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2023-12-31-accounts

NNS FOUNDATION

Charity number 1184159

Report and Financial statements

For the year ended 31 December 2023

NNS Foundation Charity number 1184159

Financial Statements For the year ended 31 December 2023

Contents Page
Legal and Administrative Information 3
Trustee’s Annual Report 4-8
Independent Auditor’s Report 9-11
Statement of Financial Activities 12
Balance Sheet 13
Statement of Cash Flows 14
Notes forming the financial statements 15-21

Reference and Administrative Information

Charity Name: NNS Foundation Charity registration number: 1184159 Registered Office: Withers LLP 20 Old Bailey 3[rd] Floor London EC4M 7AN Management Committee Magdalena Cornelia De Vries Director of Corporate Trustee Sharai Lowenstein Director of Corporate Trustee Erika-Marie Wakid Director of Corporate Trustee Sherine Samir Louis Magar Director of Corporate Trustee Nadia Sawiris Director of Corporate Trustee

Trustee NNS Foundation Limited Withers LLP 20 Old Bailey 3[rd] Floor London EC4M 7AN

Auditors

Ernst & Young LLP, 1 More London Place, London, SE1 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 Bailey, London, EC4M 7AN

NNS Foundation

Charity number 1184159

Trustee’s annual report for the year ended 31 December 2023

The trustee presents the annual report and financial statements of the NNS Foundation (the “ Foundation ”) for the year ending 31 December 2023. 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”.

Structure, governance and management

Governing document

The Foundation is a charitable trust, registered in England and Wales (registered charity number 1184159) 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 for which 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.

Operational structure

The sole corporate trustee of the Foundation is NNS Foundation Limited (the “ Trustee ”), a company limited by guarantee and incorporated in England and Wales (registered company number 11725070), 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, Erika-Marie Wakid, Sherine Magar and Nadia Sawiris (the " Directors ").

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 policy, withdraw 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 activity as well as the consideration of grant making, reserves and risk management policies and performance.

NNS Foundation

Charity number 1184159

Trustee’s annual report for the year ended 31 December 2023 (continued)

Structure, governance and management (continued)

Operational 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 (CC3). 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 benefit

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 refers 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 charity to further its charitable purposes for the public benefit. The Trustee (governed 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 Foundation’s attention.

How our activities 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 targeted grant-making.

NNS Foundation

Charity number 1184159

Trustee’s annual report for the year ended 31 December 2023 (continued)

During the year, the Foundation made grants to:

The Trustee continues to review the impact of the Foundation's grant-making.

Financial review

Mr Sawiris generously made donations of USD 12,716,500 to the Foundation during the year 2023. The Foundation has entered into multi-year non-committed programmes with grantees and, in accordance with the Charities SORP, the Foundation recognises the total value of those programmes in the year in which the legal obligation was agreed.

The Foundation held total unrestricted funds of USD 138,702 as at 31 December 2023.

The Trustee had set-up a reserve policy in 2020 and established that there was no need to maintain a high level of reserves to support the operations of NNS Foundation. Accordingly based on their assessment of annual operating spend, the Trustee decided to maintain a minimum level of reserve to cover at least one year of accountancy and professional fees.

NNS Foundation

Charity number 1184159

Trustee’s annual report for the year ended 31 December 2023 (continued)

Risk Management

The Trustee regularly considers the major risks to which the Foundation might be exposed and annually reviews those risks in order to establish proper protocols and procedures to manage those risks.

The Trustee ensures that, from time to time, 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.

The following are amongst the risk areas identified in the Foundation’s operation:

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 grants in accordance with its strategy and objectives, as well as seeking to identify other projects suitable 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 Generally Accepted Accounting Practice).

The law applicable to charities in England and Wales requires the Trustee to prepare accounts for each financial year giving a 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:

NNS Foundation

Charity number 1184159

Trustee’s annual report for the year ended 31 December 2023 (continued)

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 (Accounts and Reports) Regulations 2008 and the provisions of the Foundation's trust deed. It is also responsible for safeguarding the assets of the Foundation and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors of the Trustee certify that:

Going concern

The Directors of the Trustee believe that preparing the financial statements on the going concern basis is appropriate. They have considered ongoing impact of current geopolitical tensions and expect them to have limited impact. 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 and the Charity has sufficient funds to cover all expected support and governance expenditures for a period of at least 12 months from the approval of these financial statements.

Approved by the Trustee on 10 May 2024 and signed on its behalf by:

Erika-Marie Wakid

On behalf of the Directors of the Trustee

INDEPENDENT AUDITOR’S REPORT TO THE TRUSTEES OF NNS FOUNDATION

Opinion

We have audited the financial statements of NNS Foundation for the year ended 31 December 2023 which comprise the Statement of Financial Activities (including statement of income and expenditure) the Balance Sheet, the Statement of Cash Flows and the related notes 1 to 9, 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 (United Kingdom Generally Accepted Accounting Practice) including FRS 102 “The Financial Reporting standard applicable in the UK and Republic of Ireland”.

In our opinion the financial statements:

Basis for opinion

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity’s ability to continue as a going concern for a period of 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. However, because not all future events or

conditions can be predicted, this statement is not a guarantee as to the trustee’s ability to continue as a going concern.

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 in the annual report.

Our opinion on the financial statements does not cover the other information and 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 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 the 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 require us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement set out on page 7and 8 of the Annual Report, the trustees are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees are responsible for assessing the 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 management either intends to liquidate the charity or to cease operations, or has no realistic alternative but to do so.

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.

Explanation as to what extent 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, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

We assessed the susceptibility of the charity'5 financial statements to material misstatement, including how fraud might occur by making inquiries of management and those charged with governance as to the areas they consider susceptible to material misstatement, including areas most susceptible to fraud, and by obtaining an understanding and testing key processes and controls in place to address risks of rnisstatement (including key approval and review controls). Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved inspection of legal expenditure documentation, inspection of minutes and resolutions of meetings, background checks over grant beneficiaries and an assessment of all journal entries posted in the year. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https-//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 Trustees, as a body, in accordance with Part 4 of the Charities IAccount5 and Reports) Regulations 2008. Our aud it work ha5 been undertaken so that we m ight state to the charity's trustees those matters we are required to state to them in an auditors, report and for no other pu rpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity's trustees as a body, for our audit work, for this report, or for the opinions we have formed. Ernst & oun LL London Date io 00, aol4 Ernst & Young L Act 2006 P is eligible to act as an auditor in terms of section 1212 of the Companies 12-

NNS Foundation

Charity number 1184159

All of the above results are derived from continuing activities. The statement of financial activities includes all gain and losses in the period

NNS Foundation

Charity number 1184159

The annual report and financial statements were authorised for issue by the trustee on 10 May 2024 and are signed on its behalf on 10 May 2024 by Erika-Marie Wakid, Director of the Trustee.

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NNS Foundation Charity number 1184159 Statom•nt of Cash Aows For the year ended 31 December 2023 2023 3)22 Notes USD USD Plet ￿5h pr￿11ded byl (used In) operatlng acthities If￿.347) 111445,2291 Cash flows fow Investln8actlvltles: Interest recelved 25.130 Change In cash and cash equlvalent In the year 135,217) 112.443.117) Cash and cash equlvalent at the beglnnlng of the year Net Forelgn exchange gaSnlllos5) Cash and equhalent at the end ol the year 211262 .654,096 12,046 1,283 174.999 211262 Cash and cash equlvalent tonslsts ofr. Cash at bank and in hand 174,999 211262 Cash and cash equivalent at 11 Oecembew 2023 174.999 212.262 -15-

NNS Foundation

Charity number 1184159

Notes forming the Financial Statements for the year ended 31 December 2023

1. Accounting Policies

The principal accounting policies are summarised below. The accounting policies have been applied consistently throughout the period.

(a) 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 (FRS 102) 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.

(b) Going concern

The Directors of the Trustee believe that preparing the financial statements on the going concern basis is appropriate. 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.

NNS Foundation

Charity number 1184159

Notes forming the Financial Statements for the year ended 31 December 2023 (continued)

1. Accounting Policies (continued)

(c) Income

All incoming resources are included in the statement of financial activities. All donations are recognised when the charity has received the funds.

(d) 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.

(e) 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 funds are donations 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:

Based on their assessment of annual operating spend, the Board of Trustee will maintain a small level of reserves equal to one year’s worth of accountancy and professional fees (approx. USD 50,000).

This policy will need to be reviewed by the Trustee if conditions are changing and at minimum once a year.

(f) 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:

NNS Foundation Charity number 1184159

Notes forming the Financial Statements for the year ended 31 December 2023 (continued)

1. Accounting Policies (continued)

(g) Debtors

Trade and other debtors are recognised at the settlement due after any trade discount offered.

(h) 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.

(i) Creditors and provisions

Creditors and provisions are recognised 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.

(j) 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.

NNS Foundation

Charity number 1184159

Notes forming the Financial Statements for the year ended 31 December 2023 (continued)

1. Accounting Policies (continued)

(k) Taxation

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 objects. No tax charges have arisen in the Charity.

2. Donations

Donations
2023 2022
Total Total
USD USD
Donations from the founder 12,716,500 7,828,939
Charitable activities
2023 2022
Total Total
USD USD
Charitable activities 12,731,159 14,568,939

3. Charitable activities

In the year 2023 fifteen grants were issued by NNS Foundation, the first being to University of Chicago Foundation USD 2,000,000, the second was made to African Mission Healthcare Foundation USD 600,000 the third grant was made to University of Chicago Foundation USD 1,000,000, the fourth grant was made to University of Chicago Foundation USD 4,000,000, the fifth one was made to University of Chicago Foundation USD 1,500,000, the sixth was made to University of Pennsylvania USD 655,120, the seventh was made Chain of Hope USD 427,600, the eighth was made to Coptic Orthodox Diocese of London USD 317,500, the ninth was made to The Stanford Trust USD 350,000, the tenth was made to Chain of Hope USD 12,150, the eleventh was made to Joss Stone Foundation USD 30,525, the twelfth was made to UATX USD 100,000, the thirteenth was made to Egyptian Education Foundation USD 300,000, the fourteenth was made to Chain of Hope USD 183,714 and the fifteenth was made to Cleveland Clinic Philanthropy (UK) Limited USD 1,254,550.

In the year 2022 twelve grants were issued by NNS Foundation, the first being to Coptic Orthodox Church USO 232,489, the second was made to Cleveland Clinic Philanthropy (UK) USO 2,583,050, the third grant was made to Coptic Orthodox Diocese of London USO 270,609, the fourth grant was made to Stanford University USO 950,000, the fifth one was made to African Mission Healthcare Foundation USO 600,000, the sixth was made to Memorial Sloan Kettering Cancer Center USO 1,000,000, the seventh was made University of Chicago Foundation USO 4,200,000, the eighth was made to University of Chicago Foundation USO 1,000,000, the ninth was made to University of Chicago Foundation USO 1,500,000, the tenth was made to University of Pennsylvania USO 632,791, the eleventh was made to Egyptian Education Foundation USO 600,000 and the twelfth was made to University of Chicago Foundation USO 1,000,000.

NNS Foundation

Charity number 1184159

Notes forming the Financial Statements for the year ended 31 December 2023 (continued)

4. Governance costs

Governance costs
Legal and Professional fees
Audit fees
Bank charges		 2023
Total
USD
10,665
36,449
1,001
48,115		 2022
Total
USD
9,200
32,272
960
42,432

5. Creditors

Accruals
Other creditors		 2022
Total
USD
36,449
-
36,449		 2022
Total
USD
32,272
1,710
33,982

NNS Foundation

Charity number 1184159

Notes forming the Financial Statements for the year ended 31 Dec 2023 (continued)

6. Reconciliation of net income to net cash
operating activities
Net (expenditure)/ income for the
reporting period
(as per statement of financial activities)
Foreign currency exchange (gains)/loss
Interest from investments
(Increase)/Decrease in Debtors
Increase/(Decrease) in Creditors		 flow from
2023
Total
USD
(39,690)
2,046
(25,130)
(40)
2,467
(60,347)		 2022
Total
USD
(6,779,036)
(1,283)
(2,112)
33
(5,662,831)
(12,445,229)

7. Movements in Funds

NNS Foundation

Charity number 1184159

Notes forming the Financial Statements for the year ended 31 Dec 2023 (continued)

8. Commitments

During the financial year the NNS Foundation made pledges for the total amount of USD 12,839,709.

The grant agreements between the Foundation and the grantees have been signed. 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.

9. Subsequent Events

During 2024, the NNS Foundation has made additional grants to two charities for a total amount of USD 725,545.

On 11 March 2024, NNS Foundation received a Gift Aid refund for the periods 2020/21, 2021/2022, and 2022/2023 in the sum of GBP 7,570,653 (USD 9,731,469).