Charity number: 1177514
THIRTY PERCY FOUNDATION
TRUSTEES' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
THIRTY PERCY FOUNDATION
CONTENTS
| Page | |
|---|---|
| Reference and administrative details of the Charity, its Trustees and advisers | 1 |
| Trustees' report | 2 - 8 |
| Independent auditor's report on the financial statements | 9 - 12 |
| Statement of Financial Activities | 13 |
| Balance sheet | 14 |
| Statement of cash flows | 15 |
| Notes to the financial statements | 16 - 30 |
THIRTY PERCY FOUNDATION
REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARITY, ITS TRUSTEES AND ADVISERS FOR THE YEAR ENDED 31 MARCH 2023
| Trustees | Anne Louisa Philip Mann, Chair |
|---|---|
| Mark Philip-Sorensen (resigned 17 August 2022) | |
| Katharine Anne Hill | |
| Derek Bardowell | |
| Charity registered number 1177514 Principal office 30 Percy Street London W1T 2DB Senior management team Jennifer Hooke - CEO Nicola Barnett-Clegg - Director of Operations, Investments & Culture Louise Armstrong - Director of Projects & Collaboration Independent auditor Crowe U.K. LLP Fourth Floor St James House St James Square Cheltenham GL50 3PR Solicitors Farrer & Co LLP 66 Lincoln's Inn Fields Holborn London WC2A 3LH |
Page 1
THIRTY PERCY FOUNDATION
TRUSTEES' REPORT FOR THE YEAR ENDED 31 MARCH 2023
TRUSTEES REPORT FOR THE YEAR ENDED 31 MARCH 2023
The Trustees present their report and the audited financial statements of Thirty Percy Foundation (“Thirty Percy” or the “Foundation”) for the year ended 31 March 2023. The Trustees have prepared this report in accordance with the Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Charities Act 2011.
REFERENCE & ADMINISTRATIVE DETAILS
Reference and administrative details are shown on page 1.
STRUCTURE, GOVERNANCE AND MANAGEMENT
Constitution
Thirty Percy Foundation (previously The Skagen Foundation) was registered on 13 March 2018 as a Charitable Incorporated Organisation (charity registration number 1177514). Its governing document is its constitution dated 13 March 2018 and amended on 1 October 2018 (the “Constitution”).
Trustees
The Foundation’s Trustees (the “Trustees”) are listed on page 1 of this report. The Constitution requires a minimum of 3 Trustees and does not set a maximum. The composition of the Trustee board is kept under review, and any new Trustees are appointed following a careful selection process, with appointments requiring board approval (a decision taken by a majority of Trustees). The Trustees take responsibility for staying up to date on charity matters and receive updates and informal training through briefing papers and attendance at seminars and conferences. There is a formal update on charity law and developments provided once a year by the legal adviser. The Foundation is a member of the Association of Charitable Foundations and contributes to sectoral development through participation and contributions to sectoral events, such as JRF’s Next Frontiers in Funding, Philanthropy and Investment.
Decision-making
The Trustees meet at least four times a year, and use online platforms to stay in regular contact with the team and take decisions outside of meetings. The Trustee board holds ultimate responsibility for the Foundation. It agrees overall strategy, reviews and confirms policy decisions, provides grant approvals (or the terms of delegation for some grant approvals) and discusses operating, financial and investment issues. It delegates dayto-day management and operation of the foundation to the Chief Executive Officer and a team (in accordance with a schedule of delegation, which is reviewed and amended as necessary on an ongoing basis). The Trustees approve the remuneration of key personnel, and all team member remuneration is benchmarked against similar organisations.
Principal funding sources and related party transactions
The Foundation is funded by a charitable purpose trust, known as The Owl Trust. The Owl Trust provided an initial grant to the Foundation, payable over three years from 2018-2020, and a further grant to the Foundation, payable over 5 years from 2021-2025. The Owl Trust is a connected entity to the Foundation by virtue of this funding relationship.
The Foundation receives administrative services from Skagen Conscience Capital Limited, a related party and a connected entity. The services are governed by a services agreement with Skagen Conscience Capital Limited which was renewed on 1 January 2021. The services provided in the accounting period total £101,454 (2022: £102,938) and are recognised in support costs. The service costs were settled by a cash payment of £4,800 (2022: £4,800) and a donation in kind of £96,654 (2022: £98,138) .
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THIRTY PERCY FOUNDATION
TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2023
The Trustees manage the Foundation’s affairs in its best interests. When considering any transaction, conflicts of interest are declared and decisions taken only by those Trustees who are not conflicted, to protect the Foundation’s independence. Further details of related party transactions are included in note 19.
OBJECTIVES AND ACTIVITIES FOR PUBLIC BENEFIT
Thirty Percy operates for the public benefit. The Trustees have taken into account the Charity Commission’s published guidance on the public benefit requirement under the Charities Act 2011 when considering Thirty Percy’s strategy and portfolio of work.
Thirty Percy’s charitable objectives are:
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To promote sustainable development for the benefit of the public by:
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The preservation, conservation and the protection of the environment and the prudent use of resources;
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The relief of poverty and the improvement of the conditions of life in socially and economically disadvantaged communities;
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The promotion of sustainable means of achieving economic growth and regeneration.
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To advance the education of the public in subjects relating to sustainable development and the protection, enhancement and rehabilitation of the environment and to promote study and research in such subjects provided that the useful results of each study are disseminated to the public at large.
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To advance such exclusively charitable purposes for the public benefit in any part of the world as the charity Trustees from time to time in their absolute discretion think fit.
Thirty Percy’s initial Trustees further defined its purpose as:
“We are here to contribute to the future security and wellbeing of our world. We’ll do this in ways that are imaginative, collaborative and unexpected. We can do this because we are an independent Foundation looking to do things differently”.
Operations
Thirty Percy recognises that it must develop its own culture and governance to deliver to its full potential on its purpose. It is committed to working hard, with an engaged board of Trustees, team and external experts, to understand its own ways of operating, flows of authority and to create deeper, reflective spaces for learning and development. We recognise that creating change is hard and often requires risk and courage – particularly when met with status quo paradigms that challenge our collective progress. In considering its own design, and how well it orientates around its purpose, the Foundation considers the Charity Governance Code and integrates it into its strategic framework and operating plans. For example, “act with integrity” is one of the Foundation’s core values.
Portfolio of work
Inspired originally by the Heron Foundation in the United States, Thirty Percy believes its grants and investments are interdependent and therefore cannot be considered in isolation. Its portfolio of work therefore encompasses all the ways it can deploy capital. The Foundation has a strategic framework that provides clarity and focus for how and towards what ends it deploys capital. This framework is based on Thirty Percy adopting an emergent approach, and not rooting its strategy in traditional programme areas. It is regularly reviewed to accommodate Thirty Percy’s need to innovate and develop as an organisation in the context of wider structural needs and opportunities. It is anticipated that its strategic framework will be updated in Autumn 2023.
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THIRTY PERCY FOUNDATION
TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2023
Thirty Percy delivers on its purpose by investing through 5 inter-connected funds:
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Place-based Fund - Place is important as a source of innovative, collaborative, low-resource solutions. We provide flexible 1-3 years grants.
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Systems Fund - Focusing on different leverage points, where small shifts can produce big change. We provide a mix of longer-term core funding and rapid response funding in relation to specific opportunities.
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Change-maker Fund (Previously known as the ‘Leaders Fund’) - Resourcing visionary people with disruptive ideas. We provide funding to leaders for two years to amplify their work.
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Discretionary Fund - Creating space for individual visions, and resourcing organisations that build towards them. Deliberately flexible, based on Trustee discretion. The decision to phase out discretionary funding was taken in January 2022, after meeting all our existing commitments.
Most of the investments in these funds take the form of grants. Our grant making processes are set out in our grants policy document, which is reviewed and updated as necessary. In brief, we source opportunities (rather than operate ongoing open call for grant applications) and follow a two-stage approval process based upon detailed due diligence.
- Our capital fund - holds our target value of free reserves. The Foundation signed off a new investment policy in June 2022, which now governs these funds. This has seen the Foundation shift from an objective to maintain and enhance the real value of these funds consistent with the Foundation’s purpose, to a new objective. The primary objective of this new policy is to “use our financial capital to create community and ecological wealth by following regenerative and distributive economic principles”. The secondary goal is to maintain our target value of free reserves, which is set by our Reserves Policy.
As part of the implementation of the new investment policy, we liquidated our investment portfolio held under a delegated mandate with EdenTree Investment Management Limited (EdenTree). We transferred the capital to deposit accounts with Charity Bank, Reliance Bank and Unity Bank. This is a holding position while we complete our strategic review.
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THIRTY PERCY FOUNDATION
TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2023
Achievements and performance
We continue to collaborate with others to understand better our effectiveness and role within the wider system. We will not evaluate impact in silos but instead build an understanding of change across the multiple systems and systems actors we invest in.
Breakdown of our portfolio, by Fund:
| Breakdown of our portfolio, by Fund: | |
|---|---|
| Value | |
| FUND | £ |
| Place Based Fund | |
| FarmED | 75,000 |
| The FriendshipCafé | 85,000 |
| Forest of Dean District Council | 10,000 |
| Local EqualityCollective CIC | 40,000 |
| Forest VoluntaryAction Forum | 101,319 |
| The Rewild Project | 41,947 |
| Farmingand Wildlife AdvisoryGroup | 170,000 |
| Together in Matson | 63,752 |
| The LongTable | 85,674 |
| The Music Works | 126,016 |
| Land Workers' Alliance | 78,750 |
| Gloucestershire Wildlife Trust | 31,200 |
| Creative SustainabilityCIC | 107,500 |
| Gloucestershire GatewayTrust | 88,333 |
| Total Place Based Fund | 1,104,491 |
| Systems Fund | |
| Costrata Limited - ResourcingRacial Justice | 35,000 |
| The Social Guarantee | 49,750 |
| The Movements Trust | 220,000 |
| Grant to Individual - Scotland CAN B | 30,000 |
| Grant to Individual - Scotland CAN B | 30,000 |
| Power the Fight | 32,000 |
| Grant to Individual | 2,000 |
| Birthrights | 50,000 |
| Dark Matter Laboratories Ltd | 550,000 |
| Land Workers' Alliance | 105,000 |
| Sustain: The Alliance For Better Food & Farming | 150,000 |
| Doughnut Economics Action Lab CIC | 124,585 |
| Civic Square Birmingham | 350,000 |
| The Gaia Foundation | 100,000 |
| Ecological Land Cooperative | 75,000 |
| Total Systems Fund | 1,903,335 |
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THIRTY PERCY FOUNDATION
TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2023
Achievements and performance (continued)
Breakdown of our portfolio, by Fund:
| Change-maker Fund | |
|---|---|
| Grant to CIC | 30,000 |
| Grant to CIC | 30,000 |
| Grant to CIC | 15,000 |
| Grant to Individual | 15,000 |
| Grant to Individual | 15,000 |
| Grant to Individual | 30,000 |
| Grant to Individual | 30,000 |
| Grant to Individual | 3,000 |
| Grant to Individual | 30,000 |
| Grant to Individual | 15,000 |
| Grant to Individual | 15,000 |
| Grant to Individual | 15,000 |
| Grant to Individual | 30,000 |
| Grant to Individual | 30,000 |
| Grant to Individual | 15,000 |
| Total Change-maker Fund | 318,000 |
| Discretionary Fund | |
| The Maggie Keswick Jencks Cancer CaringCentres Trust | 600,000 |
| Birthrights | 50,000 |
| Menopause Support | 50,000 |
| Cheltenham Festivals | 60,000 |
| Total Discretionary Fund | 760,000 |
| Total valuepaid in theyear | 4,085,826 |
| Value | |
|---|---|
| CAPITAL FUND | £ |
| CharityBank | 645,000 |
| Reliance Bank | 300,054 |
| UnityTrust Bank | 645,333 |
| Barclays Bank 1 |
3,977,602 |
| Eden Tree 1 |
15,790 |
| Total value of Capital Fund | 5,583,779 |
- The Capital Funds with Barclays Bank and EdenTree was a temporary measure whilst the funds were transferred to Charity Bank, Reliance Bank and Unity Trust Bank.
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THIRTY PERCY FOUNDATION
TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2023
Financial review
Charitable activities expenditure of £4,860,067 (2022: £4,474,993) include grants and donations paid totalling £4,085,826 (2022: £3,577,372) , £722,748 (2022: £709,259) of support costs and £51,493 (2022: £188,362) of purpose related and enabling costs. The net movement in funds for the year was £122,446 (2022: £160,773) and the value of unrestricted funds as at 31 March 2023 was £8,651,475 (2022: £8,529,029) . The statement of financial activities for the year ended 31 March 2023 is set out on page 13 of the financial statements.
Fundraising
The Foundation has not undertaken any fundraising activities during the year or prior period. The Foundation occasionally accepts grant funding from purpose-aligned organisations who approach Thirty Percy with cofunding opportunities.
Plans for future periods
Thirty Percy continues to develop its thoughts and plans for the future. It reviews and iterates its strategic framework and processes on a regular basis. Alongside this, it continues to focus on its organisational design and in developing its process, skills and principles as a team. In terms of our strategic development, we continue to pursue a number of collaborative enquiry spaces. We anticipate an update to our strategic framework in Autumn 2023.
Principal risk and uncertainties
The Foundation is, in essence, an investment vehicle that allocates capital and engages with strategic partners. It is not an operating charity.
The principal operational risks to which Thirty Percy is exposed and seeks to manage include:
-
Misallocation of capital (mitigated by due diligence processes);
-
Decline or total loss in income from The Owl Trust (mitigated by our reserves policy and management of our free reserves);
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Loss of key staff (mitigated by favourable remuneration package, and a purpose and value led approach to organisational design);
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Reputational damage (mitigated by looking to understand and adopt best practice, wherever feasible);
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Loss of confidential information (mitigated by using secure platforms, and having strict HR protocols); and
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Fraudulent activity;(mitigated through multilevel approvals and verification processes for any transfer of funds).
We also acknowledge the systemic risks posed by climate breakdown and biodiversity loss. We continue to keep under review our Trustee board's oversight and management of these risks.
Reserves
The Trustees have established a reserves policy to protect the Foundation and its long-term grants by providing time to adjust to changing financial circumstances. The Trustees have considered the Foundation’s requirements for reserves in light of the main risks to the Foundation. The Trustees considered that the most appropriate level of free reserves (funds not tied to fixed assets, designated and restricted funds) is £5 million. The balance of free reserves at the balance sheet date total £8.7 million (2022: £8.5 million) .
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THIRTY PERCY FOUNDATION
TRUSTEES' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2023
Statement of Trustees’ responsibilities
The Trustees are responsible for preparing the Trustees’ Annual Report and Financial Statements in accordance with applicable law and the United Kingdom’s Generally Accepted Accounting Practice (United Kingdom Accounting Standards). The law applicable to charities in England and Wales requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Foundation, its incoming resources and the application of the Foundation’s resources for that period. In preparing the financial statements, the Trustees are required to:
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select suitable accounting policies and then apply them consistently;
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observe the methods and principles in the Charities SORP;
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make judgments and estimates that are reasonable and prudent;
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state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in business.
The Trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the Foundation’s transactions, disclose with reasonable accuracy at any time the financial position of the Foundation and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charities (Accounts and Reports) Regulations 2008 and the provisions of the Constitution. They are also responsible for safeguarding the assets of the Foundation and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Approved by order of the members of the board of Trustees on and signed on their behalf by: 6th Oct 2023
Anne Louisa Philip Mann (Chair of Trustees)
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THIRTY PERCY FOUNDATION
INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION
Opinion
We have audited the financial statements of Thirty Percy Foundation (the 'charity') for the year ended 31 March 2023 which comprise the Statement of Financial Activities, the Balance Sheet, the Statement of Cash Flows and the related notes, 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).
The financial statements have been prepared in accordance with Accounting and Reporting by Charities preparing their accounts in accordance with the Financial Reporting Standards applicable in the UK and Republic of Ireland (FRS 102) in preference to the Accounting and Reporting by Charities: Statement of Recommended Practice issued on 1 April 2005 which is referred to in the extant regulations but has been withdrawn.
This has been done in order for the accounts to provide a true and fair view in accordance with the Generally Accepted Accounting Practice effective for reporting periods beginning on or after 1 January 2015.
In our opinion the financial statements:
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give a true and fair view of the state of the Charity's affairs as at 31 March 2023 and of its incoming resources and application of resources for the year then ended;
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have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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have been prepared in accordance with the requirements of the Charities Act 2011.
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 United Kingdom, including the Financial Reporting Council'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 charity's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report.
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THIRTY PERCY FOUNDATION
INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION (CONTINUED)
Other information
The other information comprises the information included in the Annual report other than the financial statements and our Auditor's report thereon. The Trustees are responsible for the other information contained within the 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Charities (Accounts and Reports) Regulations 2008 requires us to report to you if, in our opinion:
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the information given in the Trustees' report is inconsistent in any material respect with the financial statements; or
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sufficient and proper accounting records have not been kept; or
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the financial statements are not in agreement with the accounting records and returns; or
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we have not received all the information and explanations we require for our audit.
Responsibilities of Trustees
As explained more fully in the Trustees' responsibilities statement, the Trustees are responsible for the preparation of the financial statements which give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Trustees are responsible for assessing the Charity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the Charity or to cease operations, or have no realistic alternative but to do so.
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THIRTY PERCY FOUNDATION
INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Extent to which the audit was considered capable of detecting irregularities, including fraud.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines above, to detect material misstatements in respect of irregularities including fraud.
We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.
We obtained an understanding of the legal and regulatory frameworks within which the Charity operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Charities Act 2011, together with the Charities SORP (FRS102). We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the Charity’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the Charity for fraud.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, if any.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within income recognition and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Board of Trustees about their own identification and assessment of the risks of irregularities, sample testing on income and the posting of journals, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission, and reading minutes of meetings of those charged with governance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-
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THIRTY PERCY FOUNDATION
INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THIRTY PERCY FOUNDATION (CONTINUED)
compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
Use of our report
This report is made solely to the Charity's Trustees, as a body, in accordance with Part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the Charity's Trustees those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Charity and its Trustees, as a body, for our audit work, for this report, or for the opinions we have formed.
Crowe U.K. LLP Statutory Auditor Fourth Floor St James House St James Square Cheltenham GL50 3PR
Date: 24 October 2023
Crowe U.K. LLP are eligible to act as auditors in terms of section 1212 of the Companies Act 2006.
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THIRTY PERCY FOUNDATION
STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 MARCH 2023
| Note Income from: Donations 2 Investments 3 Other income Total income Expenditure on: Charitable activities 4,5 Total expenditure Net income before net losses on investments Net losses on investments 9 Net movement in funds Reconciliation of funds: Total funds brought forward Net movement in funds Total funds carried forward 13 |
Unrestricted funds 2023 £ 5,201,758 149,382 2,829 5,353,969 4,860,067 4,860,067 493,902 (371,456) 122,446 8,529,029 122,446 8,651,475 |
Total funds 2023 £ 5,201,758 149,382 2,829 5,353,969 4,860,067 4,860,067 493,902 (371,456) 122,446 8,529,029 122,446 8,651,475 |
Total funds 2022 £ 4,973,462 124,129 - 5,097,591 4,474,993 4,474,993 622,598 (461,825) 160,773 8,368,256 160,773 8,529,029 |
|---|---|---|---|
The notes on pages 16 to 30 form part of these financial statements.
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THIRTY PERCY FOUNDATION
BALANCE SHEET AS AT 31 MARCH 2023
| Note Fixed assets Investments 9 Current assets Debtors 10 Cash at bank and in hand Creditors: amounts falling due within one year 11 Net current assets Total net assets Charity funds Unrestricted funds 13 Total funds |
14,999 8,777,221 8,792,220 (140,745) |
2023 £ - - 8,651,475 8,651,475 8,651,475 8,651,475 |
11,792 2,677,736 2,689,528 (46,207) |
2022 £ 5,885,708 |
|---|---|---|---|---|
| 5,885,708 2,643,321 |
||||
| 8,529,029 | ||||
| 8,529,029 | ||||
| 8,529,029 |
The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:
Anne Louisa Philip Mann (Chair of Trustees) Date: 6th Oct 2023
The notes on pages 16 to 30 form part of these financial statements.
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THIRTY PERCY FOUNDATION
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2023
| Note Cash flows from operating activities Net cash from operating activities 14 Cash flows from investing activities Dividends and interest from investments 3 Proceeds from sale of investments 9 Purchase of investments 9 Increase in cash held for re-investment 9 Net cash provided by investing activities Change in cash and cash equivalents in the year Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 15 |
2023 £ 435,851 149,382 8,395,590 (2,935,577) 54,239 5,663,634 6,099,485 2,677,736 8,777,221 |
2022 £ 502,610 124,129 1,158,637 (1,423,148) 187,993 47,611 550,221 2,127,515 2,677,736 |
|---|---|---|
The notes on pages 16 to 30 form part of these financial statements
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
1. Accounting policies
1.1 Charity status
Thirty Percy Foundation is a Charitable Incorporated Organisation registered in England and Wales with the Charity Commission (no: 1177514). Its registered office address is 30 Percy Street, London, W1T 2DB.
1.2 Basis of preparation of financial statements
These financial statements have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015) - (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102) and the Charities Act 2011.
Thirty Percy Foundation constitutes a public benefit entity under FRS 102.
Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy.
All funds in both the current year and prior year are unrestricted.
1.3 Going Concern
The Trustees have a reasonable expectation that the Charity has adequate resources to continue its activities for the foreseeable future and that there are no material uncertainties about the Charity's ability to continue. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
1.4 Income
Grant income is included in the Statement of Financial Activities when the Charity has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably.
Donated services and goods have been recognised at their fair value to the Charity at the point of donation. These have been included in income and expenditure during the year.
Investment income is included in the year in which it is receivable.
1.5 Expenditure
All expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all costs related to the category.
Expenditure on all grants is recognised once the Charity has made an unconditional commitment to pay the grant and this is communicated to the beneficiary.
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
1. Accounting policies (continued)
1.5 Expenditure (continued)
Support costs are those costs incurred directly in support of expenditure on the objects.
Purpose related costs are costs incurred by Thirty Percy in pursuit of wider impact/purpose (rather than being operational costs of running and developing our team and processes). For example this could be where we have agreed to directly incur and pay for costs on behalf of a collaboration or where we are resourcing a learning event/space for the wider sector/movement.
Enabling costs relate to the operational costs of running and developing our team and processes; which includes costs relating to our own direct learning and development (as a team and individually), the design and development of our processes and systems and work undertaken to identify grant funding opportunities (such as paying for external consultants' time to join a focus group).
Governance costs include all costs involving the Trustees and are included within support costs.
All expenditure is inclusive of irrecoverable VAT.
Termination benefits are recognised immediately as an expense when committed to terminate the employment of an employee or to provide termination benefits.
1.6 Investments
Listed investments are revalued each year and included in the financial statements at their market value at the Balance Sheet date.
Non-listed investments (being the social investments held) are measured at historic cost less previous impairments and are reviewed annually for impairment.
1.7 Debtors
Accrued income is recognised at the settlement amount.
1.8 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 date of acquisition or opening of the deposit or similar account.
1.9 Liabilities
Liabilities are recognised when there is an obligation at the Balance Sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Liabilities are recognised at the amount that the Charity anticipates it will pay to settle the debt.
1.10 Financial instruments
The Charity primarily has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
1. Accounting policies (continued)
1.11 Taxation
Thirty Percy Foundation is a registered charity, and as such is entitled to taxation exemptions on all its income and gains properly applied for its charitable purposes.
1.12 Pensions
The Charity operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Charity to the fund in respect of the year.
1.13 Fund accounting
General funds are unrestricted funds which are available for use at the discretion of the Trustees in furtherance of the general objectives of the Charity and which have not been designated for other purposes.
1.14 Critical accounting estimates and areas of judgement
Preparation of the financial statements requires management to make judgements and estimates. The Trustees consider that there are no material judgements made in applying accounting policies nor are there any key sources of estimation uncertainty.
2. Income from donations
| Unrestricted funds 2023 £ Donations Grant from The Owl Trust 4,912,321 Grants from other organisations 192,783 Skagen Conscience Capital Limited - services in kind 96,654 5,201,758 Total 2022 4,973,462 |
Total funds 2023 £ 4,912,321 192,783 96,654 5,201,758 4,973,462 |
Total funds 2022 £ 4,696,292 179,032 98,138 |
|---|---|---|
| 4,973,462 | ||
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
3. Investment income
| Unrestricted funds 2023 £ EdenTree investment income 147,604 Bank interest 1,778 149,382 |
Total funds 2023 £ 147,604 1,778 149,382 |
Total funds 2022 £ 124,046 83 |
|---|---|---|
| 124,129 |
4. Analysis of grants and donations
Grants were made to both institutions and individuals in the year. These have all been listed below. Grants to institutions included below totalled £3,780,826 (2022: £3,281,372) , with the remaining £305,000 (2022: £295,000) being grants to individuals.
| Placed-based fund FarmED The Friendship Café Forest of Dean District Council Local Equality Collective CIC Forest Voluntary Action Forum The Rewild Project Farming and Wildlife Advisory Group Together in Matson The Long Table The Music Works Land Workers' Alliance Gloucestershire Wildlife Trust Creative Sustainability CIC Gloucestershire Gateway Trust Young Gloucestershire Create Gloucestershire |
2023 £ 75,000 85,000 10,000 40,000 101,319 41,947 170,000 63,752 85,674 126,016 78,750 31,200 107,500 88,333 - - 1,104,491 |
2022 £ - - - - - 62,910 130,000 63,752 30,000 124,484 157,500 31,200 35,000 110,833 20,000 100,000 |
|---|---|---|
| 865,679 |
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
4. Analysis of grants and donations (continued)
| Systems Fund Costrata Limited - Resourcing Racial Justice The Social Guarantee The Movements Trust Grant to Individual - Scotland CAN B Grant to Individual - Scotland CAN B Power the Fight Grant to Individual Birthrights Dark Matter Laboratories Ltd Land Workers' Alliance Sustain : The Alliance for Better Food & Farming Doughnut Economics Action Lab CIC Civic Square Birmingham The Gaia Foundation Ecological Land Cooperative Prism Global Legal Action Network (GLAN) International Lawyers Project Climate-KIC Holding B.V. Peers for the Planet FarmED |
2023 £ 35,000 49,750 220,000 30,000 30,000 32,000 2,000 50,000 550,000 105,000 150,000 124,585 350,000 100,000 75,000 - - - - - - 1,903,335 |
2022 £ - - - - - - - - 198,680 110,000 300,000 129,032 118,520 115,000 75,000 134,341 5,000 5,000 15,120 150,000 100,000 |
|---|---|---|
| 1,455,693 |
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
4. Analysis of grants and donations (continued)
| Change-maker Fund Grant to CIC Grant to CIC Grant to CIC Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual Grant to Individual |
2023 £ 30,000 30,000 15,000 15,000 15,000 30,000 30,000 3,000 30,000 15,000 15,000 15,000 30,000 30,000 15,000 - - - - 318,000 |
2022 £ - - - - - - - 15,000 15,000 30,000 15,000 30,000 15,000 30,000 15,000 40,000 30,000 30,000 30,000 |
|---|---|---|
| 295,000 |
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
4. Analysis of grants and donations (continued)
| Discretionary Fund The Maggie Keswick Jencks Cancer Caring Centres Trust Birthrights Menopause Support Cheltenham Festivals Redthread Youth Limited Donations Total |
2023 £ 600,000 50,000 50,000 60,000 - 760,000 - 4,085,826 |
2022 £ 600,000 50,000 50,000 160,000 100,000 |
|---|---|---|
| 960,000 | ||
| 1,000 | ||
| 3,577,372 |
5. Analysis of expenditure on charitable activities
| Grant making Total 2022 |
Activities undertaken directly 2023 £ 51,493 188,362 |
Grant and donation funding of activities 2023 £ 4,085,826 3,577,372 |
Support costs 2023 £ 722,748 709,259 |
Total funds 2023 £ 4,860,067 4,474,993 |
Total funds 2022 £ 4,474,993 |
|---|---|---|---|---|---|
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
5. Analysis of expenditure on charitable activities (continued)
Analysis of direct costs
| Purpose related costs Enabling costs Analysis of support costs Staff costs Other staff costs Training, coaching and subscriptions Temporary staff and HR related costs Brand, website and communications Computer costs General office costs Insurance Travel, accommodation and subsistence Trustees' fees and costs (please see note 8 for further details) Audit and accountancy Legal and professional Bank charges Investment manager fees Investment consultancy and advisory Skagen Conscience Capital Limited - services in kind Foreign Exchange (gains) and losses |
Grant making 2023 £ 31,445 20,048 51,493 Grant making 2023 £ 421,005 3,523 12,864 20,256 13,263 10,123 4,550 7,196 6,166 12,000 21,685 14,280 735 34,976 - 101,454 38,672 722,748 |
Total funds 2023 £ 31,445 20,048 51,493 Total funds 2023 £ 421,005 3,523 12,864 20,256 13,263 10,123 4,550 7,196 6,166 12,000 21,685 14,280 735 34,976 - 101,454 38,672 722,748 |
Total funds 2022 £ 170,462 17,900 188,362 Total funds 2022 £ 450,726 6,594 13,184 - 12,204 2,529 4,200 7,702 8,491 12,069 18,184 20,220 486 46,727 4,980 102,938 (1,975) 709,259 |
|---|---|---|---|
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
Governance costs included in support costs comprise:
| Trustees' fees and costs Auditor's fees |
2023 £ 12,000 21,685 33,685 |
2022 £ 12,069 18,534 |
|---|---|---|
| 30,603 |
6. Auditor's remuneration (exclusive of VAT)
- The auditor's remuneration amounts to an auditor fee of £14,565 (2022 £13,240) , and preparation of financial statements of £2,425 ( 2022 - £2,205 ).
7. Staff costs
| Wages and salaries Social security costs Pension costs |
2023 £ 344,379 31,200 45,426 421,005 |
2022 £ 362,948 42,320 45,458 |
|---|---|---|
| 450,726 |
In addition to the staff costs disclosed above some additional costs similar in nature to staff costs were incurred by Skagen Conscience Capital Limited, a related party, for work on the Foundation's affairs throughout the year. The costs incurred have been included in the financial statements as part of the services in kind since they fell under the terms of a service agreement between the two entities.
The average number of persons employed by the Charity during the year was as follows:
| 2023 | 2022 | |
|---|---|---|
| No. | No. | |
| Employees | 6 | 7 |
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
7. Staff costs (continued)
The number of employees whose employee benefits (excluding employer pension costs) exceeded £60,000 was:
| 2023 | 2022 | |
|---|---|---|
| No. | No. | |
| In the band £70,001 - £80,000 | 1 | - |
| In the band £80,001 - £90,000 | - | 1 |
| In the band £100,001 - £110,000 | 1 | 1 |
Remuneration for the key management personnel (including employer NI and pension costs) totalled £250,565 (2022: £243,914) . The key management personnel are considered to be the Chief Executive Officer, the Director of Operations, Investments & Culture and the Director of Projects & Collaboration.
During the year, the Charity made an in lieu of notice and termination payment amounting to £9,391 (2022: £nil) to 1 individual, of which £nil is outstanding at the year end (2022: £nil) .
8. Trustees' remuneration and expenses
During the year, two Trustees were remunerated for their services in the period as permitted by the incorporation documents. Both Trustees received £6,000 each and was paid in line with the signed service contracts (2022: £12,000).
During the year ended 31 March 2023, no Trustee expenses have been incurred (2022 - £69) .
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
9. Fixed asset investments
| At 1 April 2022 Additions Disposals Losses Movement on cash held for reinvestment Net book value At 31 March 2023 At 31 March 2022 |
Listed investments £ 5,885,708 2,935,577 (8,395,590) (371,456) (54,239) - 5,885,708 |
Other fixed asset investments £ - - - - - - |
|---|---|---|
| - |
During the year, and in accordance with a new Investment Policy dated June 2022, Thirty Percy liquidated the listed investment portfolio and the funds are no longer held for reinvestment. Please see the Trustee Report for further information.
Other fixed asset investments comprise social investments which represent the funding arrangement with The Foundation for Social Entrepreneurs in return for them using the funds to create a pool of evergreen patient capital (the "Evergreen Investment Fund"). The Evergreen Investment Fund provides eligible social entrepreneurs the opportunity to apply for up to £50,000 of repayable patient capital in the form of debt or equity. The Trustees consider it prudent to fully impair the investment due to the nature of the arrangement and uncertainty around its recoverability.
lncluded within listed investments is a balance of cash held for reinvestment of £nil (2022: £54,237).
10. Debtors
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| Prepayments and accrued income | 14,999 | 11,792 |
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
11. Creditors: Amounts falling due within one year
| Trade creditors Pension creditor Accruals and deferred income |
2023 £ 100,505 - 40,240 140,745 |
2022 £ 6,738 4,609 34,860 |
|---|---|---|
| 46,207 |
12. Financial instruments
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| Financial assets | ||
| Financial assets measured at fair value through income and expenditure | - | 5,831,471 |
Financial assets measured at fair value through income and expenditure comprise listed investments minus cash held for reinvestment
Page 27
THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
13. Statement of funds
Current year
| Unrestricted funds General Funds Prior year Unrestricted funds General Funds |
Balance at 1 April 2022 £ 8,529,029 Balance at 1 April 2021 £ 8,368,256 |
Income £ 5,353,969 Income £ 5,097,591 |
Expenditure £ (4,860,067) Expenditure £ (4,474,993) |
Gains/ (Losses) £ (371,456) Gains/ (Losses) £ (461,825) |
Balance at 31 March 2023 £ 8,651,475 |
|---|---|---|---|---|---|
| Balance at 31 March 2022 £ 8,529,029 |
14. Reconciliation of net movement in funds to net cash flow from operating activities
| Net income for the year (as per Statement of Financial Activities) Adjustments for: Losses on investments Dividends and interest from investments Increase in debtors Increase in creditors Net cash provided by operating activities |
2023 £ 122,446 371,456 (149,382) (3,207) 94,538 435,851 |
2022 £ 160,773 |
|---|---|---|
| 461,825 (124,129) (2,336) 6,477 |
||
| 502,610 |
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
15. Analysis of cash and cash equivalents
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| Cash at bank | 8,777,221 | 2,677,736 |
Cash at bank includes the Capital Fund of £5,583,779.
16. Analysis of changes in net debt
| Cash at bank and in hand | At 1 April 2022 £ 2,677,736 2,677,736 |
Cash flows £ 6,099,485 6,099,485 |
At 31 March 2023 £ 8,777,221 |
|---|---|---|---|
| 8,777,221 |
17. Grants payable in future periods
At the Balance Sheet date, the Foundation had future grant payments falling due under signed grant agreements as follows:
| Place-based Fund Systems Fund Discretionary Fund Change-maker Fund Total payable |
2023 £ 445,425 860,000 600,000 300,000 2,205,425 |
2022 £ 855,891 1,750,049 1,360,000 270,000 |
|---|---|---|
| 4,235,940 |
Future grant payments are contingent upon the satisfactory compliance with the terms contained in the grant agreement and as a result are not recognised as a liability in the Balance Sheet. The grant payments fall due in various stages extending to September 2024.
18. Pension commitments
The Foundation operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Charity in an independently administered fund. The pension cost charge represents contributions payable by the Charity to the fund and amounted to £45,426 (2022: £ 45,458). There were amounts outstanding at the year end of £nil (2022: £4,609).
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THIRTY PERCY FOUNDATION
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
19. Related party transactions
Mark Philip-Sorensen, a Trustee (resigned 17 August 2022) during the year, is also a Trustee of Cheltenham Festivals. During the year a total of £60,000 was paid to Cheltenham Festivals, which was the final payment under the grant agreement (2022: £160,000) . There was no contingent grant payment outstanding as at 31 March 2023 (2022: £60,000) .
Anne Louisa Philip Mann, a Trustee, was also a Trustee of Redthread Youth Limited (resigned 27 May 2020). In the financial year ending 31 March 2018 the Foundation signed a £300,000 grant agreement with Redthread Youth Limited. During the prior year, the foundation paid £100,000 to Redthread Youth Limited which was the final payment under the grant agreement. There were no contingent grant payments outstanding as at 31 March 2023 or 31 March 2022.
Derek Bardowell, a Trustee, is also the CEO of Ten Year's Time Enterprises Ltd (appointed in May 2021). During the prior year, Ten Year's Time provided consultancy services to the Foundation totalling £30,000 which was paid in full by 31 March 2022.
Mark Philip-Sorensen (resigned 17 August 2022) and Anna Louisa Philip Mann, who are both Trustees of the Foundation, are also Directors of Skagen Conscience Capital Limited. During the year, Skagen Conscience Capital Limited provided services to the Foundation totalling £101,454 (2022: £102,938) of which £96,654 was contributed as a donation-in-kind (2022: £98,138) and the balance of £4,800 (2022: £4,800) was paid in full by the balance sheet date. The services provided related to staff time and expertise in the core administration of the Foundation.
Page 30