Registered number: 12935802 Charlty number: 1196714 THE WATCHES OF SWITZERLAND GROUP FOUNDATION (A company Ilmlted by guarantee) TRUSTEES, REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2022 THE WATCHES OF SWITZERLAND GROUP FOUNDATION IA company limlt•d by guaranleel CONTENTS Paga Reference and adminlstratNe dotalls of the tharlty, Its Trustaes and advlsers Truste¢$' report Independent auditorfs report on tho flnanclal slalements Statement of flnanclal actlviti88 2-10 15 Balanco sheet 16 statement of cash floy 17 Note8 to the flnanclal ststements 18-24 THE Y4ATCHES OF swifzERLAND GROUP FOUNDATION IA company Ilmltad by guarantO91 REFERENCE AND ADMINISTRATIVE DETAILS OF THE CHARI￿, ITS TrUSTEES AND ADVISERS FOR THE YEAR ENDED 30 APRIL 2022 Trustees Brian Duffy Ruth Benford lappoinled 14 October 20211 David Gandy lappointed 14 Odober 2021) John Hannah lappoinled 14 Octobèr 20211 Terence Parris lappoinled 14 October 20211 Mary Port88 (appointed 2 March 20221 Johnathan Joseph (appointed 11 April 20221 Paul Eardley (resigned 14 October 20211 Company rryi$t•r•d numbar 12935802 Charity reglstered number 1196714 Regi￿ered offl¢e Aurum House 2 Elland R¢)ad Braunslone Leice8t8r LE31 Company secretary Patricia K8ndall Ind8pandent audltor CrcAve U.K. LLP Black Country House Rounds Green Road Oldbury West Midlands B69 2DG Bankorn Barclays Bank UK plc 1 Churchill Place L(￿dOn E14 5HP Solicitors Slaughter & May One Bunhill Row London EC1Y 8YY Page 1 THE WATCHes OF SWITZERLAND GROUP FOUNOATION A company limited by gu4r•ntoel TRUSTEES. REPORT FOR THE YEAR ENDED 30 APRIL 2022 Introduction FY 2022 was an exciting year for The Watches of Switzerland Group Foundallon (the 'Foundation'l following its fomial registration as a charity. A h￿h-prof11e Trustee Board has been appointed and as at the date of this Rep)rt over £1.3 mlllion of the fund$ donated to the Foundation have been distributed. The Watches of Swtzerland Group PLC I'WOSG PLC, or the 'Group'l has a￿ayS placed great importance on giving back lo the communities within whtch rts colleagues live and work. Supporting these communitiès is an important part of the Group's culture. one of the Company's core values is 'We Do The Right Thing,. alongside focusing on charith'es where long-standing personal relth"onships and partnerships are developed 50 Collaborat￿n$ can be achieved to Create Change. In order to give consideration lo the future and in order to continu8 the strong philanthrop￿ legacy of the luxury watch industry the Chief Executive and the Board of WOSG PLC established the Foundation. Whilst the Foundation cperales independenty from the Group il relie8 iipon the GTOUP fof the outsourcing of various fvnctions to enable it lo manage it's advities including reliance on financial controls to ensure the proper use of the Foundation's assets. Pur se A5 sel out in the Foundats'on's articles of association, the Foundation's objects are to advance, promote or carry out such Charitablè Purposes (b￿ng those purposes which are char((able under the law of England and Wales from lime to timel as the Trustees in their ab501ule discretion think fit. For thè avoidance of doubt, the Foundation ￿11 not advance, promte or carry out any purpose that is not such a Charitable Purpose. The Foundats"on has developed Charitable Purpo$8s which aim lo further enhance the Group's prev￿￿$ charitable inrtialives. We consider somg of our partnership with charities lo be 5tTategic partnerships which are defined as., continual proJ8cts' arKI l oi will r￿1ve an investment of over £200,000., and are likety to be partners for minimum three-year period. It is intended that the benefi¢i8rie$ of the Foundation will be members of the local communrt¢es 8etved by thè Group and that the Foundation will pursue the followng charitab￿ Pu￿oSe3-. the prevention or reliof of poverty.. the advancement of education., and the relief of those in need. by reason of youth, age, 11￿h9a￿h, disabilty. financial hardship or oth8r disadvantsge. The Charitable Purposes have been identffied because they can be closely linked to the charities which have b8en supported by the Group before the registration of the Foundation as a charity and continue lo be of interest to the Group. The Foundation is a grant making charity and supports purposes wh￿kn are within those listed in the Charities Act 2011. The Foundation does not currently respond to requests from other chaTilies but insleatl selects strategic partners or projects th* wll diredy impact the communfties within which the Group's stakeholder8 live and seNe. Strategic partnerships are being developed with.. Food Banks., The Fuel Bank Foundation- The Prince's Trust- Page 2 THE WATCHES OF SWITZERLAND GROUP FOUNDATION IA company Ilmlted by guarantee) TRUSTEES. REPORT ICONTINUEDI FOR THE YEAR ENDED 30 APRIL 2022 Crisis., and Glasgtrw Hospice The Foundation operates as an independent organisation and our Trustees are original thinkers, who approach all proposals with inlri9ue, open minds and are not beholden to anyone. The Foundation held one of the Trustee quartedy meetings at the offices of tha Prince's Trust, London and the Trustee8 al80 Msited the Euslon Focd Bank, London. Other location visits are planned during th8 next financial year Main ActN*t￿S Fotsj Banks In response to the grovAng food povety crisis ￿USed by the impact of the pandemic, the Group launched a Food Bank programme in June 2020. The Foundation has undertakgn to continue the work and lo evolve the programme. Th8 development of strategic partnerships ￿th five Food bank$, located in afftas which are key to the operations of the Group, have led lo the support of the eslablishmenl of a mobile pantry project in Newcastle, the creation of a Regional Distribution Centr8 in Lei¢e$ter and the re1c￿atIon of th¢ Eu5ton Food Bank lo premises that are much more fil for purpose. The Foundation also supports six cty centre hubs. Fuel 8ank Foundation Since its registration, the Foundation has emba￿ed upon a stratagle partnership with the Fuel Bank Foundation. This partnership came about as a direct result of the Group supporting a network of f¢)od bank partners who share ideas and thoughts and where fuel povety was priortised. Following the Foundation's registration as a charity (( has continued wth supporting this nehvor The Fuel Bank Foundation y￿11 work with the Foundation's food banks lo provide relief from crisis fuel povety for those in need. The Prince's Trust During FY 2022 the Foundation has donated monies towards core education programm&s which will support young Peop￿ in developing resilience and key skills. Additionalty, the Foundation has allocated donations to the Trust's new Educalton Hub and new employa)ilty pilot in the Leicester area in support of the Group's colleague8 who are based in their Support Centre. Crisis In Decembar 2021 the Foundation began its partnership wth Crisis by supporting the Crisis at Christmas c8mpaBJn and helping Crisis provide 511 guasts with somewhere safe lo stay over Christmas. Aftèrwards the Found*ion continues to support Crisis wrth rts widar wèllbeing offering of suppottng people on Iheirjourn6y out of homel8ssn8ss. Page 3 THE WATCHES OF SWITZERLAND GROUP FOUNDATION IA company Ilmltgd by guarants•l TRUSTEES. REPORT {CONTINUED} FOR THE YEAR ENDED 30 APRIL 2022 Public Benefi As a charity. the Trust8es recognise their legal duty to report on the Foundation's public benerrt in their Annual Report and lo clearty demonslrale that the Objects of the Foundalion are for the public benefit. in recognition that being a registered charity is a privileg8, not a right. The Tru51ees assert that the charity is compliant wrth the requirements of th8 Charities Act 2011, having due regard for the publ￿ guidance published by the Charrty Commission. The Trustees acknowlédge and accept that there exist5 a kind of ￿venant between charities and society.. charities bring public benefit and, in their tum, are acwrded high levels of trust and eonfidence, as well as the beneffts of charriable status. The Trustees operate on a voluntary basis within the Foundation. Group colleagugs support the Foundation and do nol r8ceNe any separate pay7m8nt. chi Since receiving rt charitable status the Foundation is proud of the followng achievements.. Formation of an independent, experienced and knowledgeable Board of Trustees Appointment of four Ambassadors., Continued development of strategic partnerships with a number of Food Banks. Crisis, the Prince'$ Twst and the Fuel Bank., Donation to the prin￿ & Princess of Wales HospKe in Glasg¢)w.' and Formation and registration as a non-profit making organisalion the US Foundation, as a route to establishing partnerships with chariti68 who heve a similar objective lo those partnerships established in the UK. The Foundation plans lo conbnue to support communities Document and foTmalise the direction of the Foundation In conjunction wth the GTOUP play a role in ancouraging other like minded businesse8 to participate in charitable aCtiV￿e5 To encourage participate in the facilialion of volunleering opportunities for collwu8s of the Watches of Switserfand Group Support opportunities that arise during the course of the year that suppcxl the Charitable Purposes and objectives of the Found*ion Page4 THE WATCHES OF swrrzERLAND GROUP FOUNDATION {A company Ilmlted by guarnntO01 TRUSTEES. REPORT ICONTINUED) FOR THE YEAR ENDED 30 APRIL 2022 Thank We are gra18ful to the Truste8$ of lh& Foundation for agreeing to be part of this journey and for wanting to make a difference, their support, their time, expertise and Continued enthusiasm over the peri¢xl. We also wish to thgnk the Board of Watches of Sw"tzerland Group PLC for their generous donation to support the Found*ion. Page 5 THE WATCHES OF SWITZERLAND GROUP FOUNDATION IA company Ilmftod by guarantsel TRUSTEES. REPORT ICONTINUEDI FOR THE YEAR ENDED 30 APRIL 2022 STRUCTURE. GOVERNANCE AND MANAGEMENT The Trustees of th& Watches of Switzerfand Group Foundation present Ihair Annual Report & Accounts for the year ended 30 April 2022. The Accounts have been prepare(l in accordance wf(h the accounting poli¢i8s set out in Note 1 of the Accounts and comply wth the Chantys governing document. applicable law. the Companies Act 2006 and the Statement of Recommended Practice, 'Accounts"ng and Reporting by Charities,, 2015. The Trustees, Annual Report has been prepared in accordance with the guiddines sel out by the Charty Commission in the Charrties Statement of Recomrnended Practice ISORPI. Trustees are committed to the standards outlined in the Charty Commission'8 Charity Governance Code. A rewew of the Code and how thè Foundation functions is Nirrenlly underway. Iructure of nd Gove nin nt The Watches of Switzarfand Group Foundation is a company limited by guarantee, wthout share capital and governed by f(5 Memorandum and Articles of Association dated 7 October 2020, as amended by a Board Resolution 27 October 2021. The Company was registered as a charity on 22 November 2021. The Obj8¢ts of the Foundation are Set OLrt in this report. Throughout this Annual Report the Company is referred to as 'the Foundation,. Or The Trustees are uliimately responsible for the policies. activitses and assets of th8 Foyndation. The Trustees appfove all grants to be made by the Foundation L*fore such grants are mado. The Trustees have delegated the following rèsponsibilrties to employees of the WOSG PLC, for which no charge has been incurred by the Foundation in connectson wth serwces provided: research and investigate charitable causes and organisations. with the goal of idgntifying opportunit*s that align with the Foundation's mis5i0nlvision liaising wrih grant applicants and monitor tha perfomiance of grants to ensure that the Foundation's funding is being diroclad towards areas with demonstrated gaps and opportunilh8S maintaining the Foundation's records and infom)ation 8yStems', acting as the main point of contact for the Foundation for all stakeholders-, and managing the financial affairs of the Foundation. Page 6 THE WATCHES OF swifzERLAND GROUP FOUNDATION (A c(knpany limiled by guarantee) TRUSTEES. REPORT ICONTINUED) FOR THE YEAR ENDED 30 APRIL 2022 Recruitment and A ointment of Trustee$ The appoinknenl of Iruslees is governed by the Artides of Associatron and th8 Memorandum of Understsnding between the Foundation, the Watches of Swrtzerland Company Limited and the Watches of Switzerland Group PLC. Theio musl at all time5 be a minimum of three Iruslees, the majority of who must be independent. None of the trustees are remunerated in respect of their 8ervices as a trustee. All trustees are appointed based on their experience. skills and eMpathY￿th the F￿ndatIon'S vtslon. TNslee Induction and Trainin The Trustees of the Foundation are provided wth guidance and training as rgquirecl and are re9ularfy reminded of their rasponsibiltties as Tru$lee5. From the tounding of the Foundation to the date of this Report all trustees have received a training session. Th8 Trustee Board works to en$ure Klnpliancg with its legal duties to: Act in the interests of the Foundation and its beneficiaries. lill Protect and safeguard the assets of the Foundation. {iii) Act with reasonable care and skill. (iv) Ensure the Founéation is accountable. In addition, the Trustee Board- Where appropriate, m8nages any conflicts of interest {iil Rewew8 the financial position of the Foundation at each meeting liiil Takes appropriate advice from third parties when it needs to. Risk Mana &ment Th& Foundation is primarily a grant-mak8r. The FoUndat￿n has developed grant procedures to ensure grant5 ar8 monitored appropriately. The Trustees believe that the key risk facing the Foundation is that the Group ceases to donal8 any fvrther funds lo the Foundation. Fundraisin Statement During the year the Foundation did not undertake any public fundraising activty. nor doe$ it employ commercial third parties lo undertake fvndraisiny on their behalf. Pago 7 THE WATCHES OF SWITZERLAND GROUP FOUNDATION {A company Ilmltod by guarants81 TRUSTEES. REPORT ICONTINUEDI FOR THE YEAR ENDED 30 APRIL 2022 Grant makin The Trustees will nomially award grants lo r&Jister8d charities. Exceptions to this policy wilj be reviev￿ gn case-by-case basis in light of the status of the applicant, rts organisational structure (for exampb, was it established for philanthropic and benevolent purposes). and the requested purpose of the grant. DurirvJ the year no grants were made lo ch8ritse$ that wgrè not ragislarad. Fundin riorities The Foundation's grant making 18 focused on supporting ¢ommunilies and colleagues in locations within which the Group operates. In considering requests for support, tha Foundation considers projects that, are monaged cCfflpèten￿y. with clear accountabilty, cost effectiveness. Strong teadeT8hip and crealivily,. provld6 a signifunt and mewrable irnpact", are loc*￿ in a community wher& Group colleagues live and Work", and have the potential to offer volunteering opportunities for the Group collèagues. The Foundation alms lo make grants to recipients where long-18mi strategic partnerships can be dovelopgd and gr8rits can be focused on specrfic projects which the Trustees bel*ve will ensura sustainabilty of activf(ies. Grant partners provide regular feedback and updates to the Trustees. Orbce grants have been made, Group colleagues aw encouraged to participate in volunteer opportunf(ias with the charitie5 where possible. The Group sUPPOrts this volunteering through a range of Programmes and policies which are designed to leverage the impact of grants made by the Foundation. Trustees will not con$idor grant5 to project$ that discriminate on the basis of race, gender, relKJion, disability or sexual orientstK)n. The Foundation operates independently from the Group. To ensure that they act lahrfully al all times, the Trustees are encouraged to take advice from the Secretary of the Foundation, whfrn appropriate. As the Foundation ha5 no empk)yee's, work is carried out by Group colleagues, referred to as Foundation Volunteers. This staff time is donated by the Group and has been reC￿niSed as a donation in kind in the Finanrjal Slatemenls. The Foundation complie5 with all relevant laws regarding charitablè donations and charity benefficiaries in all countries where it is active. Currently the Foundation donates money to the US Foundation - this ¢xcurred after the end of the financial peri¢xl but before the dale of this Report. for onward distribution lo chosen US ¢harilies. There is a Memorandum of Understanding between the Foundation and th& US Foundation which defined the contractual relationship and ongoing commitments. Pag8 8 THE WATCHES OF SWITZERLAND GROUP FOUNDATION {A company Ilmltod by guarantsal TRUSTEES. REPQRT {CONTINUEDI FOR THE YEAR ENDED 30 APRIL 2022 Financiol Review A summary of the perictyj's results can be found on page 13 of the Financial SL*ement5. During tha year ended 30 April 2022, l¢*al income amounted to £4,519,875. The Trustees committed to grants of £1,375,DOO lo various charities during tho wriod. The FoundatKJn incurred costs of £32,913. This resutted in 8 net expendi￿re and movernent in funds for the year of £3.111,962. The balance sheet shows total funds of £3.111.962 of which £Nil are restricted funds with £3,111,962 unrestrfcted. The financial activities of the Foundation for the year undèr review and the financial position al the Balance Sheet dale are sel out in the Financial Statements. The Statement of Financial Activities {SOFAI is set out al page 13 and includes both unrestricted and re5trict8d fund$. The Trustee Board is satisfied with the financial pos((ion of the Foundalw)n. Reserves Pol The Trustees have decided that holding reserve$ Is unnecessary due lo the Foundation having no day-lo-day administration expenses or long-lerm commitments. As such no Reserves Policy is thought lo be appropriate. As al the yèar end the Foundation was holding reserves of approximatgty £3 million. 11 is the intention of th8 Trustees that this balance will be used during th8 next finanual period lo continue to support th8 charities which rt has already madg donations to. The Trustees will also consider other charities whom il may wlsh lo enter into a strategic partnership with arKI any other charities from time lo time, th* are in occo¥dance with ils Charitable Purposes. The Trustees have assessed whether tho use of the going concem a$5umption Is appropriate in preparing these financial 8tatèmenls. The Trustees have made this assessmanl in resp8cI lo a period of one year from the date of approval of the$e financial ststements. AS the Foundation has nel assets and expects this lo continue for a minimum of 12 months from the dale of signing the accounts the Trustees of the Foundation have condutjed ther& are no material uncertainties related to av8n¢s or conditions that may Gast 81gnrf￿anI doubl on the ability of the Foundati¢Jn to continue as a gc4ng concern. The TNsteas {who are also Dlrectors of the company The Watches of Switzerland Group Foundation for the purposes of company lawl are responsible for preparing the Trustees. Report and the financial Statements in accordance with applicable law and United Kingdom Accounting Standards Iunited Kingdom Generally Accepted Accounting Praclicel. Company requires the Trustees to prepare financial s18lement5 for 8ach financiol year. Under company law the Trustees must not approve the financial statements unless they are satisfied that they give a true and fair vièw of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expanditure, of the charitable company for that period. In Preparing these financial stslemenls, the Trustees are requir8d to.. select suitable acLounting policies and then app￿ them consistentty. observe the methods and principles in Ihg Charities SORP.. make judgments and accounting estimates that are reasonable and prudent.. Page 9 THE WATCHES OF SWITZERLAND GROUP FOUNDATION IA company Ilmlted by guaranteol TRUSTEES, REPORT {CONTINUEDI FOR THE YEAR ENDED 30 APRIL 2022 prepare the financial statements on the going concem basis unless it is inappropriat8 to presume that the charitsble company wll continue in operation. The Trustees are responsible for keeping adequate accounting rocords that are Suffic￿nt to show and axplain the charitable companls transactions and disclose with reasonabla accuracy al any time the financial position of the charitsble Company and enable th8m lo ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charilabk ￿MpanY and h6ncé for taking reasonable Steps for the prevention and detection of fraud and other irregularitie5. The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the chaTitable eompanl8 websf(e. Legislation In the Unfled Kingdom governing the preparation and dissemination of financigl statements may drffer from legislation in other jurfsdiclKJns. tion lo Each of the person$ who are Trustees at the time when this Trustees, Report is approved has confirmed that.. so far as that Trustee is aware. therè is no relevant audit infomiation of vthich the Charitab￿ companls audrtors are unaware. and that Trustee has taken all the steps that ought to have been taken as a Twstee in order to be aware of any relevant audit infomiation and to establish that the Charitab￿ company's auditors are aware olthat information. ptoved by order of the members of the board of Trustees and signed on their behalf by. Bria Chair of Trustees Dale.. 1511212022 Page 10 THE WATCHES OF SMTZERLAND GROUP FOUNDATION (A company limitod by guarantse) INDEPENDENT AUDITOR'S REI>ORT TO THE MEMBERS OF THE WATCHES OF SWITZERLAND GROUP FOUNDATION Oplnton We have audited the financial statements of The Watches of Switzerland Croup Foundation (the 'charityl for the year ended 30 April 2022 which Gomprise the statement of financial activities. the balance sheet, the statement of cash fl(Yws and th8 related notes, inclLsdin9 a summary of significant accounting polici8s. 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 appllcable in the UK and Republic of Ireland, lun11￿ Kingdom GenerallyAccept&J Acc¢JJnts'ng PraCtI￿)- In our opinptin the financral statements.. give a tnje and fair of the slate of the charitable companls affairs a$ at 30 April 2022 and of its incomlng ￿SOUrCeS and application of resources, including its income and expenditure for the year then ended.. have b￿n prop8rty prepared in &cordan¢e with United Kingdom GeneTalty Accepted Accounting Practice," and have bean prepared in ￿OrdanCe wrth the requirements of the Companias Act 2006. Ba$1$ for ¢plnlo Vve conducted our audit In aetordance with Intemalional Standards on Auditing IUKI IISAS IUKI) and applicable I￿. Our re5ponsibilrties under those standards are further described in the Auditorfs responsibilities for th8 audit of the financial statements section of our rèport. We are independent of the ¢harrtable company in accordance wrth the athical requirements that are relevant lo our audit of the financial slalements in the United Kingdtsertand Group plc. Th8 Cost of this has been calculated al £14,675 8nd has been reGognised as a donation in kind. The key managemant personnel of the Charity comprise Trustees and the Senior Management Team. No employee benefrts weie paid to key management personnel direcdy through The Watches of Switzertand Group Foundation during the year. However of the support noted above £14.675 related to services providod by key management personnel. Trustees. remuneratlon and gxpens05 During th8 y8ar. no Trustees receNed any remuneration or other benefrts. During the year ended 30 April 2022. no Trustee expenses have been incurred. 10. Creditors: Amounts falling due withln one year 2022 Ae£ruals 9.000 Page 22 THE WATCHES OF SWITZERLAND GROUP FOUNDATION (A company limited by gu8vanteel NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2022 11. St•t8mont of funds Statement of fund5 - current year Balance at 30 Aprfl 2022 Income Expendllura Unrestricted funds Gener81 4,519.875 11,407.9131 3,111.962 12. Summary offunds Summary of fvnds- curront yoAr Balan¢9 at 30 Aprll 2022 Income Expendlture General funds 4,519,875 {1A07.913) 3,111,982 13. Anatysis of net a5s•ts between funds Anatysls of net assets bet*4een funds • current y•ar Unrestrlcted funds 2022 Totsl funds 2022 Current assals Creditors due within one y8ar 3,120,962 19,0001 3,120.962 19,000) Totsl 3,111.962 3.111,962 Page 23 THE WATCHES OF SWITZERLAND GROUP FOUNDATION (A Gompany limlted by guararrtoel NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2022 14. Reconclllatlon of net movement In funds to nel cash flow from operating actlvltles 2022 Ng1 income for the year las per Statement of Financial Activities) 3.111.962 Increase in creditors 9,000 Net cash provlded by operating activitie8 3.120,962 16. Analysi5 of cash and cash aquivalents 2022 Cash in hand 3,120,962 Total cash and ¢ash equivalonts 3,120.962 16. Analysls of changes In net debt At 30 Aprll 2022 Cash flows Cash at bank and in hand 3.120,962 3.120,%2 3.120.962 3.120,962 17. Related party trnnsadions During the year, the charity received donations tolalling £4,500,000 from Watches of Switz8rland Company ￿mited of which the TTuslee Biian Dufy is a dire¢tor. The Char￿ benefrts from certain staff time and rent donated by WalGhes of Swtzerfand Group plc of which the Trustee Brian Duffy is a director. During the year staff time and rent lotalling £19,875 was donated to charity. Page 24