Company number: 13612909 Charity number: 1199157
The Greater Share Foundation
Report and financial statements For the period ended 31 December 2023
The Greater Share Foundation
Contents
For the period ended 31 December 2023
Reference and administrative information ...................................................................................... 1 Trustees’ annual report .................................................................................................................. 2 Independent auditor’s report ....................................................................................................... 10 Statement of financial activities (incorporating an income and expenditure account) ................... 14 Balance sheet ............................................................................................................................... 15 Statement of cash flows ................................................................................................................ 16 Notes to the financial statements ................................................................................................. 17
The Greater Share Foundation
Reference and administrative information
For the period ended 31 December 2023
Company number 13612909 Country of incorporation United Kingdom Charity number 1199157 Country of registration England & Wales Registered office and operational address Citypoint, One Ropemaker Street C/O Simpson Thacher & Bartlett LLP London EC2Y 9HU
Trustees Trustees, who are also directors under company law, who served during the year and up to the date of this report were as follows:
Daniel Paul Fletcher Chair Jason Brian Glover Trustee Graham Clive Elton Trustee Liesbet Maria Steer Trustee Key management personnel Dana Bezerra Chief Executive (appointed 11 January 2023; resigned 31 March 2024) Kim Dempsey Chief Operating Officer (appointed 1 November 2023; resigned 31 July 2024) Bankers Citibank Canada Square London E14 5LB Solicitors Simpson Thacher & Bartlett LLP Citypoint, One Ropemaker Street London EC2Y 9HU Auditor Sayer Vincent LLP Chartered Accountants and Statutory Auditor 110 Golden Lane LONDON EC1Y 0TG
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
The Trustees present their report and the audited financial statements for the period ended 31 December 2023.
Reference and administrative information set out on page 1 forms part of this report. The financial statements comply with current statutory requirements, the memorandum and articles of association, the requirements of a directors’ report as required under company law, and the Statement of Recommended Practice - Accounting and Reporting by Charities: SORP applicable to charities preparing their accounts in accordance with FRS 102.
Objectives and activities
Purposes and aims
The Charity's purposes are as set out in the objects contained in the Foundation’s memorandum of association and are restricted specifically, in each case only for the public benefit, to advance such charitable purposes (according to the law of England and Wales) as the Directors see fit from time to time. These include in particular but not limited to advancing the education of people, the advancement of healthcare and protection of the environment in each case for the public benefit by providing grants to organisations focussed on education, healthcare and protection of the environment.
The Trustees review the aims, objectives and activities of the Charity each year. This report looks at what the Charity has achieved and the outcomes of its work in the reporting period. The Trustees report the success of each key activity and the benefits the Charity has brought to those groups of people that it is set up to help. The review also helps the Trustees ensure the Charity's aims, objectives and activities remained focused on its stated purposes.
The Trustees have referred to the guidance contained in the Charity Commission's general guidance on public benefit when reviewing the Charity's aims and objectives and in planning its future activities. In particular, the Trustees consider how planned activities will contribute to the aims and objectives that have been set.
Greater Share is piloting an innovative philanthropic investment model that harnesses the expertise of the world’s top performing private equity funds and highest impact NGOs to solve complex global challenges. Greater Share’s first fund, The Greater Share Education Fund (“ the Fund”), is focused on closing the education gap and enacting real, measurable change on children’s lives across the globe by providing selected NGOs with long-term, unrestricted funding.
Non-governmental organisations (NGOs) face a reality where short-duration grants are the norm and fundraising consumes outsized organizational resources. They need assurance of substantial long-term funding to hire the talent and make the resource investments necessary to implement and scale programs and create systemic change.
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
Greater Share is a unique and repeatable philanthropic investment model. Individuals or investing entities invest in top tier private equity funds through Greater Share, thereby generating long term funding for NGOs while also expecting a financial return.
Top-tier private equity firms amplify investor contributions by donating 100% of fees and carry on every dollar invested by Greater Share into their funds.
Ultimately, our rigorously selected NGOs receive long-term unrestricted funding, as well as probono support from Greater Share.
Greater Share’s first fund (and first portfolio of NGOs) is focused on Education, but we aim to repeat this model across different sectors.
Achievements and performance
The Charity's main focus for 2023 was to spread awareness of the Greater Share model and to raise as much investor commitment to Fund as possible in order to maximise the long-term flow of funds to the chosen education NGOs.
In a challenging fundraising environment, the Trustees are delighted to report that by the end of 2023, commitments to the Fund amounted to US$35m. The fundraising window for this first fund closed at the end of June 2024 and by final close the Fund had reached US$52m in commitments.
This successful fundraising has proven that there is an appetite amongst investors to use the Greater Share philanthropic model and the Trustees are more determined than ever to repeat the model across other areas of need.
The investor commitments will be drawn down into the Fund over a period of approximately 5 years during which time the Fund will make its investments in underlying private equity funds. The benefits to the Charity are expected to be modest until the private equity investments begin to realise their investments.
By the end of 2023, the Fund had already invested in seven top tier private equity investments and commenced the journey towards high impact returns for our NGOs.
Benefits began to flow to the Charity’s NGOs in the first half of 2024 as the first tranche of waived fees for the period to 31 December 2023 from the private equity general partners was donated to the Charity. This initial donation to our NGOs is another pleasing validation of the Greater Share model. The benefits will remain small in scale until the fund begins to see distributions from exited private equity investments in future years in line with the life cycle of a private equity fund and the stated aims of the Charity.
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
Beneficiaries of our services
The Charity has appointed an Education Committee to conscientiously select and monitor highimpact NGOs for The Greater Share Education Fund to support the Greater Share theory of change in education across the globe. All our organisations have an intentional focus on groups who have been historically disadvantaged, have rigorous evidence of impact, and have a systemic approach to change that targets the root causes of educational inequalities and the systems that perpetuate them. Eight NGOs were selected for their ability to make a meaningful impact with the funding Greater Share expects to provide.
The work of the Education Committee has included liaising with our NGOs on strategic planning, funding needs and absorption capacity in order to determine the best allocation of potential Greater Share donations. The Committee has also been reviewing the key metrics that should be used to track the impact of the Charity’s funding on both the specific NGOs and across the portfolio of NGOs.
On an ongoing basis, the Committee manages the ongoing relationship with each NGO and serves as a thought partner, offering coaching, mentoring and strategic support.
As donations begin to flow to the NGOs, Greater Share will conduct impact studies to assess the extent to which the Greater Share funding has enabled each NGO to make strides towards systemic change.
With each future themed fund of the Greater Share family, specific committees will be appointed and NGOs will be identified, relevant to the theme.
Financial review
During the period under review, the Charity’s main focus was on creating awareness, establishing the model and raising investor commitments for the first fund. The model is one of longer-term charitable funding and the cash flows largely mimic the lifespan of a private equity fund i.e. minimal revenue in the initial investing stage with the potential for large returns in the latter years.
Donations received in the year of £1,378,602 comprise:
-
Priority profit share (establishment fees and ongoing fees) generated by the Greater Share Education Fund;
-
Donations from industry partners of fund administration and fund management fees paid by the Greater Share Education Fund and the Greater Share GP S.a.r.l.;
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Donations in advance of returns being realised from a minority of investors in the Fund and associated gift aid.
Donations of priority profit share will continue for the life of the Greater Share Education Fund and similar donations will flow from future Greater Share Funds. These financial statements show a negative reserves position which is due to timing, being establishment costs which were due to be
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
reimbursed to the founders. Since year end, the reserves position has become positive and is expected to remain positive. There is therefore no reason to doubt that the Charity will continue to be a going concern.
Costs of the charitable group are predominantly salaries, professional fees and marketing fees, all of which were incurred in the course of fundraising activities in the period to 31 December 2023.
The Charity funded The Greater Share SC Limited and The Greater Share SC US LLC through charitable loans through the start-up phase hence these subsidiaries show a loss for the period under review. In 2024, following the final close of the Fund, The Greater Share SC US LLC ceased to provide active administrative services and The Greater Share SC Limited is funded by service fees.
The Charity will not maintain reserves other than to ensure sufficient funding for the ongoing administration of the Greater Share group. The intention of the Charity is to donate all surplus revenue to the Charity’s NGOs.
Donations of waived fees from the General Partners of our private equity investee funds, carried interest donations and donations from our investors of realised gains, (unless otherwise stipulated by the investor), are all required to be donated to our NGOs and cannot be used for the administration costs of the Charity.
The Trustees extend their gratitude for the generous pro-bono support that has been provided for both legal services as well as management consultancy and operational functions during the period.
Simpson Thacher Bartlett LLP have provided legal support to the Greater Share group for a value of £1,443,511 ($1,837,949) in the period to 31 December 2023 (2022: £1,669,516 ($2,125,711). This support is ongoing.
Bain and Company have provided management consultancy and operations support during the period for a value of £2,611,302 ($3,324,839) (2022: £1,957,591 ($2,492,501). This support came to an end in November 2023.
Principal risks and uncertainties
The Greater Share model aims to provide its investors with attractive returns from capital invested into a portfolio of a selected group of private equity funds held within the Fund, while reducing investment risks through diversification.
The Fund will generally be subject to the risks applicable to other types of private equity investments and additional risks due to, in part, its investment in private equity Investee Funds. In addition, the Investee Funds in which the Fund will invest (and such Investee Fund’s underlying
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
portfolio companies) may be subject to similar risks and potential conflicts of interest as, and additional and/or different constraints than, the Fund.
An investment in the Fund involves significant financial, operational and other risks, including the risk of loss of the entire amount invested, and may not be suitable for all investors.
Therefore there is significant risk and uncertainty around the volume and timing of donations to the Charity due to the risks and uncertainty inherent in private equity investment.
Fundraising
The main focus of the Charity’s activities in the period under review was devoted to Fundraising. Fundraising in the context of the Greater Share model entails raising awareness of the brand and the model and finding investors who are willing to commit to the Fund. In the current period, all activity was aimed at maximising the committed funds in The Greater Share Education Fund to the maximum possible extent in order to leverage the private equity return potential as much as possible.
The Charity did not use any professional fundraisers or commercial participators. All fundraising activities complied with the relevant regulations and there was no non-compliance with any code. No complaints were received and only high net worth and/or professional investors were approached for potential investment in the Fund. No fundraising activities are undertaken by third parties.
Plans for the future
In the period since year end, the focus was to maximise investment into the Greater Share Education Fund through to the date on which the Fund was closed to new investment, being end of June 2024. As we now move past the final close of the fundraising window for our first fund, the Charity is looking to repeat the model in another area of need and has commenced strategic work towards raising a second fund with a different focus alongside identifying NGOs for whom the theme of a second fund would align.
Structure, governance and management
The organisation is a charitable company limited by guarantee, incorporated on 9 September 2021 and registered as a charity on 31 May 2022.
The company was established under a memorandum of association which established the objects and powers of the charitable company and is governed under its articles of association.
All Trustees give their time voluntarily and receive no benefits from the Charity. Any expenses reclaimed from the Charity are set out in note 5 to the accounts.
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
Greater Share is governed by an independent Board of Trustees comprised of Paul Fletcher, Liesbet Steer, Graham Elton, and Jason Glover. Greater Share’s Education Committee, chaired by Liesbet Steer, is tasked with conscientiously selecting and monitoring high-impact NGOs for the Fund to support. Greater Share’s Investment Committee, chaired by Graham Elton, selects and monitors top performing funds for investment.
The Board of Trustees are also the directors of the subsidiary companies located in the United Kingdom. The Chair of the Board of Trustees, Paul Fletcher, is also a director of the subsidiary companies based in the United States and Luxembourg, providing a point of continuity and consistent communication across the group.
The Board of Trustees meets formally once a month to discuss Charity and group matters. All substantive decisions are taken by or ratified by the Board of Trustees.
Day to day management was retained by the Board of Trustees, with some delegation to the Chief Executive Officer, Dana Bezerra, (January 2023 to March 2024) and the Chief Operating Officer, Kim Dempsey, (November 2023 to August 2024) as appropriate.
Appointment of Trustees
Trustees are also members and directors of the Charity.
The Directors shall be the only Members. A Director shall become a Member upon becoming a Director. Membership is not transferable.
Any person who is willing to act as a Director, and who is permitted by law to do so, may be appointed to be a Director by Ordinary Resolution or by a decision of the Directors. No one may be appointed a Director if he or she would be disqualified from acting under the provisions of Article 19 of the Charity’s Articles of Association or would not qualify under the Companies Act 2006.
Trustee induction and training
The Charity is in the process of developing Trustee induction and training in line with Charity Commission guidance.
Related parties and relationships with other organisations
The Charity is the parent entity of the following wholly owned subsidiary entities:
The Greater Share SC Limited – a service company based in the United Kingdom through which all administrative functions of the Charity are performed;
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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
The Greater Share IA Limited – an investment advisory entity based in the United Kingdom through which the Investment Committee of Greater Share provides advice to the Greater Share funds;
The Greater Share Education FP Limited – a Founding Partner entity which receives allocations of establishment priority profit share, waived private equity general partner fees and carry for onward donation to the Foundation;
The Greater Share GP S.a.r.l. – a General Partner entity based in Luxembourg which acts as the General Partner of the Greater Share Funds;
The Greater Share Foundation (US) – a Charity based in the United States to enable US based investors to donate their 50% or more gains from the Greater Share Fund to the Greater Share;
The Greater Share SC US LLC – a service company based in the United States to provide US based administrative functions.
The Greater Share Education Fund is a Luxembourg based fund of funds and as such is not a subsidiary but is a related party.
Remuneration policy for key management personnel
The remuneration of key management personnel is set by the Board of Trustees having regard to the industry norms for such positions in the jurisdiction of employment and with reference to affordability based on the Charity’s cash flow forecasts.
The Charity employed two short term key management personnel in the period, a Chief Executive Officer and a Chief Operating Officer, in order to maximise fundraising efforts in the United States while The Greater Share Education Fund was open for new investment. Their remuneration was commensurate with the norm for their positions in the United States.
Statement of responsibilities of the Trustees
The Trustees (who are also directors of The Greater Share Foundation for the purposes of company law) are responsible for preparing the Trustees’ annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Company law 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 charitable company and group and of the incoming resources and application of resources, including the income and expenditure, of the charitable company or group for that period. In preparing these 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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The Greater Share Foundation
Trustees’ annual report
For the period ended 31 December 2023
-
Make judgements and estimates that are reasonable and prudent
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State whether applicable UK Accounting Standards and statements of recommended practice 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 operation
The Trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the Trustees are aware:
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There is no relevant audit information of which the charitable company’s auditor is unaware
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The Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information
The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Members of the Charity guarantee to contribute an amount not exceeding £1 to the assets of the Charity in the event of winding up. The total number of such guarantees at 31 December 2023 was 4 (September 2022: 4). The Trustees are members of the Charity but this entitles them only to voting rights. The Trustees have no beneficial interest in the Charity.
Auditor
Sayer Vincent LLP was appointed as the charitable company's auditor during the year and has expressed its willingness to continue in that capacity.
The Trustees’ annual report has been prepared in accordance with the special provisions applicable to companies subject to the small companies' regime.
The Trustees’ annual report has been approved by the Trustees on 26 September 2024 and signed on their behalf by
Paul Fletcher Chair
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Independent auditor’s report
To the members of The Greater Share Foundation
Independent auditor’s report to the members of The Greater Share Foundation.
Opinion
We have audited the financial statements of The Greater Share Foundation (the ‘parent charitable company’) and its subsidiaries (the ‘group’) for the period ended 31 December 2023 which comprise the consolidated statement of financial activities, the group and parent charitable company balance sheets, the consolidated statement of cash flows and the notes to the financial statements, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
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Give a true and fair view of the state of the group’s and of the parent charitable company’s affairs as at 31 December 2023 and of the group’s incoming resources and application of resources, including its income and expenditure, for the period then ended
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Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice
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Have been prepared in accordance with the requirements of the Companies Act 2006 and 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 group financial statements section of our report. We are independent of the group and parent charitable company 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 Greater Share Foundation'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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Independent auditor’s report
To the members of The Greater Share Foundation
Other Information
The other information comprises the information included in the trustees’ annual report, other than the group 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 group 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 group 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 group 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
-
The information given in the trustees’ annual report for the financial period for which the financial statements are prepared is consistent with the financial statements
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The trustees’ annual report has been prepared in accordance with applicable legal requirements
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the trustees’ annual report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 and Charities Act 2011 requires us to report to you if, in our opinion:
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Adequate accounting records have not been kept by the parent charitable company, or returns adequate for our audit have not been received from branches not visited by us; or
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The parent charitable company financial statements are not in agreement with the accounting records and returns; or
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Certain disclosures of trustees’ remuneration specified by law are not made; or
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We have not received all the information and explanations we require for our audit; or
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The directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the trustees’ annual report and from the requirement to prepare a strategic report.
Responsibilities of trustees
As explained more fully in the statement of trustees’ responsibilities set out in the trustees’ annual report, the trustees (who are also the directors of the parent charitable company for the purposes
11
Independent auditor’s report
To the members of The Greater Share Foundation
of company law) 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 group’s and the parent charitable company’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 group or the parent charitable company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
We have been appointed auditor under the Companies Act 2006 and section 151 of the Charites Act 2011 and report in accordance with those Acts.
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 are set out below.
Capability of the audit in detecting irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
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We enquired of management, which included obtaining and reviewing supporting documentation, concerning the group’s policies and procedures relating to:
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Identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance;
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Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud;
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The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
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We inspected the minutes of meetings of those charged with governance.
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We obtained an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a material effect on the financial statements or that had a fundamental effect on the operations of the group from our professional and sector experience.
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Independent auditor’s report
To the members of The Greater Share Foundation
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We communicated applicable laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit.
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We reviewed any reports made to regulators.
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We reviewed the financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations.
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We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
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In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments, assessed whether the judgements made in making accounting estimates are indicative of a potential bias and tested significant transactions that are unusual or those outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available 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 charitable company's members as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and section 144 of the Charities Act 2011 and regulations made under section 154 of that Act. Our audit work has been undertaken so that we might state to the charitable company's members 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 charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Orchard (Senior statutory auditor)
27 September 2024
for and on behalf of Sayer Vincent LLP, Statutory Auditor 110 Golden Lane, LONDON, EC1Y 0TG
Sayer Vincent LLP is eligible to act as auditor in terms of section 1212 of the Companies Act 2006
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The Greater Share Foundation
Consolidated statement of financial activities (incorporating an income and expenditure account)
For the period ended 31 December 2023
| For theperiod ended 31 December 2023 | ||||
|---|---|---|---|---|
| Note Income from: 2 3 4 Reconciliation of funds: Investments Total income Expenditure on: Donations and legacies Raising funds Net income / (expenditure) for the year Total expenditure Net income / (expenditure) before net gains / (losses) on foreign exchange Net gains / (losses) on foreign exchange Total funds brought forward Total funds carried forward Transfers between funds Net movement in funds |
Unrestricted £ 5,433,415 2,166 |
15 months to 31 December 2023 Total £ 5,433,415 2,166 5,435,581 5,333,295 5,333,295 (2,853) 99,433 - 99,433 (155,970) (56,537) 102,286 |
Unrestricted £ 3,627,107 - |
12 months to 30 September 2022 (restated) Total £ 3,627,107 - |
| 5,435,581 | 3,627,107 | 3,627,107 | ||
| 5,333,295 | 3,783,077 | 3,783,077 | ||
| 5,333,295 | 3,783,077 | 3,783,077 | ||
| (2,853) 102,286 |
- (155,970) |
- (155,970) |
||
| 99,433 - |
(155,970) - |
(155,970) - |
||
| 99,433 (155,970) |
(155,970) - |
(155,970) - |
||
| (56,537) | (155,970) | (155,970) |
All of the above results are derived from continuing activities. There were no other recognised gains or losses other than those stated above. Movements in funds are disclosed in Note 14a to the financial statements.
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The Greater Share Foundation
Company no. 13612909
Balance sheets
As at 31 December 2023
| As at 31 December 2023 Balance sheets |
As at 31 December 2023 Balance sheets |
As at 31 December 2023 Balance sheets |
Company no. 13612909 | Company no. 13612909 |
|---|---|---|---|---|
| As at 31 December 2023 As at 30 September 2022 Note £ £ Fixed assets: - - - - Current assets: 11 1,068 - 106,989 37,561 108,057 37,561 Liabilities: 12 (164,594) (193,531) Income (56,537) (155,970) (56,537) (155,970) (56,537) (155,970) 14a (56,537) (155,970) Total unrestricted funds (56,537) (155,970) (56,537) (155,970) Total funds Investments Cash at bank and in hand The group Creditors: amounts falling due within one year Net current (liabilities) / assets Total net (liabilities) / assets Unrestricted income funds: General funds Total assets less current liabilities Debtors Funds: |
As at 31 December 2023 As at 30 September 2022 £ £ 10,533 - 10,533 - 1,152,907 - 72,623 - 1,225,530 - - - 1,225,530 - 1,236,063 - 1,236,063 - 1,236,063 - 1,236,063 - 1,236,063 - The charity |
|||
| - 1,068 106,989 |
- - 37,561 |
10,533 1,152,907 72,623 |
- - - |
|
| 108,057 (164,594) |
37,561 (193,531) |
1,225,530 - |
- - |
|
| (56,537) | (155,970) | 1,225,530 | - | |
| (56,537) | (155,970) | 1,236,063 | - | |
| (56,537) | (155,970) | 1,236,063 | - | |
| (56,537) | (155,970) | 1,236,063 | - | |
| (56,537) | (155,970) | 1,236,063 | - | |
| (56,537) | (155,970) | 1,236,063 | - |
Approved by the trustees on 26 September 2024 and signed on their behalf by
Paul Fletcher Chair
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The Greater Share Foundation
Consolidated statement of cash flows
For the period ended 31 December 2023
| For the period ended 31 December 2023 | ||||
|---|---|---|---|---|
| Net income / (expenditure) for the reporting period (as per the statement of financial activities) (Increase)/decrease in debtors Increase/(decrease) in creditors Net cash (used in) operating activities Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Net cash provided by financing activities Change in cash and cash equivalents in the year Cash inflows from founder loans and contributions Repayments of founder loans Cash flows from operating activities Cash flows from financing activities: |
£ £ 99,433 (1,068) 28,937 127,302 107,852 (165,726) (57,874) 69,428 37,561 106,989 15 months to 31 December 2023 |
£ £ (155,970) - 193,531 37,561 - - - 37,561 - 37,561 12 months to 30 September 2022 |
||
| 127,302 (57,874) |
37,561 - |
|||
| 69,428 37,561 |
37,561 - |
|||
| 106,989 | 37,561 |
16
The Greater Share Foundation
Notes to the financial statements
For the period ended 31 December 2023
- 1 Accounting policies
a) Statutory information
- Greater Share Foundation is a charitable company limited by guarantee and is incorporated in the United Kingdom.
The registered office address is Greater Share Foundation, c/o Simpson Thacher and Bartlett LLP, Citypoint, One Ropemaker Street, London, EC2Y 9HU.
b) 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) - (Charities SORP FRS 102), The Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.
These financial statements consolidate the results of the charity and its wholly-owned subsidiaries The Greater Share Education FP Limited, The Greater Share GP S.a r.l (registered in Luxembourg), The Greater Share SC Limited and THe Greater Share SC LLC (registered in USA) on a line by line basis. Transactions and balances between the charity and its subsidiaries have been eliminated from the consolidated financial statements. Balances between the entities are disclosed in the notes of the charity's balance sheet. A separate statement of financial activities, or income and expenditure account, for the charity itself is not presented because the charity has taken advantage of the exemptions afforded by section 408 of the Companies Act 2006. A summary of the result for the year is disclosed in the notes to the accounts.
Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy or note.
c) Public benefit entity
The charity meets the definition of a public benefit entity under FRS 102.
d) Going concern
The trustees consider that there are no material uncertainties about the charity's ability to continue as a going concern. Whilst the group shows a negative reserves position at year end, this is due to the costs incurred during the start-up period. In 2024 the charity has begun to receive income through gains on the investment fund and has moved to a position where reserves are positive. The loans provided by the founders will also be fully repaid in 2024.
17
The Greater Share Foundation
Notes to the financial statements
For the period ended 31 December 2023
-
1 Accounting policies (continued)
-
e) Income
Income is recognised when the charity has entitlement to the funds, any performance conditions attached to the income have been met, it is probable that the income will be received and that the amount can be measured reliably.
Income comprises gifts from individuals and other organisations, Established Priority Profit Share (EPPS) and Priority Profit Share (PPS). Gifts from individuals and other organisations also includes waived investment management fees which are then donated.
EPPS income represents a fixed payment of 2% of an investors contribution to the investment fund, paid as a one-off payment and recognised upon receipt.
PPS income represents ongoing priority profit share income based on 0.5% of investor commitments to the Fund, payable every six months in advance.
- f) Donations of gifts, services and facilities
Donated professional services and donated facilities are recognised as income when the charity has control over the item or received the service, any conditions associated with the donation have been met, the receipt of economic benefit from the use by the charity of the item is probable and that economic benefit can be measured reliably.
On receipt, donated gifts, professional services and donated facilities are recognised on the basis of the value of the gift to the charity which is the amount the charity would have been willing to pay to obtain services or facilities of equivalent economic benefit on the open market; a corresponding amount is then recognised in expenditure in the period of receipt.
g) Interest receivable
Interest on funds held on deposit 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.
h) Fund accounting
Unrestricted funds are donations and other incoming resources received or generated for charitable purposes.
i) Expenditure and irrecoverable VAT
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 as a cost of raising funds, support or governance cost.
Irrecoverable VAT is charged as a cost against the activity for which the expenditure was incurred.
j) Grants payable
Grants payable are made to third parties in furtherance of the charity's objects. Single or multi-year grants are accounted for when either the recipient has a reasonable expectation that they will receive a grant and the trustees have agreed to pay the grant without condition, or the recipient has a reasonable expectation that they will receive a grant and that any condition attaching to the grant is outside of the control of the charity.
Provisions for grants are made when the intention to make a grant has been communicated to the recipient but there is uncertainty about either the timing of the grant or the amount of grant payable.
18
The Greater Share Foundation
Notes to the financial statements
For the period ended 31 December 2023
- 1 Accounting policies (continued)
k) Allocation of support costs
Resources expended are allocated to the particular activity where the cost relates directly to that activity. However, the cost of overall direction and administration of each activity, comprising the salary and overhead costs of the central function, is apportioned to costs of raising funds as no direct charitable activities have been performed in the period.
Governance costs are the costs associated with the governance arrangements of the charity. These costs are associated with constitutional and statutory requirements and include any costs associated with the strategic management of the charity’s activities.
l) Investments in subsidiaries Investments in subsidiaries are at cost.
m) Debtors
Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.
- n) Cash at bank and in hand
Cash at bank and cash 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.
- o) 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 normally recognised at their settlement amount after allowing for any trade discounts due.
p) Financial instruments
The charity only 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.
2 Income from donations and legacies
| Gifts EPPS (note 1e) PPS (note 1e) Services in kind |
Unrestricted £ 685,184 553,494 139,924 4,054,813 |
£ - - - - Restricted |
15 months to 31 December 2023 Total £ 685,184 553,494 139,924 4,054,813 |
Unrestricted £ - - - 3,627,107 |
£ - - - - Restricted |
12 months to 30 September 2022 (restated) Total £ - - - 3,627,107 |
|---|---|---|---|---|---|---|
| 5,433,415 | - | 5,433,415 | 3,627,107 | - | 3,627,107 |
19
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
3 Analysis of expenditure (current year)
| Staff costs (Note 5) Services in kind Administrative expenses Advertising, communications and marketing Audit & accounting fees Other professional fees Overheads Bank fees Interest payable Income comprises gifts from individuals and other Support costs Governance costs Total expenditure 2023 Total expenditure 2022 |
Raising funds £ 528,863 3,910,462 224,519 236,865 - 132,647 - 4,763 38 5,038,157 135,787 159,351 5,333,295 3,616,125 |
Governance costs £ - 144,351 - - 15,000 - - - - 159,351 - (159,351) - 166,952 |
Support costs £ - - - - 112,331 - 23,456 - - 135,787 (135,787) - - - |
15 months to 31 December 2023 TOTAL £ 528,863 4,054,813 224,519 236,865 127,331 132,647 23,456 4,763 38 5,333,295 - - 5,333,295 |
12 months to 30 September 2022 TOTAL (restated) £ - 3,627,107 155,970 - - - - - - |
|---|---|---|---|---|---|
| 3,783,077 - - |
|||||
| 3,783,077 |
20
The Greater Share Foundation
Notes to the financial statements
For the period ended 31 December 2023
3b Analysis of expenditure (prior year)
| Staff costs (Note 5) Services in kind Administrative expenses Advertising, communications and marketing Audit & accounting fees Other professional fees Overheads Bank fees Interest payable Income comprises gifts from individuals and other organisations, Established Support costs Governance costs Total expenditure 2022 |
Raising funds £ - 3,460,155 155,970 - - - - - - 3,616,125 - 166,952 3,783,077 |
Governance costs £ - 166,952 - - - - - - - 166,952 - (166,952) - |
Support costs 2022 TOTAL (restated) £ £ - - - 3,627,107 - 155,970 - - - - - - - - - - - - - 3,783,077 - - - - - 3,783,077 |
|---|---|---|---|
21
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
- 4 Net income / (expenditure) for the year
This is stated after charging / (crediting):
| This is stated after charging / (crediting): | ||
|---|---|---|
| 2023 | 2022 | |
| £ | £ | |
| Interest payable | 38 | - |
| Auditor's remuneration (excluding VAT): | ||
| Audit | 15,000 | - |
| Other services | 5,000 | - |
| Foreign exchange losses | 2,853 | - |
- 5 Analysis of staff costs, trustee remuneration and expenses, and the cost of key management personnel
Staff costs were as follows:
| Staff costs were as follows: | ||
|---|---|---|
| Social security costs Employer’s contribution to defined contribution pension schemes Salaries and wages |
2023 £ 487,603 25,231 16,029 |
2022 £ - - - |
| 528,863 | - |
The following number of employees received employee benefits (excluding employer pension costs and employer's national insurance) during the year between:
employer's national insurance) during the year between: |
||
|---|---|---|
| 2023 | 2022 | |
| No. | No. | |
| £80,000 - £89,999 | 1 | - |
| £280,000 - £289,999 | 1 | - |
The total employee benefits (including pension contributions and employer's national insurance) of the key management personnel were £354,974 (2022: £nil).
The charity trustees were neither paid nor received any other benefits from employment with the charity in the year (2022: £nil). No charity trustee received payment for professional or other services supplied to the charity (2022: £nil).
6 Staff numbers
The average number of employees (head count based on number of staff employed) during the year was 2 (2022: nil).
7 Related party transactions
The Greater Share Foundation made loans to the trading subsidiaries to cover costs incurred. Amounts owed by subsidiaries to the charity are disclosed in note 11.
The trustees made donations/loans to the charity. No donations were made outside of the normal course of business. Outstanding loan balances from the trustees at year end were £69,867 (2022: £nil).
8 Taxation
The charity is exempt from corporation tax as all its income is charitable and is applied for charitable purposes. The charity's trading subsidiaries (see note 9) distribute under Gift Aid available profits to the parent charity. No tax charges have been incurred in the year (2022: £nil).
22
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
9a Subsidiary undertakings
The charity owns the whole of the issued ordinary share capital of The Greater Share GP S.à r.l., a company registered in Luxembourg. The company number is B263889. The registered office address is 3, Rue Gabriel Lippmann, L-5365 Luxembourg, Grand Duchy of Luxembourg.
The subsidiary is used for non-primary purpose trading activities. The entity acts as General Partner to the Greater Share Education Fund. All activities have been consolidated on a line by line basis in the statement of financial activities.
A summary of the results of the subsidiary is shown below:
| A summary of the results of the subsidiary is shown below: activities. |
||
|---|---|---|
| Other taxes Profit / (loss) for the financial year Retained earnings Total retained earnings brought forward Profit / (loss) for the financial year Total retained earnings carried forward Other operating expenses Interest receivable and similar income The aggregate of the assets, liabilities and reserves was: Assets Liabilities Reserves Interest payable and similar expenses |
2023 EUR 161,962 (117,540) 868 (535) |
2022 EUR 33,745 (104,625) (81) - |
| 44,755 | (70,961) | |
| (70,961) 44,755 |
- (70,961) |
|
| (26,206) | (70,961) | |
| 22,143 (36,349) |
43,176 (102,137) |
|
| (14,206) | (58,961) |
23
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
9b Subsidiary undertakings
The charity is the sole member of The Greater Share SC (US) LLC, a company registered in USA. The activities of the entity are to provide US based administrative services to the group. All activities have been consolidated on a line by line basis in the statement of financial activities.
A summary of the results of the subsidiary is shown below:
line by line basis in the statement of financial activities. A summary of the results of the subsidiary is shown below: |
||
|---|---|---|
| Profit / (loss) for the financial year Total retained earnings carried forward The aggregate of the assets, liabilities and reserves was: Assets Liabilities Reserves Profit / (loss) on ordinary activities before taxation Taxation on profit on ordinary activities Profit / (loss) for the financial year Retained earnings Total retained earnings brought forward Profit/(loss) on ordinary activities before interest and taxation Gains on foreign exchange Turnover Cost of sales Gross profit/(loss) Administrative expenses |
2023 $ - - |
2022 $ - - |
| - (531,334) |
- - |
|
| (531,334) 17,021 |
- - |
|
| (514,313) - |
- - |
|
| (514,313) | - | |
| - (514,313) |
- - |
|
| (514,313) | - | |
| 9,707 (524,020) |
- - |
|
| (514,313) | - |
24
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
9c Subsidiary undertakings
The charity owns the whole of the issued ordinary share capital of The Greater Share SC Ltd, a company registered in England. The company number is 13928857. The registered office address is Citypoint One Ropemaker Street, C/O Simpson Thacher & Bartlett LLP. London, United Kingdom, EC2Y 9HU
The activities of the entity are to provide administrative services to the group. All activities have been consolidated on a line by line basis in the statement of financial activities.
A summary of the results of the subsidiary is shown below:
| A summary of the results of the subsidiary is shown below: | ||
|---|---|---|
| 2023 | 2022 | |
| £ | £ | |
| Turnover | - | - |
| Gross profit/(loss) | - | - |
| Administrative expenses | (643,201) | (94,238) |
| Profit/(loss) on ordinary activities before taxation | (643,201) | (94,238) |
| Taxation on profit on ordinary activities | - | - |
| Retained earnings | ||
| Total retained earnings brought forward | (94,238) | - |
| Profit / (loss) for the financial year | (643,201) | (94,238) |
| Total retained earnings carried forward | (737,439) | (94,238) |
| The aggregate of the assets, liabilities and reserves was: | ||
| Assets | 2,851 | 100 |
| Liabilities | (740,190) | (94,238) |
| Reserves | (737,339) | (94,138) |
25
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
9d Subsidiary undertakings
The charity owns the whole of the issued ordinary share capital of The Greater Share Education FP Ltd, a company registered in England. The company number is 13928767. The registered office address is Citypoint One Ropemaker Street, C/O Simpson Thacher & Bartlett LLP. London, United Kingdom, EC2Y 9HU
The entity acts as Founder Partner to the Greater Share Education Fund and accepts allocations of establishment fees, waived fees and carried interest. All activities have been consolidated on a line by line basis in the statement of financial activities. Available profits are distributed under Gift Aid to the parent charity.
A summary of the results of the subsidiary is shown below:
| A summary of the results of the subsidiary is shown below: | ||
|---|---|---|
| Assets Liabilities Reserves Profit for the financial year Retained earnings Total retained earnings brought forward Profit for the financial year Distribution under Gift Aid to parent charity Total retained earnings carried forward Taxation on profit on ordinary activities The aggregate of the assets, liabilities and reserves was: Gross profit/(loss) Administrative expenses Profit on ordinary activities before taxation Turnover |
2023 £ 553,494 |
2022 £ - |
| 553,494 (404) |
- - |
|
| 553,090 - |
- - |
|
| 553,090 | - | |
| - 553,090 (553,090) |
- - - |
|
| - | - | |
| 100 (100) |
- - |
|
| - | - |
26
The Greater Share Foundation
Notes to the financial statements
For the year ended 31 December 2023
10 Parent charity
The parent charity's gross income and the results for the year are disclosed as follows:
| 11 12 Creditors: amounts falling due within one year Founder loans Trade creditors Gross income Result for the year Debtors Prepayments Amounts due from group undertakings Accruals |
2023 2022 £ £ - - 1,068 - 1,068 - 2023 2022 £ £ 69,867 62,993 29,774 130,538 64,953 - 164,594 193,531 The group The group |
2023 2022 £ £ - - 1,068 - 1,068 - 2023 2022 £ £ 69,867 62,993 29,774 130,538 64,953 - 164,594 193,531 The group The group |
2023 £ 5,291,585 1,236,063 |
2022 (restated) £ 3,627,107 - |
|---|---|---|---|---|
| 164,594 | 193,531 | - | - |
27
The Greater Share Foundation
Notes to the financial statements
| Notes to the financial statements | Notes to the financial statements | Notes to the financial statements | |||
|---|---|---|---|---|---|
| For the year ended 31 December 2023 | |||||
| 13a General £ (56,537) (56,537) 13b General £ (155,970) (155,970) 14a £ £ General funds (155,970) 5,432,728 (155,970) 5,432,728 (155,970) 5,432,728 14b £ £ General funds - 3,627,107 - 3,627,107 - 3,627,107 Total funds Unrestricted funds: Total unrestricted funds Total funds Movements in funds (current period) Net assets at 31 December 2023 Analysis of group net assets between funds (prior year) Net current liabilities At 1 October 2022 Unrestricted funds: Income & gains At 1 October 2021 Income & gains Movements in funds (prior year) Total unrestricted funds Net assets at 30 September 2022 Analysis of group net assets between funds (current year) Net current liabilities |
£ - Designated |
Restricted £ - |
Total funds £ (56,537) |
||
| (56,537) | - | - | (56,537) | ||
| £ - Designated |
Restricted £ - |
Total funds £ (155,970) |
|||
| (155,970) | - | - | (155,970) | ||
| £ 5,432,728 Income & gains |
£ (5,333,295) Expenditure & losses |
£ - Transfers |
£ (56,537) At 31 December 2023 |
||
| (155,970) | 5,432,728 | (5,333,295) | - | (56,537) | |
| (155,970) | 5,432,728 | (5,333,295) | - | (56,537) | |
| £ - At 1 October 2021 |
£ 3,627,107 Income & gains |
£ (3,783,077) Expenditure & losses |
£ - Transfers |
£ (155,970) At 30 September 2022 |
|
| - | 3,627,107 | (3,783,077) | - | (155,970) | |
| - | 3,627,107 | (3,783,077) | - | (155,970) |
15 Legal status of the charity
The charity is a company limited by guarantee and has no share capital.
16 Prior year restatement
The figures for the year ended 30 September 2022 have been restated in order to recognise services in-kind provided to the group during that period. Further details of these services are included in the Trustees' report and note 2.
28