Registered numbgr: 10326313 Charlty number: 1170217 THE RGSW AND AOS FOUNDATION (A company Ilmlted by guarantse) TRUSTEES. REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2022 THE RGSW AND AOS FOUNDATION IA company limited by guaranto9) CONTENTS Page Reference and admlnlstratlve detalls of the Company• its Trustèèg and advlsers Trustees. report 3-12 Independent auditorfs report on tho finanGlal 8tatomgnts 13-16 Statsment of fln•nclal actlvltl68 17 Balanco shaet 18 Statsment of ¢￿h Il¢)w8 19 Note8 to the flnanclal ¥tatgmgnts 20-34 THE RGSW AND AOS FOUNDAnON IA eompany Ilmtted by guarnnt801 REFERENCE AND ADMINISTRATIVE DETAILS OF THE COMPANY, ITS TRUSTEES AND ADVISERS FOR THE YEAR ENDED 31 AUGUST 2022 Trustees Mr Timothy Curtis {Chairl Mrs Rosernary Frances Ham, (resigned as Deputy Chair 21 October 2021) Mrs R￿he1 Wyatt Mrs Emma Jan8 Benlley-Hughes {re5igngJ 27 February 2022> Mr Jwalhan David Arr. lappoinled 83 Deputy Chair 21 Octoter 20211 Mr Andrew Hampden Greenway Mr Gary Paul Rouse Mr John Mad( Gibson Mrs Katherine Mary w¢)￿IngtOn Mrs Yvonne Wood {appointed 26 May 2022) Company regl8terod numb•r 10326313 Ch•rlty rtylstsred numb¢r 1170217 Reglstered offic• The Royal Grammar SchcKI Worcester Upper Tything Worcester WR11HP Senlor management team Scott MaCDc￿a1d. FOundat￿)rt Director Independent audltor Crowe U,K. LLP Blaek Country House Rounds Green Road Oldbury Wesl Midlands B69 2DG 8ank8rs Lloyds Bank 4 The Cross Worcester WR13PY Page 1 THE RGSW AND AOS FOUMDATION {A company Ilmlted by guarantoe) REFERENCE AND ADfvIINISTRATIVE DETAILS OF THE COMPANY, ITS TRUSTEES AND ADVISERS CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2022 Solieitorn Stallard March and E¢)Iv8rds ISME so1￿110￿5} 8 Sansome Walk Worcester WR1 1LW Page 2 THE RGSW AND AOS FOUNDATION IA company limited by guaranteè) TRUSTEES. REPORT FOR THE YEAR ENDED 31 AUGUST 2022 The Trustees present their annual report together with the 8udf(ed financial statements of the Company for the 1 September 2021 10 31 August 2022. The Annual report seNes the purposes of both a Trustees. report and a directors, report under company law. The Trustees confimi that thè Annual report and financial stslements of the charitable company cerfnply wth the current statutory requirements, Ihe requirerrents of the chariiable Gompanls goveming document arKI the provisions of the Statement of Recommended Pract￿8 ISORPI 8pplicabl8 to charities preparing th￿r accounts in accordance with the Financial R8Wting Standaré appl￿ble in the UK and Republic of Ireland {FRS1021 leffective 1 January 2019). Slnce th8 Company qualifies as small under seclion 382 of the Comp8ni88 Act 2006, th8 Slratagic report raquired of medium and large companie8 under the Companies Act 20C6 Islrategie Report and Directors, R8PQrt) Règulations 2013 has been omitted. Oblectlve8 and actlvltl . PolScl•8 and objèctlvèg The Found81ion is a separate charity lo RGS Worcester Ithe 'School'} ￿1¢h ¢omprises RGS Worcester, RGS SprirwJfield. RGS The Grange and RGS Dodderhill Reference to the SchcKJlls}. RGS or RGSW in the follthng raport should bè tak6n lo mean any andlor all of the four RGSW schools. The Foundalty?n undertakes 8ctivitie5 solely to 8UF¥lOrt the School and ils pupils The Foundation is governed by its Article8 of Association. It also has pollcie8 lo cover its operation including the recruitment of suilabb Irusleas. their ongoing fitness to bè a trustee. ¢onfltls of int8re#l, the running of d8CiSK*n making meetings. and ils ethical approach lo fundraisin9. Trustees arg bound by its Code of Praciice and sU￿rt declarab'ons of int8resl. All Iru8tees are subjeci to D8S checks. The Foundation's Oblectg from the Articles of Ass¢xiatKJn are." lal advancing the education of the pupils at th8 Schools ty. lil providing and as$isling in the provisbn of facilitles and re80urces {induding prorni88S, equipment and services) for education al the Schools., lill awarding lo pupils al the Schwls {or for their tenefftl bursaries. scholarships, maintenancè allowances or grants, or making loans tc pupils or for their benefit. or providing pupils with books, equipment or ¢lclhing for the purpo$e5 of thèir education- lili) providing any part of their ed￿allOn (Ind￿ling the study ol music or other art$ or wcial or physical education)., INI assisting them lo undertake travd in furtherar￿e of their èdLKation,' Iv) helping them lo prepare for entry into any other educational establishment or into any oG¢upation, trade or profession on leaving the Sthools. Ivi) developing their mental. physKo1 and moral capabilriies through ￿lSUre time %tivitie8. Ibl advancing the educalion of persons who are educated by or with the support of the Schc4)Is Charty by supporting the charitable objecls of the Schwls Charity, by.. lil making giants or loans or otherwise prowding financial support lo ts Sthools Charty for its general charitable purposes or for speeffie charitable purposes., lill doing in relalion lo Ihe Schools Charity and its charty benefi￿orIeS any of the things which are permitted in relation to the Schods artd their pupils by article 2_1 lal., Icl in connection wth the Schools or the Sch￿￿ Charity. promoting the education of people underthe age of 25 years in county of W0￿stershIre in such voys as the Trustees think fit, including by.. lil enabling them lo have access to and to make use of educatKJnal facilities and resourees of the Schools or of the Schools Charrty; or lil) attending the SchLxJIs. Page 3 THE RGSW AND AOS FOUNDATION IA company Ilmlted by guarant88) TRUSTEES. REPORT {cO1￿lNUEO) FOR THE YEAR ENDED 31 AUGUST 2022 Ob}eGtives and activiti88 (contlnu&d) b. Advltles for achlevlng obJoGtlve¥ To support thè School w￿h financial donations to provhje.. additional means-l8st￿ bursary plw and hardship funding; Improvements lo the RGS Schods, estatè", the ability to undértaké other smaller projects lo further educath?n provision within thè Schoc4$. The Truslees have tasked the Foundatson Offic6 led by the FoundatM)n Director to in$ligat8 fundralsing across th8 following areas.. dirècting fundraising 8ppeals to alumnl, ex-staff and paffjnls with the requèst they support the provision of additional bursary places at RGS Schools. Donations will be used lo lund places al th6 Sch¢XJl to enable children wh¢)$8 famili0$ who ¢ould Tr31 othe￿is8 aff￿d ts f6as to receive 8n RGS education., directing fvndraislng appeals lo alumni, parents and ex-stsff seeking donations t¢)wards the development of Capital Projects that the Sch&)I Is planning, namèty a Hockey Centr8 al Perdiswg11 and an Indwr Tennis and Netball Centre on the RGS Woreesler campus., réquesting parents of each Upper Sixth leaving group donate their child's r8fiJndable ioining deposit to support bursaries or hardship awards or other initiative$ identifia(I by the Hoadmasler, dlrectiro fundraising appeals to alumni. ex-staff and parents with the request they make a legacy gift lo tho Foundation in order to provide funding in support of bursaries al RGS or other aspects they would most like lo support in the School", applwng for grants to awarding foundations and organisatKsn$ in Support of the Foundation's objeGtive$', publishing an annual Impact Rewl that eyplains vthat fvnds have been raised and htY*V they hgve been appl*d to generate OLrtcomes aligned lo the Charty's Obiecls. c. Maln actlvltles undertaken to further the charity's pun)oses for the publlc benefit In setting obj8Ctiv@s and planning activitses, the Schoofs G¢)vemors have gNen careful consideration lo the Charity Comm18sion'8 general guidance on Publlc Benefft. The Foundation works to adVa￿e the education of pupils al the RGS Woreesler Famity of SchcK)Is and in doiThJ so, actively helps lo deliver the Public Benefit delivered by RGS. It will do this by wvjening access to the Sch￿] through the pruvision of addit￿n?1 bursary $upport&d places. These wll be available to chiklren from local families who meet the acadèmic entrance requirements bul would not otherM5e be able to afford the sthod fees. P18ces fund8d by donations wll be in addition lo those futKled by the Sthool. Bursaries wll be means4ested to ensure all recipients are in gènuin8 neéd of the financlal support. The Foundation will also raise funds to suppy)rt capital Pfojects al RGS Worcester that wll further the provision of edueation and where appropriate wll benefit the local community. For example, during 2020-21 the Foundation Office raised funds for the new Worcester Inlemabonal Hockey Centre that is being developed by RGS In partnership wrth Worcester Hockey Club. wtih the full support of w0￿$ter City Council. The new f8¢ility openoj in November 2021 and offers intemabonal standard pilehes th81 will artrad top waches and will widen community access to the sport. This Centre wll be used by RGS pupils bul will also be available to Worcester Hoekey Club membets. pupils from other loGal sclKK)ts and St￿lents ftom the Universty of wOr￿Ster. Page 4 THE RGSW AND AOS FOUNDATION (A company limitèd by guarant•e) TRUSTEES. REPORT {CONTINUEDI FOR THE YEAR ENDED 31 AUGUST 2022 Objectives and activities Icontlnuodl Achl•v•ments and p•rforniance . Revlew of actlvltles Tim Curtis eonlinu•d as Chalr of the Foundat￿)n. The d￿lS1On wa8 taken by the Board to rotate the role of Deputy Chair annualty lo widen experiènce am¢)ngst Tnjstees and to a5S15t wrth suc￿$510n planning. At the AGM on 21 OCto￿r 2021, Jonny Arr bacar￿ the Deputy Chwr. taking over from Rosemary H8m. Gary Rouse remained as Chair of th8 FlnanGe Cornm￿8e. On8 Trustee re8lgn&d from the Board in Febnjary 2022.. Emma BentIey-Hug￿$, the Board expre8sed tis gralilude for her service lo the F¢￿ndatIon. One Trustee was appointed lo the Board in May 2022, Yvonnè Wood. Yvonne worked at Doddarhill School for a number of years as PA lo the Headmistress and brings a wealth of knowledge lo th8 FoundatKJn relaliTha to Dojdèrhill School She wll work with the Foundation Officg 10 establish ￿gagement with Dodderhill fomw pupils and ex-$taff. The Trustees have idèntifled 12 as being the optimal number of Trustees on the Board and will appoint Board members when suitable candidate$ have been identified. Durlng 2021 the Trustees continued to work re￿￿elY to minimise the ri8k of Covid-19 tran6mi85ion. It was wkh great ple8sure thet meetings resumed in perwn 81 RGS Worcester dudNJ 2022. Covid prevention measures were adopted ond the onl1r￿ facility remained in place lo 8nable hlorKJ meetings which provèd successful. The use of online and hyorid m8•1ings enabled the charity to fulfil its ro￿ on behalf of the School and (És pupIIs. Hybrid working will conlinue lor the foreseeable fulure to m￿MIse Trustee p8rtiGipalion al meetings and to ¢￿er onvenience lo Ihe Trustees, who a￿ all volunteers. The year was marked by signfficanl Pefwinel Changes in the Foundation Office. The long seNing Foundation Offiee Administrator left their post in September 2021 and thè Sehcol deferred recruitment until 2022 to enable a review of Support Staff requirements in loht of wbder chan9e5 across a number of departments. The Development and Alumni Relations Manager who joined in Septembèr left thelr wst in February 2022. Thi5 meant that the Foundation Director ran thg department ah)ne for periods of time whith had an impact of what was achievabk. The Foundation Director made a series of successful apwntmenls during 2022 to implement the Foundatlon Off￿$ team slructvre rècommended by the Graham-Pelt¢)r¢ Reviw in 2020. An 8xperien￿d schools Development and Alumni Relations Manager joined in April 2022, 8 Foundation Office Assistant was appointed in June 2022 and a Database Assistsnt started in September 2022. Fdl¢)wing onboarding actmlies, these roles have ft88d up time for Ihe FoundalK)n Director lo focus on major gift fundraising while ensuring all aspects of the operation receive dedicated fccus. Burnaries remained the Pr￿rty fvndrdising cknjective forthe Foundab'on to support the Schod. Existing bursary SF*JnsoTr coniinued to provide support to pupils they alre￿ funded wrth one Sponsor commilling to funding a 100Yo bursary reapient from Year Seven through to the Upper Sixth lend of their school carèerl. The donations made by indNklual sponsors were 5uppleft￿nted with smaller donations made as single grfts and 05 recurring gifts. A total of £93,881 was Iransferred frcth the Foundatv)n to RGS during 2021122 to fund bursary places representing 13.6% of Ihe means4esl8J bursary funding awarded by the School during the academiG year. Pag8 5 THE RGSW AND AOS FOUNDAnoN (A Company limited by guarantw) TRUSTEES. REPORT ICONTINUED) FOR THE YEAR ENDED 31 AUGUST 2022 A¢hl•vaments and perfomiance {cOntinU￿ The laTgesl single gift to the Foundatk)n was receNed in June 2022 when a Us-basèd fomer pupil of RGS transferred ownérshlp of his former famity home in ma￿ern and ils contents to the charity wr(h the express intent that the Trustees s811 the propety as soon as wssible to raise funds that are to be usad to provide additional bursory placès al RGS. The property 15 unique and al the year end was valued al over £500.000 by e$tsle agents. Al th8 lime of compiling the report it is being ¥lNely markel8d lor sale and lh8 Trusl88s havo aecgpled an offer of £475,OCQ (subject lo contract). This price r8nects the mathet conditions and othloc&. The planning application for an Indoor Tennis and Netball Cenlre on the RGS Worc8sler campus lo be developed by RGS in partnership wrth the L￿n Tennis Association (LTAI remains temporarily defer￿d lo enabk* further eonsult8tion wilh local reS￿￿ents in reL4tion to traffic mowenls. It is an1￿1Pated that th& planning application will be submitted in earty 2023 and fijndraising activities will follow when pemii8sion has been granted. The donor from the alumni communty who has pledgèd a sKJnificanl donation lo the Foundation for u88 In the project remains committed and a grant awarding bcrtyy has pledged a 8ignrficanl contribution through tha Foundation when plannlng pemiission Is granted. The Trustées will be able lo Gall on these gifts to support the School when conslnjcb'on commences. b. Fundralslng •¢ttvltles The Foundation chanty i¥ run by the Foundation Officè whlch is part of the Schogl and its 8taff are employees of RGS Woreeslar. The Found81ion Offits seeks donations ftom tha alumnl of RGS Worce¥ter. the Alice Ottley School IAOSI arKI Dodderhill School, as well as from parents of pupils at the four RGS schools. Grant applications arg made to awarding bcilies that can help the FOundat￿)n to support the wo¢K of the School. Prospective donors are asked lo support burnar￿8. capital projects and the provision of Smal￿r items to further the eduGal*)n of pupils at RGS. The Foundation Office man￿9$ an alumni website Iwww.rg$wgndaos.foundationl which provides detsils of the areas for whieh funds are required and provwjes an online giwng faeillty that incorporate5 Grft Aid, whore 8pplicable. Opportunities to thjnale will also be outlined In the inaugural annual Impact Report which wll be circulated in December 2022, as well as in direct mailing requests and on SO￿81 media post$. The Trustees provKb the overslght 8nd sd th8 strategic fundraising objectives for the charity. The Foundation subscribes lo the Fundraising Regulator. The Foundalion Office eonducts fundraising for the Charity and abides by th8 Fundraising Code published by the Fundraising Regulator. There were no failures to report from th8 rep￿ing period. Trustees regularty revithv the actNilies of th8 Foundation Office arKI meet with its staff fomialty each term to discuss fundraising activities and priorities. Trustees also speak wrth the Foundation Office staff be￿een fomal Board meetings Ihrcmjgh Working Grtsjps meetings and individual CAJnlact when relevant. No cJ)mplainls have been recewed to dale regardiro the FoundatDn, the Foundation oirtc¢ staff or the Trustee& The Foundation Office provides mechanisms for alumni, ex-staff and parents to change their communicatio preferences whieh include ena￿Ing anyone lo stop further contact from the Foundalion Office within all ils communications. As soon as an indimdual makes a wu8St to cease receiving contact from the Foundation Office either via a particular channel or from all channds, this is actioned and recorded lo prevent staff in the future from inadvertently Tnaking contxt. When made aware. Ihe Foundation Office promptty ceases cofflmunication8 with anyone may rM)t have the capacty to understand a fundraising request le.g. when an individual move8 into a care home or a parenvpartnerlchild infomis of a health issue impading someone who would otherwise wish lo receive communication51. Page 6 THE RGSW AND AOS FOUNDATION (A Company Ilmited by guarantee) TRUSTEES. REPORT ICONTINUEO) FOR THE YEAR ENDED 31 AUGUST 2022 Achl•vom8nts and perfomianco Icontlnuedl c. Invostmant policy and p•rfomianca The Trustee$ have maintsined a cautious appnxh to investments during a perlcd of considerab18 global mark81 unc8rtainly, due largely to the war in Ukraine, increasing energy costs and high inflation. Thè Foundation'$ Investment Policy frame5 the Board's approach to investing, reviewing performance and daclslon making. All investments will be made with ethtcal consideration$ being central to th8 decision making process. The Board retained tho chority's Investments in CCL4's Chanties Ethical Investsnent FuTrJ throughout thg year. Th8 COIF Charities Elhlcal Inveslm&nl Fund has a numbar of eXclus￿)n8 lo ils portfolio, for example.. Companies Ihal derive more than 5% of théir ince4ne from the exira¢tion of oil Sands or energy coal.. Companles that derivè more than 10% of their revenue from extracting and refining eoal. dl or gas., Investment is prohibited if companies are involved in the production of nuck*ar weapons, landmines or ¢lu8tar munitions.. no Sovereign Debt from countn89 identified by the Ethical Fund Advisory Committee as being the most cppre5sIvè', Companies that derive 10°h or rnC￿e from tobacco. 8kohol or gambling. A full list of exclusitin criteria can be viewed on tho fund factsheet whKh 18 available on fv websrte Iwww.CCLA.co.ukl. Perfomanc6 wlll continue lo be monrtored by the Finance Committea in line the Foundation's Investment Policy. Tha Trustees have committed lo investing endowed funds in products that &lively pursue ethical investing policies because this reflects the values of the Trustees, as well as of the S¢h¢)ol which the Foundation exists to support. The Financè Committee tracks th8 value of invasted funds an(1 reviews the inveslmenl strategy regularly to ensure it satisfies a medium4ow risk approach and meets ethical and responsible investment criteria. When total funds held by the charity reaches £1m the Trustees will enggga the seryices of profe8slonal investment speualisls to review eptions and adw'se the Board to enable decisions to be taken. The Alltè Ottl•y Bursary Fund. In D?￿rnber 2017, 1.718 units hgkl In COIF Charille8 Investment Fund (valued at £25,266} which had been purchased with donalions for the AO Bursary fund were transferred from The Royal Grammor Schcx)I Worcester to The RGSW and AOS Foundation. Funds of £&8,626 were held in COIF Chgrilies Ethical Investment Fund as al 31 August 2022. The Anthony Reay Wheeler Bursary Fund. This fvnd was designated in May 2013 with Ihè legacy from a former Master of the School. In December 2017, 24,163 unrts held in COIF Charitles Investment Fund (valued at £355.3351 including some re51rKted funds were transferred from The Royal Grammar School Worceslar lo The RGSW and AOS Foundation. The funds w6ra transferred as unrestricted fvnds and deS￿nated by the Trustees of The RGSW and AOS Foundatson. Funds of £521.169 were held in COIF Charitles Ethical Investment Fund 88 at 31 August 2022. The Foundation Annual Fund. This lund compnses bursary thnalions to the Foundation other than those given for the two named end0y￿ent bursary. This fund includes the advance payments of fees for pupils being $ponsored by donors which will be drawn dwn for payment to thè School wi(hin five years. Funds of £107.754 were held as al 31 August 2022 Page 7 THE RGSW AND AOS FOUNDAnoN IA company limited by guarantee) TRUSTEES. REPORT (CONTiNUED) FOR THE YEAR ENDED 31 AUGUST 2022 Financial review . Golng concom Al the lime of ￿porting, the Covid-19 pandemic 8ppeaTS to have ended In terms of impact but the war In Ukraine, the projecled incr8ase in energy costs, the high infiab'on rate and the market volatility affecting the value ol sleding mean that the charity is operats'ng in uncertain times. HL)wever, RGS has managed the pandem except￿nallY well Ihrough its globally recognised Oigilal Leaming Programme, pupil numbws have 9r¢)wn and the School remains in a stable finanGial position. The Trustees continue lo monitor the Foundation'$ ebilty to conduct fundraising operalthis. Despite the current circumstances, the Tmslees believe that the charitys financial resoure8s and contingency p&qnning is SLrfficienl to ensure th8 ability of the company to continue as a going concem for ts foreseeable fvlure, b￿n9 at lea81 8lve months Irom the date of approval of these financial stalements arKI tharaforé havè prepared th8 financial 8ts1amants on a going concern basis. Please see the Ri¥k Management sectlon of th18 report for moro detaits of Ihe prciected impa¢t on the Foundation b. Flnanclal r•vlew The Trustees conshder the Foundab'on lo be in a soun¢J financial positfjon suffiGi8nt resoNa8. c. R•8•rrf•8 pollcy The Trustees will 8ndeavour lo transfer to the SchthJ as much of the funds raisad as soon as possible while ob8eNing the conslrainls placed on restricted gift$ and any slalemenl of wishes made on unre5tricled gifts, thereforè mainlalning minimal reserves. Where grfts have been r￿1ved for either of the named bursary funds these will be added to grow the capital base Ireating these as endov4m*nl funds. The annual incom8 8amed from the capltal will be tr8nsferred to fund bursary plaees at the School Donations to the Foundation Bursary Fund which Is not an endowment fund wll be nomially bo Iransferred lo the Sch¢x)I within 12 months lo Support bursary places on ?n ongoing basis. The gifts receiv&J lo support Hardship will be allocated as awards for spechfic pupils to the SC￿)01 as ne8ded. usualty within hvetve months of receipL Bursary gifts covering muMipk8 y8ats Ihal are donated In advance by sponsors for part￿Ular pupi18 wll be held by the Foundation and drawn from investments as wuired each year for transfer lo RGS. Commitments to the SchcN)I for bursary pla¢es or capital proiecls may not be enl8red into by the Trustees if the projected costs cannot be met by anlicpated ineomè. At th? yoar end tha Foundation restricted funds of £919,137 12021.. £424,534) and designated funds of £349.74412021. £348,9111. UnrestJiGte(l arKI free reserves at the year end are £21,37212021'. £16.3721. This Is set out in note 14 on page 29. The Foundation is able to maintain unrestricted and free reserves as £nil as Th6 Rtsyal Grammar School WOr￿Ster meets all eosts ol running the Foundation Office, including the costs of events ar￿ publicalioris and the salari8s ol the Foundation Office staff. Page 8 ThE RGSW AND AOS FOUNDATION {A company Ilmlted by guaranlg8) TrUSTEES' REPORT (CONTINUED FOR THE YEAR ENDED 31 AUGUST 2022 Structure* govgrnante and management . Constltutlon The company is constituted under a m￿OI8ndum of Associat*)n dated 11 August 2016 8fKI v6 a ragistered charity number 1170217. The company was incorporated on 11 August 2016 and commenc￿ trading on Ihat é8te. The principal oblect of the company is to advance the educatKJn of pupils al RGS Wtsreester. It undertakes lundraising lo support bursary provision and to assist wrth capital projeets aeross the RGS Schools. b. Mèthods of appolntment or olectlon of Truste88 New Trustee8 are normally appointed at lem)ly meetings on thè basis of nominations from a committee ol Truslees. All nominalK¢ns are m*Jg on tho ba$1$ of eli9￿lI1ty, personal competence. specialist skills and availability. The management of the ￿MpanY Is tho re$pM8ibility of th& Trustees who are elected and o>Opte￿ under the lems of the Artid88 of Assxiation. Policies adopt￿ for the induction and training of Trusle8s. New Trustees undertake a fomial indudb)n pr¢Xè8S under the guidance of a fellow Trustee aThJ the Foundation Director which covers the wothing8 of the Charty. induding pol￿S, Prctedures. Financès and Governan￿. Truslaes ar8 required to be DBS checked. c. Pay pollcy for key managemgnt peTsonn¢l Nts payments have been made by the FoundatK)n to any of tha Trustees and the Foundation Office staff remaln employed by RGS w0￿0$t9r ￿ are stsbject to the polry implwnenled by the &hool. d. Organisational structure and declslon maklng The Board of Trustees convenes formally once per schcol lemi to review the wth of the Foundation ofFI￿ and to formally make decisions to enable the FoUndat￿￿n grow. In betsveen these Board méètings smaller working groups or sub committees le.g. the Finance Commitieel can and do meet. If time critical decisions need lo be taken the Chair circulates the information e￿trOn￿llY lo Trustees lo enable agreement to b8 rèached. This is thén conveyed lo the Foundation Direct￿ for implementstion. Hybrid working has led to the use of video conferencing and this has worked well for the Trustees. Trusteas are appointed for a three year tem and minimum of three RGS Govemors will serve as Trustees. The Trustees are aware of the charity govemanee ccKle and the F￿ndation volunlarity subscribes to the Fundraising Regulator code of pr8Ctice. Periodically, Truste8s will review the guidance in ¢xder to ensure that the Charily is working in line with the cod8, In all ways Whe￿ it is pr￿tical to do so. e. Related party T•￿tIOnshIpS The Foundation exists to advance educab'on at the RGS Worcester Family of Schcnls. At least thr88 Trustees are also Govemors of the School to ensure strategic alignment i8 Maintain￿ between the entities. The School finances and staffs th8 Foundatpjn offi￿ and the Headmasters and Headmistresses of the ftsur RGS Schools attend the Trustee Board meeting, as dces Ihe Director of Finance and Op8ration5. Page 9 THE RGSW AND AOS FOUNDATION IA company Ilmrted by guarantee) TRUSTEES. REPORT ICONTINUEDI FOR THE YEAR ENDED 31 AUGUST 2022 Slructurep governancè and management Icontinuad) f, Risk manag•mont The Trustees have assessed the m4or ri8k8 to which the ccmpany is exposed. in particular those related to the operations and finances of the company. and are Satisf￿ that systems and procedures ar8 in place lo mitNJate its exposure to the major risks. The Trustees ar8 mindful of the need to maximise tho Income gènérated from the capi181 base of the tsvo endowment bursary funds held within thè Foundation, as w811 a5 to preserve the value of other donalions ahead of them being Iransf8rred to RGS. This must be done against the backdrop of volatile market conditions, so the Board tasked members of the Finance Committae to review and monitor th8 choic8 of Investments hekd in COIF units and lo Lyjnsidor altemative optic￿S to m'rtigate again$1 stock matkel fluclualions Plans for future perlods a. Futur• d•v•lopments The Board will recruit additlonal Trustees lo help fvrther the of thp FoUndat￿n Office and will sgek guidan¢• where necessary to help them to fvKIl their roles for the Foundation. The full findings from the Rewew of the Foundation Office undertaken by Graham Pelton (UK) Ltd Ccn5ultsnls will continue to be implemented by the Foundat￿ft Office ncw that staffing leveb are commen8urale with the recommendations for Increasing fundraising actwity and alumni engagement. The updated Case for Support for bursaries at RGS will be witlety GirGulgted along with the inaugural 1rnp￿t R8port which will feature testimonials from bursary recipients. Further teslimonral¥ will be gathered gnd shared acr088 communicgtion channels to encour4e gNirvJ. Long term fundraising targets linked to the School's revised strateg￿ Develgpmenl Plan will bè set by the Trustee5 for tha Foundation off￿e. During the coming year a Strategic plan with miloslones will bo agreed lo deliver the targets with KPIS monitored to track progress. The primary focus for fundrai$ing in 2022-23 will rnmain on buT5ari•s in order lo widen acces5 to the School. An inaugurdl Giving Day will be held in March 2023 which will ask alumni. parer¢ts, stsff and friends of the School lo donate lo th8 Foundation's Buis8ry Fund. The Foundation Director. wilh the endorsemant of the Trustees, wll complete the sale of the house which was donated lo the Charity in support of bursaries. Trustees will make available funds to support up to fv40 new SOQA bur3ary places al the School each year until the fijnds are exhausted. To help wruit dor￿r5 the number of alumni engagemertt events will in￿a80 significantly during 2022-23 with a rolling programme of gatherings designed to solicit gffts and to inform alumni about the impact the Foundation is making on YOU￿ lives. Planning wll coMMe￿e for an inaugural Old Elizabethans Weekend in September 2023.Truslees will support the Foundats'on Office team arKI School Leadership al a number of these events. Targeted engagement wrth current and prospective major donofs will be undertaken by the FoundatK)n Director lo solicit major gifts which wll COMp￿ment increasing the donor FWI by recruiting a numbèr ol additional regular donors. Legacy pledges will continue to be solicited to ensure fvlure donations are in the pyetine and larger gifts and a Legacy Society will be established in 202310 stlward these donors. Page10 THE RGSW AND AOS FOUNDATION IA company limited by guarnntse) TRUSTEES. REPORT (CONTINUED FOR THE YEAR ENDED 31 AUGUST 2022 Plans for future periods Icontlnuedl Subject lo planning pemiissKin being achieved. the opportunty Io 8UPPOrt th8 Schoofs dev8lcymant of the Indoor Tennis and Netball Centra will also be maximised. The Foundation Trustees will work with the School's L￿•￿e￿JhiP to asslst where r( can with ihe ongoing clo8er working of thè 8lumni association with RGS. Statsment of Trusteos. responsibilities Th8 Trustee5 Iwho are also the director5 of the Company for the pu￿Ose5 of company lawl are responsible lor preparing the Trustees, report and the financial Statements in a¢wrdanGe with 4)plicable law and Unitad Kingdom A¢¢ounting Stsndards (United Kingdom General￿ Accepted Accounting Practice). Company law r8quire5 the Trustees to prepare financial stalamanl8 for 8ach financiol . Undor company law. the TNslè88 musl not approve the financial statements unless they are satisfied that they 9Ne a true and fair view of the slate of affairs of the Company arKI of its incoming resources an(1 application ol resourcas. including ils Income and expenditure. for that peri¢>J. In pryring Ihe9e finanual statements, the Trustee¥ are requlred to.. s&le¢t suitable &￿￿ntIr0 poli¢*$ and then appty them consistentty., observe Ih@ methods and prinC￿leS of the Charities SORP IFRS 1 D21 make Iudgmenls and accounting estimates that aré tsaSOnab￿ and prudent., stale whether applicable UK Accounting Standards IFRS 1021 have been foll¢)wed, Subject lo any malarial departures discbsed and 8yplain8d in Ihe financial 5talemènls' prepare the finandal stslemenls on the goiry concern basis unless it is inappropriate lo presume th81 the Company will continue In business. The Trustees are responsible for keeping 8dequate a¢¢ounting re¢ord$ th818re Sufficient lo show and explain the Company's transactions and disclose with reasonab￿ accuracy al any timè the financial position of the Company and enable Ihem to ensure that Ihe f1nancial Stalements comply wfth the Companie5 Act 20C6. They are also responsible for safeguarding the assets of the Company and hènce lor taklng reasonable steps for the prevention and detection of fraud and other irregularities. Page11 THE RGSW AND AOS FOUNDATION {A company limÈtod by guarantee) TRUSTEES. REPORT ICONTINUEDI FOR THE YFAR ENDED 31 AUGUST 2022 Disclosure of Informatlon to audltor Each of the persons who are Truste88 at the tlme when this Tru5tees' rsp)rt is approved has confirnl that.. so far as that TNstee is aware. there is no relevant audit Infomwtion of which the charity8 auditor is unawar6, and that Trustee has taken all the steps Ihal ought lo h8ve been taken gs a Trust￿ In order to be aware of any relevant aud(f infomiation and to establish that the chartys audf(or Is aware of that information. Audltor The auditor. Crtswè U.K. LLP. has indicated hks wllingnes5 to ¢ontinu6 in office. Th• d•$HJnated Twsl80s will propose a motion reappointing the auditor at a maeling of th8 Trusloas. Approved by ordar of tha members of th8 board of Trustees and 8gn8d on their behalf ty. Mr Tlmothy Stophen Curtls Chair Dale.. 2 March 2023 Page12 THE RGSW AND AOS FOUNDATION IA company limited by guarathtso) INDEPENDE1￿ AUDITOR'S REPORT TO THE MEMBERS OF THE RGSW AND AOS FOUNDATION Opinion We have audited the financial statements of The RGSW AOS Foundation lthe'charitable companl) for th8 yaar ènded 31 Augusl 2022 which comprise the Statement of financial aclivilie8, th8 Balance sheet, the statement of cash flow5 gnd the related notès, including a summary of s￿n￿￿nI accounting policies. The fin8ncial reporting framework that has been applied in their preparation is applicable United Kingdom A¢¢ounling St8ndards, including Finanrjal Reporting Stsndard 102 'The Financial Reporting Standard applicable in th8 UK atKI Republic of Irèland, {Unrteé Kingdom Generally Accepted Atcounling Practice). In opinion the financial state￿nIs.. gNe a true and fair view of the stsle of the charitable ¢orr¢*anVs 8ffairs as gt 31 August 2022 and of tts incomlng resources arnl appliGatKJn of resources. includlng its income and expendrture for the year then ended; have been propedy prepared in xcordance United Kingdom Generally Accepted Accounting Praclico., and have been prepared in accordance wrth tho requirements ofthe Charitiés Act 2011. 8a819 for oplnlon We Conducted our audit in ac￿rdanCe with InlematK•nal Standard8 on Auditing IUKI {ISAs (UK)) and applicable law. Our rtspensibililies under those Standards are further described in the Audrtorfs responsibilities for the audit of the financial statements 88clion of our report. We are independerbt of Ihe chantable company in accordanrA with the ethical requirenpnls Ihat are relevant lo our audit of the financial statements in the United Kingdom, including the Flnancial Reporting C¢)uncif8 Ethkal Standard, and we have fU￿illed our other 81hlcal responsibiir¢ies in 8¢wrdanee wrth these requirements. We bdieve that tha audit evidence we have obtsined is sufficient ané appropriate to provhle a ba￿S for our opinion. ConGlu3lon8 r•latlng to golng concom In auditing the fingncial gtalanents, we have concluded that the Trusl•os' u$e of the going Concern basi8 of accounllng in the preparat￿ of the financial statements is appropriate. Based on the work we have performed, ￿ havé not identified any m*erial uncertainties relating lo events or condicions that. individually OT eol*ively. may cast svJnific8nt doubt on the charitable companys ability to continue as a going coneem ￿ a perp)d of at least tWe￿e months from when the financial statèments are aulhorised for i88ue. Our responsibilittes and the responsft>ilrties of the Trustees with resFect to going concem are described in the relevant sections of Ihis reporL Page 13 THE RGSWANDAOS FOUNDAnoM (A company limited by guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEM8ERS OF THE RGSW AND AOS FOUNDATION (CONTINUED) Other Information The other information comprises the infomation indude(l in thé AnnL￿1 report other than the financial statements and our Auditorfs report Ihereon. Thè Trustees are responsible for the other information contawied within the Annual report. Our opinion on lh& f nancial slalements doe$ not cover the other information and, 8x¢ept to the extent otheN4i$e explicitly 818led in our report. ￿ do ncrt express any form of assurance conclusion thereon. Our responsibility is lo read tha other Informat￿ and, in d￿n9 so. consider whethèr thè other information Is materially inconsi81enl with the financral stslements or our knowlèdge obtsined in the course of the audit, or othérwise appears to be malerialty misslaled. If we idenlfy such material inconsistenc￿8 or apparent material misslalemenls, we are required lo determine whelh&r this gives rise lo a matérial misstatèment In the financial slalemenls themselves. If, based on th8 work we have ￿rfOrmed. we conclude that there is a matérial mis$tstemenl of this other Infom)ation, wg are required to report that fact. We hav8 nothing to repjrt in this regard. Matt•r8 on whlch wa aro raqulred to report by •xcoPtlon We have nothing lo report in respe¢l of the folknwng malL8r8 vthere th8 Chorities {Actounts and Reports) Regulations 2008 requires us to report lo you if. in our ¢¥inbJn.' the infom)ation given in the Truslee$' rewl is Ino)n$i$tent in any material respect with the finandal stslemenls., ¢x sufficient accountin9 r8cord8 have not been kept, or the ffinanclal statements are nol in agreement with the xcounting rewrds and retums., or we have not re¢eive¢J all the Infornalion and expL3nalions ￿ requir8 for our audlt. R•sponslbllltles ol trustees As èxplain6d mra fully in the Trustees, rewnsibilrties stalement, th& Trustee5 (who are also the dlrectors of the charitable company for the purposes of company lawl are respon￿ble for the preparation of the financi81 Slalemènls and for being satisfied that they gwe a tnje and fair VMV. arKI for such inlemal control as the Trustees determine is necessary to enabk the preparation of financial statements that are free from material mi88latemenl. whether due lo fraud or error In preparing the financial ststements. the Trustees are responsible for assessing the ¢h8ritable compgnls ability to continue as a going concern. discbsing, as applicable, matters Tplaled lo going concem and using the golng ncern bgsis of accounting unless the Trustees either intend to liquidate the charrtaile company or to cease operations, or have no realistic allemative but lo do so. Page 14 THE RGSW AND AOS FOUNDATION IA company Ilmited by guarantee) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE RGSW AND AOS FOUNDATION (CONTINUED) Audltofs responslbllltles for tho audit of the financlal statements We have b8en appointed as auditor under sKtK)n 145 of the Charrties Act 2011 and report in accordance with the AGt and ￿levant re9ulalion8 made or having 8ffed Ihereunder. Our objectives are lo obtain reasonable assurance aboLrt wh8ther the financial statements as a whde are free from material misstatement. whelh8r due lo fraud or error. and to issuè an Audilorfs r8POrt that in¢lude8 our opinion. Reasonable a5sur8nce is a high level of assuranea. bul Is not a guarantee that an audf( conducted in accordance with ISA5 IUKI will aKvays detect a material misslalement wh8n r( exists. Misslal8menls can arise from Iraud or error and 8re considered material if, indNKlually or in thè aggregate, they could reasonably be expected to influence the ¢eonomic d￿•s1on$ of US￿ taken on Ihe ba815 of these financial slatem8nl8. Irrggulanties, Including fraud, are in$tanc88 of notlllcomplianc8 w6th laws and regulatic￿$. Wè déswn proc8dures in linè with our regponsibilities, outlined above. lo detect material misstatements in r8spect of irregularities. including fraud. The exlent to which our procedures are capablé ol éelecting irregularitias, induding fraud Is detailad below.. Wè ebtalned an understanding of the legal and r¢gulalory frameworks within which the charitabl8 company operates, focusing on Ih05è lawg and regu18tion8 th* have a dirnct effect ￿ thè detemination of mat8rial amounts and disclosures in the financial slalemenls. The laws and regutations we consKlered in thi8 conlaxt were the Ccfflpanies Act 2006. lgxalion legislation. together with the Charrtlès SORP IFRS 1021. We assessed the requir•d complianee wth these laws and regulalKJn5 as part of our 8udf( pro¢edures on the ￿lated financlal 8talement items. In addition, we eonsidered prowsions of other laws and regulations that do not have a direct effe¢t on the financial slalements but etsmpliance wrth which might be fvndamentsl lo the tharilable company's ability lo operate or to avoid a material penatty We also considered the opportunities and incentives Ihol may exist wilhln the charitsble Gomp¥ny for fraud. The laws and regulations we considered in this ￿nIe￿I for the UK operation8 were General Data Protection Regulation IGDPRI, Health aTrJ Safety legislat￿n and employment legi81alions. Auditing standards limil the wulred audit procedures to identify ncfi-complianct with these laws and regulatr'ons to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence. if any. We identified the greatest risk of mal&ial impact on the financ￿1 statements from Irregularities. including fraud, to b8 within the timing of rewJnition of incom? and the ¢)verride of controls by management. Our audrt procedures lo respond io these risks included enqviries of management, and the Finance & General Purpose Committee about their own Klentification and assessment of the risks of irregular((￿s, sample lesling on the posting of journals. rewewing accounting estimates for biases, revthving regulatory correspondence with the Charity C(xnmission. Inde￿d￿nt Schools Inspectorate, OFSTED and reading minutes of meeting8 of th08e charged w(th governance. Owing to the inherent limital￿ng of an audil, the￿ is an unawJKlable risk that we m8y not have detected some material Misstaterr￿ls in the fina￿101 stalemenls, even though we have propety planned and perfomed our audtt in a¢cordan¢e with auditing standards. For example. the further removed non-eomplianc8 with laws and regulations lirregularilies) is from the events and I￿nsactIOnS reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards WoU￿j idenlfy it. In adf(ion. as wlh any audit, there r8mained a higher risk of nonrflelectN)n of irregularities, as these may involve collusion, forgery, intentional omissions. misrepresentations, or the override of intemal controls. We are not responsible for preventing non- ompliance and cannot be expected io detect rnndc0mpllan￿ wth all laws and règulations. B￿ause of the inherent limitalw)ns of an audit. there is a risk thal we will nol detect all irregularities. including those leading to a matèrial misstatement in the fina￿la1 statements or non-compliance with regulation. This risk increases the more that compliance wilh a law or regulatton is removed from the events and transactions refiected in the financial statements, as ￿ wll be te5s I1[e￿ to tr￿C￿e aware of instances of non