mr R J C Grigg FCG

Mrs A R Herron FCG (To 18 June 2023) The Chartered Governance Institute UK & Ireland appointment Mr D Lewis LLB FCG (From 19 July 2023)

Miss L Rae

Mr A P Theakston FCG

The Chartered Governance Institute UK & Ireland appointment (To 18 June 2023, CSCT appointment from 19 June 2023)

The Chartered Governance Institute UK & Ireland appointments (from 21 November 2023)

*Mr A Corriette FCG

*Miss V Penrice FCG

Company Secretary

Support and Grants Committee

Mrs C Scigalska

Those serving during the financial year were (*except where stated):

Chairman Mr A P Theakston FCG Chairman of the Trustees Mr F E Curtiss FCG FCMA (Ex-officio) Deputy Chairman Mrs V A Blackwell

Ms S Barber MA MSc FRSA (From 13 July 2023)

Mrs S Bah Grad CG

Mr G Cunnington FCG

Mr M C Garratt FCG

Mr R J C Grigg FCG (To October 2022) *Mr S King (From 6 November 2023) Mrs N N Langford FCG (To January 2023) Mrs S Raine ACG

Mr B Welch FCG

Page 1

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Administration:

The day-to-day administration of the Trust and the servicing of the Committees were in the hands of Mrs Clair Scigalska, Charities Officer and Miss Claire O’Leary, Charities Assistant from 20 September 2022.

Professional advisors: -

Accountancy services Griffin Stone Moscrop & Co 21-27 Lamb’s Conduit Street Holborn London WC1N 3GS Auditor Haysmacintyre LLP 10 Queen Street Place London EC4R 1AG Bankers Lloyds Bank plc 39 Threadneedle Street London EC2R 8AU Investment advisors XPS Investment Limited 40 Torphichen Street Edinburgh EH3 8JB Investment managers Baillie Gifford & Co Calton Square 1 Greenside Row Edinburgh, EH1 3AN CCLA Investment Management Limited 85 Queen Victoria Street London EC4V 4ET Legal & General Investment Management Limited One Coleman Street London EC2R 5AA Solicitors Coole Bevis LLP Lanes End House 15 Prince Albert Street Brighton BN1 1HY

Page 2

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Trustees present their report and accounts for the year ended 31 July 2023 which incorporate the Trustees Report and financial statements which have been prepared in accordance with Charities SORP (effective 1 January 2019) and the Companies Act 2006.

Objects and activities

Mission statement

The Chartered Secretaries’ Charitable Trust is by the side of chartered governance professionals and their families through life’s challenges, by supporting them when in need and by promoting excellence in governance. The Trust: -

• serves The Chartered Governance Institute UK & Ireland members, graduates, students, employees and their families who are in need by providing appropriate assistance, facilitates research to increase good governance for the benefit of the public and encourages the expertise of those in the field of governance with bursaries and prizes.

The Chartered Secretaries’ Charitable Trust Objects

The Objects are specifically restricted to the following, for the public benefit:

To help individuals who are in need, by reason of youth, age, ill-health, disability, financial hardship or other disadvantage, in particular but not exclusively by providing financial assistance, services or by any other means as determined by Trustees from time to time, to help relieve their need and promote their physical and mental wellbeing who:

• are or have been members of The Chartered Governance Institute (the “Institute”) (such members being those who are or who have been at any time on the register or registers of the Institute for the United Kingdom, Channel Islands, Isle of Man, Republic of Ireland and Associated Territories) or of any other United Kingdom body which has merged or amalgamated or integrated with the Institute;

• are graduates, students, employees or former employees of the Institute;

• are widows, widowers, surviving civil partners, issue or other dependants of such members, graduates, students, employees or former employees of the Institute; or

are or have been in receipt of assistance from the Fund at 17 December 1992.

To promote the education of the public in the law and practice of secretaryship, business administration of commerce, industry and public affairs and subjects related thereto, and in particular but without prejudice to the generality of the foregoing by providing prizes and awards to such persons who attain the required excellence of performance at public examinations in approved subjects within the curriculum of the Institute as agreed from time to time.

To advance the education of the public in the law and practice of secretaryship and business administration by undertaking or assisting in the undertaking of research and the publication of the useful results of such research for the public benefit and by such other means as the trustees think fit.

Page 3

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Our grant aid policies

Grant aid policy for assistance

The Chartered Secretaries’ Charitable Trust will consider requests for financial support from individuals who find themselves in need who:

• are or have been members on the register or registers of The Chartered Governance Institute UK & Ireland.

• or current or former affiliate members, graduates, students or employees of the Institute, who have maintained a minimum continued relationship with the Institute as described above, of a period as defined by current guidelines. Trustees are only empowered to utilise income and capital appreciation from 1 August 2013 to support these new classes. Should it prove necessary, priority will be given to:

Graduates who have graduated within the last four years.

Affiliate members who have been affiliates for at least two years.

• Students who have been students for a minimum of two years and a maximum of ten years, and who are or had been actively pursuing the Institute qualifying programme.

• Employees and former employees of the Institute in the UK, or their subsequent employer being a successor to the Institute in the UK arising as a result of any constitutional change, who were or had been continuously employed for at least four years and

those who are dependants as determined by Trustees.

Grants to individuals are issued at the discretion of the Trustees and with due accordance to the constitution and to the Charities Act 2011. Grants are reviewed when circumstances determine and at least annually.

Trustees delegate the consideration of all applications for assistance to the Support and Grants Committee, which holds a minimum of three meetings a year. Between meetings, the Chairman of the Support and Grants Committee has the power in urgent cases to make grants to a maximum amount of £1,000 and interest free loans to a maximum amount of £5,000 in any one case, which are later noted by the committee. Where there is an emergency and the Chairman is unavailable, the Charities Officer seeks a decision from either of the Chairman of Trustees, the Deputy Chairman of the Support and Grants Committee and the Company Secretary, who have like power to make a decision.

In respect of the total level of grant aid, grants and loans will continue to be made up to the annual sums available as defined by the Trustees.

The Grant aid policy is reviewed every three years, or earlier at the discretion of the Chairman of Trustees and the Chairman of the Support and Grants Committee.

Page 4

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Grant aid policy for education and research

The Chartered Secretaries’ Charitable Trust aims to advance the education of the public in the law and practice of governance and business administration. To further its public benefit requirement, Trustees will consider requests to support research and the publication of the useful results of such research, in the field of governance and business administration. Requests will also be considered to support other activity, which in the opinion of the Trustees, will engage the public, and significantly progress and promote the practice of good governance and business administration.

In order for a request to be considered, Trustees expect the provision of detailed qualitative and quantitative information in proportion to the amount of grant that is requested, that will explain how their proposal meets with the grant aid policy and provides a benefit to the public. Trustees also expect the proposal to state whether applications had been made elsewhere along with the progress and/or outcomes of these applications.

Grants allocated are evaluated and monitored to ensure accordance with the objects of the Trust. Recipients of awards are required to acknowledge the financial support provided by The Chartered Secretaries’ Charitable Trust in appropriate publicity. Where support may be requested for activity that extends beyond the end of the financial year, subsequent payments are conditional upon the grantee providing the Trustees with a satisfactory annual report including information on how the award had been spent, and the Trustees being satisfied that further funding would be made in accordance with the objects of the charity. The Grant aid policy is reviewed every three years, or earlier at the discretion of the Chairman of the Trustees.

Tom Morrison Essay Prize

The late Tom Morrison was an early supporter of ShareGift, which instigated the prize and made a generous donation to the Trust to establish and fund the prizes. Trustees have delegated authority to The Chartered Governance Institute UK & Ireland, of which Tom Morrison was a former President, to establish criteria and coordinate arrangements for the consideration and award of the two annual prizes to a value of £1,000 and £500. A Trustee represents the Trust on the judging panel.

Certificate in Charity Law and Governance bursary

A total of six bursaries are available each year and are awarded at the discretion of Trustees. The criteria may be amended as appropriate by Trustees and will be available on the Trust’s and The Chartered Governance Institute UK & Ireland’s website.

To enable a swift decision on applications, consideration of requests that meet the criteria have been delegated to the Chairman and Deputy Chairman of the Trustees and the Chairman of the Support and Grants Committee, who might request additional information to support the application. Where necessary, a decision may be deferred to a full meeting of the Board of Trustees. Agreed and rejected applications are noted at the following meeting of the Board.

Trustees will not consider retrospective applications if the Trust for whatever reason has not received a completed application form from the candidate or the Institute within six weeks of the commencement of the course.

Page 5

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Grant aid policy for prizes

The Chartered Secretaries’ Charitable Trust provides prizes to students obtaining the highest achievements in the Institute’s examinations for The Chartered Governance Qualifying and Foundation Programmes. Named prizes are awarded at each of the two examination sessions. Trustees have delegated authority to The Chartered Governance Institute UK & Ireland to agree and endorse these students following the final examination results, and to recommend these prizes to the appropriate Institute Committee and/or Panel.

Prizes are awarded on the basis of best performance and an achievement criterion of 75% or more. If candidates do not achieve 75% then the prize is not awarded. Prizes allocated are monitored to ensure accordance with the objects of the charity and the benefactor’s wishes.

At each examination session there are eight prizes of £250 available to award to eight modules and one prize of £250 awarded for the Foundation programme, to a total annual amount of £4,500. The Trust will accommodate where the Institute may exceptionally award a prize to more than one winner, where, for example, two candidates have equal marks.

The Manchester and District prize of £100 is awarded once a year to the best pass finalist from either the June or November examination session. They must obtain at least 75% in one paper. Prize winners must reside in Manchester and be registered with an address in the Manchester area.

The Vic Leaman Award of £100 is awarded once a year to the best pass finalist from either the June or November examination session. They must obtain at least 75% in one paper. Prize winners must reside in Wales and be registered with an address in Wales.

The Queen Elizabeth II Commonwealth Prize of £250 is awarded annually to a student from an Institute Associated Territory outside of the UK, Crown Dependencies and Republic of Ireland, who obtained the highest mark in The Chartered Governance Qualifying Programme.

The student with the best performance at each examination session is also recognised by the awarding of the Ralph Bell Prize of £300, which is awarded from the Education and Research Foundation.

Trustees expect The Chartered Governance Institute UK & Ireland in advising prize winners to acknowledge that the prize is from The Chartered Secretaries’ Charitable Trust.

Page 6

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Achievements and performance

Support provided 2022 to 2023

The Chartered Secretaries’ Charitable Trust provides assistance, financial support, and information to a range of beneficiaries. The main areas of focus are:

Benevolence for individuals in financial difficulties; supporting education and research with the award of bursaries and research grants and the award of prizes for the best performing candidates in the Institute’s chartered governance qualifying programme. The chart below illustrates the breakdown of enquiries and applications received during the year.

Despite ongoing challenges with the increasing cost of living, application levels remained low during the year. Trustees and Support and Grants Committee members are mindful of the impact of the continuing cost of living crisis. For the second consecutive year an additional grant was provided to eligible beneficiaries during the financial year to assist with increasing costs.

‘I am writing to express my gratitude for this special grant. I can assure you it will go a long way in alleviating some financial pressures,’

‘Thank you from the bottom of my heart for the help and support from the Chartered Secretaries Charitable Trust.’

‘I would like to formally thank the committee for their generosity in assisting me above my expectation. Thank you so much for all your assistance and kindness.’

Requests for support with payment of CGIUKI membership subscriptions were slightly lower than the previous year. Support with membership subscriptions is an important area of assistance to help beneficiaries with employability in their chosen careers.

‘Thank you very much for your kind support. I am proud to be a member of the Institute.‘

‘Many thanks for your continued support. It is very much appreciated.’

‘I would be grateful if you could please convey my gratitude to members of the Support and Grants Committee for deciding to continue to provide me with support at the same level. I really do appreciate this in view of the particularly difficult circumstances which I have faced.’

Page 7

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Benevolence 2022 to 2023

In 2022 to 2023 the Trust helped beneficiaries in a variety of ways ranging from support with Institute subscription fees to grants to assist with the repayment of debts and grants for white goods. The Trust received several enquiries from members facing short-term challenges with payment of membership fees who did not apply for assistance.

At 1 August 2022, there were 58 beneficiaries and at the close of the year there were 51. 17 applications were received during the year compared to 15 in 2021 to 2022. A total of 23 files were closed during the year, including eleven of the new applications where the Trust was unable to assist. During the year the Trust was notified that 1 beneficiary had passed away.

----- Start of picture text -----
Number of beneficiaries 2022/2023 2021/2022 2020/2021 2019/2020 2018/2019 2017/2018
Beneficiaries at 1 August 58 60 61 64 63 66
New applications/re-
17 15 25 13 14 19
applications
Beneficiaries supported
75 75 86 77 77 85
during year
Deaths during year 1 3 0 7 2 4
Additional files closed during
23 14 26 9 11 18
year
Beneficiaries at 31 July 51 58 60 61 64 63
Beneficiaries’ dependants at
48 48 57 56 60 42
31 July
Total supported at 31 July 99 106 117 117 124 105
----- End of picture text -----

Of the 17 applications received during the year 16 had a direct relationship to membership of the Institute (10 members, 5 students and 1 Ex- member) and one was a widow of a former member. The Trust also counts the beneficiaries’ dependants, who indirectly benefit. During the year grants awarded included support with respite breaks. As at 31 July 2023 the total number of beneficiaries’ dependants was 48.

‘Assistance like this makes a huge difference to our lives and we are so very grateful.’

I am so pleased to hear the Panel's decision to continue to provide me with financial support. Please relay my gratitude to the Panel members for their continued financial support especially during this difficult time.

Relationship to the Trust

Trustees continue to be mindful of the potential longevity of the relationship with a beneficiary. As at 31 July 2023 of the 51 beneficiaries, the average relationship was 11 years with 7 beneficiaries being supported for over 30 years. The last two years have seen an increase in beneficiaries requesting short-term assistance to alleviate financial difficulties that have arisen. This is reflected in a higher number of files closed in 2022 to 2023 compared to the previous year.

‘I was out of a job for a while and needed support to pay the membership fees to the Chartered Governance Institute. And your charitable trust helped me through the difficult period. I thank you and your trust very much for your help. I have been fortunate to get a job last year and therefore will be able to pay my membership fees this year.’

Page 8

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

----- Start of picture text -----
75% of the 75
100%
beneficiaries
supported during the 80%
year had a direct 60% 58% 59% 65% 70% 68% 66% 75%
relationship to the
Institute. There has 40%
been a reduction in the number of 20% 42% 41% 35% 30% 32% 34% 25%
0%
dependants 2017 2018 2019 2020 2021 2022 2023
requesting support Dependants Direct relationship
----- End of picture text -----

----- Start of picture text -----
31 July 31 July 31 July 31 July 31 July 31 July 31 July
2023 2022 2021 2020 2019 2018 2017
Gender:
Female 57% 59% 58% 59% 55% 62% 59%
Male 43% 41% 42% 41% 45% 38% 41%
Household:
Live alone 67% 71% 72% 70% 70% 70% 75%
Couple 33% 29% 28% 30% 30% 30% 25%
----- End of picture text -----

The table provides a breakdown of the 51 beneficiaries as at 31 July 2023 by gender and whether they live alone or as a couple.

There has been a small decrease in beneficiaries who live alone compared to the previous year. Beneficiaries are predominantly female, although there has been a small increase in male beneficiaries compared to the previous year.

----- Start of picture text -----
Ages at 31 July
2023 ranged from Average age of beneficiaries receiving
29 to 101, with 11 financial support
beneficiaries
being aged 80 or 80 71 72 71 65 68 67 66
over. Of the 17 60 48 54 55 50 52 48
43
new applications
40
received during
the year, ages 20
ranged from 33 to 0
83, with the 2017 2018 2019 2020 2021 2022 2023
average age being Beneficiaries at 31 July New applicants during year
48.
74% of beneficiaries reside in the
Location
United Kingdom and Republic of
Ireland which is at the same level
as 2021 to 2022 and a reduction
EXISTING BENEFICIARIES 74% 26% from 78% in 2020 to 2021.
The previous two years have seen
an increase in enquiries and
NEW APPLICATIONS 35% 65% applications from overseas. The
chart highlights the variance in the
United Kingdom and overseas
0% 20% 40% 60% 80% 100%
applications this year compared to
UK OS existing beneficiaries.
----- End of picture text -----

74% of beneficiaries reside in the United Kingdom and Republic of Ireland which is at the same level as 2021 to 2022 and a reduction from 78% in 2020 to 2021. The previous two years have seen an increase in enquiries and applications from overseas. The chart highlights the variance in the United Kingdom and overseas applications this year compared to existing beneficiaries.

Page 9

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Financial support provided to beneficiaries

Total benevolence from 1 August 2022 to 31 July 2023 was £54,790 (excluding accounting adjustments) compared to £65,657 in 2021 to 2022.

The chart below illustrates total benevolence expenditure over time along with the average expenditure per beneficiary. Further details can be found on page 43.

----- Start of picture text -----
£70,000 £1,200.00
£60,000
£1,000.00
£50,000
£800.00
£40,000
£600.00
£30,000
£400.00
£20,000
£200.00
£10,000
£0 £0.00
2018 2019 2020 2021 2022 2023
Total Benevolence (£) Av (£) per beneficiary
----- End of picture text -----

Ongoingcommitments

The provision of assistance to individuals is reviewed at least yearly. Regular payments were provided to assist with general everyday needs, emergency alarms, and to assist with telephone line, mobile rental, TV Licenses and broadband subscriptions.

Irregular payments

Applications cover a range of requests and are considered based on the circumstances of the specific requirements. During the year consideration was given to the provision of ad hoc grants to assist with various requests from a new mattress to legal fees and support with the payment of debts. A total of £4,053 was awarded to beneficiaries in the UK.

Mindful of the continued cost of living crisis an additional special grant was awarded to eligible beneficiaries in the UK and overseas to a total of £8,750. (Irregular grants were awarded to a total of £12,803 compared to £22,673 in 2021 to 2022).

Support provided during the year with payment of membership subscriptions to The Chartered Governance Institute UK & Ireland was lower than the previous year. The Institute generously allows the Trust to make payment at a reduced rate. A total of £3,587 was paid (2021 to 2022: £4,229). Several requests were received from students and members of the Institute overseas where support was not able to be provided.

An interest free loan was awarded to a total of £4,000. In addition, repayment of a loan was received to a total of £6,946.

To assist with additional expenditure during the winter months, Christmas gifts to a total of £3,400 and winter grants to a total of £4,000 were made. (2021 to 2022: £3,750 and £4,400).

‘I would like to thank the Support and Grants Committee for the generous Christmas Gift. It also came at the most appropriate time and will be used to off set the cost of my washing machine that I hope to replace in the New Year.’

Page 10

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Our visitor service

The Trust is fortunate to be supported by volunteer visitors, who provide an independent view and guidance to beneficiaries. Following the pandemic several visitors retired. The Trust is currently supported by 15 visitors. Face to face visits have increased during the year and it is anticipated that they will return to pre pandemic levels during the current financial year. All visitors are located within the United Kingdom.

A high proportion of beneficiaries live alone and 19% are aged 80 or over. Visitors provide valuable contact to beneficiaries, assisting with application forms for the Trust and signposting beneficiaries to other agencies along with assistance where appropriate with the completion of applications for other benefits, such as Attendance Allowance or to other charities. The additional insight provided by visitors is greatly valued by the Support and Grants Committee when reviewing applications for assistance.

The Trust aims that every UK beneficiary that is kept under review should have the opportunity to receive two contacts a year from a visitor where appropriate and that one of these should be a visit in person. Although there was an increase in face to face visits during the year, overall numbers are still lower than pre pandemic levels. There has been an increase in virtual contacts, including telephone, email and video call. Trustees are mindful of the importance of contact with visitors and will continue to focus on opportunities for contacts to be made with beneficiaries as required.

During the year Disclosure and Barring Service checks were renewed for all active visitors. Visitors also indicated their commitment to continue to support the Trust. A questionnaire was completed providing feedback on visitor experiences supporting the Trust and identifying training needs which will be incorporated into plans for future visitor training events.

In locations where there is a current shortage of visitors, the Trust was assisted by existing visitors who in cases travelled some distance from their area of residence to visit beneficiaries. In other cases, visitors were able to make contact by telephone. Trustees are grateful to visitors for their continued assistance and support.

The visitor role was promoted in an article in G&C magazine and the Institute’s ‘In the Loop’ email. A new application and induction procedure for visitors was implemented during the year, including an introductory conversation with the Deputy Chairman of the Support and Grants Committee.

Continued promotion of the visitor role is a focus for the coming year, in particular those areas of the United Kingdom and Republic of Ireland where there are beneficiaries who are not supported by a visitor including Northern Ireland, the North of England and the Dublin area.

During the year a higher proportion of visitors have been allocated to beneficiaries, however, there remain several beneficiaries in need of a visitor. The number of beneficiaries allocated to each visitor varies depending on various factors including the location and requirements for assistance.

	Jul-23	Jul-22	Jul-21	Jul-20
Beneficiaries in UK & RI reviewed during the year	31	33	36	38
Number of Visitors	15	20	25	25
% of visitors to beneficiaries	87%	80%	69%	66%
Assigned visitors	84%	76%	92%	89%

Page 11

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Education and research grants to external organisations

No applications were received during the year that met the criteria.

Prizes and Bursaries

Prizes for the Chartered Governance Foundation and Qualifying Programme

The Trust continued to award prizes to the top placed candidates. The total cost of prizes awarded from the discrete resources managed for prizes was £4,750. (2020 to 2021: £4,250).

The process for awarding prizes is under review at the Institute. The Trust administration are liaising with the Institute regarding the future process for the payment of awards to the top placed candidates in each examination session.

Trustees applaud the achievements of the successful candidates as follows:

At the November 2022 examinations, seven prizes of £250 were awarded from the Prize Fund to a total of £1,750. At the June 2023 examinations twelve prizes were awarded from the prize fund to a total of £3,000.

----- Start of picture text -----
Named Prizes Subject Winner
November 2022 June 2023
C R Heathcock Prize & Award BoardroomDynamics Venetia Cooper Ronan Goggin
Sir Ernest Clarke Prize Risk Management Chitra Thakker Kate Elder
Tishi Narula
Helena Manning
J F Clark Prize Company Law E Page Kanchan Anirudha
Kajal Kabra
J C Mitchell Prize Corporate Governance Rebecca Law Catherine Anderson
Roy Wilson Memorial Prize Health Service Governance No students met the criteria
A W Goodbody Prize Interpreting Financial & Laura Southern Zoe Halbert
Accounting information
Beatrice Reid Prize Development of Strategy Hillary Hunter M Gorman
T P Rogers Prize Company Compliance and No students met the Rosemary Smith
Administration criteria
H W Waller Butter Prize Foundation programme Julia Duddy Karen Frost
Lorna Hayne
----- End of picture text -----

Page 12

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Ralph Bell Prize

The pass finalist with the best performance at each examination session is awarded the Ralph Bell Prize to the value of £300. This award is managed within the Education and Research resources and was awarded to A Gallagher in November 2022 and Catherine Anderson in June 2023.

The Queen Elizabeth II Commonwealth Prize

Trustees were proud to be awarded a gift of £2,500 from The Patron’s Fund, (2016 to 2017). The Patron’s Fund was established to acknowledge and celebrate the work of the charitable organisations for which Her Majesty The Queen acted as Patron, on the occasion of Her Majesty’s then 90th birthday. The invitation to apply was extended to Patron's Organisations that had an associated charity that primarily supported the work of the Patron's Organisation. The funding of the prize is matched by the Trust. An annual prize of £250 is awarded to a student from an Institute Associated Territory outside of the UK, Crown Dependencies and Republic of Ireland, who obtained the highest mark in the Institute Chartered Governance Qualifying Programme. The Queen Elizabeth II Commonwealth Prize is awarded annually and on this occasion was awarded to Kajal Kabra from India.

Manchester and District Centenary Prize

The award was made possible following a proposal for a regional prize from the former Manchester and District Branch to mark its Centenary and was funded by generous donations specifically for this prize. The prize of £100 was awarded to R Whitmill for the 2022 to 2023 financial year.

The Vic Leaman Award

The award was made possible following a proposal from the V.S. Leaman Trust to receive the transfer of funds to support the prize. This is an annual prize for Institute students in Wales, in memory of the late Vic Leaman. The V S Leaman Trust was set up in the 1980s following the death of Vic Leaman, who had been a past president of ILGA prior to its merger with the Institute. He was particularly associated with the development of administrative staff.

Tom Morrison Essay Prize

Trustees are pleased to continue to assist the Institute competition in partnership with ShareGift. This was the eighth year of the competition in memory of the late Tom Morrison, who was an active Institute Fellow member and a highly regarded and influential member of the share registration industry. Submissions were received from various countries and sought to discuss:

Can governance be understood as a force for good? How can good governance lead to improved outcomes for organisations and their stakeholders during challenging economic and social times? Please draw upon examples where possible.

The first prize of £1,000 was awarded to Josiah Wamwere-Njoroge, a post-graduate student at the Kenya School of Law in Nairobi. The second prize of £500 was awarded to Chris Jardine, an Affiliated Member of the Institute currently studying on the Qualifying Programme in the UK.

Page 13

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

CGI Certificate in Charity Law and Governance

Trustees were pleased to award the six available bursaries to: -

• J Bull of Anglican Mission in England (AMiE)

• J Elford of Buckinghamshire Disability Service

• S Jussab of Malawi Asian Organisation of the United Kingdom J Penton of Hartlepower CIO

• A Richards of A4U

• T O’Toole of Hertscam

All those awarded the bursary expressed thanks to Trustees. Three of those awarded the bursary in this financial year will commence the course in the Autumn of 2023. Feedback will be provided on completion of the course.

‘I have thoroughly enjoyed studying for the Certificate in Charity Law and Governance this year, and would highly recommend the course to anyone carrying out governance roles within the charity sector. I found the course to be very informative and engaging. I learnt so much that will be helpful in my job role. The course covers a wide range of topics and the study material is extremely thorough. The course tutor, who led our weekly online lectures, was very knowledgeable and skillfully guided us through the material, making time to answer any questions we had.

Through this course I have gained a better understanding of the legal and regulatory frameworks within which charities operate. This has given me a greater confidence in my day-to-day work. I feel better equipped to make recommendations to our trustees and provide advice to other charities we work closely with. Having completed this course I feel better equipped to make decisions, follow best-practice and ensure compliance within our organisation.’

J Bull of Anglican Mission in England (AMiE)

Promotion

The Chartered Secretaries’ Charitable Trust is promoted through the Institute’s website and ‘In the Loop’ email communications. An article focusing on the role of the visitor prepared by members of the Support and Grants Committee formed part of the October 2022 edition of Governance and Compliancemagazine. A further article raising awareness of the Trust is planned for the coming financial year.

During the year the Trust liaised with the Institute regarding raising awareness of the Trust in terms of support provided and the visitor role with branches and the Irish Council. This will continue to be an area of focus for the coming year.

Trustees are conscious of the challenges of reaching potential beneficiaries who do not have a direct relationship with the Institute, including ex members and their families. Consideration will be given in the coming year to identify opportunities to raise awareness of the Trust beyond active Institute members, graduates, students and members of staff.

Enquiries are received by the Trust from the Institute’s membership team concerning financial assistance and applications for the bursary for the certificate in Charity Law and Governance. Enquiries are also received via other agencies and benevolent funds.

Page 14

The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Other events during the year to note

Trustees continued to focus on strategy and identifying ways to raise awareness of the Trust. Key considerations for the year included focusing on the ongoing relationship with the Institute and the changing requirements for services provided going forward. Trustees will continue to review the relationship with the Institute and ensure services reflect the requirements of the Trust.

During the year Trustee and Support and Grants Committee meetings were held in person, with the option of joining virtually in accordance with the Articles for the Trust. The Trust administration split their time between remote and office working.

In addition to meetings to consider applications and annual reviews the Support and Grants Committee held a strategy meeting in January 2023 to discuss the application procedure and criteria, along with opportunities to promote the visitor role and recruit new visitors and committee members.

Claire O’Leary joined the Trust admin team as Charities Assistant in September 2022. Trustees are grateful for the contribution Claire has made to the administration of the Trust.

Gift Aid claims were received to a total of £654 including £305 for the 2021 to 2022 financial year in April 2023 and a further claim of £100 for the 2022 to 2023 financial year in July 2023 through HMRC by the Trust administration. CAF Donate manages Gift Aid claims for eligible donations to the Trust using the CAF Donate system. Claims via CAF Donate were received to a total of £249 in 2022 to 2023.

Direct debit donations are received by the Trust in May and November annually. The process was managed by the Institute up to and including November 2022. CAF Donate managed the processing of direct debit donations from May 2023, including relevant Gift Aid claims.

The format of the risk register was reviewed during the year along with a comprehensive review of risks that could affect the Trust. Trustees will continue to review the format and content of the risk register in the coming year. The new format will enable Trustees to have a more concise view of risks faced by the Trust, along with a clear view of mitigations and actions undertaken.

Following a recommendation from the Support and Grants Committee, Trustees considered the eligibility criteria in the grant aid for assistance policy. Trustees agreed to maintain the existing eligibility criteria and will further consider the policy along with the strategic objectives for the Trust in the coming financial year.

Trustees will continue to focus on agreed strategic initiatives including consideration of services provided by the Institute and opportunities to raise awareness of the Trust and reach greater numbers of potential beneficiaries. Further details are noted on page 22.

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Statement of fundraising regulation disclosures

Trustees have not employed any third party to fundraise on their behalf, nor has the Trust conducted any fundraising activity in the year. The Trust will not accept a donation given by someone who knowingly lacked capacity at the time of donating and if this information later materialised, would promptly return the donation. During the year, no complaints have been received about our fundraising.

The Trust is pleased to accept donations, which can be made online through Charities Aid Foundation (CAF), by visiting our website www.cgi.org.uk/about-us/charitable-trust . For more information visit www.cafonline.org/my-personal-giving

The Trust is also pleased to accept cheques made payable to The Chartered Secretaries’ Charitable Trust.

The Trust is registered with the Fundraising Regulator. More information can be found at www.fundraisingregulator.org.uk

Charitable contributions received

While the Trust does not actively fundraise, Trustees are most appreciative of the generous donations received. Donations including Gift Aid receipts for the year were £2,332 (2021 to 2022: £2,343).

Trustees also very gratefully received bequests during the year to a total of £1,001.

Investments

Trustees regularly reviewed investment performance during the year with the first annual review with investment managers in March 2023 and XPS in June 2023, following the reallocation of funds in July 2022. Going forward the annual review will be held in March. Benevolence funds were allocated predominantly between Baillie Gifford and CCLA in July 2022 leaving a smaller fund with LGIM to assist with liquidity requirements, with the objective of generating a regular income. Previously benevolence funds were held solely with LGIM. The review period included several significant events, including political, economic and market events such as: The near collapse of Credit Suisse in the aftermath of Silicon Valley Bank and Signature Bank raising fears of a global banking crisis in March 2023; rising inflation reaching 10.4% in February 2023 and rising interest rates. Trustees monitor investment performance at each board meeting. Despite a challenging investment market, the portfolio returned a stable level of income during the year. With support from XPS, Trustees will continue to monitor and review investment performance in line with expectations and charitable expenditure.

As at 31 July 2023 taking into account the unrealised gains and losses arising as a result of revaluation and/or the sale of investments, the market value of the investments in respect of benevolence was £4,976,987, education and research £362,955 (unrestricted funds of £255,784 and restricted funds of £107,171) and prizes £89,788. (2021 to 2022 - £5,031,055, £391,664 (unrestricted funds of £ 284,423 and restricted funds of £107,241) and £107,558).

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Financial review

Investment powers

The assets are invested in accordance with the requirements of the Trustee Act 2000.

Financial policy and control

The assets held by The Chartered Secretaries’ Charitable Trust are the key source of funding the charitable expenditure and support costs. The assets that were transferred to the Trust from the ICSA Benevolent Fund, ICSA Education and Research Foundation and ICSA Prize Fund, along with any bequests or donations received in the name of the original charities, will continue to be applied for their distinctive purposes and will be held separately from each other. Where the use of a gift had not been specified, receipts up to an amount of £5,000 would be used to support the Education and Research objects. All receipts of £5,000 or more would be considered separately and due diligence would be undertaken to ensure that Trustees have a reasonable degree of confidence about the provenance of the donation and that there is no reason to believe it is suspicious.

In addition to new donations and other income, only capital appreciation of the benevolence assets from 1 August 2013 can be used to provide support to the beneficial classes of affiliates, graduates, students and past and present employees of the Institute in CGIUKI and/or their dependants.

The provision of financial support to individuals is guided by our grant aid policy and these discrete amounts are decided on consideration of the beneficiary’s circumstances. To inform the budgetary process for the overall distribution of support and long-term planning, Trustees determine the sum available for distribution, currently linked to an average figure of benevolence per beneficiary. For 2022 to 2023, this average amount for budgetary purposes is £1,250 per beneficiary, in line with the figure for 2021 to 2022. This point of reference is reviewed annually and takes account of inflation if applicable.

In furtherance of the Benevolence objects, Trustees have reviewed the Investments and re distributed funds to continue to provide suitable levels of resource for charitable purposes.

From July 2022 the Trustees appointed three investment managers to manage the assets of the Trust.

Baillie Gifford

From 31 March 2023 the Baillie Gifford Multi Asset Income Fund’s investment policy was formally updated, including new sustainability exclusions, and a name change from 'Multi Asset Income' to 'Sustainable Income'. The changes reflected the Fund’s investment strategy more closely and to make the outcome of providing clients with a sustainable stream of income that protects against inflation over the long term. Further enhancements were made to the ESG approach during 2022. 100% of the asset classes owned in the Fund have a relevant and comprehensive sustainability assessment.

Baillie Gifford Sustainable Income Fund aims to produce monthly income, whilst seeking to maintain the value of that income and of capital in line with inflation (UK CPI) over five-year periods.

CCLA COIF Charities Investment Fund A long-term, sustainable investment solution which incorporates environmental, social and governance (ESG) considerations into the investment strategy. Suitable for all charities looking for a good level of distributions and protection from inflation. The portfolio has a bias towards real assets, predominantly global equities but also property investments and infrastructure. Aims to provide a long-term total return comprising growth in capital and distributions. During the year CCLA changed from weekly to daily trading. Changes to accounts with CCLA made in 2023 as CCLA appoint FNZ TA services Limited as its transfer agent.

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The Chartered Secretaries’ Charitable Trust

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Legal & General Investment Management ("LGIM”) are invested in a Cash Trust held as accumulation units in a Cash Trust with Legal and General Investment Management Limited, to support liquidity requirements for benevolence as required.

The asset portfolio is regularly monitored by Trustees and the investment objective is to generate a return of inflation plus 4-5% per annum over the long term. This should allow the Trust to at least maintain the real value of the assets, whilst funding annual expenditure in the region of 4-5% per annum. The investment objective for the short-term reserves is to preserve the capital value with a minimum level of risk. Assets should be readily available to meet the Trust’s cash flow requirements.

In furtherance of the Education and Research objects and the Prize objects, the assets are held in separate Charities Official Investment Fund (COIF) accumulation unit accounts with CCLA Investment Management Limited. Cash is held in the COIF Charities Official Investment Deposit Fund and a Lloyds Bank plc current account. Consideration will be given in the coming year to the level of funds held in the COIF Deposit Fund. Any excess cash held is reinvested to support future calls upon the Trust.

For all three funds, the Trust adopts a total return approach to investment, generating the investment return from income and capital gains or losses. It is expected that if in any one year the total return is insufficient to meet the budgeted grant making expenditure, in the long term the real value of the Trust will still be maintained in accordance with the investment objective above.

The Trust does not participate in social impact investment. Trustees have prepared a separate responsible investment policy.

Despite the difficult market conditions, the Trustees noted their satisfaction with investment performance, given that it had been achieved without taking any undue risks. Following the investment review in 2021 to 2022, income was generated to support charitable activities in 2022 to 2023. Income levels were slightly higher than anticipated.

During the year payments and banking arrangements were managed by the Trust administration with Trustee approval. GSM provided accountancy services for the full year with quarterly managements accounts reviewed by Trustees.

The Trustees and the Support and Grants Committee do not receive any payment, other than reimbursement of appropriate expenses that have necessarily occurred in the undertaking of their charitable duties.

Responsible investment policy

The Trust defines responsible investment as the extent to which environmental, social and governance considerations are featured in the selection, ownership and disposal of its investable assets.

Responsible investment objectives:

In line with the Charities SORP (FRS 102 s1.47), the Trustees have considered the extent to which social, environmental or ethical factors should be taken into account in the selection, retention and realisation of investments. They believe their duty is to act in the best financial interests of the Trust and are required to balance investment rewards against risk. This is not a question of simply maximising returns; risks matter just as much as rewards and the Trustees should take account of financially material risks. In terms of responsible investment, the Trustees appreciate that environmental, social and governance factors can influence investment returns and also the associated risk profile of an investment and the portfolio of investments.

It is the Trust’s objective to ensure that it understands and manages, to the best of its ability, the invested assets in the knowledge of the mosaic of investment factors that can influence investment rewards and risks.

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Responsible investment tools and approaches:

Investments based on ethical considerations is a well established approach adopted by many charities. A negative screen, such as the exclusion of investments based on criteria such as ‘no tobacco’, is often adopted owing to an alignment with charitable objectives. Positive screening or “best in class” aims to invest only in securities that possess positive relative ethical attributes, such as low environmental emissions in the context of the security’s industry classification.

The Trustees have chosen not to adopt an explicit ethical investment policy given the charity’s objectives do not necessarily align with a specific screen and a belief that the appointed Investment Managers are best placed to assess the balance of risk versus reward. Nonetheless, the Trustees acknowledge the pertinence of the Charity Commission guidance CC14 ‘Charities and investment matters: a guide for trustees’, which recommends that Trustees should “have regard to other factors that will influence the level of return, such as the environmental and social impact of the companies invested in and the quality of their governance.”

In more recent years, certain responsible investment approaches have been widely established and adopted. These include the incorporation of material environmental, social and governance (ESG) matters as part of the mosaic of factors that may influence investment performance.

Sustainable investment strategies seek to balance the dynamic tension between the three vectors of maximising financial returns, avoiding social consequences and minimising environmental impact. Lastly, impact investment strategies have a primary intent and objective to achieve a specific positive social or environmental outcome, such as supporting improvements in the world’s biodiversity.

The Trustees attach particular importance to the maintenance of good sustainability and governance standards by companies in which the charity invests, including the management of their impact on climate change. The Trustees believe that institutional investors have a general fiduciary responsibility to ensure that investments are managed in the long-term interest of their beneficiaries and asserts that investment value can be influenced positively through constructive consultation and engagement with companies and wider sustainability initiatives. The Trustees support strongly the UK Stewardship Code published by the UK Financial Reporting Council and encourages their investment managers to attain signatory status to the code. The CC14 guidance provides Trustees with permission to consider non-financial factors relating to their mission objectives in investment decision-making.

Working with asset managers

The Trustees have delegated to the investment managers the responsibility for assessing the impact of responsible investment matters, in conjunction with all other factors that may affect a company’s financial or share price performance, when making investment decisions. The Trustees expect the investment managers to incorporate responsible investment considerations, including climate change, when selecting, retaining, monitoring and realising investments, where these factors are likely, in the Investment Manager’s view, to have a material impact on the performance of the portfolio.

The Trustees monitor the activities of the investment managers in respect of responsible investment considerations, including their approach to managing the systemic risks and opportunities inherent in climate change. The Trustees look favourably upon the United Nations - supported Principles for Responsible Investment (PRI) and encourage investment managers to adopt the principles and be active participants in the responsible investment arena. Furthermore, the Trustees look favourably upon investment managers who:

• have their own responsible investment policy;

• can demonstrate how responsible investment matters are an integral part of their investment decision making process;

• are transparent about voting and engagement practices and explain their rationale; The Chartered Secretaries’ Charitable Trust

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Report of the Trustees (incorporating the Directors’ report)

• seek the views of their clients in relation to responsible investment issues and engagement activities;

• conduct research on responsible investment issues;

• make regular and comprehensive reports to clients on their responsible investment activities;

• support the public debate and initiatives that seek improvements on salient responsible investment matters.

• are signatories to the UK Stewardship Code (or equivalent code).

• have made a public commitment to the Net Zero Asset Managers initiative.

The Trustees have examined the issues in relation to corporate governance and on the exercise of voting rights. The Trustees recognise that good corporate governance helps create the framework within which a company can be managed in the best long-term interests of shareholders. In particular, voting at Annual and Extraordinary General Meetings, as well as Bondholder meetings, on all matters raised, are fundamental in protecting shareholder interests. However, good stewardship extends beyond voting and the Trustees expect their Investment Managers to engage with investee companies and report on their progress.

For pooled assets, the Trustees recognise that the investment manager, on behalf of all participants in the pooled fund, sets the responsible investment policy and expects periodic reporting on this.

The Trustees will take this policy into account when selecting and reassessing the existing contracts and the underlying pooled vehicles in which the assets are invested.

Having considered these issues, the Trustees are satisfied that its investment managers’ responsible investment policies, including the exercise of voting rights and stewardship generally, reflect these key principles. The Trustees have thus delegated their responsibility in relation to responsible investment (including the exercise of voting rights) to the investment managers and will monitor the investment managers’ performance.

The Trustees take the investment managers’ policies into account in relation to responsible investment and stewardship in reviewing the appropriateness of the current investment managers and will do the same in appointing any additional investment managers.

Reserves policy

The reserves policy is reviewed on a regular basis, not less than annually. Trustees receive periodic investment reports, obtain advice from an independent investment advisor and regularly assess income, expenditure and reserve requirements over the immediate and longer term to further the charitable objectives and to cover the cost of managing and administering the charity.

As at 31 July 2023, the total value of the investments held in furtherance of all the charitable objectives was £5,425,507 (2021 to 2022 - £5,613,610).

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

As at 31 July 2023, net assets to a total of £5,429,730 were held (2021 to 2022: £5,530,277). Trustees are required to hold separately the assets that support the three distinctive charitable objects of benevolence, prizes and education and research. The breakdown of the assets, was as follows:

Fund Classification - 2023 Benevolence: Unrestricted funds Education and Research: Unrestricted funds Total unrestricted Education and Research: Restricted funds Prizes: Expendable endowment funds Total funds	Net assets Net assets 2023 2022 £ £ 4,976,987 5,031,055 255,784 284,423
	5,232,771 5,315,478 107,171 107,241 89,788 107,558
	5,429,730 5,530,277

Trustees consider it prudent to maintain Benevolent Fund reserves of at least £4 million. The Trust requires a level of reserves that allows it to meet its responsibilities to beneficiaries both current and future, to provide for support costs and to meet any contingency that may arise and protect capital as much as possible.

From July 2022 investments with CCLA and Baillie Gifford have provided returns to support charitable expenditure, with drawings from funds held with LGIM as required. Trustees will continue to review and monitor investment performance. A review with XPS and investment managers will be held annually in March.

To ensure the longer-term viability for the Trust to pursue the Prize and the Education and Research objects, prior to the agreement of grants and prizes, Trustees carefully consider the impact that the level of provision would have on the reserves. In respect of the Prize Fund, when the expendable endowment held within a ‘Named Prize’ is exhausted, the awarding of the prize is discontinued. Trustees have also taken steps within the financial policy, to use unspecified receipts up to the value of £5,000 to assist with the delivery of the Education and Research objects.

Going Concern

The Trustees have reviewed budgets and cash flow forecasts for 12 months from the date of signing the Annual report. Trustees have concluded that there are no material uncertainties relating to the charity’s ability to continue as a going concern and that there are adequate resources to continue activities for the foreseeable future. Accordingly, they continue to adopt the going concern basis of preparing the financial statements.

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Plans for future periods

Governance

Policies will be reviewed in line with governance and regulatory requirements, including the grant aid policies for assistance and prizes, Data Protection, privacy notices and financial policies to meet current and future requirements. Trustees are mindful of changes to Data Protection regulations and will review and update the current policies as required.

Induction and training of Trustees, Support and Grants Committee members and visitors is a key consideration for the coming year, taking into account feedback received as part of the annual skills audit of Trustees and Committee members and the visitor questionnaire completed in 2023.

Strategy

As confirmed in the risk management statement (page 27) Trustees identified priorities in four main areas which will form the basis of strategic initiatives and areas of focus for the coming year: -

1, Raising awareness of the Trust and support available to reach beneficiaries.

Trustees will continue to monitor demand for support whilst investigating opportunities to raise awareness of the Trust and assistance available for those connected with the Institute and their families. Promotion with relevant publications and organisations and a review of how to reach potential beneficiaries will be considered.

The continued cost of living crisis is expected to have an impact on current and potential beneficiaries. Trustees are mindful that there could be an increase in demand for assistance and changes in the types of support requested in the coming year, including increased support with ad hoc payments rather than ongoing support. Trustees will continue to monitor services and support to ensure appropriate and suitable provision for the needs of beneficiaries. Consideration will also be given to the Trust’s charitable objects to ensure they continue to remain relevant.

Trustees acknowledge the challenges in verifying applications from overseas and will consider the most suitable approach to obtaining relevant supporting information from applicants outside of the United Kingdom and Republic of Ireland where visitors are not in place.

In addition to raising awareness of the Trust, it is vital to ensure that eligibility criteria is clear, particularly for enquiries requesting further information.

2, Visitor training and engagement

Visitors continue to provide valuable support to beneficiaries, the Support and Grants Committee and Trustees. To continue to engage existing visitors and recruit additional visitors, Trustees will focus on planning a training event drawing on feedback received in the visitor survey. The visitor induction process was refreshed during the financial year and will continue to be monitored to ensure guidelines and processes adhere to relevant legislation and best practice guidance.

Trustees are mindful that some visitors are currently travelling long distances to maintain contact with beneficiaries and will continue to promote the visitor role in areas of the United Kingdom and Republic of Ireland where visitor numbers are low.

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

3, Resources – Investments, services provided by the Institute, staff and board / committee members

A key area of focus will be agreement with the Institute regarding the provision of appropriate levels and types of services to support the Trust to meet its charitable objects.

With the support of XPS Investment Limited Trustees will continue to monitor and review Investments to enable the Trust to deliver its charitable objectives. The annual review of investment performance with XPS and investment managers will provide an opportunity for Trustees to consider performance between the funds in detail. Consideration will be given to the levels of funds held in cash to assist with liquidity requirements during the year.

Board and committee membership, staff levels and succession planning will be monitored and reviewed in the coming year. Recruitment will be carried out as required.

An annual joint meeting with Trustees and Support and Grants Committee members will be held to discuss strategic priorities, training needs and challenges facing the Trust. The first meeting was held on 18 October 2023.

4, Raising awareness of the Education and Research and Prize funds.

Trustees will consider opportunities to raise awareness of the Education and Research fund to increase relevant applications for funding, particularly as new areas of governance emerge.

Existing prize funds will continue to be monitored, along with consideration of opportunities to increase funding or to support additional prizes in the future. Processes for identifying and notifying winners of the Specialist and qualifying programme prizes will continue to be reviewed and developed.

The bursary for the certificate in Charity Law and Governance has received increasing interest. Whilst the six bursaries were sufficient for the 2022 to 2023 financial year, Trustees will continue to monitor the level of requests and review the number of bursaries awarded as required. In addition, Trustees will continue to be mindful of the existing eligibility criteria and review as necessary.

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Structure, governance and management

Legal status

The Chartered Secretaries’ Charitable Trust (‘the Trust’) was incorporated on 9 July 2013. Registered charity no. 1152784. Company registration no. 8602517. On the 19 July 2013, the Charity Commission issued a scheme to make The Chartered Secretaries’ Charitable Trust sole corporate Trustee of the following three unincorporated charities from the 1 August 2013: -

The ICSA Benevolent Fund: Charity registration number 213345 The ICSA Education and Research Foundation: Charity registration number 1027579 The ICSA Prize Fund: Charity registration number 1048726

In pursuance of increasing public benefit, Trustees obtained agreement from the Charity Commission on 4 October 2019, to make amendment to the charitable objects. The resolution was passed on 12 November 2019 at a general meeting. No further amendments have been made to the charitable objects to date.

Public benefit

The Trustees confirm that they have referred to the Charity Commission’s guidance on public benefit when reviewing the Trust’s aims and objectives.

In respect of benevolence, measures were put in place in 2013 to increase the public benefit provided by broadening the charitable objects to include the consideration of support to graduates, students and past and present employees and former employees of the Institute, along with their dependants. Trustees expanded this further in October 2019, by obtaining Charity Commission agreement to change the objects to facilitate the consideration of the broader needs of individuals connected to the Institute.

Public benefit is also embedded in its grant aid policy for Education and research and Trustees offer bursaries to charities to undertake the Institute Certificate in Charity Law and Governance.

Constitution

There shall be between three and nine Trustees. Two of these appointments may be made by The Chartered Governance Institute (‘the Institute’) Divisional Committee for the United Kingdom, Republic of Ireland and Associated Territories, (‘CGIUKI Committee’). A quorum at a meeting of the Trustees is three.

During the year to 31 July 2023, the Board of Trustees met on four occasions. All meetings were held in person with the option to join virtually where required. these were held with the full consent of Trustees and were in accordance with 7.2 of the articles:

‘Members are entitled to attend meetings either personally… or by suitable means agreed by the Trustees in which all participants may communicate with all the other participants.’

Trustees have the power to delegate any of their functions to committees consisting of two or more individuals appointed by them. At least one member of every committee must be a Trustee and all proceedings of committees must be reported regularly to the Trustees.

The Trustees of the Chartered Secretaries’ Charitable Trust delegate to the Support and Grants Committee the consideration of all applications for benevolence. There shall be between four and thirteen members appointed by the Trustees. Not more than one third of the members shall be

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

non-members of the Institute in the UK. There is a quorum when four members are present at a meeting, one of whom must be the Chairman or Deputy Chairman of the Support and Grants Committee. The committee met on four occasions during the year. All meetings were held in person with the option to join virtually where required.

The Support and Grants Committee comprises:

• Chairman

• Deputy Chairman

• Chairman of the Trustees (ex-officio)

• Up to ten other members (of whom up to four members need not necessarily be members of The Chartered Governance Institute UK and Ireland).

Policy on the recruitment, appointment, induction and training of Trustees

When a vacancy occurs on the Board, Trustees respond with due compliance to the Articles of Association of the Trust. Trustees seek to identify individuals who have an existing interest in the work of the Trust and would bring with them experience and skills that would add value to its management and operation.

The Trust adheres to recruitment procedures as laid down in The Chartered Governance Institute UK & Ireland’s Charity Trustee Recruitment guide. Best practice notes produced by the Charity Commission are also forwarded. On appointment, copies of Board papers are issued, and the Trustee is invited to meet with the Chairman and/or Deputy Chairman, Charities Officer and Institute staff. Training requirements for the new Trustee are identified at induction and by the annual Trustees’ skills audit and recognition of emerging issues.

Conflicts of interest policy

The Trust has procedures in place to ensure that all Trustees and committee members comply with their legal duty to act only in the best interests of the Trust and to avoid conflicts of interest. Trustees consider that a conflict would occur, where a Trustee’s or committee members’ loyalties could be seen to prevent them from making a decision in the best interests of the Trust or when a payment would benefit a Trustee or a connected person.

Every Trustee and committee member is individually responsible for declaring conflicts of interest and registers are maintained to record declarations and conflicts. Trustees and committee members are also collectively responsible to inform the Chairman of the Trustees, or the Company Secretary should they become aware of an undeclared conflict of interest affecting another Trustee or committee member. In line with the Articles of Association, Trustees must:

• declare an interest before the meeting or at the meeting before discussion begins on the matter;

• be absent from the meeting for that item unless expressly invited to remain in order to provide information;

• not be counted in the quorum for that part of the meeting; and have no vote on the matter and be absent during the vote if so requested by the other Trustees/committeemembers.

Alan Theakston was appointed as a Trustee directly by the Trust from 19 June 2023 as his term as an Institute nominated Trustee ended on 18 June 2023.

Abigail Herron stood down as a Trustee at the end of her Institute nominated appointment. Trustees thank Abigail for her contributions since her original appointment in 2014.

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The Chartered Secretaries’ Charitable Trust

Report of the Trustees (incorporating the Directors’ report)

Trustees advertised vacancies on the Board of Trustees and the Support and Grants Committee during the year. Following the recruitment process, Trustees were pleased to appoint Derek Lewis as a Trustee in July 2023. Trustees welcome Derek to the role and look forward to working with him in the coming year. Trustees were pleased to note that several high caliber candidates had shown interest in the roles.

In accordance with the articles the Institute may appoint up to two Trustees. As the terms ended for Alan Theakston and Abigail Herron during the year, nominations were received in September 2023. Appointments were considered and approved in November 2023 for Anthony Corriette and Victoria Penrice.

Nanette Langford stood down from the Support and Grants Committee in January 2023 after 20 years serving on the committee. Trustees thank her for her contributions and are pleased that she will continue to support the Trust as a volunteer visitor.

Sam Barber was appointed to the Support and Grants Committee in July 2023. Trustees welcome Sam to the role and look forward to her contribution to the committee.

Trustees were pleased to note that several visitors expressed an interest in becoming members of the Support and Grants Committee. Following interview, Steven King was appointed and accepted the role in November 2023.

Relationship to The Chartered Governance Institute UK & Ireland

Trustees continue to note Institute membership figures. Institute members are both the primary pool for future beneficiaries and contributors to the Trust. The Institute has advised that in the CGIUKI Division of The Chartered Governance Institute, there were 8,326 members at 30 June 2023 of which 2,377 were Fellows, 5,533 Associates and 416 Affiliate members. The chart below compares figures for Fellow and Associate members over time. In addition, there were 943 graduates and 3,852 students.

While the Trust also reaches out to support former members and dependents of former members along with graduates, students and current and former Institute employees, the comparison of Institute membership figures acts as a benchmark for the reach of the Trust. Although beneficiary numbers declined during the year, the comparison to Institute Fellows and Associates remained at a similar level.

	30-Jun	30-Jun	30-Jun	30-Jun	30-Jun	30-Jun	30-Jun
	2023	2022	2021	2020	2019	2018	2017
Institute CGIUKI Fellows / Associates	7,910	8,308	8,601	8,865	9,173	10,126	10,417
Beneficiaries supported duringtheyear	75	75	86	77	77	85	77
Comparison to Institute CGIUKI Fellows / Associates	0.94%	0.90%	1.00%	0.87%	0.84%	0.84%	0.74%

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The Chartered Secretaries’ Charitable Trust

Risk management statement

Trustees continue to review how the Trust can meet the varied and changing needs of beneficiaries and potential beneficiaries both now and in the future. Factors considered include the risks associated with changing levels of demand and the type of support requested and whether the Trust has sufficient financial and other resources to meet these needs both in the short and long term. During the 2022 to 2023 financial year Trustees continued to focus on the risks associated with the changing relationship with the Institute and the ongoing services required to support the Trust. Accountancy services are outsourced to GSM and the Trust administration manages banking arrangements with support from Trustees. Investment performance is a key risk area for the Trust for Benevolence, Education & Research and Prizes. Investment performance and market conditions are regularly monitored to ensure the Trust can meet financial resource commitments. At each board meeting Trustees consider how to successfully deliver support and services within the charitable objects with particular focus on risks that may impact the ability of the Trust to meet the needs of beneficiaries. The 2022 to 2023 financial year saw rising inflation and interest rates. Despite the challenges, investment distribution levels were stable. Trustees confirm that monitoring controls and procedures adequately address the risks arising from the Trust’s activities, where it operates.

The format and content of the risk register is regularly reviewed with the full register reviewed at least annually.

In addition, Trustees and Support and Grants Committee members considered the risks faced by the Trust as part of the annual questionnaire.

The key risks highlighted for additional focus in the 2023 to 2024 financial year are as follows:

Raising awareness of the Trust and support available to reach beneficiaries.

Despite persistent challenging financial conditions beneficiary numbers continue to decline year on year. The Trust is faced with the risk of being unable to reach potential beneficiaries and a lack of awareness of the support available. There is also a risk that current levels of support may not be sufficient or broad enough to alleviate the needs of beneficiaries.

It is vital that Trustees respond to changing requirements of existing and potential beneficiaries within the Trust’s charitable objects, ensuring that support provided is appropriate to beneficiary needs. Without a clear view of the types of support required there is a risk that opportunities to assist beneficiaries will be missed.

Although inflation increases seen in the last 12 months appear to be slowing, the cost of living crisis is still affecting beneficiaries in relation to fuel bills and rising costs. Trustees are aware of the associated risks including the potential impact on requests for financial assistance, particularly if unemployment levels rise.

As the number of enquiries and applications from overseas increases, a key risk is the verification of circumstances and requirements as costs and standards of living vary by country. It is vital to raise awareness of the eligibility criteria for those overseas and within the new beneficial classes to manage expectations and provide relevant support where appropriate.

The longer term risk of declining beneficiary numbers and potential reduction in levels of support is the ability of the Trust to continue to operate in its current format. Trustees are mindful of the associated risks and will focus on strategic plans for the coming year.

Visitors

A continued risk for the Trust is to retain and engage visitors whilst recruiting additional visitors in areas of the United Kingdom and Republic of Ireland that are less represented. A risk to reputation and compliance is the management and education of visitors. It is vital to ensure that visitors have a thorough knowledge of the expectations of the role, are engaged in the work of the Trust, able to give feedback and take part in relevant training to support beneficiaries. Trustees will focus on opportunities to prepare training events to reach as many visitors as possible.

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The Chartered Secretaries’ Charitable Trust

Resource levels - Investments

Recent investment management changes have brought a greater focus on income as well as the long term protection of capital against inflation. Regular review of investment performance and the periodic review of investment strategy with expert advice will help manage and mitigate this risk. Current high inflation has meant that full capital protection has not been possible in the short term but XPS, the Trust’s investment consultant, remains confident that the targets remain realistic over a five year period.

The existence of significant reserves is also helpful in the long term as well as in the sort and medium term. The Trust will need to ensure that its capital is adequately protected against inflation and continue to seek a real return over time above CPI inflation.

The risks associated with turbulent market conditions, including a reduction in the value of investments and lower distributions than anticipated could have an impact on financial resources and limit opportunities to assist beneficiaries and deliver Education & Research funding and Prizes.

Resource levels – services provided by the Institute

The provision and withdrawal of services provided by CGIUKI is a key risk for the Trust and could impact the Trust’s ability to support existing and potential beneficiaries. Trustees are reviewing requirements for services going forward to ensure the Trust can reach and support beneficiaries in the most effective way within its charitable objects.

Resource levels - Staff

Trustees note the reliance on a small number of staff. Hybrid working is in place. Two part-time members of staff are employed by the Institute, working for the Trust. The Trust does not employ any staff. To reduce associated risks, Trustees will review succession plans in the coming year.

Resource levels - Board and Support and Grants Committee members

Trustees are mindful of the need to retain effective and efficient executive management of the Trust and maintain constructive communication between Trustees and members of the Support and Grants Committee and will focus on forward planning in the coming year.

Education and research

There has been limited demand for the Education and Research fund, apart from applications for the bursary for the certificate in Charity Law and Governance. A risk to the Trust is that opportunities could be missed to both support and encourage education and research in the governance field. Raising awareness of the Education and Research fund will continue to be a key consideration in the coming year. Trustees are mindful of the risk that increased demand could impact the Trust both in financial and resource terms.

Prizes

Prize funds are invested with external fund managers. Although prize funds have provided sufficient funds for the level of prizes to date, there is a potential risk that investments will not deliver sufficiently strong performance to fund prizes in the future.

The Trust relies on the Institute to identify prize winners and to make requests for payments to be made. Risks include changes to processes by the Institute outside the Trust’s control which could affect the provision of prizes going forward. There is also a risk that the Institute may not be fully aware that a particular prize is approaching exhaustion.

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The Chartered Secretaries’ Charitable Trust

Statement of Trustees’/Directors’ responsibilities

Company law requires Trustees, who are also the Directors of the charitable company, to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Charity and company law requires trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including income and expenditure, of the charitable company for that period. In preparing those financial statements, the trustees are required to:

• select suitable accounting policies and then apply them consistently; observe the methods and principles in the Charities SORP; make judgements and estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislations in other jurisdictions.

Disclosure of information to auditors

Each of the persons who are Trustees at the time when this Trustees Report is approved has confirmed that:

• so far as the Trustee is aware, there is no relevant audit information of which the Charity’s auditors are unaware, and

• the Trustee has taken all the steps that ought to have been taken as a Trustee in order to be aware of any relevant audit information and to establish that the Charity’s auditors are aware of that information.

Small company provisions

In preparing this report the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Auditors

The auditors Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

By order of the Board

F E Curtiss FCG FCMA Chairman Date: 6 December 2023

Page 29

The Chartered Secretaries’ Charitable Trust

Independent Auditor’s report

Opinion

We have audited the financial statements of The Chartered Secretaries’ Charitable Trust for the year ended 31 July 2023 which comprise the Statement of Financial Activities, Balance Sheet, the 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:

• give a true and fair view of the state of the charitable company’s affairs as at 31 July 2023 and of the charitable company’s net movement in funds, including the income and expenditure, for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's 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 Trustees’ Annual Report. 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

Page 30

The Chartered Secretaries’ Charitable Trust

Independent Auditor’s report

have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the Trustees’ Annual Report (which includes the directors’ report prepared for the purposes of company law) for the financial year for which the financial statements are prepared is consistent with the financial statements; and the directors’ report included within the Trustees’ Annual Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees’ Annual Report (which incorporates the directors’ 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:

• adequate accounting records have not been kept by the charitable company; or the charitable company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of trustees’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit; or the trustees were not entitled to prepare the financial statements in accordance with the small companies’ regime and take advantage of the small companies’ exemptions in preparing the trustees’ report and from the requirement to prepare a strategic report.

Responsibilities of trustees for the financial statements

As explained more fully in the trustees’ responsibilities statement set out on page 29, the trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the financial statements

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

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The Chartered Secretaries’ Charitable Trust

Independent Auditor’s report

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:

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 the Charities Act 2011, Companies Act 200 6 and GDPR and we considered the extent to which noncompliance 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 tax regulations.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed by the engagement team included:

• Inspecting correspondence with regulators and tax authorities;

• Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

• Evaluating management’s controls designed to prevent and detect irregularities; Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and Challenging assumptions and judgements made by management in their critical accounting estimates.

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.

Kathryn Burton (Senior Statutory Auditor) For and on behalf of Haysmacintyre LLP, Statutory Auditor Date : 7 December 2023

10 Queen Street Place London EC4R 1AG

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The Chartered Secretaries’ Charitable Trust

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 JULY 2023 Endowment funds 2023 Restricted Unrestricted funds funds 2023 2023 Total funds 2023 Total funds 2022 Note Income and endowments from: Donations and legacies Investments 3.333 177,122 3.333 177,122 2,343 4,203 Total income and endowments 180,455 180,455 6,546 Expenditure on: Raising funds Charitsble activities 9,200 191,899 9,200 196,699 7,015 297,643 3,750 1,050 Total expenditure 3.750 1.050 201,099 205,899 304,658 Net movement In funds before other reeognised gainslllossesl 13,7501 11,0501 120,6441 125,4441 (298, 112) other recognised gainslllossesl: ILossesllgains on revaluation of fixed assets 114,0201 980 162,0631 175,1031 187,332 Net movement in funds 117.7701 1701 182.7071 {100.5471 (110, 780) Reconciliation of funds: Total funds brought forward Nel movement in funds 107,558 117,7701 107.241 1701 5.315.478 182,7071 5.530.277 {100,5471 5,641,057 (110, 780) Total funds carriod forward 89,788 107,171 5,232,771 5,429,730 5,530,277 In the prior year, there was reslricled fund expenditure of £950 and endowment fund expenditure of £5,750 Ibolh included within charitable acliviliesl. All other income and expenditure was unreslricled. The Ststemenl of financial activities includes all gains and losses recognised in the year. The notes on pages 3 10 18 form part of these financial slatemenls. Page 33

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) REGISTERED NUMBER: 08602517 BALANCE SHEET AS AT 31 JULY 2023 2023 2022 Note Fixed assets Tangible assets Investments 11 12 539 5,425,507 342 5,613,610 5,426,046 5,613,952 Current assets Debtors Cash al bank and in hand 13 26,613 112,117 5, 766 116,807 138,730 722.573 Creditors.. falling due within one year 14 1135,046} (206,248J Net current assets I liabilites 3,684 (83,675) Total assets less current liabilities 5,429,730 5,530,27T Total net assets 5.429,730 5,530,27T Charity fund$ Endowment funds 16 89,788 107,171 ,232,771 107,558 107,241 5,375,478 Reslricled funds Unrestricted funds 16 16 Total funds 5,429,730 5,530,277 The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements. The financial statements have been prepared in accordan￿ with the provisions applicable to enlilies subject to the small companies regime. The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by.. F E Curtiss FCG FCMA Chairman Dale.. 6 December 2023 The notes on pages 3 10 18 form part of these financial statements. Page 34

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 General Infomiatlon The Chartered Secretsries, Charitable Trust is a registered charity with the Charity Commission for England & Wales (charity number.. 11527841 and a private company limited by guarantee, incorporated in England and Wales (company number.. 86025171. The principal place of business can be found on the reference and administrative details page. Accountlng pollcles 2.1 Basis of preparation of financial statements The financial slalements have been prepared in accordan￿ with the Charities SORP IFRS 1021 Accounting and Reporting by Charities.. Slalement of Recommended Practice applicable lo charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 1021 leffeclive 1 January 20191, the Financial Reporting Standard applicable In the UK and Republic of Ireland IFRS 1021 and the Companies Act 2006. The Chartered Secretaries. Charitable Trust 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 slated in the relevant accounting policy. 2.2 Going concern The Trustees have reviewed budgets and cash flow forecasts for 12 months from the dale of signing the Annual report. Trustees have come lo the conclusion that there are no material Un￿rtaIntieS relating lo the charity's ability lo continue as a going concern and that there are adequate resources to continue activities for the foreseeable future. Accordingly, they continue to adopt the going COn￿M basis of preparing the financial stalemenls. 2.3 Income All income is recognised once the Company has enlillemenl lo the income, il is probable that the income will be received and the amount of income receivable can be measured reliably. Legacies the recognition of income from legacies is dependent on establishing entitlement, the probability of receipt and the ability lo estimate with sufficient accuracy the amount reTrivable. Evidence of enlitlemenl lo a legacy exists when the charity has sufficient eviden￿ that a gift has been left lo them (through knowledge of the existen￿ of a valid will and the death of the benefactor) and the executor is satisfied that the property in question will not be required to satisfy claims in the estate. Receipt of a legacy must be recognised when it is probable that Il will be received and the fair value of the amount receivable, which will generally be the expected cash amount lo be distributed lo the charity, can be reliably measured. Interest on fvnds held on deposit is included when receivable, this is normally upon nolificalion of the interest paid or payable by the Bank. Dividend income is recognised upon receipt. Donations are accounted for when re￿ived. Donated ServI￿S are recognised on the economic value of the services provided as if the charity had incurred the expenditure. Page 35

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Accountlng pollcles Icontlnuedl 2.4 Expenditure Expenditure is recognised once there is a legal or constructive obligation to transfer economic benefit to a third paty, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is classified by activity. Where no conditions are attached to the awarding of a grant, it is accounted for in full in the year in which il has been awarded. Prizes are recognised immediately upon the necessary awarding conditions being met. Loans to beneficiaries are expensed in the year in which the loan is awarded. Repayments of beneficiary loans are taken to incoming resources when recovered. Raising funds- payments under this category represent investment management costs. Support costs - are those administrative costs which enable fund generating and charitable activities to be undertaken. Where costs relate lo more than one expenditure category, costs are apportioned on an appropriate and consistent basis. Other support costs, include the costs of compliance with conslitulional and ststutory requirements and auditor's remuneration. Expenditure on raising funds includes all expenditure incurred by the Company lo raise funds for ils charitable purposes and includes costs of all fundraising activities events and non-charitable trading. Expenditure on charitable activities is incurred on direcuy undertaking the activities which further the Company's objectives, as well as any associated support costs. All expenditure is inclusive of irrecoverable VAT. 2.5 Interest receivable Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the Company,. this is nomially upon notification of the interest paid or payable by the institution with whom the funds are deposited. 2.6 Tanglble flxed assets and depreclatlon Tangible fixed assets are initially recognised at cost. After recognition, under the cost model, tangible fixed assets are measured al cost less accumulated depreciation and any accumulated impairment losses. All costs incurred lo bring a tsngible fixed asset into its intended working condition should be included in the measurement of cost. Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives, using the straighl-line method. Depreciation is provided on the following basis.. Computer equipment 330 Page 36

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Accountlng pollcles Icontlnuedl 2.7 Investments Fixed asset investments are a form of financial instrument and are initially recognised al their transaction cost and subsequently measured al fair value al the Balance sheet date, unless the value cannot be measured reliably in which case it is measured al cost less impaimient. Investment gains and losses, whether realised or unrealised, are combined and presented as 'GainsllLossesl on investments, in the Statement of financial aclivilies. 2.8 Debtors Prepayments are valued al the amount prepaid net of any trade discounts due. 2.9 Cash at bank and In hand Cash at bank and in hand includes cash and short-term highly liquid investments with a short maturity of three months or less from the dale of acquisition or opening of the deposit or similar account. 2.10 Llabllltles and provlslons Liabilities are recognised when there is an obligation at the Balan￿ sheet dale as a result of a past event, it is probable that a transfer of economic benefit will be required in selllemenl, and the amount of the settlement can be estimated reliably. Liabilities are recognised at the amount that the Company anticipates il will pay to settle the debt or the amount it has received as advanced payments for the goods or ServI￿S it must provide. 2.11 Flnanclal Instruments The Company only 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 al their settlement value with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method. 2.12 Fund accountlng General funds are unreslricled funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the Company and which have not been designated for other purposes. Restricted funds are funds which are to be used in accordance with specific reslriclions imposed by donors or which have been raised by the Company for particular purposes. The costs of raising and administering such funds are charged against the specific fund. The aim and use of each restricted fund is set out in the notes lo the financial statements. The endowment fund represents an expendable endowment fund being a fund that is invested to produ￿ income. The Iruslees have a legal power to convert all or part of it into an income fund which can then be spent for the purposes of the charity, if the Iruslees choose lo do so. Page 37

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Crltlcal accountlng estlmates and areas of judgment Estimates and judgments are continually evaluated and are based on historical experien￿ and other factors, including expectstions of future events that are believed to be reasonable under the circumstances. The preparation of the financial statements requires management lo make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet dale and the amounts reported for income and expenditure during the year. However, the nature of estimation means that actual outcomes could differ from those estimates, but these are unlikely to be material. Page 38

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Income from donatlons and legacles Unrestricted funds 2023 Total funds 2023 Donatlons Donations- benevolence Donations- trustee discretion Gift aid donations - benevolence Gift aid donations- trustees dist￿tIOn 873 805 289 385 873 805 289 365 Legacies Legacies - benevolence 1,001 1,001 Total 2023 3,333 3.333 Unrestricted funds 2022 Total funds 2022 Donations Donations- benevolence Donations- trustee discretion 879 973 879 973 Gift aid donations - benevolence Gift aid donats'ons- trustees discretion 491 491 Legacies Legacies - benevolence Legacies - education Total 2022 2,343 2,343 Page 39

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Investment Income Unrestricted funds 2023 Total funds 2023 Dividends Interest income 177,052 70 177,052 70 Total 2023 177,122 177,122 Following a review of the investment income in 2022123, it was noted that an amount of £802 from CCLA, induded in the above figure for Dividends, actually relates to July 2022 and should have been included in the Dividends income figure below (for 20211221. No prior period adjustment is considered necessary as the amount is immaterial. Unrestricted funds 2022 Total funds 2022 Dividends Interest income 4,197 4,19T To1812022 4,203 4,203 Investment management costs Unrestricted funds 2023 Total funds 2023 Investment management fees 9,200 9,200 Total 2023 9,200 9.200 Page 40

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Investment Management costs {contlnued} Unrestricted funds 2022 Total funds 2022 Investment management fees 7,015 7,015 Total 2022 7,015 7,015 Anatysls of expendlture on charltable actlvltles Summary by fund type Endowment funds 2023 Restrlcted Unrestrlcted funds funds 2023 2023 Total 2023 Benevolen Education & Research Prizes Other support costs 148,179 9,145 148,179 10,195 3,750 34,575 1,050 3,750 34,575 Total 2023 3,750 1,050 191,899 196,699 Endowment funds 2022 Restricted Unrestricted funds funds 2022 2022 Total 2022 Benevolence 242, 750 7,311 242, 750 8.261 Education & Research Prizes 950 5, 750 5, 750 40,882 Other support costs 40,882 Total 2022 5, 750 950 290.943 297.843 Page41

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Analysls of expendlture by actlvltles Activities undertaken directly 2023 Support costs 2023 Total funds 2023 Benevolence 37,775 10,195 3,750 110,404 148,179 10,195 3,750 34,575 Education & Research Prizes Other support costs 34,575 Total 2023 51,720 144,979 196,699 Activities undertaken directly 2022 Support costs 2022 Total funds 2022 Benevolence 65,657 8.261 5, 750 177,093 242, 750 8.261 5, 750 40,882 Education & Research Prizes Other support costs 40,882 Tol812022 79,668 217,975 297,643 Page 42

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Analysls of expendlture by actlvltles Icontlnuedl Analysls of dlrect costs Benevolenc Educatlon & Research 2023 Total funds 2023 Total funds 2022 Prizes 2023 2023 Alams Benevolence allowances Irregular grants Winter grants Christmas grants Rentals & licences CGIUKI membership subscriptions Prizes awarded 558 558 626 19,565 12,803 4,000 3,400 6,877 19.565 12.803 4,000 3,400 6.877 28.452 22,673 4,400 3, 750 7,627 3,587 3.587 6,300 7,645 12,946} {10.069} 4,229 6, 700 7,311 (6, 100) 2,550 7,645 3,750 Bursary Interest free loans Irepaidl Adjustmenlslcorrections 12,9461 110,0691 Total 2023 37,775 10,195 3,750 51,720 79,668 In preparing the financial statement for 2022123, it became clear that some of the recharged costs be￿een the Trust and CGI had been duplicated. The amount owed to CGI has been corrected al the Balance Sheet dale and the adjustment amount of -£10,069 reflected above. This has reduced the overall level of Benevolen￿ costs for the year as a result. Interest free loans consists of a loan amount awarded in the year of £4,000 and a balance of £6,946 paid back. Page 43

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 Analysls of expendlture by actlvltles Icontlnuedl Analysls of support costs Other support costs 2023 Benevolenc Total funds 2023 Total funds 2022 2023 Benevolence volunteer costs 375 375 4,136 115.074 2,492 27,947 508 Recharge of salary costs Committee expenses CGIUKI management charges Bank charges Office costs Visitor expenses Legal & professional fees Da18 protection register Audit fee Board sofvare 58,735 5,226 19,680 816 14,684 73.419 5.226 24,600 816 4,920 7,764 163 17,645 7.764 163 17,645 35 13.337 8,338 33,865 35 35 12,180 2,756 12.180 2.756 9.840 2,403 Total 2023 110,404 34,575 144,979 217,975 Auditors. remuneration 2023 2022 Fees payable to the Company's auditor for the audit of the Company's annual accounts 12,180 9,840 10. Stsff costs. Trustges. remuneration and expenses Key management personnel consists of the board of trustees. During the year, no Trustees re￿iVed any remuneration or other benefits 12022 - £NILJ. The charity has no employees. Permanent staff are employees of the Chartered Governance Institute UK & Ireland ICGIUKII and are recharged at cost to the charity as appropriate. During the year ended 31 July 2023, expenses totslling £1,410 were reimbursed or paid directly lo 3 Trustees (2022 - £65 to l Trustee) in respect of travel and subsistence expenses In the year. Page 44

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 11. Tanglble flxed assets Computer equipment Cost or valuation At 1 August 2022 Additions 8,636 691 At 31 July 2023 9,327 Depreclatlon At 1 August 2022 Charge for the year 8,294 494 At 31 July 2023 8.788 Net book value At 31 July 2023 539 At31 July 2022 342 Page 45

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 12. Flxed asset Investments Listed investments Cost or valuation At 1 August 2022 Disposals Revaluations 5,613,610 {113.0001 175,1031 At 31 July 2023 5,425,507 Net book value At 31 July 2023 5,425,507 At31 July 2022 5,613.610 The historical cost of listed investments held al the balan￿ sheet date is £4,965,134 12022 £5,078,134). 13. Debtors 2023 2022 Due within ong yoar Prepayments and accrued income 26.613 5, 766 26,613 5, 766 14. Creditors: Amounts falling due within one year 2023 2022 Trade creditors 399 122,976 60, 786 22,486 Other creditors Accruals 82,728 51.919 135.046 206,248 Page 46

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 15. Flnanclal Instruments 2023 2022 Financial assets Financial assets measured al fair value through income and expenditure 112.117 116,80T Financial assets measured at fair value through income and expenditure comprise cash al bank and in hand. Page 47

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 16. Statement of funds Statement of funds - current year Balance at 1 August 2022 Galnsl Balance at (Losses) 31 July 2023 Income Expendlture Unrestricted funds Benevolen￿ fund Education fund 5,031,055 284,423 180,455 {191,9541 19,1451 {42,569} 4,976,987 (19,494) 255,784 5.315,478 180.455 {201.0991 162.063} 5.232,771 Endowment funds Prize funds 107,558 13,7501 {14,020) 89,788 Restricted funds Ralph Bell Legacy Jenkins Gibson Fund Patrons Fund Leaman Trust Manchester & District Centenary Prize Fund 102,434 16001 980 102,814 1,115 1,000 1,747 1,250 1,847 12501 11001 595 11001 495 107,241 11.0501 980 107,171 Totsl offunds 5,530,277 180,455 {205.8991 {75,103) 5,429,730 Restricted funds comprise: The Ralph Bell Legacy and the Jenkins Gibson Fund were established in 1973 and 1962 respectively, lo provide income for the advancement and promotion of education and training in the law and practice of the Profession of Secretaryship. The former Manchester and District Branch C￿ated a Regional pr￿e lo mark its Centenary, funded by donations from individuals. The Patron's Fund provides for the award of prizes to Students in Commonwealth Countries. In March 2019, the VS Leaman Trust transferred their funds lo the charity for the award of prizes lo students in Wales. Endowment fund: Expendable endowment funds are held to generate income for charitable purposes, for the awarding of prizes in accordance with the Grant aid policy for prizes. In respect of the Prize Fund, when the expendable endowment held within a 'Named Prize, is exhausted, the awarding of the prize is discontinued. Page 48

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 16. Statement of funds (contlnuedl Statement of funds - prlor year Balan￿ at f August 2021 Gainsl Balan￿ at (Losses) 31 July 2022 Incom8 Expenditure Unrestricted funds Benevolen￿ fund Education fund 5, 138,099 285,514 5,573 973 (290,647) (7,317) 178,030 5,247 5,031,055 284,423 5,423,613 6,546 (297,958) 183,277 5,315,478 Endowment funds Prize funds 111,317 (5, 750) 2, 191 107,558 Restricted funds Ralph Bell Legacy Jenkins Gibson Fund Patrons Fund Leaman Trust 101, 170 1,115 1,500 1,947 (600) 1,864 102,434 1.115 1,250 1,847 (250) (100) Manchester & district Centenary Prize Fund 595 595 106,327 (950) 1,864 107,241 Totsl offunds 5,641,057 6,546 (304,658) 187,332 5,530,277 Page 49

THE CHARTERED SECRETARIES. CHARITABLE TRUST IA company limited by guarantee) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2023 17. Analysls of net assets between funds Analysls of net assets between funds - current year Endowment funds 2023 Restrlcted Unrestrlcted funds funds 2023 2023 Total funds 2023 Tangible fixed assets Fixed asset investments Current assets Creditors due within one year 539 5,425,507 164,0291 1129,2461 539 5,425,507 138,730 {135.0461 94,538 14,7501 108,221 11,0501 Total 89,788 107,171 5,232,771 5,429,730 Analysis of net assets between funds - prior year Endowment funds 2022 Restricted un￿Stricted funds funds 2022 2022 Total funds 2022 Tangible fixed assets Fixed asset investments Current assets Creditors due within one year 342 103,034 5,389,418 5,157 117,416 (950) (191,698) 342 5,613,610 122,573 (206,248) 121,158 (13,600) Total 107.558 107,241 5,315.478 5,530,277 18. Related party transactions The Chartered Govern8nce Institute UK & Ireland ICGIUKII provides services including staff and 8dminislralion support. Costs for lime spent and services provided are charged through a management charge and the recharge of salary costs. During the year, CGIUKI charged the Trust a management charge of £24,60012022 - £27,947) for ils share of administffttion costs and £73,41912022 - £115,0741 in respect of staff salaries. An amount of £82,72812022 - £180,3751 was owed lo CGIUKI as at the b81anee sheet dale and shown within Other Creditors per Note 14 (prior year b81ance split between Trade Creditors and Other Creditors). Tot81 donations received during the year from trustees was £1012022- £101. There We￿ no other related paty transactions in the year. Page 50