NNS FOUNDATION Charity number 1184159 Report and Financial statements For the year ended 31 December 2020 NNS Foundation Charity number 1184159 Financial Statements For the year ended 31 December 2020 Contents Page Legal and Administrative Information Trustee's Annual Report Independent Auditor's Report Statement of Financial Activities 12 Balance Sheet 13 Statement of Cash Flows 14 Notes forming the financial statements 15 Reference and Administrative Informatlon Charity Name.. NNS Foundation Charity registration number: 1184159 Registered Office: Withers LLP 20 Old Bailey 3rd Floor London EC4M 7AN Management Committee Magdalena Cornelia De Vries Sharai Lowenstein Erika-marie Wakid Sherine Samir Louis Magar Nadia Sawiris Director of Corporate Trustee Director of Corporate Trustee Director of Corporate Trustee Director of Corporate Trustee Director of Corporate Trustee Trustee NNS Foundation Limited Withers LLP 20 Old Bailev 3Td Floor London EC4M 7AN Auditor5 Ernst & Young LLP, l More London Place, London, SEI 2AF Bankers JP Morgan Luxembourg SA, 6 Route de Treves, L-2633 Senningerberg, Luxembourg Barclays Bank, Level 15, One Churchill Place, London, EC14 5HP Solicitors- Withers LLP, 20 Old Baileyi London, EC4M 7AN Lrfi NNS Foundatlon Charity number 1184159 Trustee's annual report for the period ended 31 December 2020 The trustee presents the annual report and fit)ancial statements of the NNS Foundation (the "Foundatlon") for the year ending 31 December 2020. The financial statements have been prepared in accordance with the Foundation's governing document, the Charities Act 2011 and "Accounting and Reporting by Charities,. Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland FRS 102" Structurei governance and management Governin document The Foundation is a charitable trust, registered in England and Wales Iregistered charitv number 11841591 and is constituted under a trust deed dated 20 December 2018. The Foundation was established by Mr Nassef Sawiris, who has made substantial donations to the Foundation over the course of the year forwhich the financial statements are prepared. The Foundation does not actively fundraise and it will continue its charitable work through on-going donations from Mr Sawiris. erational structure The sole corporate trustee of the Foundation is NNS Foundation Limited (the "Trustee'l, company limited by guarantee and incorporated in England and Wales (registered company number 117250701, having its registered office at Third Floor, 20 Old Bailey, London EC4M 7AN. The Trustee is governed by its memorandum and articles of association. The Trustee's directors are Magdalena Cordelia De Vries, Sharai Lowenstein and Erika-marie Wakid (the 'Dlrectors"l. Over the course of 2021 Nadia Sawiris and Sherine Maghar were appointed as additional Directors as per sole member's decision dated 26 March 2021. The Directors of the Trustee are appointed on the basis of their skills and expertise in relation to the Foundation's strategic priorities and operations. All Directors give their time freely and no remuneration is paid to them or the Trustee. The Directors are required to disclose all relevant interests and register them with the Trustee, and in accordance with the Foundation's policytr Wlthdraw from decisions where a conflict of interest arises. On behalf of the Trustee, The Board of Directors, all of whom have sufficient knowledge of the charitable purpose of the Foundation, will hold regular meetings to discuss and agree upon the Foundation's strategy, areas of artivity as well as the consideration of grant makingi reserves and risk management policies and performance. NNS Foundatlon Charity number 1184159 Trustee's annual report for the period ended 31 December 2020 Icontinuedl structurei governance and management Icontinuedl erational structure continued Any new members of the Board will receive a comprehensive induction into the Foundation. This includes a note prepared by the Foundation's solicitors outlining the Foundation's structure and the role and responsibility of members of the Board, as well as copies of the Charity Commission's core guidance, including 'The Essential Trustee ICC31" Euidance. Members of the board may also access formal training if required. The Trustee and the Foundation have no employed staff. Objectives and activities for the public beneflt The Foundation's objectives focus exclusively on charitable purposes that the Trustee, in its discretion, deems fit. The Directors confirm that the Trustee has complied with its duty under the Charities Act 2011 to have due regard to the Charity Commission's general guidance on public benefit and refer5 to the guidance when reviewing the Foundation's objectives, as well as planning future activities and awarding grants. The Foundation's grant making policy is designed to enable the charityto further its charitable purposes for the public benefit. The Trustee Igoverned by its Directors) reviews the grant making policy on a regular basis to ensure that it reflects the Foundation's objectives and thereby advances public benefit. Whilst maintaining flexibility, the Foundation's grant making strategy focuses on making grants of a meaningful size to fund educational and healthcare projects and programmes. The Foundation's strategy is to fund projects worldwide, but with a current focus on the UK, USA, Egypt and other countries in Africa. The Foundation aims to be a long-term funder, assessing achievements in the first year of any funding arrangement before making additional grants in subsequent years to further the long-term objectives supported by each of the programmes. In developing this strategy, the Trustee relies on the expertise of its Directors. At this stage, the Foundation does not invite unsolicited grant applications, rather relying on the Trustee's connections within the sector to bring relevant projects to the Foundatlon's attention. How our actlvltles deliver public benefit Grants are made to operational charities aiding charitable beneficiaries, as well as the general public more widely. The Trustee takes appropriate steps when making decisions in relation to grant making to ensure that each grant provides adequate public benefit, and to ensure that the Foundation receives adequate reporting to allow it to improve its tarEeted grant-making. NNS Foundatlon Charity number 1184159 Trustee's annual report for the period ended 31 December 2020 Icontinuedl How our activities deliver public benefit {continued} During the year, the Foundation made grants to: rf The African Mission Healthcare Foundation, to support and strengthen African church mission hospitals to aid those in greatest needs. O The Sawiris Foundation for Social Development, to support initiatives in Egypt that encourage job creation through training, education and access to microcredit, as well as efforts to improve health and furtherthe endeavours of the local communities to improve infrastructure and gain access to ba51C services. rf The Egyptian Education Foundation, to support funding of undergraduate studies for the Egyptian Education Foundation Scholars, a select group of highly qualified students of Egyptian origin who have demonstrated excellence in academics. O stanford University, to support funding of scholarships for Egyptian students. The Trustee continues to review the impact of the Foundation's grant-making. Financial review Mr Sawiris generously made donations of USD 5,906,126 to the Foundation during the year 12019.. USD 2,231,165). The Foundation has entered into multi-year non-committed programmes with beneficiaries and, in accordance with the Charities SORP, the Foundation recognises the total value of those programmes in the year in which the leEal obligation was agreed. The Foundation held total unrestricted funds of USD 311,808 as at 31 December 202012019.. USD 15,0791. The Trustee has set up a reserve policy in 2020 and has decided to maintain a minimum level of reserve to cover at least one year of accountancy and governance fees. Rlsk Management The Trustee reEularly considers the major risks to which the Foundation might be exposed and is in the process of reviewing those risks in order to establish proper protocols and procedures to manage those risks. The Trustee ensures that, periodically, its Directors are familiarized with the updated guidance issued by the Charity Commission in relation to risk management from time to time and the Charity Commission's guidance CC26 Charities and Risk Management. NNS Foundatlon Charity number 1184159 Trustee's annual report for the period ended 31 December 2020 Icontinuedl The following are amonEst the risk areas identified in the Foundation's operation: Management of conflicts of interest,. Compliance with good governance. The Trustee has put in place a conflict of interest policy which is reviewed on a regular basis. The Trustee has appointed professional advisers to assist in mitigating governance and other risks. Plans for the future The Foundation will continue to make Erants in accordance with its strategy and objectives, a5 well as seeking to identify other projects 5Ultable for grant funding by the Foundation. The Trustee is keen to continue its work establishing the Foundation's activities. Statements of Trustee's responsibilities The Trustee is responsible for preparing the Trustee's Report and the accounts in accordance with applicable law and United Kingdom Accounting standards (United Kingdom Generallv Accepted Accounting Practice). The law applicable to charities in England and Wales requires the Trustee to prepare accounts for each financial year giving 3 true and fair view of the Foundation's financial situation and of incoming resources and application of resources of the Foundation for that particular year. In preparing the accounts, the Trustee is required to.. select suitable accounting policies and apply them consistently,. observe the methods and principles in the Charities SORP,. make judgements and estimates that are reasonable and prudent: state whether applicable accounting standards have been followed, subjett to anv material departure5 disclosed and explained in the accounts; and prepare the accounts on the going concern basis unless it is inappropriate to presume that the Foundation will continue in operation. The Trustee is responsible for keeping sufficient accounting records that disclose with reasonable accuracy at any time the Foundation's financial position and enable it to ensure that the accounts comply with the Charities Act 2011, the Charity IAccounts and Reports) Regulations 2008 and the provisions of the Foundation's trust deed. It is also responsible for safeguarding the assets of the ## **NNS Foundation** ## **Charity number 1184159** ## Trustee’s annual report for the period ended 31 December 2020 (continued) Foundation and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors of the Trustee certify that: - so far as we are aware, there is no information that is needed by the Charity’s auditors in connection with preparing their report of which the Charity’s auditors are unaware; and - we have taken all the steps that might be reasonably expected in order to make ourselves aware of any relevant information and to establish that the Charity’s auditors are aware of that information. ## **Going concern** The Directors of the Trustee believe that preparing the financial statements on the going concern basis is appropriate. They have considered the ongoing impact of COVID-19 on the Charity and expect it to have limited impact on the charity’s access to funding and on its ability to make grants to beneficiaries. The sole donor has expressed his intention to continue providing donations to the Foundation during the going concern period. The Charity is not obligated to provide grants to beneficiaries unless the funding is made available by the donor. The Charity has minimal fixed and operating expenses and the cash funds held in its Reserves will cover these expenses for a period of at least twelve months from the date on which these accounts are signed by the Trustees. Approved by the Trustee on 30 April 2021 and signed on its behalf by: ## **Erika-Marie Wakid** ## **On behalf of the Directors of the Trustee** - 8 - ## ## ## ## ## ## ## ## ## ## NNS Foundation Charity number 1184159 Statom•nt of Flnancl•l Actl¥ltl•$ Ilntludln8 Income & EMpondltur• Atcountl For the y•arended 31 December 20ZO Unr•itrlrt•d Funds 2020 USD Total Funds 2020 USD Total Furtds 2019 USD Incomlng r•sourc•s Notes Incomlni resources from 8•ftérat•d funds: Voluntory Income.. Oonation5 S,906,126 5,906,126 2,231,165 Investment Inrom• Bank and deposit Interests 725 725 247 Tot•1 IncomlnK re$ource$ 5,906,851 5,906 851 2 131.412 Rbsour(•s •¥pènd•d Charltabl• •rtlYltles 5,548.573 5,548,573 2,162,000 Gtsvornance cosls 59.448 59,448 55,454 Tot•1 r•wurc•s •¥p•nd•d 5,608.021 5.608,021 2,217,454 N•t Incomè lor th• y•ar.{N•t Incomlng r•sourc•s b•lor• oth•r f•CO8nls•d galm) 298,830 298.830 13,958 othgT ro£ozn15•d golns Forelin turren¢y exchange gainslllosse51 N•t movement In funds 12,1011 296,729 12,1011 296,729 15.079 Re(onclllotlon of funds Total funds broughl forward 15,079 15.079 Total Funds carrled forward 311,808 15,079 All of the above results are derived from continuing activities. The statement of financial attivltles Includes all galn and losses In the period. 12- ## **NNS Foundation Charity number 1184159** The annual report and financial statements were authorised for issue by the trustee on 30 April 2021 and are signed on its behalf on 30 April 2021 by Erika-Marie Wakid, Director of the Trustee. - 13 - NNS Foundation Charity number 1184159 Statement of Cash Flows For the year ended 31 De¢embei 2020 202Q 2019 Notes uso USD Net (ash provlded by I (used Inl operat5n8aftlvltl•s 307,309 35,091 •sh flr*ws lor In￿$11￿6 *cll¥lll•s: Interest received 725 247 Change ln tash and Cash equivalent In the year 308,034 35.338 Cash and £?5h e4uSvalenl at thE be8innin8 of the year Not For•lBn •x£hang• galnllltsss} C8ih and Pqulvalent at the end of th• ye4r 36,459 341.392 36.459 C*sh and t*sh •4ulv•l•nt ¢onslsts of; Cash at bank and In hathd 342,392 7,459 Short l¢rm dep05il9 C•ih and c#sh •qul¥•l•nt at 31 DD¢•mb•r 1020 34Z.39Z 36,459 14- NNS Foundatlon Charity number 1184159 Notes forming the Financial Statements for the year ended 31 December 2020 l. Accounting Policies The principal accounting policies are summarised below. The accounting policies have been applied consistently throughout the period. lal Basis of preparation The 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 IFRS 1021 and the Charities Act 2011. The financial statements are prepared in US Dollars which is also the functional currency and have been rounded to the nearest dollar. The financial statements have been prepared under the historical cost convention. The Foundation meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy or note. The financial statements are prepared as at 31 December of each year for a period of one year except for the prior year where the financial statements have been prepared over a period longer than one year, from 20 December 20181"date of incorporation") to 31 December 2019 bringing the period end in line with the calendar year. Ibl Going concern The Directors of the Trustee believe that preparing the financial 5tatement5 on the going concern basis is appropriate. They have considered the ongoing impact of COVID-19 on the Charity and expect it to have limited impact on the charity's access to funding and its ability to make grantsto benefitiaries. The sole donor has expressed his intention to continue providing donations to the Foundation during the going concern period. The Charity is not obligated to provide grants to beneficiaries unless the fundinE is made available by the donor. The Charity has minimal fixed and operating expenses and the cash funds held in its Reserves will cover these expenses for a period of at least twelve months from the date on which these account5 are signed by the Trustees. 15- n5 NNS Foundatlon Charlty number 1184159 Notes forming the Financial Statements for the year ended 31 December 2020 Icontinuedl l. Accounting Policies Icontinuedl Ic} Income All incoming resources are included in the statement of financial activities. All donations are recogni5ed when the charity has received the funds. Idl Interest receivable Interest on funds held on deposits is included when receivable and the amount can be measured reliably by the Charity,- this is normally upon notification of the interest paid or payable by the bank. lel Fund accounting Unrestricted funds are available to spend on activities that further any of the purposes of charity. Designated funds are unrestricted funds of the charity which trustees have decided at their discretion to set aside to use for a specific purpose. Restricted fund5 are donation5 which has specified are to be solely used for particular areas of the charity's work or for specific projects being undertaken by the charity. The directors of the Trustee have agreed that they do not need to maintain a high level of reserves into NNS Foundation for the following reasons.. there are no staff paid and limited onEoing liabilities the charity will not enter into any grant commitments unless it has received donations to enable it to make suth a commitment; and the founder has expressed his commitment to providing the Foundation with regular unrestricted donations By sake of prudencyi the Board of Trustee will maintain a small level of reserves equal to one year's worth of accountancy and professional fees lapprox. USD 50,0001. This policy will need to be reviewed by the Trustee if conditions are changing and at minimum once a year. If) Expenditure Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required, and the amount of the obligation can be measured reliably. Expenditure is classified under the following activity headings.. 16- sr NNS Foundation Charity number 1184159 Notes forming the Financial Statements for the year ended 31 December 2020 (continued) l. Accounting Policies Icontinuedl The Expenditure on charitable activities include the costs of delivering the Foundation's activities and services for its beneficiaries. Governance tosts include those costs associated with meeting the constitutional and statutory requirements of the charity and include the audit fees and costs linked to the strategic management of the charity. Igl Debtors Trade and other debtors are recognised at the settlement due after any trade di5courit offered. Ihl Cash at bank and cash equivalents Cash at bank and cash equivalents includes cash and short term highly liquid investments with a maturity of three months or less from the date of acquisition or opening of the deposit or similar account. 111 Creditors and provisions Creditors and provisiorss are recogni5ed where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are recognised at their settlement amount after allowing for any trade discounts due. (il Foreign currency Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. Foreign exchange gain and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of financial activities. -17- NNS Foundatlon Charity number 1184159 Notes formlng the Financial Statements for the year ended 31 December 2020 Icontlnued) l. Accounting Policie5 Icontinuedl Ikl Taxatlon As a charity, NNS Foundation is exempt from tax on income and gains falling within section 505 of the Taxes Act 1988 or s256 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to its charitable oblects. No tax charges have arisen in the Charity. 2. Donations 2020 Total USD 5,906,126 2019 Total USD 2,231,165 Donations from the founder 3. Charitable activities 2020 Total USD 5,548,573 2019 Total USD 2,162,000 Charitable activities In the year 2020 five grants were issued by NNS Foundation, the first being to Egyptian Education Foundation USD 216,000, the second was made to Sawiris Foundation for Social Development USD 3,920,000, the third grant was made to African Mission Healthcare USD 600,000, the fourth grant was made to Egyptian Education Foundation USD 506,126 and the fifth one was made to Stanford University USD 600,000. In May 2020, 3 surplus of USD 293,553 was returned from a scholarship program sponsored by the Foundation providing these expenses were finally covered by other collected revenues from the private sector, in accordance with the side letter signed. 18- NNS Foundatlon Charity number 1184159 Notes forming the Financial Statements for the year ended 31 December 2020 (continued) 4. Governance costs 2020 Total USD 32,648 26,239 561 59,448 2019 Total USD 23,767 31,527 160 55,454 Audit fees Legal & Professional fees Bank charges Trustee expenses in the sum of USD 502 have been incurred during the period. 5. Cash and cash equivalents 2020 Total USD 342,392 2019 Total USD 7,459 29,000 36,459 Cash at bankand in hand Short term deposits 342,392 6. Creditors 2020 Total USD 30,711 30,711 2019 Total USD 25,669 25,669 Accruals and other creditors 19- NNS Foundation Charity number 1184159 Notes formlng the Flnan¢lal Statements for the year ended 31 Dec 2020 (continued) 7. Reconciliation of net income to net cash flow from operating activities 2020 Total USD 296,729 2019 Total USD 15,079 Net income for the reportlng perlod las per statement of financial activities) Foreign currency exchange Igainslllosses 2,101 11,1211 Interest from investments 17251 12471 Ilncreasel/Decrease in Debtors 4,163 14,2891 Increase in Creditors 5,041 307,309 25,669 35,091 8. Movements in Funds At31 Inwmln8 Decembef Res¢)urce5 Resources 2019 Tran51efS At31 December 2020 Re51ricted Funds De518nated funds Unreslrlcted lunds Total Funds 15,079 5.906,851 IS,079 5,906 851 5,610,122 5 610 122 311,808 9. Commitments During the financial year the NNS Foundation made pledges for the total amount of USD 14,033,333. -20- NNS Foundation Charity number 1184159 Notes forming the Financial Statement5 forthe year ended 31 Dec 2020 (continued) The grants will be conditional on the signature of a binding grant agreement between the Foundation and the grantees which will require, amongst other term5, that no part of the grant will be use to undertake any activity which is not wholly charitable under the laws of England and Wales and that the grantee will report to the Foundation about the use of the grant. Each grant is also subject to the Foundation's founder making a donation to the Foundation so it has funds available to make the grant. 10. Subsequent Events During 2021, the NNS Foundation has made additional grants to two charities for a total amount of USD 5,319,000. -21-