The Badley Memorial Trust A Charitable Incorporated Organisation Registered Charity Number: 1203013 Report of the Trustees and Financial Statements Year Ended 31 March 2024 Higgs LLP 3 Waterfront Business Park Brierley Hill West Midlands DY5 ILX The Badley Memorial Trust Index to the Financial Statements Year Ended 31 March 2024 Page Contents Reference and Administrative Information Trustees, Annual Report Statement of Financial Activities Balance Sheet 10-12 Notes to the Accounts The Badley Memorial Trust Reference and Administrative Information Year ended 31 March 2024 Governing Document The Charity is governed by the CIO Foundation Constitution dated 10 May 2023. The Charity's registered charity number is 1203013. Trustees David John Stanley (Chair) Nicolas Anthony Barlow (appointed 27 February 2024) Julie Dawn Bull (appointed 27 February 2024) Alan Johnson Anne Elizabeth Millward (appointed 27 February 2024} Michael John Shaw (appointed 27 February 2024) Elai ne Ann Taylor (appointed 27 February 2024) stephen James Waltho (appointed 27 February 2024) Michael Stuart Williams Secretary Ms Kirsty McEwen Bankers CAF Bank Ltd 25 Kings Hi15 Avenue King5 Hill West Maillng Kent ME19 4JQ Solicitors Higgs LLP 3 Waterfront Business Park Brierley Hlll West Midlands DY5 ILX Investment Managers Evelyn Partners 103 Colmore Row Blrmingham B3 3AG The Badley Memorial Trust Trustees. Annual Report Year ended 31 March 2024 The Trustees present their annual report and financial statements of the Charity for the year ended 31 March 2024. The financial statements have been prepared in accordance with the accounting policies set out in note I to the accounts and comply with the Charity's governing document, the Charities Act 2011 and the Statement of Recommended Practice appl icable to the charities preparing thelr accounts with the Financial Reporting Standard applicable on I January 2019. Structure, Governance and Management The Charity was registered with the Charity Commission on 10 May 2023 under registered charity number 1203013, and is constituted under the CIO Foundation Constitution dated 10 May 2023 {"the Governing Document"), The Charity does not actively fundraise and Seeks to continue charitable work through the careful stewardship of its existing resources. The Governing Document provides for a minimum of three Trustees and a maximum of twelve Trustees. The Trustee board may consist of the following.. Three Nominative Trustees Not less than three nor more than nine Appointed Trustees Nominative Trustees Nominative Trustees are appointed by their respective appointing bodies for a term of office of five years at a meeting convened and held according to the ordinary practice of the appointing bodies. The existing Trustees have an absolute discretion as to whether to approve or reject a nomination. Nominative Trustees are appointed by Dudley Metropolitan Borough Council and Black Country Healthcare NHS Foundation Trust. There may be three Nominative Trustees on the Board of Trustees. Nominative Trustees for each organisation are as follows.. Dudley Metropolitan Borough Council Elaine Ann Taylor Black Country Healthcare NHS Foundation Trust Michael John Shaw Appointed Trustees Appointed Trustees are appointed under clause l O of the Governlng Document for a term of office of five years, by virtue of thei r special knowledge of the area of benefit, through residence, employment or otherwise. The Governing Documents provides for the appointment of a minimum of three and a maximum of nine Appointed Trustees. The Co-optative Trustees are as follows.. Nicolas Anthony Barlow Jul ie Dawn Bull Alan Johnson Anne Elizabeth Millward David John Stanley stephen James Waltho MBE Michael Stuart Williams The Badley Memorial Trust Trustees, Annual Report Year ended 31 March 2024 Trustees must hold at least one meeting each year, either in person or by suitable electronic means. The quorum at any meeting Is at least one third of the total number of Trustees at the time, or two, whichever is the greater. At the Trustees, meetings, the Trustees agree the broad strategy and areas of activities for the Charity, including consideration of grant making, investment, reserves and risk management policies and perforrnance. The day to day administration of grants and the processing and handling of applications prior to consideration by the Trustees is delegated to the Secretary. The Trustees would take account of the recommendations of the ICSA best practice guide 'Recruitment, Appointment and Induction of Charity Trustees, should the need to recruit new Trustees arise. The Trustees would look to recruit in light of an appropriate skills audit of the current Board and taki ng into account the experience, expertise and diversity of the current Board, as well as their knowledge of the Charity's area of benefit and beneficial class. New Trustees may be sought by open advertisement or through a dialogue with major grant recipients and local community g roups respecting the ethos of the Charity to continue the charitable work intended by the settlors, the Trustees actively seek those with a knowledge of the local area when considering any prospective candidate. The ultimate decision on selection is a matter for the Trustees. On appointment new Trustees sign a Trustee Declaration and Undertaking committing them to the giving of their time and expertise. It also confirms their ability to act in the role of Trustees. The induction process has been changed to follow the ICSA good practice guide with a formal induction programme for any newly appointed trustee being led by the Secretary, to include initial training in the grant making process, the duties and responsibilities of the Trustees and the role of any sub committees. The welcome pack includes, amongst other information and guidance, a brief history of the Trust, copy of recent Trustee (and sub committee) mlnutes, a copy of the last three years of annual reports and accounts, a copy of the Governing Document and a copy of the Charity Comrnission's guidance 'The Essential Trustee: What You Need to Know, and 'Charities and Public Benefit,. The Trustees intend in the upcoming year, with the support of the Secretary, to developing a code of conduct for Trustees including formal statements of roles and responsibilities and to undertake work on the Charity Governance Code. All Trustees give of their time freely and no Trustee remuneration was paid in the year. Trustees are entitled to claim reasonable out of pocket expenses and where they do those are noted in the accounts. Trustees are required to disclose annually (and as they arise) any potential interests which might conflirt and register them with the Secretary and in accordance with the Charity's written conflicts of interest policy. Risk Management The Trustees have considered the major risks to whlch the Charlty is exposed and have reviewed those risks and established systems and procedures to manage those risk5. The major financial risk is the variability of investment returns on the portfolio and its impact on income levels and capital growth. The Trustees have actively sought to manage this risk by appointing Evelyn Partners as Discretionary Managers of the investment portfolio. Their role is to monitor the performance of the portfolio, to take appropriate action to mitigate any loss to the portfolio, and to ensure that the objectives as detailed in the Investment Policy Statement are following and reviewed annually. The Badley Memorial Trust Trustees. Annual Report Year ended 31 March 2024 The major operational risk is the extent to which grants awarded to individuals and charitable or not for profit organisations advances the objects of the Charity and demonstrate sufficient public benefit. The Charity has managed its risk by retaining Trustees of sufficient expert15e and experience, and through the quality of the institutions and the people who they support. In addition, the Trustees rely on the Secretary to undertake appropriate and proportionate due diligence on applications and ensu re all grant giving retains a focus on the public benefit. The major regulatory impact of the Common Reporting Standard ('the CFiS'), on the operation of the Charity. CRS is being an international tax transpa rency regime aimed at preventing tax evasion. CRS came into force from l January 2016 and the Charity is now required to provide information about their beneficiaries, tax residency status to HMRC, who will then share this information with the appropriate tax authority in other jurisdictions. The Charity is subject to this regime because it relies on investments for more than 500/0 of its income and those investments are professionally managed by a financial institution under discretionary mandate. This means the Trustees are required to carry out due diligence to establish a tax residency status of all beneficiaries, keep records of efforts to comply with the regime, register with HMRC as a financial institution ("Financial Institution") if they have reporting requirements and report to HNRC if required. The grant application process is reviewed annually and the grant application form expanded to collect the necessary due diligence information that is required in order to establish tax residency status of all grant recipients, both i ndividuals and charity and not for profit organisations. This includes additional information including tax resident jurisdiction, tax identification number (for individuals) and entity status (for organisations). The Trustees will keep this under review. Objects and Activities for the Public Benefit The objects of the Charity are: '3.1 The relief of sickness and the preservation of health,. and 3.2 The relief of those in need by reason of ill-heèlth or disèbility, among people residing permanently or temporarily in the Metropolitan Borough of Dudley ' the Area of Benefit,) by such charitable mean5 a5 the Trustees shall from time to time think fjit. The Trustees confi rm that they have referred to the guidance contained In the Charlty The Trustees have set a Grant Making Policy and review this on an annual basis. This is available on request. The Trustees have a wide discretion to make grants to charities and for charltable purposes. The Trustees confirm that they have referred to the guidance contalned In the Charity Commission's general guidance on public benefit when reviewing the Charity's objects and purposes and in planning future activities and settl ng the grant making policy for the year. The Charity carries out its objects by providing grants to individuals {for exclusively charitable purposes) and to charitable and not for profit organisations Wlthin the area of benefit (for exclusively charitable purposes). The Badley Memorial Trust Trustees. Annual Report Year ended 31 March 2024 By focusing on these areas, the Charity achieves its strateg ic priority of maintaining a stable grant making programme, with balancing support to individuals and to charities and voluntary organisations (for exclusively charitable purposes). Grant Making Policy The Charity has established its grant maklng pollcy to achieve its objects for the public benefit, to improve the live5 of individuals within the area of benefit. The Trustees review the grant making policy annually to ensure it reflecis the Charity's objects and thereby advances public benefit. The Trustees have power to spend or retain both capital and income. Thus both income and capital is expendable without distinction in fu rtherance of the objects. The Charity's beneficiaries are ind ividual's resident {either permanently or temporarily) in the Metropol itan Borough of Dudley who have both a medical need (either physical or mental) and are in financial need. The general policy of the Trustees is not to give retrospective grants and the Trustees will only consider one application from any applicant. Grant Making Procedure Applications can only be considered if they are on the Charity's standard application form. The application form must be completed and returned (together with a copy of any supporting information relevant to the application) to the Secretary at least four weeks before the meetlng at which the application is to be considered. The Trustee5 meet fours times a year to consider applications. It is the policy of the Trustees to consider grants on an equal opportunities basis, regardless of gender, religion and ethnic background. Public Benefit The Trustees confirm that they have referred to the information contained in the Charity Commission's general guidance on public benefit when reviewing the Charity's objects and activities, their grant making policy and plan5 for future period. The objects and activities of the Charity are largely determined by the provisions of the Trust deed, and from there the Trustees exercise a discretlon in considering how best to meet the public benefit test and ensure that as many individuals and charitable and not for profit organisations with particular needs will gain advantage. Monitoring and Achievement The Trustees have continued with an aspiration to seek a reasonable return over the long term. It is intended that the portfolio will show a welcomed recovery and that the long term objectives to meet income needs and grow the capital are obtainable. Financial Review The Charity's work 15 entirely reliant on income and investment retu rns from it5 capital. As at 31 March 2024, the value of the capital fund stood at £0. During the year the i ncome of the Charity was £0. The Badley Memorial Trust Trustees. Annual Report Year ended 31 March 2024 Investment Policy and Performance The investment powers of the Trustees are wide and allow the Trustees to invest funds in any matter (after taking such advice as they consider necessary) and having regard to the suitability of investments and need for diversification. The principal investment holding5 of the Charity comprise funds and portfolios of quoted securities. As at 3 1 March 2024, it is intended the value will represent IOOWO of the Charity's investments. The management of the portfolio is undertaken on a discretionary management basis by Evelyn Partners and the written investment pol icy is reviewed on at least an annijal basis by the Secretary in conjunction with the investment managers and ultimately approved by the Trustees. The dlscretionary managers are Instrurted to maximise the income on the portfolio whilst preserving the capital, within the constraints of a medium risk investment portfolio. Following investment advice, the Trustees agreed to retain cash on deposit with Evelyn Partners for the capltal account of £0 and for the broker account of £0. Cash in bank with CAF Bank Ltd of £0. Reserves Policy The whole of the Charity's capital is expendable and this distinction between capital and income is not relevant. The Trustees appreciate that the general principles of charity law require Trustee5 to spend their income within a reasonable period of receipt. The Trustees have set and agreed a policy which broadly identifies the frarnework withi n which the Charity will operate its reserves. The intention is that the Charity will retain an appropriate and reasonable level of reserves whilst concurrently ensu ring that it uses the income in a manner that is within the objects at the best interests of the Charity and its beneficiaries. Since the Charity receives all of its income from the investment portfolio, the Trustees are mindful that the source of income can be volatile and subject to sudden changes in the market. They are concerned that in any year there is a risk that they cannot meet their ongoing administration and professional expense commitments as and when they arise, due to any fluctuations in the market which may prevent or significantly reduce income. The Trustees have therefore considered, in conjunction with the professional advisers, the level of reserves to retain from surplus unrestricted funds. They have decided to bui Id up a pot of reserves equivalent to one year's administrative and profe55i0nal expenses but excluding grant commitments. This will ensure that should there be any fluctuations i n the market which reduce the income available for distribution, the Charity can use its reserves to continue to meet its obligations and liabilities as and when they fall due. Plan for Future Periods The Trustees believe their grants will translate into significant public benefit. In cementing the arrangements already in place, and beginning with its activities as set out i n this report, so that the many and varied charitable and not for profit organisation5, and ind ividuals may continue to benefit in real terms from its financial support, the Charity aims to provide a long term commitment and thereby encourage and support individuals and charitable and not for profit organisations. The Badley Memorial Trust Trustees, Annual Report Year ended 31 March 2024 The intention is to establish a programme of grant giving which will translate into significant public benefit. The Trustees will focus on those individuals and organisations who wou Id benefit in real terms (impact) fmm its financial support, thus providing and ensuring a longer- term commitment to support. Trustees, Responsibilities in Relation to the Financial Statements The Trustees are responsible for preparing the Trustees, Report and the financial statements in accordance with applicable law and regulations and United Kingdom Accounting Standards. The law applicable to charities in England and Wales required the Trustees to give a true and fair view of the state of affairs of the Charity and of the incoming resources and application of resources, including income and expenditure of the Charlty for that period. In preparing these financial statements, the Trustees are required to: •select suitable accountlng policies and then apply them consistently; •observe the methods and principles of the Charities SORP; •make judgements and estimates that are reasonable and prudent: •state whether applicable accounti ng standards have been followed, subject to any material departures dlsclosed and explained in the financial statements; and •prepare the financial Statements on the going concern basis unless it is inappropriate to presume that the Charity will continue in operation. The Trustee5 are responsible for keeping adequate accounting record5 that are sufficient to show and explain the Charity's transactions and disclose with reasona ble accuracy at any ti me the financial p051tion of the Charity and enable them to ensure that the financial statements comply with the Charities Act 20 1 I, the Charity (Account5 and Reports) Regulations 2008 and the Governing Document. They are a150 responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud any other irregularities. The Trustees are responsible for the maintenance and integrity of the Charity and financial informatlon included on the Reqister of Charities. Approved by the Trustees and signed on their behalf by: Mr D J Stanley Chair The Badley Memorial Trust Statement of Financial Activities Year ended 31 March 2024 Notes Unrestricted Funds Total Funds 2024 2023 Income resources". Income resources from generated funds Total incoming resources Resources expended: Investment management costs Charitable activities Cost of grant making Governance costs Total resources expended Net {outgolng)/lncoming resources before other recognised gains and losses Realised gains/llosses) on Investment assets Unrealised gainsl(losses) on investment assets Net movement In funds Reconcili3tion of funds Total funds brought forward Total funds carried forward The Badley Memorial Trust Balance Sheet Year ended 31 March 2024 Notes Unrestricted Funds Total Funds 2024 2023 Fixed Assets Investments Total Fixed Assets Current Assets Cash with bank and investment managers Debtors Total current assets Liabilities Creditors falling due within one year Net current assets Total assets less current liabilities Creditors falling due after more than one year Net assets The funds of the Charity Unrestricted income funds Total Charity funds The notes on pages 10 to 12 form a part of these accounts. Approved by the rustees and signed on their behalf by.. Mr D J Stanley Chair The Badley Memorial Trust Notes to the Accounts Year ended 31 March 2024 l. Accounting policies (a) Basis of preparation The financial statements have been prepared under the historic cost convention, with the exception that investments are included at market value. The financial statements have been prepared in 8ccordance with the Statement of Recornmended Practice.. Accounting and Reporting by Charities (FRSEE) issued in January 2015 and applicable UK Accounting Standards and the Charities Act 2011. {b) Funds structure The Charity has one fund, an unrestricted income fund. This is a fund which the Trustees are free to use for any purpose in furtherance of the charitable objetts. Unrestricted funds include designated funds where the Trustees, at their discretion, have created a fund for a speciflc puroose. (c) Incoming resources All incomlng resources are recognised once the Charity has entitlement to the resources, it Is certain that the resources will be received and the monetary value of incoming resources can be measured with sufflcbent reliablSity. (d) Expenditure on ralsing funds Liabilities are recognised as resources expended as soon as there is a legal or constructive obligation comrnitting the Charity to the expenditure. All expenditure is accounted for on an accruals basls and has been classlfled under headlngs that aggregate all costs related to the category. Grants payable are payments made to charitable organisations in the furtherance of the charitable objects of the trust. Single or rnulti-year grants are accounted for when either the reclpient has a reasonable expectation that they wlll 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 any conditlon attaching to the grant IS Outside 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 15 uncertainty about either the timing of the grant or the amount of the grant payable. (e) Expenditure on generating funds The costs of generating funds consists of investment management fees, legal fees, accountancy fees and other governance and regulatory fees. (f) Charitable activities The cost of charitable activities includes grants made. (g) Governance costs Governance costs comprise all costs involving the public accountability of the Charity and its compliance with regulation and good practice. These costs Include costs related to the preparation of the accounts, the independent examination fee and legal fees. (h) Fixed asset investment Investments are stated at market value as at the balance sheet date. The statement of financial actlvities includes the net gain and losses arlsing on revaluation and dlsposals throughout the year. (i} Realised gains and losses All gabns and losses are taken to the Statement of Financlal Actlvltles as they arlse. Realised gains and losses on investments are calculated as the difference between Sales proceeds and opening market value (purchase date If later). Unrealised gains and losses are calculated a5 the difference between and market value at the year end and opening market value (or purchase date if later). Realised and unrealised gains are not separated in the Statement of Financial Artivities. io The Badley Memorial Trust Notes to the Accounts Year ended 31 March 2024 (]} Contingent liabilities and provisions In accordance with the SORP, a contingent liability is disclosed for those grants. which do not represent Ilabllitles, where the possible obligation, which arise5 from past events, will only be confirmed by the occurrence of one or more uncertain future events not wholly within the Trustees, control. Provlsions are recognlsed for those grants where there is uncertainty as to the timing or amount, and any uncertèinty regarding the amount 15 more than one of determlning a basis for reasonable estlmation of the Ilabillty arbslng from that constructlve obligation. 2. Related party transactlons and Trustees. remuneration There were no related party transactions or Trustees, remuneration paid for the financial year ending 31 March 2024. 3. Investment income 2024 2023 DlvidenLls - UK equltltles Dividends - Non-UK equities Interest - UK fixed interest securltles Interest on cash deposits Interest - Non-UK fixed interest securities 4. Investment Manager's costs 2024 2023 Evelyn Partners LEI Fees 5. Analysis of charitable expenditure Tre Charity undertakes its charitable activltles through grant making and awarded grants to a number of organisations in furtherènce of its charitable artivities. Grant funded artÉvities: 2024 2023 Total li The Badley Memorial Trust Notes to the Accounts Year ended 31 March 2024 6. Governance costs 2024 2023 Independent examination fee Bank charges Legal fees.. Administration Accounts preparatlon VAT 7. Fixed asset investments Movement in fixed asset investments Market value as at 31 March 2023 Additions to investments at cost Disposals at carrying value Net gainl{loss) on revaluation Net movement on cash Market value as at 31 March 2024 Investments at market value comprised: 2024 2023 Equltles Fixed interest Securities Cash held within portfolio Total 8. Analysis of current liabilltites and long term credltors Creditors under l year Legal fees VAT thereon Independent examiner's fee 12