2021-03-31-accounts

brunel. h•are' Annual Report and Financial Statements For the year-ended 31 March 2021 Registered charity no. 201555 Registered company no. 601847 Care Quality Commission registration no. CRT1-579008632 Homes England registration no. LH0269

01- CHAIR AND CHIEF EXECUTIVE'S INTRODUCTORY STATEMENT The last 12-months have been the m05t challenging for the Charity in its 80 year history. Not since our founding, in the aftermath of the Blitz on Bristol in World War Two, has our organisation, has our country, faced such unprecedented times. COVID-19 has dominated our lives and our work as a charity. As a key provider of social care in our area, our colleagues have been on the 'frontline' of the pandemic response. We have been truly humbled by the extraordinary efforts of our dedicated teams who have worked tirelessly, at signilicant personal risk, to help keep those we care for safe. While our teams have done everything they can to protect some of the most vulnerable people in our society, we have not been untouched by this dreadful illness. Very sadly, a number of our care home residents did fall ill and die as a result of COVID-19. Every death ha5 been a tragic loss felt by families unable to visit for a long time, and by colleagues who work alongside people for months, if not year5, and strong bonds are formed. That the numbers were not greater is testament to the hardwork and determinatr.on of our care and nursing team5. COVID-19 has shone a spotlight on social care like never before. We See it as our duty to do what we can to maintain the profile of the sector ar)d seek a better de31, in terms of f unding and the integration of health and soc131 care, for the future. This work will continue in the year ahead as Health and Social Care reform takes centre stage. Away from COVID-19, thi5 year we had cause to celebrate following an upgrade by one of our kev regulators.. the Regulator of Social Housing IRSHI. On Governance, the RSH moved us to a 'GI' position their highest compliant grade. This is the culmination of many months of hard work and demonstrates the board of trustee5' commitment to ensuring the Charity is well run and well governed. In 2020, we also welcomed two new trustee5 to our board.. Alison Comley joined us with 30 years experience in senior local authority Positions, including as a Director of Adult Social Services,. and Anthony Oldfield, who is a Chartered Surveyor and leading expert in the care home and retirement property markets. We also finalised a new strategic plan for the Charity to set our focus for the next three years. 'Brunelcare'. Our Future, outlines a new mission, vision and values for the organisation, plus a Set of three new strategic aims. In preparing our new strategy, we 3150 spoke to our customers to understand what matters most to them. This has led us to create an innovative set of 'outcome measures, which our strategy has been designed to deliver. Despite our challenges this year, we successfully opened a brand new 64-bed care home and 24-bed reablement centre at Cadbury Heath called Little Heath. Little Heath has gone f rom strength to strength, and, in parb"cular, the addition of the extra reablement beds has led to a partnership with the Cl inical Annual Report and Accounts for 2020-21

Commissioning Group to support earlier discharge from hospital for patients - relieving pressure on the NHS. This serves as a fantasts'c example of the benefits of closer working between health and social care. We were also able to complete and open a 62-flat extension of our Waverley Gardens Extra Care HoLJsing Scheme in Bishopsworth. Providing vital additional properties for those seeking to remain independent, but with care and support available should they need it. Despite the pressures and Stresses that the pandemic has brought our operating surplu5 increased by 33.8% to £2.65m l£1.98m 20201. Income including COVID-19 funding grew by 15% to £36.96m1£32.09m 20201 in the year. We took firm action to keep all our budgets under control, whilst not compromising on staffing levels or infection control measures. Our operating costs rose 14Yo to £34.32m1£30.Ilm 20201 largely reflecting the impact of investment in staffing including the essential additional requirements imposed by our response to COVID-19 and also the new developments above. As we look ahead, we have an exciting new strategy to deliver. This includes a focus on.. further strengthening our relationships with our customers, developing our housing 51tes to ensure we are providing properties fit for tho 21st Century, maintaining the highest possible quality across all of our services, reviewing future models of care including a growing emphasis on the community and the use of technology. and exploring new partnerships and opportunities in the evolving health and care landscape. We must also not forget that COVID-19 is still with us. As we reflect on the experience of the past year and adjust to living with the virus in the longer term, and all the implications this has, we are reminded of our founding 80 years ago. People came together in response to a crisis; in a world of great uncertainty and change. That spirit lives on in Brunelcare today= in its people, who we are proud to call our colleagues. Deborah Evans Chair Oona Goldsworthy Chief Executs've Annual Report and Accounts for 2020-21

02- ABOUT THIS ANNUAL REPORT WHAT INFORMATION WILL YOU FIND IN OUR ANNUAL REPORT Our Annual Report provides information about the services Brunelcare provides and what we are doing to deliver high quality social care and housing services, as well as planning for the future. It provides information about how we performed in 2020-21, describes what we will do during the next 12-month5 to further improve the services we provide and explains how important it is for u5 to work with and listen to our tenants, clients and commissioners, so that we can continue to deliver services that meet their needs. As 3 company limited by guarantee, a registered charity and a social housing provider, Brunelcare is required to prepare its annual report and financial statements in accordance with.. FRS 102,. the Financial Reporting Standard applicable in the UK and Republic of Ireland,. The Statement of Recommended Practr"ce ISORPI for social housing providers 2018,. The Accounting Direction 2019; The Companies Act 2006,. The Charities Act 2011 and relevant Charity Commission guidance; and The Charities IProtection and Social Investment) Act 2016. This Annual Report therefore comprises: A report from the Board of Trustees that includes disclosures required by appropriate legislation and regulation; A section on the structure, governance and management of Brunelcare-, Legislative and regulatory disclosures,. A statement of the responsibilitie5 of Trustees; An i ndependent auditor's report,. and The Financial Statements. Annual fieport and Accounts for 2020-21

03- TRUSTEES REPORT Established in 1941, Brunelcare is a Bristol based charity providing high quality housing, care and support for later living in the South West. How our activities deliver public benefit As reported in previous annual reports, across Bristol. South Gloucestershire and Somerset, Brunelcare works to support over 2,000 people to remain as independent as possible, in their communities, for as long as possible. We offer a complete care and support pathway in our communities, starting in residents. own homes, right through to our care homes. This means we can offer the best choices for later living, which fit with what residents want or need. We have nearly 1,000 sheltered homes across 33 site5, With three extra care housing schemes and a retirement village, all within the greater Bristol area. Care is provided in people's own homes, in five specialist care homes and two reablement facilities. To deliver all of its vital services, Brunelcare employs a dedicated team of over 1,000 people. How we are funded Our principal sources of funding are the monies we receive f rom our social housing and extra care housing rents, shared ownership scheme5 and care fees from the Local Authorities we partner with through long-term block contracts or spot placement5, and from individuals who fund their own care. As a Charity we are focused on investing any surplus back into making us a quality provider and great employer. Most of our expenditure 15 either for the direct provision of care Imainly staff costs) followed by the provision of suitable home environmer)ts15uch as repairs and maintenance costs) plus funding of the relevant support services (for example, recruitment and training). What our customers say about U5 Influellced by the National Housing Federation'5 work on 'Together with Tenants,, we have commenced planning for a large customer engagement initiatr.ve we're calling 'Together with Customers,. We know we need to engage in a genuine two-way open dialogue with our customers to understand more fully what matters most to them. This work will commence in 2021-22 and will include a full customer satisfaction survey, events and focus groups, and will culminate in the creation of a 'Together with Customers Charter,. Annual Report and Accounts for 2020-21

Our vision, mi55ion and strategic objectives To consistently provide quality services that contr.nue to be h't for purpose and fi.t for the next generation of older people, we recognise the need to change and adapt and respond to the ever changing regulatory environment and economic situation. In 2020-21 we fi'nalised a new strategic plan for the charity= 'Brunelcare.' Our Future,, which will serve us for the next three years. The plan includes a new mission, vision. set of values. and three new strategic aims - all designed to achieve better outcomes for our customers as articulated in a set of'outcome measures, which have been produced in consultatr'on with them. Our Mission To provide person-centred care, housing and support for later life. To do this we will embrace new partnerships, and engage with our communities, to achieve better outcomes for all. Our Vlsion Later living that makes the most of every moment. Our Values We are positive and passionate We approach our work with positivity: as individuals, a5 team5, and a5 one organisation. We are passionate about what we do and who we do it for. We are caring and kind We care about every interaction.. with our customers and their loved ones, our colleagues and our partners, our communities and our planet. We are diverse and one team We are one team and we see our diversity as our strength. We aim to celebrate it, promote it and encourage it. We go the extra mile We're prepared to go the extra mile to deliver for our customers. We challenge ourselves to think differently.. we listen to others, we learn, and we're open to change and new ideas. We act with honesty and integrity We do the right thing, we speak up, we are honest and we are respecrful. Outcome Measures Our customers have told us that is is important for them to be able to say: I have a place to live l am proud to call my home I have a home in which I feel safe and secure I have a home that gives me long term stability I feel fi.nancially comfortable living in a Brunelcare propertv I have a home where l am warm and cornfortable Receivi ng care and support from Brunelcare enables me to live an independent life I feel healthier and happier due to the care and support I receive I feel that my dignity and privacy are alway5 respected when I receive care and support Annual Report and Accounts for 2020-21

I have piece of mind knowing I will be cared for should my needs change I feel reassured knowing there is always support and assistance when I need it Brune1care helps me to feel safe and welcorne in my local community Living in a Brunelcare property enables me to have the social life I want Our Strategic Aims Aim I: A place to call home Whether we're helping our customers to retain or regain their independence at home, to return home, or to live well in one of our homes, we believe everyone should feel comfortable and safe wherever they call home. Aim 2: The right Care and support Achieving the best possible outcomes, means puth.ng our customers at the heart of everything we do. By understanding each person's needs now, and anticipating how they might change, we'll work with our colleagues, customers and our partners, to provide the care and support that's right for everyone Aim 3: A good quality of life in the community We aim to help our customers achieve the best possible quality of life, so that they can make the most of every moment. Whether it's through the services we provide directly, or by making connects'ons in their community, we want our customers to thrive and live life well. THE QUALITY OF OUR CARE SERVICES Delivering care that is person-centred and focused on ensuring a positive experience for our clients and their families is always our rnain focus and prioritv. Our care homes, extra care homes and community domiciliary service5 are regulated by the Care Quality Commission ICQCI. They assess whether services are providing care that's safe, caring, effective, responsive to people's needs and well-led. CQC awards ratings to homes and services based on their inspections in four categories: Outstanding,. Good. Requires Improvement,. and, Inadequate. All our care homes, reablement and extra care housirlg services have achieved ratings of good or above (see table l and 2 below) for full details of the outcome of CQC inspections - links to inspectr.on reports are available on our website. Little Heath Care & Reablement was successfully opened in April 2020 and we await a full inspeckn'on and so there is currently no CQC rating for thi5 service. Table l.. CQC rotingfor Care Homes and Reablement Centres Latest CQC Inspection Oetails Ratings for Key Areas Care Home Took place on Report Published Overall Well led Safe Effective Rating Caring Responsive on 13,15& 19 Aug 2019 5 Dec 2019 outstandl Annual Report and Account5 for 2020-21

18&19 17 Jan 2019 Good Dec 2018 19 June 18July 2018 Good 2018 21&27 3 Feb 2020 Good Jan 2020 8&12 4 Dec 2018 Good Nov 2018 Toble 2." CQC rating5 for Extra care Housing Latest CQC Inspection Details Ratings for Key Areas Extra Care Housing Took Report Published Overall Well Safe place on Effective Rating Caring Responsive led on 27 Feb 29 May 2020 Good 2020 Ill¥r%'.. 21 Nov 19 Dec Good 2019 2019 6Dec Iojanuary 2019 Good 2018 24 Apr 2018 25 May 2018 Good Tuble 3. CQC rotingsfor domiciliary services Latest CQC Inspection Details Ratings for Key Areas Community Services Took Report Published Overall Respo nsive Well place on Safe Effective Rating Caring led on 11,12,13 &14 li& 12 Oct Good 12 Sept 2018 2018 Good Feb 2016 Annual RÈport and Accounts for 2020-21

equlr li& 26 Feb 7May 2019 12 Rl Rl Ip Good 2019 prov Aug 2016 As we reported last year, an inspection of our domiciliary services delivered in Somerset was undertaken in early 2019, and two areas were found to require improvement. Since the inspection a number of changes have been made to structures and staffing to ensure safe services that are well-led. We had anticipated that CQC would undertake an inspection of our Somerset services in 2020-21, however the Social distancing restrictions arising from COVID-19 led to CQC halting its inspection programme. We continue to complete quality assurance checks to ensure services are being delivered in line with CQC regulations and await contirmation of CQC'S plans for 2021-22. Quality Clinical Care Our Care Homes continue to strive to provide a high standard of clinical care. We have been recognised with accreditation f rom the Gold Standards Framework for our excellence in End of Life Care. Using advanced care planning, we are able to identify people's preferred priorities of care at the earliest opportunity. This enables us to ensure that unplanned, unnecessary hospital admissions are avoided and people can remain in the place that has become home, cared for by people who are familiar to them, with the ability for loved ones to be with them in the last days of life. Good deaths are facilitated in the homes with only a small number of deaths occuring in a hospital setling. Excellent relationships with partner GPS in all of our Care Homes ensure that regular treatment and health reviews take place on a weekly basis e.g. medication, long term condition, nutrition, pain management etcclients and their families are involved in decision making wherever possible. Clinical training for our Nursing and Senior Care Teams 15 delivered by an external nurse educator from St George's NHS Trust, London. By using this external educator, we ensure that we are in line with current best practice whilst creating a clinical training plan that fits with our Care Homes, policies and procedures. Whilst our ability to provide face to face clinical training was reduced in 2020-21 due to the pandemic, we facilitated virtual sessions and will reintroduce face to face training as restrictions are lifted. Dementia Care- a Human Rights based approach We are fortunate to have the skillset of our Dementia Care Lead, Stuart Wright, who shares his expertise acros5 the charity. Training is delivered based upon a Human Rights approach. This ensures that individuaSised, person centred care is at the core of what we do for people living with or without a Dementia. Monitoring the 'lived Experience, for the people in our Care Homes enables us to understand how we can improve well-being and the social aspects of the care that we provide. In 2020-21, work on a Dementia Strategy began and this will lead to the formation of a quality standard for Dementia Care. The Dementia Strategy will be published in late 2021-22. Annual Report and Ateounts for 2020-21

Community Care and Extra Care Housing Our community division strive5 to deliver person centred care and support services into individuals own homes across South Gloucestershire, Bristol and Sorrierset. Over the past year we have worked in partnership with Somerset County Council to provide and grow a new discharge to assess service allowing people to leave hospital in a timely manner and receive an assessment of their needs within their own environment. We were delighted to complete the extension to our Waverley Gardens extra care housing scheme which opened in April 2020, thi5 provides a further 62 extra care flats in the City o* 8ristol. Through 2020-21 we have completed a full review of our community domiciliary care services to help us inform the shape of our future service offer OUR HOUSING SERVICES We want all of Brunelcare's customers to feel proud of their homes and where they live, but we know thi5 isn't always the case. A number of our homes are in need of investment to bring them up to a more energy efficient standard and local environments also need improvement. In June 2020, we published a new Asset Management Strategy. This will allow us to focus on the homes in greatest need first, but make sure that our long term linancial plan allows improvements to all our homes in priority order. A key part of our role is to make sure that residents feel safe and secure in their homes and that we provide a quality, honest, CLJStomer service, making the best use of digital communication so resider)t5 can acce55 services and manage their tenancy. A step towards this is the introduction of Alertacall, through a pilot. Bristol City Council have since conlirmed to us that they will not fund the 'Alert3call' system as they do not feel it meets their criteria. We have met with tenants on both sites that have the system installed (St. Johns Court and Lilac Closel and to date 10 tenants between thè sites have agreed to appeal the decision which we will work with Alertacall, to support them fully through the process. Over the last year, quarterly sheltered housing 51te meetings have been held remotely due to COVI D-19 restrictr"ons. These will recommence in person in September 2021 as restrictions are lifted and will be managed by the customer service team manager to ensure tenants views are heard, this is hoped to improve accounta bility and shorten decision making times, so that site issues can be resolved faster. We recognise that we need to transform our customer services which includes our day to day repairs. This review will conclude in 2021-22 and will include investment in a new housing management system as well as a re12 unched Direct Labour Organisation IDLOI. Tenant Involvement Brunelcare encourages tenant involvement in decision-making by promoting mechanisms for their involvement. We employ a wide range of methods to communicate with our tenants, including.. AnTLual Report and Accounts for 2020-21

Issue of an annual report to tenants Suggestion boxes in all sheltered sites Site notice boards Quarterly site meetings Our quarterly Grapevine magazine Information on our website Repair5 call back survey Exit survey for departing tenants BrunelcareTenant Feedback Group The sheltered housing sites, quarterly site meetings enable tenants to raise concerns and discuss ideas for their site. During the year quarterly site meetings were offered 'virtually' due to ongoing COVID-19 restrictions. In 2021-22, a 'Together with Customers, initiative will engage with all customer groups with the goal of further strengthening our relationships with them. Property Health and Safety Data Integrity Audit Brunelcare's Internal Auditor, RSM, undertook a follow-up review of 'Property Health and Safety Data Integrity, in November 2021. The findings of this audit were reported to the Audit and Risk Committee. R5M concluded that.. The Board could take reasonable assurance that the controls in place to manage the integrity of property health and safety data were suitably designed and consistently applied. There was a defi'ned process in place for the completion of and monitoring of inspections. RSM reported that there wa5 one circumstance of non compliance with controls which wa5 linked to Gas Safety and Fire Risk Assessments. This generated 3 medium action which has since been addressed. Property Compliance Works Despite the im pact of the COVID-19 pandemic on staffing and the ability of staff and contractors to access properties, as at 31 March 2021 there was 100% Compliance with all key property health and safety requirements. The matter of Cloned Asbestos Surveys was brought to the Bo3rd'5 attention on 10 March 2020, as a potentially serious breach. Brunelcare subsequently made the Regulator for Social housing aware of this matter. DLJring 2020-21 we worked with Tersus, an Asbest05 Survey provider, to survey all previously cloned properties. Originally 276 unsurveyed properties were identifi'ed, as at the end of March 2021 the figure had beer) reduced to 46 properties. The on-going issues related to COVID-19 and access to properties continues to impact on the timeline for this survey work, which is scheduled to be completed by the end of Jur)e 2021. During 2020-21 all common area landlord asbestos management surveys were undertaken and Brunelcare was found to be fully compliant. Annual Report ond Arcounts for 2020-21 io

Reports f rom the Regulator of Social Housing In May 2021, the Regulator for Social Housing IRSHI upgraded their a55essment of Brunelcare's governance arrangernents, confirming Brunelcare's upgrade to 'GI' the regulator'5 highest grade of governance compliance. In its judgement, the RSH said Brunelcare had.. 'strengthened its corporate risk management and internal controlsfromework, and 'has appropriate systems t7nd proce55esfor providing assurance on complionce with londlord heolth and safety requirements., This announcement follows many months of hard work, across the organisation, to return the Charity to Gl, following an In Depth Assessment11 DAI in 2019 where the RSH regraded Brunelcare's rating, and issued a regulatory notice regarding health and safety compliance. This upgrade recognised the transformation of our governance arrangements. It is a seal of approval, from one of our key regulators, that 8runelcare is a well run organisation, with the right measures in place to ensure we're doing everything we can to keep our housing tenants safe. The f ull judgement can be found here: hlt s'.Ilwww. ent-brunelcar ov.ukl overnm -26-ma alionslre ulator un are-_21currenl-re ulato As reported in last year's Annual Report, in january 2020, the RSH also decided to regrade the Charity's financial viability assessment, from Vl to V2 to reflect the additional forecast expenditure on our housing stock as well as the risk of sales within our new Extra Care scheme in South Bristol. The Regulator's judgement confirmed that Brunelcare complies with the financial viability element of the Governance and Financial Viability Standard and that it has an adequately funded business plan and suffi'cient security in place. The updated gradings issued by the Regu13tor are.. Measure Previous grade New grade Governance G2 Gl Viability V2 V2 Reports from the Charity Commission The Charity Commission's Proactr've Team selected Brunelcare, along with a number of other charities, for review to seek assurance on the overall governance of the charity. The Commission's particular focus was on risk management and corporate governance arrangement5. A meeting with the Commission, attended by the Chair, Vice Chair, Chair of the Performa nce, Quality and Experience Committee, CEO and Company Secretary & Head of Corporate Governance, took place on 2 February 2021. The Commission confirmed, in a letter dated 19 March 2021, that it was satisfied with the information, assurance and verification provided by the Charity about its overall governance arrangements. Annual Report and Accounts for 2020-21 li

OUR COLLEAGUES The strength of Brunelcare lies in the quality of its employees. We recognise the irnportarbce of investing in our colleagues and supporting them to develop and achieve their personal and career aspirations. We offer a range of apprenticeships, health and social care qualifications, leadership skills training and other development. Ensuring the well-being of our colleagues is as important as it is for our residents and tenants and so we have introduced a number of arrangements, including= Mental Health First Aiders Brunelcare is committed to treating mental health as Seriously a5 physical health and goneral omployee well-being. Brunelcare has trained 48 Mental Health First Aiders IMHFAI who are able to provide lirst line Support to collÈagues who may be in need of assistance. Additional employees will be offered the opportunity to undertake MHFA training when COVI D-19 restrictions allow. Core First Care First offers comprehensive advice, informats.on and articles covering personal and work related issues. They offer 24 hour telephone access as well as online and face to face counselling, Conlidentiality, securitv and anonymity are guaranteed. An information service 15 also provided that offers practical information and advice on all common topics including Consumer, Legal, Finance, Housing, Benefits, Farnily and much more besides. Lone Working Device A new lone working app called 'Staysafe' was introduced in 2020-21,. The app links a lone worker with 24171365 support. Users are able to log on and off the system and it will automatically raise an alarm if the user does not log off following a scheduled appointment. In addition it has a panic facility that can be used should a colleague be on the receiving end of verbal abuse or physical aggression. Colleague Voice In 2019-20 we responded to colleagues, views by completely changing our approach to colleague engagement, and introduced 'Colleague Voice,. Colleague Voico Is the consultative body representing the interests of all employees, and ensures that there is an opportunity for genuine involvement for all in the Charity's actr"vities and plans. There were three Colleague Voice Group5, one for Community Services and ECH, one for Care Homes and one overarching committee for the whole charity. Members were elected or nominated by colleagues and received full training on how to effectively carry out the role. Senior Leadership Team mernbers attend each meeting and are able to listen and respond to 3rsy colleague's concerns and ideas. Annual Report and Accounts for 2020-21 12

The final committee will be held on 27 September 2021 where the committee'5 will be stood down. New elections will take place in autumn 2021 for new committees representing the new directorates following the Senior Leadership Team restructure. Speaking Up Policy We want Brunelcare to be a place where colleagues feel safe to speak up,. particularly as it is our colleagues who will often be the fi'rst to spot any wrongdoing. Acting with integrity and honesty is about more than avoiding wrongdoing. It is about playing an active role in ensuring these values are upheld. In December 2020, the Board approved Its Speaking Up Policy. This sets out the principles and approach to be followed by those working for or on behalf of Brunelcare when they have a concern about client and/or tenant safety, malpractice or wrongdoing. It is one element of a wider set of 3rr3ngements we have in place to uphold high standards and prevent wrongdoing. In particular, these arrangements a150 include our Fraud, Corruption and Bribery Policy. Other parts of our governance framework also f rame and direct our approach, including the Code of Conduct, our Standing Orders, Register of Interests, Gifts and Hospital￿tY Policy, Financial Regulations and our commitment to transparency. Gender Pav Brunelcare is corn mitted to delivering equality of opportunity regardle55 of gender and has a pay and grading structure to support this. We aim to treat everyone fairly at work, across all levels and locations. This includes making sure everyone has the $3me opportunities for recognition, reward and career development. Thanks to our pay grading system, we know that we provide men and women with equal pay for the roles they hold. We are committed to ensuring that leadership positions are available to the widest pool of talent regardless of gender. We are proud that our leadership team has an excellent gender balance; of our eight members of the Senior Leadership Team in post during 2020-21, fi've were female including our Chief Executive. Out of the 253 highest paid employees across Brunelcare, 75.IQA are female. In February 2021 we published our gender pay gap report for 2019-20. Our average mean pay gap for 2019-20 was 12.8QA,' this is 1.5Yo lower than the previous year. Our average median pay gap was 6.4% which 15 0.85Y. better than the previous year and over IOQA better than the national h'gure of 17.3% in 2019. Equality, Diversity and Inclusion We value our employees and promote equality and diversity wherever we can. Equality, Diversity and Inclusion IEDII is an integral part of our employee induction programme, letknng new starters know from the outset its importance and how to represent this within Brunelcare. To support this we have an Equality and Diversity Policy and Acceptable Behaviour Policy in place. We have retained Investors in People accreditation for the past 18 years and have remained a Disability Confident employer Ipreviously known as Two Ticks) for the past 15 year5. A management development programme has been rolled out to ensure the principles of person centred care are applied to the management of our employees Ito treat everybody as an individua1 and to understand their individual Annual Repoit and Accounts for 2020-21 13

needs). These principles encompass the true meaning of inclusion and embrace diversity within our workforce As an inclLJsive employer, we are committed to recruiting and retaining employees from all backgrounds and ethnicities. Our selection processes are competency based and equality training is included within our induction process and ongoing development activities. Our pay grades and job families ensure that all employees are paid the correct rate of pay for the role irrespective of any other factors. Succession planning and career progression are based on merit and available to all employees. We continue to consider all additional opportunitie5 to do more, in total 17Yo of our total workforce are either Black, Asian or Minority Ethnic. It is worth notr.ng that the percentage is 37/ for our grade D employees Isupervisory and junior managementl. The full breakdown with external comparators are provided in the chart below: White %, Other Yo and Undlsclosed % whiiv % Sovth W•sf Popul4tfo Grd• B Grbdèc Gtde Gr¥d• E ao 0.25 Q.50 D.75 Following the Black Lives Matters protests in 2020, the Board and SLT realised that the organisation needed to do much more to address EDI issues across the Charity. A colleague led Equalities Forum was established and will continue in 2021, overseeing an organisation wide conversation about how leadership can be diversified and strengthened. Remuneration The remuneration of the Senior Leadership Team and colleagues is reviewed annually by the Remuneration and Nominations Committee. We do not operate any incentive schemes. The Trustees give their ts'me freely but are entitled to claim out of pocket expenses. Nutionul Living Wage The BrLtnelcare Pay Policy is underpinned by a Pay and Grading matrix that was introduced in May 2017. Each role within Brunelcare has been evaluated and allocated a grade f rom A to G. Newly introduced roles are evaluated to ensure that they are placed in the same grade as roles of equal value. We continue to review current pay levels with the objective of moving towards the Real Living Wage in 2021. Annual Report and Accounts for 2020-21 14

HEALTH, SAFETY AND WELL-BEING We are committed to driving continuous improvement in our health, safety and well-being arrangements and are constantly reviewing and strengthening it5 arrangements to achieve this. In 2020-2 1, the Board commissioned an external review of health and safety arrangements and the outcome of this was reported to the Board in March 2021. The review undertaken by 21st Century Housing Governance concluded that.. The arrangements for providing assurance on the health and safety arrangement5 at Brunelcare were effective and have addressed previously identified historic issues, even where these were specificolly impacted by the pandemic. 8runelcare hos strong and effective governance oversight of the health and sofety urrangement5. Some of the key elements within thatframework ore (Jlready being enhonced os part of the normal proce55 of continuous improvement with a focus on the documentation of policie5, procedures and processes and ensuring the con515tency of learning and developmentfor key role5. Six recommendations for further improvement were set out in the report and these will be addressed in the year ahead. Major Change5 and Externalfactors in 2020-21 As referenced in last year's Annual Report, Brunelcare's Board and SLT began to keep a watching brief of the emerging situation with COVI D-19 in mid-january 2020. Initially, it was thought that the pandemic would not continue for more than 6-months however it continued throughout the year with a second wave of the virus arriving in October 2020. In March 2020, a specific Business Contingency PlanforCOVID-19 IContir)gency Plan) was developed to prepare for and address three phases of readiness.. Phase I.. Prepare, Inform, Safeguard and Protect Phase 2.. Building Resilience Phase 3.. Recovery Phase. While the values of Brunelcare are based on empowerment and autonomy, the situation Brunelcare found itself in req uired a corporate and conslstent approach that was centrally driven and directed. Some of the key systemslmeasures put in place included.. Weekly meetings of the Board of Trustees Daily meetings of the COVID-1g Business Continuity Team which comprised members ofthe Senior Leadership Team and key senior manager5. The implementation and scrutiny of a Daily Resilience Dashboard.. Key data was collected each morning and fed into the Dashboard. The Dashboard ensured that collectively the SLT understood the impact of the COVID-19 pandemic on the services that Brunelcare provides and discussed and agreed the action to be taken to address any hotspots. Ann￿al Report and Accounis for 2020-21 15

Weekly Compliance and Property Health and Safety Dashboard Meeting5: A COVID-19 communicakn'ons strategy d to ensure that clients, Stakeholders and employee5 were provided with up-to-date and accurate informats'on on the status of the pandemic. Standard Operating Procedure ISOPI for Dealing with Outbreaks Strengthened Support for our 24-hour Services As the UK Government eased restrictions risk assessments of the impact of lifting or diluting the measures were undertaken to ensure the continued safety of clients and staff. Changes in the Legal and Regulatory Environment Coronavirus Act 2020.. Thi5 act saw the introduction of a range of emergency provisions in response to the COVID-19 pandemic. The measures included the emergency registratron of health professionals, temporary modification of mental health and mental capacity legislation and the power to require information relating to food chains (Ivorch 2020). Public Health, England.. The Health Protection (Notification) (Amendment) Regulations 2020.. These regulations amended the Health Protection INotilicationl Regulations 2010 IS.1. 201016591. They apply to England only. Regulation 2121 add5 COVI D-19 to the list of notifiable disease5 in Schedule l. Regulation 2131 adds SARS-COV 2 to the list of causative agents in Schedule 2 (March 2020). COVID Secure Guidance.. Employers and employees have a responsibility to follow the specific COVID Secure guidelines set out for their sector or industry. There are 14 guides which relate to different kinds of workplaces, it may be that you need to use more than one guide to prevent the spread of Coronavirus. Extension of the Homes (Fitnessfor Human Hubitation) Act 2019 .. From l March 2020, all tenancies fell in line with the existing law introduced in March 2019, whereby landlords or agents acting on their behalf can be forced to carry out improvement works to properties or risk being sued. The Landlord & Tenant Act 1985.. This act was amended so that should a landlord rent a property in England with H&S issues then the tenant can seek damages through the courts. Essentially, this legislation forces landlords to promise their properties are fit for human habitation at the start and during a tenancy. Five Year Electricol Sofety Checks.. From l July 2020 all new tenancies starting on or after the 1st July 2020, required a 5-year Electrical certificate from a registered electrician and all existing tenancies from l April 2021. Building Safety Bill.. The Bill is intended to ensure that those responsible for the safety of residents are accountable for any mistakes and must put them right, It will fully establish a regulator that will enforce new rules and take strong actions against those who break them through the court system. The Fire Safety Bill.. This bill was introduced to amend the Regulatory Reform IFire Safety) Order 2005. The Bill aims to make it clearer where responsibility for fire safety lie5 in building5 containing more than one 16 Annual Report and Accounts for 2020-21

horne. The Bill clarifies that for any building containing two or more sets of domestic premises the Order applies to the building's structure and external walls and any common parts, including the front doors of residential areas. PROCUREMENT Over the past 12-months, we continued to review our approach to Pfocurement and mapped out the requirements of a centre-led procurement function which reflects the future need5 of the Charity and best practice. This work culminated in the recruitment of an experienced procurement manager. During 2021-22 we will review our procurement policies, training, Systems, support and reporting arrangement5. ENERGY CONSUMPTION AND EMISSIONS We take ou r impact on the global climate seriously. We are aware that a significant proportion of our sheltered homes are inefficient, with Energy Performance Certificates IEPCI which can be as low as E. Our Asset Management Strategy sets out an ambition for all our homes to meet the Government target of an EPC of C by 2030. We know this is a stretching target that will require careful planning and investment. We have completed a survey of all properties and now have a better understanding of the energy consumption and emissions of all of our sites. We will begin a thermal imaging survey of all our properties in 2021-22. Electricity accounts for 910h of our total energy consumption. Natural gas consumption accounts for 9°A of the total energy consumption. We have five minibuses and the majority of employees use their own vehicles for business use. COVI D-19 has had a big impact on the travel required for rneetings and in commuting to work. In the first three months of 2020-21, we recorded a roduction in mileage which equated to 20 ton5 of C02. We envisage this will continue for the rest of the year. Our ESOS (Energy Savings Opportunities Schemel energy audit was undertaken by Trident Utilities and developed in accordance with the principles of the ISO 50002 and the British Star)dards Institution energy audits requirements. Invoices and rneter readings were used for electricity and ga5 and mileage by user for transport Inote that the calculations assume that all mileage was diesel. In the next report we will separate diesel and petrol). In 2020-21, as part of the work we are taking forward in relation to our Asset Management Strategy, we will put mechanisms in place to monitor and improve our energy consumption and carbon footprint. We are due to commence the heater replacement project with an external contractor which will help with the use of energy acr055 identih'ed schemes/units as these units are much more efficient. Annval Report and Accounis lor 2020-21 17

SECTION 172 STATEMENT 8runelcare qualifie5 as a large company under the Companies Act 2006 a5 It meets at least two of the following criteria: Turnover of more than £36m,' Balance sheet total of more than £18m- More than 250 employees. We are therefore required to disclose in this strategic report a "Section 17211) Statement" describing how directors have had regard to the matters set out in section5 172llllal-Ifl of the Companies Act 2006 when performing their duty under the section. This states that: A director of o company must act in the way he considers, in goodfoith, would be most likely to promote the success of the companyfor the benefi't of its members 05 o whole, and in doing so hove regard famong5t other matter5} to.. (oj the likely consequences of ony decision in the long term,. (b) the interests of the company s employee5,' (c) the need to foster the company 5 busine55 relGtionshAPS Wlth suppliers, Customers and others,. (dj the impact of the companys operations on the community and the environment,. (e) the desirability of the company mt7intnining a reputotion for high standurd5 of bu5ine55 conduct,. and fj the need to actfairly between members of the compony. The following is a statement by the Trustee5 in performance of their statutory duties in accordance with 5172111 of the Companie5 Act 2006. The Board of Trustees of 8runelcare consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Charity for the benefit of its members as a whole Ihaving regard to the stakeholders and the matters set out in s172lllla-f l of the Act) in the decisions taken during the year ending 31 March 2020. On page 23-24 we have set out how we have engaged with key stakeholders during the 2020-21 financial year. The principal decisions taken by the Board during the year were.. Principal decision I: Asset manogement Strategyfor 2020-25 Brunelcare has an ageing property portFolio, with changing demographics, increasing customer expectations and maintenance demand5. Some of our homes are beyond economic repair and are no longer in high demand. Many are in need of significant investment to bring them up to a more modern and energy efficient standard. In June 2020, the Board approved an Asset management Strategy for 2020-2025 IAMSI, which set a change in direction in how we will deliver our strategic objectives and priorities over the next 5 years and onwards. We will need to make some difficult decisions to find solutions for those homes that are now beyond economic repair, are no longer in high demand and will not meet our future standards. Annual Report and Accounts for 2020-21 18

By 2025 this means we will: Make decisions to improve the quality of our homes including amenitv, space and environmental energy standards. Agree to sell or remodel homes that we cannot practically or financially improve. Deliver updated homes that meet resident expectations for the 2020s. Ensure all homes will conh'nue to be safe to live in. Provide a repairs service that is easy to use and delivers quality and choice and value for money. Devise an investment plan to facilitate the required improvements. The AMS 2020-2025 is a critical business tool for us to align our property assets with business needs,. directly linked to the Strategic Plan and supported by the 30 year Long Term Financial Plan. We recognise that asset management carries significant risks as identitied in the AMS and we will actively manage these risks as part of our established risk management system. Principal decision 2: New Performance Framework and Related Meusure5 In June 2020, the Board approved a new Performance Framework {the Frameworkl. This set the scene for the introduction of a more effective and accountable performance management system within Brunelcare which puts customers at the centre of decision making. The Framework facilitated.. the rnove towards an assessment and management process centred around service quality, effectiveness and efficiency measures,. the establishment of a benchmarking process to underpin continuous performance improvement,. and the strengthening of performance and accountability arrangements. The Framework applies to all activities across all parts of the Charity. The key purpose of the framework is to: set out the roles and responsibilities for planning, managing and improving performance,. describe the structures required to deliver robust planning, performance management and improvement; and outline the processes of planning and performance management which wi11 support the improvement of performance through proactive planning, problem solving and risk management. Principal decision 3: Approval of Revised Long Term Finonciol Plon The Long Term Financial Plan ILTFPI forms a key part of Brunelcare's financial governance arrangements. In June 2020, the Board approved a new LTFP. This was the first review of the LTFP since the Regulatory judgement received in January 2020 which regraded Brunelcare from Vl to V2 in respect of financial viability. The judgement cited particular risks around increasing reliance on property sales, rising asset management costs and falling headroom in respect of covenant compliance, partr'cularly in relation to interest cover. Attention was given, and progress made on all these risks. Annual Report and Ac£ounts for 2020-21 19

In line with Brunelcare's Stress Testr"ng Policy and the requirements of the Regulator for Social Housing IRSHI, we designed and applied stre5S tests which are relevant to Brunelcare's business model, reflect its key risks and those from the sector risk prolile, and link to the asset and liability register. Both single stre5S tests and multivariate scenarios were applied to demonstrate the resilience or otherwise of the plan to 3 variety of changing circumstances. The tests and their impact5 on the plan are summarised below. Principal decision 4: Furlough of the new Strategic PIGn and Approval of the Annual Busine55 PlanfoT 2020-21 Due to the continuing pressures of COVID-19, the Board agreed to furlough its new Strategic Plan and the June 2020 Board meeting and the following revised set of priorities were agreed.. strategic Plan Prlority Focus for 2020121 Provide homes to feel proud of Delivery of Phase one of the Asset Management Strategy Provide quality care Review and deep dive of Home Care Service.. opportunities for growth, challenges and sustainability. Care Home Recovery Plan lo include marketing, viability. Put people fSrst Pursue reform of social care lo include career progression, employment offer, Real Living Wage, induction and canipaigning Get the basics right Customer Service Transformation lo include IT and new systems for finance and housing service (inc ECH} and provision of tenancy support. Embed performance management, procurement, governance systems and foundations lo regain G1 and V1 status with RSH and irllprove financial resilience. Be financially secure These priorities were developed into an Annual Business Plan for 2020-21 that the Board approved in September 2020. Principal decision 5: Pravi5ion of internal refurbishment works of voidflats t7t Woodland Court, including replacement of kitchens, bathroom5. electric heating, window5, doors, ondJ7oor coverings Woodland Court is a retirement development of 56 flats in Kingswood. All the flats are privately owned on leaseholds. The leases stipulate that Brunelcare undertake the refurbishment of each apartment when they become vacant, which averages 4 to 6 per annum. The full costs of these are deducted from the sales value of the flats so Brunelcare 15 reimbursed when sales are completed. To date these refurbishment costs have been procured on an ad hoc basis, rather than within a single contract. Annual Report and Accounts for 2020-21 2Q

To regularise this and ensure that leaseholders receive the best value for money the Board approved a contract for refurbishment works over five years, with an option to extend for a f urther 2 years, and an estimated total value of between £400,000 - £800,000. The value will depend on the level of voids and demand. Principal decision 6: Lease of Hawthorn Croft to St. Mung05 During the year the Board approved proposals to lease Hawthorn Croft in Withywood to St. Mung05 Housing Association for a period of five years. St Mungos is a national provider of housing and support for homeless people. They approached us with a proposal for temporary use through a lease agreement of the eight units on the site to provide seven units of accommodation lone flat will be a laundry and communal or office space). The flats will be used to house women who have moved through the Homelessness Pathway and are ready for greater independence. St Mungos are fully responsible for all the support and will be receiving revenue funding for this. The repair obligation states that St Mungos 15 responsible for all internal repairs and health and safety compliance. Principal decision 7: Appointment of Two new Trustees The Board ratrfied the appointment of two new trustees in September 2020.. Alison Comely with 30 years experience in senior local authority positions, including as a Director of Adult Socia1 Services,. and Anthony Oldfi"eld, a Chartered Surveyor and leading expert in the care home and retirement property markets. Principal decision 8". Approval of a COVID-19 Outbreak Plun Throughout the year the Board carefully monitored COVID-19 i nfection rates across its Services and in the local population. An Outbreak Plan was approved by the Board which set out how ar) outbreak would b managed should one occur on any of the Charity's sites (defined as two or more cases). Prevention measures included.. 4.5 months supply of PPE, a block agency agreement so that any agency staff are solely working in one location, weekly testing for all care staff, full pay for anyone who has to self isolate. daily monitoring of infection rates and a weekly Bulletin for all staff to update them on the latest information. Principal declsion 9: Approvol of 'Brunelcare.' Our Future Futures 2021-24 Strategic Plan In March 2021, the Board approved a new strategic plan for the charity.. 'Brunelcare.' Our Future,. The plan includes a new mission, vision, set of values, and three new strategic aims - all designed to achieve better Ann4Jal Report and Accounts for 2020-21 21

outcomes for our customers as articulated in a set of 'outcome measures. which have been produced in consultakn.on with them. Further information on the Strategy can be found on page 5. Principal decision 10: Approvol of o centrolised comploints process In December 2020, 3 self-assessment against the Housing Ombudsman's Complaint Handling Code (July 20201 was undertaken. The Board approved a new Comment5, Concerns, Complaints Gnd Compliments Policy in March 2021. The revised Policy.. improves accessibility 2nd awareness by adopting the approaches recommended by the Housing Ombudsman,. introduces a centralised complaints process and delegate day to day oversight of the complaints process to the Corporate Governance Team,. and ensures compliance with the Housing Ombudsm8 n's guidance in relation to the complaints procedure, timeframe for response, communication and putting things right. STAKEHOLDER ENGAGEMENT The focus of our stakeholder engagement in 2020-2021 has been Ilrmly on our response to COVID-19. Thi5 has included.. Colleagues: keeping our colleagues informed about changes in government guidance, and ensuring their safety and well-being, has been crucial to ensuring an effectr've response to the pandemic Customers: engaging with our customers to ensure they have the support they need. This has included holding Zoom meetr.ngs with the relatr.ves and loved ones of our care home residents, regLAlarly writing to our customers, and posting frequent updates on a dedicated section of our website. Commissioners/Local Authorities: we have worked closely with our commi55ioners to keep them informed about case5 acr055 our services, and so we can access additional support, such as f unding to help roll out increased testing. Public Health: we have worked closely with local Directors of Public Health throughout the pandemic. Following their advice during outbreaks and supporting us to reopen services. NHS: we have strengthened our relationships with the NHS, specifically through the cornmissioning of our 48 reablement beds lacross our Little Heath and Orchard Grove sites) to support earlier discharge from hospital. Volunteers: volunteers have proved vital in providing additional support to customers during lockdown. From our 'Friends on the Phone, telephone befriending service, to our communitv volunteers supporting shopping and collection of prescriptions, to those collecting and delivering much needed supplies of PPE. Maintaining effective engagement with existing, new and potential volunteers has been a key task in the past yoar. The media., the impact of COVI D-19 on care homes in particular has generated a high level of media attention during the year. We supported a number of national and local broadcast interviews raising awareness of the work of Brunelcare and the wider social care sector. Annual Report and Account5 for 2020-21 Z2

RISK MANAGEMENT Embedding effective risk management remains a key priority for the Board. Over the last 12 months further steps have been taken to strengthen risk management across the organisation and embed the Risk Management and Assurance Framework approved by the Board in September 2019. Our approach to risk ma nagement has been designed to ensure that risks are identified, assessed and prioritised and appropriate mitigating actions taken. Systems implemented to manage risk at various levels of the organisation include,. A comprehensive Corporate Risks Register ICRRI,. Review of the CRR at Senior Leadership, Audit and Risk Committee and Board meetings,. The monitoring of the internal control system by the corporate governance team, internal and external audit functions that can provide an independent perspective on the management of risk,. Audit, Risk and Finance Committee meetings with the auditors, in the absence of management. at least once a year. The Corporate Risk Register is updated regularly and highlights the top risks facing Brunelcare, changes to existing risks and any new risks identifi'ed together with actr'on5 to manage these risks, further action to be taken and assurance arrangements. Principal Risks and Controls At the start of each financial year, a detailed assessment of the risks impacting on the Charity is undertaken, this includes a review of the Sector Risk Profi'le published by the Regulator for Social Housing. sector risks highlighted by the Care Quality Commission and the Health and Safety Executive. The 8oard together with the Senior Leadership Team identified the major strategic risks to which Brunelcare could be exposed and the Senior Leadership Team ensured controls were in place to mitr"gate/man3ge them. The Corporate risk Register was reviewed at each Audit, Risk and Finance Committee and Board meeting. The principal areas of risk to which the Charity was exposed in 2020-21 were identified and reviewed throughout the year and, for each of these, an assessment wa5 made as to their impact. severity, and probability. The table below provides an overview of the risk5 set out in the Corporate Risk Register at 31 March 2021.. Annual RÈptsrt and Aictsunts for 202Q-21 23

T&NTIAb IfyIPA(I ITIGATINq:Ih Sustainable Community Services that meet regulatory standard5 and the needs of our customers and are not delivered. Harm to customers. During the year steps were taken to mitigate this risk by reviewing arrangements for: Loss of registration with coc. Prosecution Staffing- levels, skills and experience. Care planning. Customer Feedback. Loss of reputation impacting on ability to grow the business Compliance with LA and CQC Requirements. Undertaking a deep dive of home care services. Sustainable housing services that meet regulatory standards and the needs of our customers and are not Harm to customers. Brunelcare attempts to mitigate these risks through the regular review of strategy and processes to ensure they are flexible enough to take into account changing external conditions and tenant needs. Regulatory sanctions. Prosecution. delivered. Los5 of reputation impacting on abilityto growthe business. Sustainable care home and Harm to customers. A suite of policies and procedures Bre in place. Together with induction, training, comprehensive care plans, risk assessments, internal quality assurance audits these help to mitigate this risk. reablement services that meet regulatory standard5 and the needs of our customers and are not delivered. L055 of registration with coc. Prosecution. Loss of reputation impacting on ability to grow the business. A comprehensive review of policies and procedures will be undertaken in 2020-21. Annual Report and Arcounts for 2020-21 24

TENTIAL IMPACT ITIQATIVQ,FACIVqS The charity is unable to meet the financial performance projections set out in its long term financial plan. Regulatory sanctions and down grading. Unable to deliver the Comprehensive financial forecasting and monitoring- prudent financial management,. regular covenant reporting 3nd- secure, ftexible funding arrangements help to mitr.gate this risk. strategic plan. Unable to fill gaps in resources. Government and local authority assistance and continuity funding have helped to mitigate the additional costs that have arisen due to COVID-19. The charity bre3ches loan covenants. Intervention by credit wing of bank. Compliance with covenants Is monitored closely and monthly reports are produced. Interest rate increases. Regular discussions took place with Brunelcare's bankers during the year and Treasury advisors Centrus were appointed to undertake a review of Brunelcare's arrangements. A series of recommendations were made by Cenrus and adopted by the Board. ICT systems are not robust or stable enough to support safe, effective and up to date services. Vulnerable to cyber attacks. Delivery of services impeded. Duringthe year work on an ICT Strategy began this work will be completed in 2021-22. The services provided by Brunelcare are compromised due to the Charity's estate being non~compliant and not fit for purpose. Harm to customers. An Asset Management Strategv was approved by the Board in June 2020. The priority action5 set out in this Strategy will help to address this risk. Regulatory sanctions. Prosecution. Loss of reputation impacting on ability to grow the business. Annual Report and Attounts for 2020-21 25

TeNTJAI114fjPACII' 118IA19NG,PACTORI Coronavirus could impact on the quality and sustainability of our services. Harm to customers. A COVID-19 Business Continuity Team was in place throughout 2020-21. Loss of staff capacitv. Increase in agency staff leading to additional financial costs. We mitigated the impact on services through adherence to Public Health England guidance, sourcing of sufficient PPE supplies. stringent infection control procedures, the appointment of over 100 volunteers, increased recruitment activity and daily monitoring of data relating to infection rates and staffing levels. Loss of customers/business. Loss of reputation impacting on ability to grow the business. While preventative measures were in place to reduce the impact of COVID-19 the increased rate of COVI D-19 in the community resulted in periods of increased risk to clients and staffi'ng. Increasing costs of insurance premiums could make the costs of insuring services prohibitive. Financial loss. Insurance cover Secured with cover for COVID-19 was secured prior to the start of the 2021-22 financial year. As expected the cost of the premium was higher than budgeted for. Unable to operate services due to lack of insurance cover. As we move into 2021-22 we have begun to evaluate the longer term impact of COVID-19 on the sector and the risks that these pose to Brunelcare. Capacity to Handle Risk Ensuring effective risk management is a key priority for the Board as it is integral to enabling the delivery of our objectives, both strategic and operational, and most importantly to the delivery of safe, high quality Services. The Risk Management and Assurance Framework, sets out the processes and mechanisms for the identilication, assessment and escalation of risks. It has been developed to create a robust risk Annual Report and Accounts for 2020-21 26

management culture across Brunelcare by setting out the approach and mechanisms by which the Board make sure that the principles, processes and procedures for best practice risk management are consistent across the Charity and fit for purpose,. ensure risks are identified and managed through a robust organi5ational Assurance Framework and accompanying Corporate and Directorate Risk Regi5ters,' embed risk management and established local risk reporting procedure5 to ensure an effective integrated manaEement proce55 across the Board's activities,. ensure strategic and operational decisions are informed by an understanding of risks and their likely impact: ensure risks to the delivery of the Board's strategic objectives are eliminated, transferred or proactively managed,. and keep the Board and its Committees suitably informed of SIgn￿ficant risks facing the Board and associated plans to treat the risk. Risk appetite HM Treasury120061 define risk appetite as.. 'The omount of risk thot on orgonisotion is prepared to occept, tolerate, or be exposed to ot ony point in time,. In Oecember 2020, the Board revisited its Risk Appetite Statement. This set out the Board's strategic approach to risk-taking by defining its risk appetite thresholds. It is a 'live' document that 15 regularlv reviewed and modified, so that any change5 to the organisation's strategies, objectives or its capacity to manage risk are properly reflected. In reviewing and updating the Risk Appetite Statement careful consideration was given to Brunelcare's cap3CIty 2nd capability to manage risk. The Risk Appetite Statement will be re-visited again in December 2021. INFORMATION GOVERNANCE Brunelcare continue5 to work towards a culture of compliance with the UK GDPR, DPA 2018, Privacy and Electronic Communication5 Regulations and official guidance based on the above. During 2020-21, the Charity achieved entfy-level status to the NHS Data Security and Protection Toolkit, contributed to making th is toolkit more relevant to the social care sector, and contributed to two pilots run by the Nahon31 Cyber Security Centre INCSCI. Risks relating to information are managed and controlled in accordance with the Charity's Information Governance Policies. All information governance issues are escalated to Brunelcare's Data Protection Officer who reviews and assesse5 each one to ensure any breaches are identified and concerns addressed. Anr¥ual Report and Accounts for 20ZO-21 27

During the year two Information Governance breaches occurred but following consultatiorls with the Information Commissioner's Office, neither had to be formally reported. The ICO agreed that the steps taken by Brunelcare were robust and therefore the incidents were addre55ed internally. ASSESSMENT OF FINANCIAL AND OPERATIONAL PERFORMANCE This year has seen the Charity face the exceptional operational and financial challenge of the COVID-19 par)demic. Our financia1 results have been positive reflecting the amazing response of our staff and includes supportive government f unding which has been essential noting the additional resources and support required given the cost impact of the pandemic. Our operating surplus increased 33.6Yo to £2.65m l£1.98m 20201. Income including COVID-19 f unding grew 15% to £36.96m1£32.09m 20201 in the year. Our operating costs rose 14% to £34.32m1£30.Ilm 20201 largely reflecting the impact of investment in staffi'ng inc1 uding the essential additional requirements imposed by our response to COVID-19 and also the new developments above. Rising demand for quality care and affordable services both locally and nationally, highlighted by the need for these Services enhanced by COVID-19. serve to illustrate the importance of additional funding into affordable housing and social care. National and local efforts to support this continue to be important and the Charity continues to highlight, support and inform the urgency of these discussions. Results include addithonal income of £3.46m and costs of £3.97m at our new 88 bed nursing home, Little Heath. This new purpose built facility in Cadbury Heath, East Bristol, opened in April 2021. Occupancy progressed well with our specialist reablement unit providing integrated Health and Care in Bristol. Whilst financial deficit arose as expected. this is reducing as occupancy grows as planned. Our results also reflect the opening of our 62 unit Extra Care Housing service at Waverley Gardens in Bristol. Fu11 occupancy Df the 52 flats offered on a rental basis was achieved in just 9 months with successf ul completion of 5 of the 10 flats offered for sales on a partial ownersh ip basi5. Income at the scheme grew bv £0.70m to £1.99m with costs rising £0.59m to £1.90m. Value for Money Metrics Brunelcare utilises data within both the Regulator for Social Housing Value for Money metric5 and the Housemark Sector Scorecard to monitor its activities in order to ensure that we continue to deliver value for money and make progress towards our strategic objectives. The Scorecard sets out a number of indicators covering business health, outcomes delivered, effectr.ve asset management and operating efficiencies. An analysis of 8runelcare's score against each of these indicators is Annual Report and Accounts for 2020-21 28

set out below. The prevalence of the COVID-19 pa ndemic has naturally had a signih'cant impact on these indicators. In addition to these sector-wide benchmarks we also have a series of internal metrics that monitor key risks to the business. All of these metrics are monitored regularly by the Senior Leadership Team and Trustees to ensure that we focus on delivering the best value for our stakeholders. Key Metrics Metric l.. Reinvestment Reinvestment as a percentage of existing stock 5.8Yo 11.2Y. 0.97% 7.20 Reinvestment reduced significantly in the year with the absence of a major development plus the impact of COVID-19 and associated lockdowns on capit31 investment. The prior year figure included significant investment with the extension at our Waverley Gardens Extra Care scheme adding 62 units to our Housing stock. Fire safety and energy improvement work, as well as sheltered housing scheme improvements, are planned going forward and will increase this percentage although with no major development planned for 2021122 we anticipate this metric will remain low. Annual Report and Account5 for 2020-21 29

Metrlc2.. New Supply 11.IW 5tsppJy.. Social Housing units developed as Yo of owned o¥. 0% 5.4% 0.7% Non-social Housing units developed as % of owned 0% 0% 0% Two major projects were completed in April 2020. Our Waverley Gardens Extra Care Scheme extension in Bristol added 62 units and in addition our specialist new nursing and care home Little Heath, providing service5 in Cadbury Heath in South Gloucestershire, opened in April 2020 adding a further 88 beds. These developments provide vital new services to the community in South Gloucestershire and Bristol. Both of these have been lease f unded and are therefore not shown in the non-social housing development metric. Brunelcare's ambitious f uture development activity is being planned and will focus on redeveloping and refurbishing our existing sheltered housing and extra care schemes. Metric 3.. Gearing Gearing Yo 11.3% 19.6Y. 13.7% 44% Against all the sector quartiles Brunelcare's gearing remains low. Our lending reduced further following planned loan repayments on our core Lloyds lending and also full repayment of the £1.85m drawn-down on our E5m Barclays Revolving Credit Facilitv. This reflects the period without major development and positive financial performance in terms of the increased surplus. As nDted above a major development and investment programme is currently under review. Annual Report and Accounts for 2020-21 30

Metric 4.. EBITDA interest cover EBITDA MRI as 389.9°A 594.4% 170V. Yo of interest The significant improvement in EBITDA-MRI reflects Positive financial performance including supportive COVIO-19 funding. Lower debt in a period of no major development, low interest rates and reduced capital spend were other key factors. The strong E81TDA-MRI combined with low gearing highlights the opportunity for positive inward re-investment. The current prudent position is appropriate to the Charity's sustainability and long term goals of providing vital community services. Metrlc 5.. Headline Social Housing Cost per Unit 8ruii•I#I*¥. Mtdlan. foi MOP Pm'iiid Total cost per unit 5,431 6,336 5,617 4,600 Brunelcare costs per unit reduced significantly in the year reflecting the impact of COVI D-19 and lockdown,. reducing the scope for some elements of planned capital works. A new health and safety compliance 5VStem has streamlined our compliance management. Continuing investment into fire safety and other health and safety measures will arise in the next linancia1 year. Our overall cost remains above average general needs housing costs in the sector largely due to the fact that Brunelcare's costs include energy utilities (heat and lightl as well as some additional services such as restaurant catering and laundry services. A number of actions including appointment of a Procurement Manager have taken place. These will ensure we contirnue to deliver good value for money services. We anticipate service cost pressures will continue with rising inflation and energy costs alongside material costs and workforce investment plans. Annual Report and Ac£ounts for 2020-21 31

Metric 6.. Operotsng Margin Mia*tii Operating margin over311 4.3% 6.1% 6.9Y. 20.3% Operating margin social housing lettings 14.8%. 14.0Y. 12.7Y. 23.9% The operating margin for the whole business has improved this year although it continues to be lower than average for the housing sector. This is due to significant operating activity in Care Homes and Domiciliary Care which have lower operating margins. These figures i mproved in the year with the benefi't of urgent government COVID-19 funding. The social housing element margin reduced due to increased investment in health and safety and building costs due to the age of some of our housing stock. These carry higher repair and mair)tenance support requirements. The Board of Trustees has set targets to improve our margins in f uture years and we are progressing a two year financial recovery plan for our Home Care service. Financial improvement will also continue to be shown f rom Little Heath as this new service matures. Metric 7.. Return on Capitol Employed fyr4hP[¢•w>, Iw¥ure, Total cost per unit 2.4% 3.3% 4.3% Brunelcare's return on capital has improved this year given the higher financial surplus with positive business activity and cost control, plus supportive COVID-19 funding cornbined with a planned period of no major development spend. The Charity operates a large proportion of care services with low homecare margins that generate very small surpluses but only require modest capital investment. Annual Report and Accounts for 2020-21 32

Improved procurement and a 2 year homecare turn-around project aim to improve margins, although urgent investment in staff pay and cost inflation such as rising global energy costs are likely to continue to dilute these margins. Other Sector Scorecard Metrics Below are the Other Sector Scorecard measure5 which are used by Brunelcare. Other Metric l.. Business performance fvl.¢diin.fo ,M. QP_',knvl41, . ozo. Adjusting operating margin social housing 17.5% 17.0% 15.6% 22.7% Noting the comments on Key Metric 6 above, this measure adjusts the margin to exclude costs such as energy and catering to provide an adjusted comparison. This shows a lower variance with the outcome reflecting a number of reasons including the impact of the pandemic providing additional support to our tenants plus additional health and safety related investment. Brunelcare was awarded the 'Help When You Need It, contract in Autumn 2020. This links to our Charitable objectives of providing service user value for money but at a lower margin. Other Metric 2.. Asset Monogement Fffèctlvè A6set ', Occupancy of all housing properties 99Yo 98.9% 97.9% Housemark 99.3Yo Ratio of responsive repairs to planned maintenance 103.3% 69.3% 4S.5% Housemark 64° Occupancy was slightly lower than sector average in the year noting that the Hou5emark benchmark does not include the impact of COVI D-19. Brunelcare's Housing occupancy improved steadily during the Annual Report and Aicount5 for 2020-21 33

fi'nancial year as the wider recovery from COVID-19 progressed. Landlords with a large stock of supported housing tend to record lower occupancv. The ratio of response repairs to planned maintenance was reduced due to the impact COVID-19 has had in disrupting slte 2ccess and supplier responses during lockdown periods. The Housemark benchmark for 2020 again does not reflect the impact of the pandemic. Other Metrlc 3.. Operating Costs Brunelcare 15 a relatively small provider of older peoples housing (HOPI. We also incur costs such as energy and catering recovered within our service charges. Our costs are often above sector averages With the table below adjusting these based on the Regulatorfor Social Housing Voluefor Money metric5 updoted June 21 comparison. Headline social housing cost per unit £5,431 £6,336 £5,617 £4,430 £4,249 IRSHI Management cost per unit £971 n13 £1,068 IRSH} £1,049 £i,oii Maintenance cost £919 £1,022 £371 £260 per unit £2,051 IRSHI Major repairs per unit £737 £1,193 £655 £621 Service charge per unit £1,641 £1,986 £2,457 n/a £662 IRSHI Other housing costs £1,085 £1,123 £1,163 £120 £468 IRSHI Rent collected (general needs properties) IOOYO. 101.5, N/A 99.8% IHMI Annual Report and Accounts for 2020-21 34

Overheads a /a of 8.1% 8.0% 7.0Y. turnover NIA 12.3Y. {HMI Overall social housing costs per unit have redL¢ced this year reflecting the impact from COVID-19. Management, mainten3 nce and major repairs Costs have also all reduced in the year attributed again to the lockdowns associated with COVID-19. The higher service charge per unit differs to most Housing comparators in that it includes the provision of communal facilitr.es such as laundries and lounges alongside energy utility costs as most of our sites are not separately metered. Therefore on this basis eloctricity, gas and water bills are recharged to the tenants through their rent at nil margin. This cost is in the region of £1.8m pa with a large rise October 2021 following our recent re-tendering process and reflecting global energy cost pressures. Other costs include funding for specific activities paid by the Local Authorities including help and advice provided to support our older tenants. The last two other metrics applied by the Charity, are based on comparisons to the Housemark Sector Scorecard 2020 which exclLJdes the COVID-19 impact. Overheads are below other Social housing providers reflecting efficiencies necessary for valLse for money services with investment in governance this year. Pension Our financial result5 include a charge reflectt'ng a signifi'cant increase of £2.7m in the net liability valued by the scheme actuary for the Charity's share of the SHPS defined benetit pension scheme. This reverses a large reduction credited to our income and expenditure account in the previous financial year. Whilst these large movements are outside the control of the Charity and non-cash flow we continue to support enhanced deficit funding I£0.7m in the prior yearl. We have a150 ensured our forward financial plans fund a likely extended period meeting the additional cost of managing this defi'cit. The Charity has also mitigated the risk of increased future deficits by closing our defi.ned benefit scheme to new and current members at the end of March 2019. The impact of the triennial review will be reported in next year's results Annual Report and Accounts for 20ZO-21 35

New Development Our new developments at both Little Heath Care Home and Reablement Centre and the extension to the Waverley Gardens Extra Care Scheme opened successfully in April 2020 with occupancy also shared ownership flat sales in the latter progressing well. Additional information is available in the linancial review below. In addition we were successful delivering innovative new reablement contracts at a number of home5 and also in being awarded a new Housing and Care contract 'Help When you Need it" Cash Flow and Working Capltal Management In the financial year our operational cash inflow of £3.15rn1£1.78m 20201 was positive following the recent major developments. With an additional reduction in planned capital investment plus impacts from the COVID-19 lockdown capital spend reduced to £0.30m1£6.31m 20201. Cash was further boosted by a £0.61m grant receipt linked to Waverley Gardens development completion and sales of 5 new flats at the scheme out of a total of 10. As a result, the Charity was able to fund the repayment of £2.56m of loans as well as an increase in cash and liquid funds from £4.65m to £5.58m. Accounting Policies Brunelcare's principal accounting policies are set out on pages 37 to 42 of the financial statements and have been prepared in accordance with the Statement of Recommended Practice 2018. Payment of Creditors In line with government guidance, Brune1care's policy is to pay purchase ￿nVolCe5 within 30 days of receipt, or earlier if agreed with the supplier. To achieve this, we make two cyclical payments in each month and one-off payments where reouired. We have submitted a return to the Government's Payment Practices Service with the following outputs.. Percentage of invoices paid within 30 days 39Yo PerceNtage of invoices paid between 31 and 60 days 55Yo Percentage of invoices paid after 60 days 6Y. Annual Report and Aitounts for 2020-21 36

We paid 19Yo of OLJr invoices outside of the agreed time but the majority of these were due within a week or sooner and we are working to improve our turnaround tt.mes for authorising invoices for payment to reduce this figure. The average number of days taken to pay our invoices in the period wa5 36. Fixed Assets Details of changes to Brunelcare's fixed assets are shown in notes 10 and 11 to the financial statements. Reserves At the end of the year Brunelcare had total reserves of £26.05m12020 £27.37ml. Within that hgure the Revenue Reserves I"Free Reservesl totalled £24.33m12020: £25.6ml. The main reason for this reduction is the pension movement noted above. Brunelcare generates net surpluses in each fi'nancial year which are reinvested in existing properties and services alongside new projects, and to provide reserves with which to meet any emergency funding requirements that may arise. The Board is satisfied that the level of reserves reported is reasonable. Treasury Management and Strategy Brunelcare has a formal Treasury Management Policy which is approved by the Board. The purpose of the policy is to agree and maintain a framework within which the exposure to risk related to cash investments and borrowings can be managed. The policy reouires an Annual Report to the 8oard setling out the application of the policy for the past 12 months and the strategy for the next financial year. Brunelcare'5 current debt profi'le shows term loan borrowings from two lenders.. Lloyds TSB and Capita PIC Iorchardbrook Limited). In addition, in the year the Charity repaid all of the £1.85m drawdown on its £5.Om Revolving Credit Facility arranged with Barclays Bank Plc. Repayments or drawdowns can be made from this facility each December. The facility has been re-negotiated in partnership with Barclays, removing a potentially constraining covenant, and is in place for h've years to 2024. Going Concern Our long term linancial plan confirms the Board has a reasonable expectation that Brunelcare has adequate resources to continue in operational existence for the foreseeable future, being a period of twelve months after the date on which the report and financial 5tatement5 are signed. For this reason, it continues to adopt the going concern basis in the finarlcial statements. Annual Report and Account5 for 2020-21 37

Board Internal Targets The Board also uses internal operational targets as follows.. Target l.. Care Homes return on u55ets l. Care Homes return to assets is maintained above SY. 6.0% 8.1% This target has been achieved but there was a slight decline compared to 2019-20. The continued achievement of this target was due to pricing, and the continued management and effi'ciency whilst safeguarding the high quality of care that we are known for. Target 2.. Quality of care 2. IOOO/o of our CQC regulated services are rated as 'Good' or 'Outstandi ng, iooy. 90.9% 90.9Yo Please see the sectt.on on the qu31ity of our care services above which provides a table showing our current CQC ratings. All care services were rated 'Good' or above with the exceptron of Somer5et Homecare Services which is currently rated 'Requires Improvement,. The figure for 2020-21 remains the same as 2019-20 due to no formal CQC inspections being held in the vear as a result of the COVID-19 pandemic. All internal quality assurance visits to the Somerset Homecare Service would suggest that previous reasons for gaining a 'Requires Improvement, rating have been resolved and a re-inspection is expected in 2021. Our Little Heath Care & Reablement Service has yet to receive 3 CQC inspection Since its opening in April 2021 and therefore no CQC rating is available for this service. Target 3.. Head Office performonce ••&ur• 3. Central support services spend to be managed up to loy. of income 8.5°A 6.6QA° 7.0% °adiu5ted from the h'gure 016.4% included in the 2019-20 report Annual Report and Accounts for 2020-21 38

Brunelcare's support costs are low by sector standards and overheads are below other social housing providers reflecting effi'ciencies necessary for value for money services with investment in governance this year. Torget 4.. Agency usage 4. Further reduce the charity's agency usage to less than 5% of employee-related costs 6.9QA 7.2% Brunelcare has struggled to recruit sufficient trained nurses over recent years and this difficulty continued in 2021-22, in addition to an ongoing desire to recruit additional care staff. Additional agency was used to fill gaps during the recent lockdown where employed staff have had to isolate themselves because of a health issue or to protect a vulnerable family member. Target 5.. Sickness absence 5. Reduce 5ickne55 absence in line with the social care sector average 4.7Y. 5.1% 3.99D Despite the impact of COVID-19, during the year sickness levels as at March 2021 were below the social care sector average. Target 6.. Employee retention 6. Achieve an employment retention level of higher than 81% 71.6% 72.4Y. 72.44Y. This target has not been achieved and remains relatively Static compared with 2019-20. Employee retention remains a key issue in the care sector and continues to be a key part of our corporate strategy with a range of activities being taken to improve this figure. Annual Report athd Accounts for 2020-21 39

Target 7.. Occupancv 7. Achieve a level of occupancy in Care Homes and Sheltered Housing of higher than 95¥, Occupancy in Care Homes 94.6¢A 95.60 89.8% Occupancy in Sheltered Housing and Extra Care 99.0% 98.6Y. 99.1Y. Occupancy in our care homes did not meet the 95Yo target and was lower than 2019-20 occupancy rates. This was due mainly to the impact of the COVI D-19 pandemic and restrictr.ons on accepting new occupants to care homes during this time. Early indications are that care home occupancy will improve in 2021-22. Annual Report and Accounts fo¥ 2020-21 40

04- STRUCTURE, GOVERNANCE AND MANAGEMENT Brunelcare's Legal Structure Founded in 1941, Brunelcare is a company limited by guarantee without share capital (registered company number 6018471 and a registered charity (registration number 2015551. The charitable objectives of Brunelcare, as set out in its Arhcles of Association are the relief of those within the United Kingdom who are in need by reason of age (whether or not that need is exacerbated by ill health, disobility ond/orfinoncial hard5hipJ,' and the relief of those within the United Kingdom who are in need by reoson of ill-health. disobility ond/or financial hGrd5hip. To f ulfi'll the above objectives, Brunelcare is registered with the Regulator for Social Housing and provides social housing across a range of sites in the Bristol area. It is also registered with the Care Quality Commission as a provider of care homes, extra care housing and a range of communitv service5 in Bristol, Somerset and South Gloucestershire. Further details about the care Brunelcare provides and the types of housing and the areas where they are provided can be found by visiting our website.. brunelcare.org.uk. Articles Of Association Articles of Association are one of the constitutional documents of a company which set out the basic management and administrative structure of the company. The articles are a public docurrent open to inspection at Companies House. Companies have freedom in drafting their articles although Brunelcare is subject to relevant provisions of the Charitr'es Act 2011 and Companies Acts. Charities who are also companies limited by guarantee may adopt model articles set out by the Charity Commission. Brunelcare's Articles of Association were reviewed during 2020-21 a nd a revised set of Articles were approved by Special Resolution on 28 January 202 1, following approval by the Charity COMM￿SsIon. As far as possible the draft Articles have been based on the Model Articles of Association for a Charitable Company as issued by the Charity Commission in August 2014 and updated in January 2017. The Board of Trustees The Board sits at the top of the organisation's governance and assurance systems. Its principal role is to exercise effective leadership, provide Strategic direction and control. The Board is accountable for governance and internal control in the organisatior), and the Chief Executive is responsible for maintaining appropriate governance Structures and procedures. In summary, the Board.. Sets the strategic direction of the organi5ation,' Establishe5 and maintains high standards of corporate governance,. Annual Report and Accounts for 2020-21 41

Ensures the delivery of the aims and objectives of the organisation through effective challenge and scrutiny of performance across all areas of responsibility; Monitors progre55 against the delivery of strategic and annual objectives; and ensures effective financial stewardship by effective administration and economic use of resources. The Trustees, as the directors and charity trustees, are collectively responsible for the affairs of Brunelcare. Board Meetings During 2020-21 the Board held four scheduled formal meetings, five development sessions and an additional formal meeting. Through these meetings the Board.. Oversaw the arrangements for the management of the organisations COVID-19 management and monitoring arrangements,. Agreed a revised Strategic Plan and related corporate objectr"ves,' Agreed a new Performance management Framework Oversaw the development of, received, considered and discussed the organisational risk register and the monitoring and management of the assigned risks to key committees of the Board; Received, considered and discussed financial performance and the related risks being managed by the Board,. Discussed and approved capital projects, contracts and tender proposals in line with agreed delegated authority levels. Routinely received assurance reports from the Committees of the Board. All formal meetings of the Board held in 2020-21 were appropriately constituted with a quorum. Attendance at Board meeting5 was formally recorded within the minutes, detailing where apologies have been received. Attendance at Board meetings in 2020-21 is set out in the following table. Please note attendance is expressed as the number of meetings attended out of the number eligible to be attended. USt•• ' Alison Comley, 212 Deborah Evans 414 Harry Hayer 314 Nick Hooper 414 Phil Hope 414 Annual Report and At£ounts for 2020-21 42

Kate Innes IstiIII 414 Anthony Oldh'eld, 212 lan Turner 314 Tony Wilson 314 Oona Goldsworthy 414 Chris Wall, 4/4 Chris Wall took up the role of Director of Finance on 27 April 2020 Alison Comley took up the role of Trustee on 22 September 2020 Anthony Oldfield took up the role of Trustee on 27 September 2020 An additional Board meeting was held on 28 January 2021 to approve the revised Articles of Association following receipt of Charity commissions approvals. All Board members were in attendance. Standing Orders, Scheme of Reservation and Delegation of Power5 and Standing Financial Instructions In March 2020, the Board agreed to the Standing Orders for the regulation of proceedings and business. Together with the adoption of a Scheme of Reservation and Delegation of Powers matters reserved to the Board and Standing Financial Instructions they provide the regulatory framework for the business conduct of the Board and defi'ne its 'ways of working,. These documents, together with a range of corporate policies set by the Board contribute to the organisation's governance f ramework. In alignment with the development of Standing Orders and Committee terms of reference, a detailed review ofthe Board's Scherne of Reservation and Delegation of Powers was also undertaken. The document, which was approved by the Board in March 2020, therefore sets out the matters that are.. reserved for the full Board,. delegated to Committees of the Board; delegated to Trustees,. and delegated to the CEO. Standing Orders, the Scheme of Reservation and Delegation of Powers and the Standing Financial Instructions are subject to annual review,. the last review being undertaken in March 2021. There is a clear demarcation between executive and non-executive roles. The Trustees delegate day-to-day executive control of the Charity to the Chief Executive Officer and the Senior Leadership Team, which meets regularlv. Annual Report and Accounts for 2020-21 43

The Chief Executive Officer is responsible for running the charity irh accordance with the direction set by the Board and the powers delegated to them by the Board. The Chief Executive Offi'cer is accountable to the Trustees for their performance and that of the Senior Leadership Team. Trustee Terms of Appointment Brunelcare's Articles of Association allow for the appointment of up to 12 Trustees. Trustees are appointed on the basis of the skills and experience they can bring to overseeing the activities of the Charity. The skills and backgrounds collectively represented on the Board should reflect the population it serves. New appointments are made on merit, taking account of the specific skills and experience, knowledge, personality and approach needed to ensure a well-rounded Board. In terms of diversity, the objective5 are to.. consider aspects of diversity when reviewing the composition and balance of the Board,. ensure that candidato lists for Trustee positions are compiled by drawing from as diverse a range of candidates a5 Possible who possess suitable skills and qualities,. aspire to increase Board diversity without sethng specific targets or compromising on the calibre of Trustees. All Trustees are appointed for terms not exceeding three years and are eligible for re-appointment for a maximum of th ree terms. To be eligible for appointment Trustees must meet eligibility requirements, as specifi'ed in Article 21 of Brunelcare's Articles of Association. The Charity's Standing Orders Isee 5.2.41 require Board members to confirm in writing their continued eligibility on an annual basis. Trustee Resignations and Appointments There were two new Board appointments made during the year, Alison Comley on 22 September 2020, bringing social care expertise to the Board and Anthony Oldfield on 27 September 2020, bringing expertise in marketing, investment and funding. The Board Composition as at 31 March 2021 was.. Apl• I , fvtykup Apftplntffloht an '. ' tho ol Iht¢r•it;. 9 June 2017 as Trustee and was appointed as Chair I January 2019 Relative/carer Health Deborah Evans Chair of the Board Harry Hayer Trustee 15 February 2019 HR and OD Annual Report and Ar¢ount5 for 2020-21 44

Trustee and Chair of Nick Hooper the Remuneration and Nominatron Committee 12 March 2018 Strategic Development Housing Phil Hope Trustee 12 March 2019 Health and Social Care, Strategy Development Kate Innes IstiIII Trustee 8 May 2019 Housing Trustee, Vice Chair and Chair of the Audit, Risk and Finance lan Turner 10 July 2018 Finance Committee Tony Wilson Trustee 4January 2019 Tenant Engagement Alison Comley Trustee 22 September 2020 Social care Property, investment and f unding opportunities Anthony Oldfield Trustee 27 September 2020 Oona Goldsworthv Chief Executive Officer 14 October 2019 Housing Chris Wall Director of Finance 27 April 2020 Finance OUR TRUSTEES Appointed 1st July 2017 Deborah Evans- Chair Deborah has worked as a manager and Chief Executive in the NHS for 35 year5. She wa5 Primary Care Trust Chief Execukn've in Bristol, working closely with the City Council and with many third sector orEanisations. Within the last five years, Deborah was Managing Director of the West of England Academic Health Science Network, an NHS f unded body whose role is to stimulate innovation in the N HS and to spread best prach'ce in care. Deborah was appointed as Chair of Trustees in January 2019. She has extensive experience as a carer. Annual Report and Ac£ounts for 2020-21 45

Appointed 1st August 2018 lan Turner lan is a Chartered Accountant. He has worked in a number of organisation5 in a Non-Executive Director 'NED"I, Executive, Trustee and advisory capacity. He is currently Deputy Chief Executive and Finance Director of the Healthcare Financial Management Association IHFMAI which represents Finance Professionals within the N HS. He is also a NEO at Devon Partnership NHS Trust the NHS Mental Health Trust based Exeter, a Trustee at RICE a Charity researching into the Care of the Elderly and a trustee of the Healthcare Supply Associatr"on IHCSAI, a membership organisation for procurement professionals in the NHS. Appointed 1st March 2018 Nick Hooper Nick has spent most of his career in local government, but has also worked in the voluntary and private sectors. Hi5 background is in housing development and in the nearly 30 years he spent with Bristol City Council - the last 12 as Director of Housing Solutions - he developed expertise in homelessness, private housing renewal, commissioning, strategy and policy development as well as organisational development. Nick is Chair of 16'.25 Independent People, a youth homelessness charity. Appointed 1st February 2019 Phil Hope Phil is a partner in Hope Consultancy and Training that works with health and social care organisations to help them navigate the changing landscape of the health and care sector,. and to develop excellent and Sustaina ble care services for older people. He is also visiting profe550r at the Institute for Global Health Innovation at Imperial College, London and chaired the Imperial College report 'Creating Sustainable Health and Care Systems in Ageing Societies,. Phil is a former Member of Parliament11997-20101 and served in a number of Ministerial roles with re5pon5ibilitie5 for local government, skills, charities, social enterprise and social linance. As Minister of State for Care Services hi5 work included development of the White Paper 'Building a National Care Service,, the National Dementia Strategy. the National Mental Health Strategy 'New Horizons,, and the National Autism Strategy. Appointed 1st January 2019 Tony Wilson Tony, an octogenarian and great grandfather, beca me a tenant of Brunelcare in 2013. His career background includes extensive engineering risk managernent or¥ behalf of clients such as Network Rail, Dublin LUAS tram main contractor, MOD Navy and suppliers such as BAe Filton. He also ran a recruitment agency, followed by practice as a counsellor and group facilitator. Tony also volunteers as a Trustee with Annual Report and Accounts for 2020-21 46

Bristol Older People's Forum, as a youth mentor with 1625 Independent People, a board member with Driving and Mobility West of England, and is a community navigator with 8ristol Community Health. Appointed 1st June 2019 Harry Hayer Harry has been on the boards of numerous companies and organisations for 25 years. His experience spans the NHS, the charity sector, national and local government, academia, regulation and the music industry. He has travelled extensively with his work, leadi ng large-scale transformation, restructuring, merger, acquisition, closure and change programmes. He ha5 specialist experience in HR and organisation design and development. He is currently H R Director of 5ustrans, the national cycling charity. Appointed 14th June 2019 Kate Innes Kate has worked in social housing for around 15 year5. Her career has covered rent and service cha rge management for small and rriedium housing associations in London ar)d Bath. Kate has carried out previous trustee roles with Bristol based housing associations and so has a good understanding of what the role requires. Appointed 22nd September 2020 Alison Comley Alison, a native Bristolian, has combined a 30 year senior local authority career in the city, with an artistic life as co-artistic director of Theatre West. Having started life as a social worker in the city, Alison has managed social care services and been the Director of Adult Social Services. She has also managed housing, community safety, safeguarding and wa5 a Non Exec Director for The Nats'onal Treatment Agency for 6 years. She was awarded an MBE in 2011 for Services to Local Government for her work in tackling substance misuse in Bristol. Appointed 27th September 2020 Anthony Oldfield Anthony is a Chartered Surveyor and leading expert in the care home and retirement living property markets having worked in the UK healthcare market for over 15 years. Anthony is a Director at Jones Lang Lasalle with particular responsibility for facilitating investment into the extra care and care home markets through new sites, forward funding opportunities, disposals, and acquisitions of operatr.onal healthcare assets and real estate backed busine55e5. Annual Report and At£ounts for 2020-21 47

Conflicts of Interest Trustees are aware of their legal duty to act in the best interests of Brunelcare and to make a declaration when they have a Conflict of Interest. Any Trustee who has a conflict of interest in relation to any matter discussed by the Board must declare this at the Start of a meeting. The meeting chair in consultation with the Cornpany Secretary makes a decision in relation to how the conflict will be managed and this is recorded in the minutes of the meeting. In addition, Trustees are required to complete a declaration of interest form on an annual ba515, any declarations made are recorded in a Register of Interests. Declaratt"ons are updated as and when a Trustees circumstances change. Trustee Remuneration All of our Trustees are volunteers and therefore receive no remuneration. Trustees a re entitled to be reimbursed for reasonable travel and subsistence costs and Brunelcare arranges indemnity insurance cover on behalf of the Board. BOARD COMMITTEE ARRANGEMENTS The Board is clear that robust governance is reliant upon effective and efficient Bozrd Committee arrangements, which ensure 3 balance of focus between strategic development, gaining assurance and scrutiny and driving the right culture. During 2020-21 the Board established the following committees.. The Audit, Risk and Finance Committee; The Remuneration, Nomination and Workforce Committee; • The Performance, Quality and Experience Committee,. and The Health, Safety and Well-being Committee AUDIT, RISK AND FINANCE COMMITTEE During 2019-20, the Committee met five times.. 4 June 2020; 3 September 2020,. 3 December 2020; 24 February 2021,. and 4 March 2021. All meetings were quorate. The meeting held on 4 March 2021 was Chaired by the Chair of the Board due to the unforeseen absence of the Committee Chair. Annual Report and Accounts for Z020-21 48

As at 31 March 2021, the Committee comprised the following Trustee Members- lan Turner - Committee Chair and Vice Chair of the Board Kate Innes,. and Anthony Oldfield da Chair (appointed August 20181 lan Turner 415 Member lappointed March 20191 Kate Innes 515 Anthony Oldfield Member lappointed October 20201 213 The Chief Executive Offi'cer and Director of Finance attend Ithe Chief Executive Officer by invitation) but are not members of the Committee. The Chair and members of the Committee are appointed by the Board. Committee meetings were regularly attended by representatives from.. RSM, Brunelcare's Internal Auditors lall meetings),. and KPMG, Brunelcare's external auditors127 August 2019 and 25 February 20201. Amongst the key issue5 considered by the Committee during 2020-21 were the following: Audit Recommendations.. Progress Reports Bi-annual Review of the 30 Year Business Plan {Junel Business Plan.. Stress testing and Development Capital Spend Charitable Funds Governance Framework Corporate Risk Register Ilnc specific focus on COVID-19 on 4 June 20201 Draft and Final Budget for 2021-22 Governance and Viability Standard: Self Assessment Economic Standards.. Self-AssessMent External Auditors Report on the Audit of the Financial Statements and Draft Letter of Representation Financial Regulations Financial Statements.. Quarterly Insurance ArrJngements Integrated Governance Improvement Plan.. Including Outstanding l DA Actt'ons Annual Report and Accounts for Z020-21 49

Integrated Financial Performance Report Losse5 and Special Payments Annual Report for 2019-20 Loans and Covenant5 Long Term Financial Business Plan Management Account5.' Quarterly updates Register of Interests Rent, Service Charge & Fee Review Annual Process Review of Debtors Annual Review of Risk Appetite Statement Stress Testing Policy Annual review of Standing Orders including Scheme of Reservation and Delegation and Financial Regulations Treasury Management Report.. Quarterly Update5 Treasury Policy A Committee Chair's Assurance Report was submitted to the Board following each meeting, outlining matters considered by the Committee, decisions made and matters that it wished to escalate to the 8oard for informatron or consideratron. The Committee reviewed and approved the audit strategies and plans for the auditors as listed below and received audit reports produced in support of them during 2020-2 1= External Auditors, KPMG Internal Auditors, RSM In approving the strategies and plans, the Committee ensured that they were robust and linked to the Charity's risk profile. The Committee approved the internal plan for 2021-22 on 4 March 2021. During the year the Committee received Internal Audit reports in line with the agreed programme for 2020-21, including the management response from the relevant member of the Senior Leadership Team. Where report5 received a less than reasonable assurance audit rating or where there were specilic areas of concern, the appropriate members of the SeF)ior Leadership Team were requested to attend Committee meetings. This process provided opportunities to discuss the report5 more fully, and for the Committee to satisfy itself that the findings and recommendations raised in the report5 were being addressed in a kn. mely manner and implemented to address control weaknesses or compliance issues. The Committee also received regular reports on progress with the implementation of the recommendations arising from internal audits. Authority to extend the deadline for the implementation of recommendations or to close audits where all recommendations were considered to be implemented wa5 sought from the Committee where necessary In light of a recommendation made in an external Governance Review commissioned by the Board, the AThnu31 Report and Accounts for 2020-21 50

Committee gave specifi'c consideration to the scope of its octivities and the skills ond resources ovailable to address that scope . Committee Members were satisfi'ed that its scope was appropriate and manageable. It considered audit, risk and finance to be subjects that titted well with the skill set of committee members. REMUNERATION AND NOMINATIONS COMMITTEE During 2020-21, the Committee met three times.. 26 August 2020; 12 November 2020,. and 18 March 2020. As at 31 March 2021, the Committee comprised the following Trustee Members: Chair (appointed August 20201 Ha rry Hayer 313 Deborah Member (appointed October 20181 Evans 313 Member (appointed August 20201 Tony Wilson 313 Amongst the key issues considered by the Committee during 2020-21 were the following.. RemunerGtion Workforce Strategy.. Agreement of Scope Pay and Reward Policy Annual Cost of Living Pay Review Organisational Design Senior leadership Team Anrnual Appraisals: Update and Summary of Key Matters Arising Restructure of the Senior Leadership Team Senior Leadership Team Remuneratr"on and Pension Arrangements, including Proposals for the Company Secretary role Annual review of CEO'S performance and remuneration and objectives for 2021-22 Gender Pay 2019-20 Annual Report and Accounts for 2020-21 51

Nominotion5 Trustee Recruitment Selection and Appointrnent of New Board Members Appointment to the Role of Senior Independent Director Board Members Annual Appraisals for 2019-20.. Update and Summary of Key Matters Arising Resignation of New Trustee.. Discussion of Next Steps Committee Governance Remuneration, Nominations and Governance Committee Annual Report for 2019-20 Annual Review of Committee Terms of Reference Board's Annual Business Plan for 2020-21 Committee Work Programme for 2020-21 Board Development Programme for 2021-22 As part of its annual assessment and review of the Committee's terms of reference and programme of business for 2021-22 the Committee agreed that in the absence of a workforce committee the terms of reference of the Remuneration and Nominations Committee should be extended to include workforce m2tters. To reflect the revised terms of reference the Board agreed that the Committee would be renamed the Remuneration, Nominations and Workforce Committee. PERFORMANCE, QUALITY AND EXPERIENCE COMMITTEE During 2019-20, the Committee met three times.. 2 July 2020,. 9 November 2020,. and 21 lanuary 2021 As at 31 March 2021, the Committee comprised the following Trustee Members= Chair Nick Hooper lappointed Mav 20201 313 Deborah Member Evans (appointed May 20201 313 Member lappointed May 20201 Phil Hope 313 Annual Report and Accounts for 2020-21 52

Member Alison Comley lappointed October 20201 213 Member 12ppointed July 20201 Tony Wilson 313 Amongst the key issues considered by the Committee during 2020-21 were the following.. Engagement with our Customers.. Together with Tenants External and Internal Quality Reviews of Care Services Integrated Performance Report and Dashboard Property Health and Safety Compliance Annual Assessment against the RSH'S Consumer Standards Information Governance Compliance Report Developing Outcome and Impact Measures Findings of audits, reviews and inspection5 relevant to the Committee'5 remit Health, Safety and Wel-lbeing Updates Safeguarding and Mental Capacity Act IMCAI and Deprivation of Liberty Safeguards IDOLS) Compliance Complaints, Compliments and Concerns The Committee has a specific responsibility for providing accurate, evidence based (where possible) and timely advice to the Board in respect of.. the ongoing development of an improving performance culture which continuously strives for excellellce and focu5es on improvement in all aspects of the Charity's business, in line with the Board's Framework for Improving Performance- and an operating model which aligns resources effectively to support the achievement of the Board's strategic 3irn5, objectives and prioritie5. Given the remit of the Board in relation to overseeing the delivery of the Charitie5 mi55ion and vision, and also ensuring compliance with regulatory and legislative requirements the Board recognised that the performance measures should be f Ljrther development so that they are.. aligned to the delivery of Brunelcare's strategic objectives and hence incorporate realistic but stretching outcome Measures- Annual Report and Ac¢ounts for 2D20-21 53

embrace the standards set by the Care Quality Commission ICQCI and the Regulator for Social Housing IRSHI,. and appropriately reflect relevant sector scorecards. The Performance, Quality and Experience Committee was given the remit to develop an outcomes framework and concise set of outcome measures that encompass the full remit of Brunelcare (delivery of social care and housing) in readiness for implementation from l April 2021. In November 2020, Housing LIN (Learning & Improvement Networkl was commissioned to provide external support with the development of a robust and applicable result/outcome-based f ramework and monitoring system to measure the outcomes and impact ol the work of Brunelcare. HEALTH, SAFETY AND WELL-BEING COMMITTEE The Board recognises that its employees understand the risks in the workplace best. Therefore, to ensure timely and appropriate engagement and con5ultat7.on the Board of Brunelcare has established a Health, safety and Well-being Committee. The Committee take5 a strategic overview of health, safety and well-being issues affecting Brunelcare. It also ensures best practice in health and safety, by promoting communication, co-operation and consultation across the Charitv. The Committee is chaired by the Chair of the Board and has representatives f rom all areas of the Charity. Representatives act as contact points within their service areas on matters of health and safety. The Terms of Reference of the Committee and its membership were reviewed on 2020-21, and in October 2020, Health, Safety and Well-being Ropresentatives were elected to act as contact points within their service areas on matters of health, safety and well-being. The first meeting of the newly constituted Committee took place on 22 October 2020. The Committee met three times in 2020-21. Annual Report and Account5 for 2020-21 54

05 - LEGISLATIVE AND REGULATORY DISCLOSURES Regulator for Social Housing Governance and Financial Viability Standard Brunelcare undertakes annual self-assessments to monitor its on-going compliance with both the Governance, Economic and Consumer standards. These self-assessment5 are reviewed by Committees of the Board before being approved by the Board. Any changes or implications arising within the year are reported on an ad-hoc basis. The 5elf-assessments at the time of reporting showed that the Charity continues to be materially compliant with Governance, Economic and Consumer Standards. Any areas for refinement or improvement have been identilied and transferred to the Integrated Governance Improverrent Plan. The Charity has the capability and capacity to meet all the cornpliance standards. Statement of Adherence to the Fundraising Regulator Code 8runelcare seeks to comply fully with all regulation5 and relevant codes of practice. Fundraising is not a significant income stream for Brunelcare and therefore we are not required to report under section 162A of the Charities Act 2011. However it applies the principle5 of the Code of Fundraising Practice. For example, by directing all supporters to use the JustGiving platform to ensure funds are raised in a transparent manner and quickly transferred to Brunelcare. 8runelcare does not, at present, proactively run fundraising campaigns or initiatives. Instead, the charity responds to the generosity of supporters by facilitating their efforts to raise funds in aid of the charity. The option to support Brunelcare is promoted on the charity's web51te. Brunelcare does not employ or engage third party professional fundraisers and is not aware of any complaints being made about its fundraising activities. All employees strive to protect the right5 and promote the interests of our clients and tenants. It is the policy of Brunelcare that under no circumstances should any employees offer advice or act as a witness to the Will of a resident. The Board's Self Assessment of its Effectiveness For the 2020-21 financial year, the Board has adopted the National Housing Federation's INHFI Code of Governance. This is reflected withi n key policies and procedures. Further, within our system of internal control, there are a range of mechani5m5 in place which are designed to monitor our compl lance with the code, these include.. self-a55essment; internal and external audit,. and independent review5. The Board 15 clear that it was complying with the main principles of the Code, and is conducting its business openly and in line with the Code. In March 2021, the Board undertook an a55e55ment against the NHF Code of governanco, The Charity Governance Code and UK Corporate Governance Code. The outcome of thi5 was that the Board agreed to adopt the Charity Governance Code f rom l April 2021. External Review of Governance Arrangements An external review of Brunelcare's governance was undertaken by 21st Century Housing Governance and the findings were reported to the Board in December 2020. The report concluded that Annual Report and Account5 for 2020-21 55

BrunelcGre had been on a journey over the last couple of yeors. Issues arising from the IDA and the consequential regulatory downgrade have resulted in a programme of work aimed ut delivering both enhanced governance performance and regulatory alignment to the standords. The board ha5 demonstrated good oversight of the deliverables from the Integrated Governance Improvement Plan (IGIP) and whi15t it is undoubtedly true that the impact of the COVID-19 pondemic h05 constrained the ability of the bard and the executive, the vast majority of the actions on the IGIP have been completed. Given that there is always a time lag between actt"vities being completed and outcome5 being ochieved, there is still some way to go before the overoll objectives of the IGIP are both realised ond embedded. That being said, there ure o number of oreos where the governonce orrongement5 ore still in the process of beNng strengthened, ond these ore set out below. However, it is clear that with one possible exception, these areas ore already known to the boord ond executive, nnd work is either pending or olreody Ljnderwoy to oddress any weaknesses. The chollengefor the board, in an uncertain and volatile operating environment, Is how to prioritise them and allocate the appropriate resources. Eight recommendations were made in the report,. relating to.. l. Strategy 2. IT, systems and data 3. Customer experience and the work of the Performance, Quality and Experience Committee 4. Cross-subsidy 5. New Code of Governance 6. Equality, Diversity and Inclusion Strategy 7. Scope of the Audit, Risk and Finance Committee 8. Voice of the Customer All recommendations were accepted by the Board and plans to address each of them are in place. Review of Effectiveness of System of Internal Control The Board put mechanisms in place for the review, on an on-going basis, of the effectiveness of the systems of internal control operating across all functions of the Charity. A review and evaluation of the adequacy of the system of internal control has been informed by the Senior Leadership Team who have responsibilitv for the development, implementation and maintenance of the internal control framework,. the work of the committees established by the B03rd,' the Board's internal auditors and the feedback and view5 of external auditors set out in their annual audit letter and other reports. The processes in place to maintain and review the effectiveness of the system of internal control includes.. The maintenance of an overview of the overall position with regard to internal control by the Board and its Committees through routine reporting processes and the engagement of all Board members in the development and maintenance of the Board Assurance Framework and Corporate Risk Register,. The embedding of the Assurance Framework and the receipt of internal and external reports on the internal control processes by the Audit, Risk and Finance Committee,. and Annual Report and Accounts for 2020-21 56

Audit, Risk and Finance Committee oversight of audit, risk management and assurance arrangements. In 2020-21, the Board commissioned a review of its governance arrangements,. the findings arising from this Isee section above) have also been used to inform our opinion. We are satisfied that the mechanisms in place to assess the effectiveness of the systom of internal control are working well and that we have the right balance between the level of assurance received from the Senior Leadership Team, Board and Board Committee arrangements and Internal Audit Services. A plan to ensure the further strengthening and continuous improvement of the system of internal control is in place and this is aligned to the work being taken forward to embed the Boa rd Assurance Framework and Risk Management Framework. Internal Audit Internal audit provide5 the Board through the Audit and Risk Committee with a flow of assurance on the system of internal control. A programme of audit work was commi55ioned in 2020-21 and the scope of this work was agreed by the Audit, Risk and Finance Committee and was focussed on signifi'cant risk areas and local improvement priorities. In total four internal audit reviews were undertaken during the year- Audit Oplnlon status at Time of Roporting Actlons Agreed Data Inlegrily- Property Safely Compliance Systems Reasonable Assurance Final Report Agreed Response Repairs March 2020 Partial Assuran Final Report Agreed Revisited March 2021 Reasonable Progress Final Report Agreed Follow-up 2021 Good Progress Final Report Agreed recommendaliorns complete Rent Selling Reasonable Assurance Final Report Agreed Advisory Audit and Tiaining Support.. Procurement In-Tend Reasonable Assurance Final Report Agreed The overall opinion by the Head of Internal Audit on governance, risk management and control is a function of th 15 risk based audit programme and contributes to the picture of assurance available to the Board in reviewing effectiveness and supporting our drive for continuous I mprovement. Annual Report and Accounts for 2020-21 57

THE HEAD OF INTERNAL AUDIT HAS CONCLUDED: Based on work carried out in 2020-21: 'the organisotion has an adequate and effectiveframeworkfor risk monngement, governonce and internol control. However, our work has identifiedfurther enhancements to theframework of risk monagement, governance and internol control to ensure thot it ren70ins adequate and effective., Annual Report and Accounts lor 2020-21 58

06 - TRUSTEES, RESPONSIBILITIES STATEMENT statement of Trustees, Responsibilities in Respect of the Annual Accounts The Trustees, of Brunelcare Iwho are also Directors of the Charity for the purposes of company lawl are responsible for preparing the Strategic Report, the Trustees Annual Report and the Financial Statements in accordance with relevant law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounh'ng Standard5 and applicable law (UK Generally Accepted Accounting Practice), including FR5 102 The Financial Reportr. ng Standard applicable in the UK and Republic of Ire13nd. Under company law the Trustees must not approve the financial statements un less they are satisfred that they give a true and fair view of the state of affairs of the Charity and of the surplus or deficit for that period. In preparing these tinancial statements the Trustees were required to.. select suitable accounting policies and apply these consistently- make judgements and accounting estimates that are reasonable and prudent,. state whether applicable U K Accounting Standards have be followed, subject to any material departures being disclosed 3nd explained in the financial statements,. and prepare the linancial statements on the going concern basis. The Trustees 2re also responsible for keeping proper accounting records that are sufficient to show and expla in the Charity's transactions and disc105e with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Companies Act 2006, the Housing and Regeneration Act 2008 and the Accountt"ng Direction for Private Registered Providers of Social Housing 2019. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free f rom material misstatement, whether due to fraud or error, and have general ro5ponsibility for taking such Steps as are reasonably open to them to safeguard the assets of the charity and to prevent and detect fraud and other irregularities. The Trustees are responsible for the maintenance and integrity of the charity and financial information included on the Charity's web51te. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdiction5. Trustees are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularitr"es. Disclosure of Information to Auditors On behalf of the Board of Trustees, I confi'rm that In 50 far as the trustees are aware at the time of reporkn'ng.. there is no relevant audit information of which the Charity's auditor 15 unaware,. and the Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit informatr'on and to establish that the auditor is aware of that inform3ti0n, Annual Report and Accounts for 2020-21 59

Approval The Trustees, report, including the Strategic Report and Financial Statements, was approved by the Trustees at a Board meeting held on 28 Septernber 2021 and signed on its behalf by.. Deborah Evans Chair 28 September 2021 Annual Repo¥t and AccoiiDts for 2020-21

07 - INDEPENDENT AUDITOR'S REPORT Independent Auditor's Report to the Members of Brunelcare Opinion We have audited the financial statements of Brunelcare I'the Company") for the year ended 31 March 2021 which comprise the statement of comprehensive income, statement of changes in equity, statement of financial position, cash flow statement and related note5, including the accounting policies in note 2 In our opinion the linancial statements- give a true and fair view of the State of affairs of the Company as 2t 3 1 March 2021 and of its surplus for the year then ended,. have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK ond Republic of Ireland,. and have been prepared in accordance with the requirements of the Companie5 Act 2006, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing 2019. Basis for opinion We conducted our audit in accordance with International Standards on Auditing IUKI I'ISAS IUKI") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basi5 for our opinion. Going concern The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's linancial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to contt.nue as a going concern for at least a year f rom the date of approval of the fi nanci31 statements I'the going concern period"). In our evaluation of the directors, conclusions, we considered the inherent risks to the Company's business model and analysed how those risk5 might affect the Company's linancial resources or ability to continue operations over the going concern period. Our conclusions based on this work.. we consider that the directors, use of the going concern basis of accounting in the preparation of the financial statements is appropriate,. we have not identilied, and concur with the directors. assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast signifi'cant doubt on the Company's ability to continue as a going concern for the going concern period. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconslstent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will contr.nue in operatt.on Fraud and breaches of law5 and regulations- ability to detect To identify risks of material misstatement due to fraud I'fraud risks"I we assessed events or conditions that could indicate an incentive or prossure to commit f raud or provide an opportunity to commit f raud. Our risk assessment procedures included: A Report and Actount5 for 2020-21 61

Enquiring of directors and the Audit, Risk and Finance committee as to the Company's high-level policies and procedures to prevent and detect fraud, including the internal audit function, 2nd the Company'5 channel for "whistleblowing" as well as whether they have knowledge of any actual, SU5pectod or alleged fraud. Reading Board minutes. Using analytical procedures to identify any unusual or unexpected relatronships. We communicated identifi'ed fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. As required by auditing standards, and taking into account P055ible pressures to meet loan covenants we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risk that income from community services is recorded in the wrong period and the risk that Company management may be in a position to make inappropriate accounting entries. We did not identify any additional fraud risks. In determining the audit procedures we took into account the results of our evaluatt.on and testing of the operating effectiveness of some of the Company wide fraud risk management controls We also performed procedures including-. Identifying journal entries to test based on risk criteria and comparing the identilied entries to supporting documentation. These included those posted to Unusual accounts. Identtfying ond responding to rN5ks of materiol misstotement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercia5 and sector experience, and through discussion with the directors and other management las required by auditing standardsl, and discussed with the directors and other management the policies and procedures regarding compliance with law5 and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulab.ons on the financial statements varie5 considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), pensions legislation and specifi'c disclosures required by housing legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statement5, for instance through the imposition of lines or litigatron or the need to include significant provisions. We identified the following areas as those most likely to have such an effect= employment law and health and safety law recognising the nature of the Company's activities. Auditing standards limit the required audit procedures to identr'fy non-compliance with these laws and regulations to enquiry of the directors and other managernent and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Annual Report and Accounts fcr 2020-21 62

Other information The directors are responsible for the other information, which comprises the Annual Report and Trustees Report. Our opinion on the fi'nancial statements does not cover the other information and, accordingly, we do not express an audit opinion or. except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and. in doing so. consider whether, based on our linancial statements audit work, the informatr.on therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work: we have not identih'ed material misstatements in the other information; in our opinion the information given in Annual Report and Trustees Report for the financial year is consistent with the financial statements- and In our opinion those reports have been prepared in accordance with the Companies Act 2006. Matters on which we are required to report by exception Under the Companies Act 2006 we are required to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us,. or the financial statements are not in ag￿ernent with the accounting records and returns: or certain disclosures of directors. remuneration specified by law are not made: or we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. Dlrectors, responslbilities As explained more fully in their statement set out on page 59 - 60, the directors are responsible for.. the preparation of financial statements which give a true and fair view; such internal control as they determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error., assessing the Company's ability to continue as a going concern. disc105ing, as applicable, matters related to going concern- and Ljsing the going concern basi5 of accounting unless they either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities 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 our opinion in an auditor's report. Reasonable assurance 15 a high level of assurance, but does not guarantee that an audit conducted in accordance with ISA5 IUKI will always detect a material misstatement when it exists, Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statement5. A fuller description of ditor our responsibilities is provided on the FRC'S website at ADnyal Report and Aitounts for 2020-21 6J

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and section 128 of the Housing and Regeneration Act 2008. Our audit work has been undertaken so that we might state to the 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 company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Brown {Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

66 Queen Square

Bristol BS1 4BE 30th September 2021

64

Annual Report and Accounts for 2020-21

08 - STATEMENT OF COMPREHENSIVE INCOME Statement of Comprehensive Income For the year to 31 March 2021 Notes 2020-21 2019-20 £000 £000 Turnover 36,963 32,087 Operating costs 3, 5, 8 {34,316) {30.105) 2.647 1,982 Interest receivable 20 Inleresl payable 15901 1699) Change in fair value of investment properties 12 73 (49} Surplus for the year 2,132 1,254 Actuarial gain or loss in respect of pension schemes 23 13,336) 3.525 Total COrnPTehensive income for the year {1,2041 4,779 All the above results derive from continuing operations. These financial statements were approved by the Board on 28th September 2021 and signed on its behalf by.. Deborah Evans Chair Mandy Collins Company Secretary Annual Report and Accounts for 2020-21 65

Statement of Changes in Equity For the year to 31 March 2021 Accumulated Capital Reserve I&E Reserve Total £000 £000 £000 At April 2020 1,790 25,579 27,369 Surplus for the year 2,132 2,132 Remeasurement of pension deficit 13,3361 13,3361 Waverley Sinking Fund Iiioi Iiioi Transfers 1611 61 Total funds at 31 March 2021 1,729 24,326 26,055 At April 2019 1,851 20,739 22,590 Surplus for the year 1,254 1,254 Rernea5urement of pension deficit 3,525 3,525 Transfers 1611 61 Total funds at 31 March 2020 1,790 25,579 27,369 Annual Report and Accounts for 2020-21 66

09- STATEMENT OF FINANCIAL POSITION Statement of financial position at 31 March 2021 2020-21 2019-20 Notes £000 £000 Tangible fixed assets Housing propertres io 55.496 56,802 Other tixed assets li 1.493 1,501 Investment Properties 12 720 648 57,709 58.951 Current Assets Properties held for sale 13 687 l.D92 Stock 69 Debtor5 14 3,702 2,600 Cash at bank & in hznd 5,580 4,646 10,038 8,338 Creditors within one year 15 16,6751 17,3381 Net Current Assets 3,363 1,000 Total èssets less tutrent liabilitie5 61,072 59.951 Creditors over one year 16 129,6611 129,9821 Provisions Pension liabilitv 23 15.3561 12.6001 Net A5setS 26.055 27.369 Capital & Reserve5 Revaluabon reserve Designated re5erve5 1,729 1,790 I&E reserves 24.326 25.579 26.055 27.369 These linancial slalemenls were approvecl by the Board on 28th September 2021 and signed on their behalf.. &-MS Deborah Evans Chair Mandy Collins Company Secretary Annual Report and Accounts for 2020-21 67

10- CASH FLOW STATEMENT Cash flow statement for the year to 31 March 2021 2020-21 2019-20 £000 £000 Cash flow from operating activities 3,353 1,772 Interest received 20 Interest paid 16241 Cash inflow/loutflowl from financing activities 16041 Cash flow from capital activltie5 Purchase or construction of housing properties 15021 16,3081 Purchase or construction of nursing properties 1381 1671 Purchase of other fixed assets 11401 1511 Capital grants received 611. Expenditure on revalued lixed assets Expenditure on stock 1691 Fixed asset disposal proceed5 275 Cash inflow/loutFlowl from capital activities 137 16,4261 New loa ns drawn 1,850 Housing capital loans repaid Cash inflowlloutflowl from financing 12.5581 17171 12,5581 1,133 Net inflow/loutFlowl in cash and cash equivalents 934 14,1251 Cash and cash equivalents at the start 4,646 8,771 Cash and cash equivalents at the end 5.580 4,646 Annual Report and Accovnt5 for 2020-21 68

Reconciliation of operating surplus to net cash inflow from operating activities for the year to 31 March 2021 2020-21 2019-20 £000 £000 Reconciliation of operating surplus to net cash flow from operating activities Operating surplus 2,647 1,982 Depreciation and impairment of tangible fi'xed assets 1,758 1,734 Grant amortisation 13221 12891 IGainllLoss on disposal of fixed a5set5 1391 38 Pension movement 2,756 6,800 3,465 Working capital movements IlncreasellDecrease in debtors 17701 19661 IncreasellDecreasel in creditors 586 11751 Less fair value changes in assets and liabilities 13,2631 15521 Net cash inflow/lourflowl from operating activities 3,353 1,772 Statement of changes in net debt For the year to 31 March 2021 Cash and cash equivalent5 Borrowings Total £000 £000 £000 At April 2020 4,646 115.7621 111,1161 Cash flow 934 2,558 3,492 Total net debt at period end 5,580 113,2041 17,6241 Annual Report and Attount5 for 2020-21 69

11- NOTES TO THE FINANCIAL STATEMENTS l. Legal Status Brunelcare is a charity registered with the Charities Commission, under the Companies Act 2006, and with the Regulator for Social Housing as a social landlord. It is a company limited by guarantee, registered in England and Wales and, as such, has no share capital. The liability of the members, in the event of winding up, is limited to an amount not exceeding £1 per member. Brunelcare meets the definition of a public benefi't entr"ty. 2. Accounting Policies 2.1. Basis of accounting The financial statements have been prepared in accordance with Financial Reporting Standard 102 - the applicable financial reporting standard in the UK and Republic of Ireland IFRS1021 and the Statement of Recommended practice.. Accounting by Registered social Housing Providers 2018 and comply with the Accounting Direction for Private Registered Providers of Social Housing 2019. The presentation currency of these financial statement5 IS sterling. All amounts in the linancial statements have been rounded to the nearest £1,000. The accounting policies set out below have, unle55 Otherwise stated, been applied consistently to all periods presented in these financial statements. 2.2. Accounting estimates and judgements The preparatron of the financial statements requires management to m2ke judgements, estr"mates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenditure during the year. The organisation based its estimates a nd assumptions on parameters available at the lime the fina ncial statements were prepared. Existing circumstances and assumptions about future developments may change due to market circumstances, legislation or other circumstances beyond the organisatr"on's control. Such changes are reflected in the assumptions and estimates wher) they occur. The judgements on estimated useful lives of property, plant and equipment have had the most significant effect on amounts recognised irs the financial statements. 2.3. Estimated lives of Property, Plant and Equipment At the date of capitalising tangible h'xed assets, the organisation estimates the useful life of the asset based upon management's judgement and experience. 2.4. Impairment of trade and other receivables The company makes an estimate of the recoverable value of trade and other account receivables. When assessing the impairment, management consider factors including the current credit rating of the account, the ageing profile and historical experience. See note 14 for the net position of debtors and associated provision. Annual Report and Accounts for 2020-21 70

2.5. Valuation of housing properties The Company tests annually whether there are any impairment triggers that would require the company to undertake a f ull impairment review of housing properties or other cash generating unit activities under FRS 102. The recoverable value is assessed as the higher of fair value or value in use. The SORP 2018- Social Housing Providers considers depreciated replacement cost as a reasonable estimate for value in use taking into consideration the service potential of social housing. The valuation of hO￿sIng properties at the year-end have therefore been assessed using depreciated replaced cost. These calculatr.ons require the use of a55umptions and estr"mates, in particular in relation to the identr"licatr"on of cash generating units, expected replacement cost and the service potential of the asset. 2.6. Measurement convention The financial statemer)t5 are prepared on the historical cost basis Wlth Investment Properties and the Pension Deficit marked to Fair Value based on external valuations. 2.7. Going Concern Brunelcare has sufficient financial resources based on forecasts and current expectations of future sector conditions. As a consequence, the Board believes that Brunelcare is well placed to manage their business risks successfully. The Board considers that Brunelcare has adequate resources to continue in operation31 existence for the foreseeable future. The Board therefore continues to adopt the going concern basis in preparing these financial statements 2.8. Turnover Turnover represents housing property rental income and service charges receivable, care home fees, day centre ar)d domiciliary care fees receivable, fees receivable for home care services provided based on care hours provided and income from donations, and Social Housing Grant amortisation. 2.9. Revenue Recognition Rental income is recognised from the point when properties under development reach practical completion or otherwise become available for lethng. Income from first tranche sales and sales of properties built for sale is recognised at the point of legal completion of the sale. Revenue grants are receivable when the conditions for receipt of agreed grant funding have been met. Charges for support services funded under Supporting People are recognised as they fall due under the contractual arrangements with Administering Authorities. 2.10. Value Added Tax Brunelcare charges value added tax IVATI on some of its income and is able to recover part of the VAT it incurs on expenditure. The financial statements include VAT to the extent that it is suffered by Brunelcare and not recoverable f rom HM Revenue and Customs. The balance of VAT payable or recoverable at the year-end is included as a curreNt liability or asset. AnT4ual Report and Acwunts for 2020-21 71

2.11. Land and buildings Works to existing properties are work5 which result in an increase in the net rental income, such as a reduction in future maintenance costs, or result in a significant extension of the useful economic life of the property in the business are capitalised. Subsequent additions have been, and future additions will be, taken in at cost, and a policy of periodic valuation has not been adopted. 2.12. Investment properties Investment properties are fixed assets that we intend to sell for a capital gain. They are held at fair value and revalued annually until sale by an experienced third-party valuer. 2.13. Shared Ownership properties held for sale Shared ownership first tranche sales, completed properties for outright sale and property under construction are valued at the lower of cost and net realisable v31ue. Cost comprises materials, direct labour and direct development overheads. Net realisable value is based on estr"mated sales price after allowing for all further costs of cornpletion and disposal. Shared ownership properties are split proportionally between current and fixed assets based on the element relating to expected first tranche sales. The first tranche proportion of shared ownership properties is classed as 3 current asset in the Balance Sheet. Related sale proceeds will be included in Turriover in the year of sale. The remaining element of shared ownership properties is held in fixed assets and included in Shared Ownership Properties Held for Lethng. 2.14. Leasehold properties held for sale Buyback properties are valued at current market rates by an independent estate agent, prior to buyback. These are stated in the linancial statements at the c05t of the buyback. Buybacks are recognised in the accounts as a creditor when the deed of surrender has been received. Cash sales are recognised on completion with any sale proceeds included in Turnover and Costs of sales in expenditure. 2.15. Impairment Housing propertie5 which are depreciated over a period in excess 0150 years are subject to impairment reviews annually. Other assets are reviewed for impairment if there is an indication that impairment may have occurred. Where there is evidence of impairment, fixed a55ets are written down to their recoverable amount. Any such write down is charged to the income and expenditure account. Annual Report and Accounts for 2020-21 72

2.16. Depreciation Social housing properhes are depreciated on a straight-line basis over their estimated usef ul lives under component accounting. These components are= onenl UbÈfvlj Structure 75 years Pitched roof 50 years Flat roof 15 years Doors & windows 30 years Bathrooms 30 years Kitchens 20 years Wiring 30 years Heating 20 years Alarm/Call system 15 years Lifts 25 years Ground works 30 years Leasehold land Lease Term Freehold land is not depreciated. Care homes are depreciated on a straight-line basis over their estimated useful lives under component accounting. Land is not depreciated. The land element for each property has been estimated at 15¥0 of the total value, where not known. 2.17. Other fixed assets Tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is charged on a Straight-line basis over their useful estimated live5'. Computer equipment 4 years Motor vehicles 5 years Office equipment 5 years Annual Report and Accounts lor 2020-21 73

Fixtures and fi'thngs 5 years Offices 75 years 2.18. Capitalisation limit The 'de minimis, limit for the capitalisation of purchased fixed assets wa5 £1,000 per item during the year 2.19. Social housing grants Social Housing Grant ISHGI is receivable from Homes England Iformerly the Homes and Communities Agency) and is utrlised to reduce the capital costs of housing properties, incl uding land costs. SHG due or received in advance 15 included in creditors. SHG received in respect of revenue expenditure is credited to the income and expenditure account in the same period as the expenditure to which it relates. SHG is subordinated to the repayment of loans by agreement with the Homes and Communitie5 Agency. SHG released on sale of a property may be repaya ble but is normally available to be recycled and 15 credited to a Recycled Capital Grant Fund and included in the balance sheet in creditors. 2.20. Other capital grants These include grants from local aLJthorities and other organisations. Other grants are initially recognised at fair valLAe as a long term liability, specifically as deferred grant income and released through the staternent of consolidated income as turnover over the life of the structure of housing propertie5 in accordance with the accrual method applicable to social landlords accounting for housing properties at cost. Grants in respect of revenue expenditure are cred ited to the statement of consolidated income in the same period as the expenditure to which they relate. 2.21. Interest payable Interest 15 capitali5ed on borrowings to finance developments to the extent that it accf ues in respect of the period of development if it represents either.. a) interest on borrowings specifically fi'nancing the development programme after deduckn'on of interest on social housing grant ISHGI i n advance,. or bl interest on borrowings of the company a5 a whole after deduction of interest on SHG in advance to the extent that they can be deemed to be financing the development programme. Other interest payable is charged to the income and expenditure account in the year. 2.22. Leases Where Brunelcare enters into a lease, which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a 'finance lease,. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease, whichever is the shorter. Annual RÈpgrt and Aceounts lor 2020-21 74

Future instalments under such leases, net of fi'nance charges, are included within creditors. Rentals payable are apportioned between the h'nance element, which is charged to the income and expenditure account, and the capital element, which reduces the outstanding obligation for future instalments. All other leases are accounted for as 'operating leases, and rentals are charged to the income and expenditure account on a 5traight-line basis over the life of the lease. 2.23. Service charge sinking funds Included within the housing units managed by the orEanisation are 15 leasehold units. Sinking funds are maintained for the two sites involved to cover medium term cyclical maintenance. In addition, a maintenance fund is maintained to cover day-to-day services. Within Comm unity Services there are 56 units which also have a sinking fund. 2.24. Pension costs Brunelcare is a member of the Social Housing Pension Scheme defined contribution section. At the end of the prior financial year Brunelcare withdrew from the defi'ned benefit section so no further benefits are being accrued. For the Social Housing Pension Scheme delined benefit section, scheme assets are measured at fair values. Scheme liabilities are measured on an actuarial basis using the projected unit credit method and are discounted at appropriate high quality corporate bond rates. The net surplus or deficit is presented separately from other net assets on the statement of financial position. A net Surplus is recognised only to the extent that it is recoverable by the Group through reduced contributions or through refunds from the plan. The current service cost and cost5 f rom settlements and curtailments are charged against operating surplu5. Past service costs are recognised in the current reporting period. Interest is calculated on the net delined benefi't liability. Remeasurements are reported in other comprehensive income. 2.25. Supporting People Charges for support services funded under Supporting People are recognised a5 they fall due under the contractual arrangements with Administering Authorities. 2.26. Cyclical repairs and maintenance Due to the nurrber of properties held and the establishment of regular programmes of repair and maintenance, Brunelcare does not make provision for f uture works but charges actual costs incuired to the income and expenditure account unless capitalised under component accounting. 2.27. Tax Brunelcare is considered to pass the tests set out in Paragraph I Schedule 6 Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes. Accordingly, the charity is potentially exempt from taxation in respect of income or capital gains received within categories covered by Chapter 3 Part 11 Corpor3tion Tax Act 2010 or Section 256 of the Taxation of Chargeable Gain5 Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes. Annual Report and Account5 for 2020-21 75

2.28. Liquid resources Liquid resources are readily disposable current asset investments. They include some money market deposits, held for more than 24 hours, which can only be withdrawn without penalty on maturity or by giving notice of more than one working day. 2.29. Reserves Brunelcare establishes restricted re5erve5 for Specific purposes where their use is subject to external restrictions and designated reserves where reserves are earmarked for a particular purpose. Brunelcare has a designated reserve which is the Accumulated Capital Funds reserve. Donations to capital appea15 are accounted for as non-operating, ordinary activities in the Income and Expenditure Account and then taken to the designated Accumulated Capital Funds reserve. Transfers from the reserve are then made annually in proportion to the depreciation charge for the asset5, which were purchased using the proceed5 of the appeal. Annual Report and Accounts lor 2020-21 76

1. Turnover, cost of sales, operating costs and operating surplus Table A Operating Cost of Operating Isurplusll sales costs deficit Turnover 2019-20 £000 £000 £000 £000 £000 Social housing Social housing lethngs 7,927 16,9201 1,007 1,080 Other social housing activitie5 First tranche low cost home ownership sales 550 14271 123 Charge5 for support services Social housing other 473 60 533 437 Non-social housing activities Care Homes 20,462 0 119,5091 953 1,023 Market rent 50 1451 Other 7,501 17,4751 26 15581 Total 36,963 14271 133,8891 2,647 1,982 Annual Report and Accounts for 2020-21 77

Table B General Supported Needs housing ownership Shared 2020 Turnover from social housing lethngs -21 2019-20 £000 £000 £000 £000 £000 Rent receivable net of service charges 18 5,023 98 5,139 4,891 Service charges receivable 2,337 46 2,386 2,361 Other income 72 194 Amortised Government grants 230 238 203 Government grants taken to income Other grants 70 12 82 82 Turnover from social housing leknngs 22 7,741 164 7,927 7,732 Expenditure on social housing lettings Management 1,075 17 1,095 . 1,083 Service charge costs 2,701 67 2,772 2,127 Routine maintenance 355 362 971 Planned maintenance 57 57 124 Major repairs 190 198 159 Depreciation 1,068 52 1,122 953 Bad debts 32 Other costs 1,251 55 1,311 1,203 Tot31 expenditure on social housing leth'ngs 18 6,699 203 6,920 6,652 Operating Isurplusl/deficit on Social Housing Letknngs 1,042 1391 1.007 1,080 Void losses in turnover above 118 121 2019-20 outturn 13 1,082 13 1,108 Void losses are rental income lost as a result of property not being let, although it is available for lethng. Annua1 Report and Accounts for 2020-21 78

1. Accommodation in management and development At the end of the year units owned for each class of accommodation were.. 2020-21 2019-20 Soclal housing Social rent general need5 housing Social rent supported housing and housing for older people Low Cost Home Ownership I,iio 1,058 14 Social leasehold units owned 25 20 1,153 1,091 Non-social housing Total non-social rent31 housing units owned 301 301 Additional non-social rental housing units managed but not owned 88 Non-social leasehold units owned 56 56 445 357 Second Step ended their lease agreement in the latter half of the year. Annval Report and Accounts for 2020-21 79

2. Operating surplus 2020-21 2019-20 £000 £000 Depreciation of frxed assets 1,758 1,727 Operating lease rentals Plant and machinery 71 21 Land and buildings 793 74 Vehicles 78 58 Auditor's remuneration Audit of these hnancial statements 39 57 Other services io

3. Interest receivable and other income 2020-21 2019-20 £000 £000 Income from short term deposits 20 20

4. Interest payable and similar charges 2020-21 2019-20 Éooo £000 Bank loan5 and overdrafts 534 553 Pension remeasurement interest 56 146 590 699 Arbnual Report and Accounts ler 2020-21 80

5. Employees At the end of the year units owned for each class of accommodation were.. 2020-21 2019-20 Number Numbef Average monthly number of employees I,iio 1.059 Average monthly employees, expressed as full time eouivalents 846 777 £000 £000 Employee costs Wages and salaries 19,396 17,569 Social security costs Delined benefit pension costs 1,594 1,463 91 178 Pension costs 409 329 21,490 19,539 The average monthly employees, expre55ed as full time equivalents, is calculated from monthly data collected by Brunelcare's HR Department which records starters, leavers, hours worked, gender etc. The data are circulated monthly to aid managers, decisions. Brunelcare's employees are entitled to be members of the Social Housing Pension Scheme ISHPSI. Some members of the SHPS also contribute additr'onal voluntary contributions to the Pension Trust's Growth Plan. Brunelcare also complies with the Government scheme of auto-enrolment and has legal duties to enrol eligible jobholders into a qualifying workplace pension scheme and make contributions towards it. Further informatr'on on the scheme is given in Note 23. Brunelcare has the following numbers of employees earning £60,000 or more, shown in bands of £lO.000. Salary: 2020-21 2019-20 Number Number £60,000 to £70,000 £70,000 to £80,000 £80,000 to £90.000 £110,000 to £120,000 Annual Report and Accounis for 20ZO-21 81

6. Board members and executive directors The key management personnel are deemed to be the board members and executive directors. Remuneration Pension contributions 2020-21 lolal 2019-20 lolal £000 £000 £000 £000 Oona Goldsworthy 112 115 Kevin Fairman 37 112 115 91 None of the non-executive Board members received emoluments. The emoluments of the highest paid executive director. the Chief Executive, was £115,64012020: £91.2171. The Chief Executive is a member of the Charity's defined contribution pension scheme on the same basis as other staff. She is entitled to three month5, notice and is required to give the same. The total emoluments of the executive director5, iricluding pension contributions, were £568,590 for the year ended 31st March 202112020.. £490,310). The £568,590 was made up of salaries of £551,389 and pension contributions of £17,201. Annual Report and Accounts for ZOZQ-21 82

I

1. Investment properties 2020-21 2019-20 £000 EOOO Land cost at start of period 647 680 Additions at cost in the year 17 Changes in fair value in the year 73 1491 720 648 The land held as an investment propertv 15 two-thirds of the value of a plot of land in Nailsea, North Somerset, that was gifted without restriction to Brunelcare and St Peter's Hospice by the late M rs Marv Sophia Shepstone. The two charities have submitted a planning application for the land and intend to sell it to a developer once planning is obtained. The valuation was carried out by JLL.
2. Properties held for sale 2020-21 2019-20 £000 £000 Properties held for sale 687 1,092 687 1,092
3. Debtors 2020-21 2019-20 £000 £000 Due within one year Rents, fees and service charges receivable 3,027 2,079 Less provision for bad debts 15711 14871 2,456 1,592 Prepayments 785 498 Accrued income 461 509 Loans to employee5 3,702 2,600 Rent arrear5 Housing current tenants 114 103 Housing former tenants 19 28 Extra Care current tenants 45 33 Extra Care former tenants li Annual Report and Account5 foT 2020-21 86

Gross social housing rent arrears 180 175 Rents, fees and service charges receivable include5 gross social housing rent arrears of £180k12020'. £175kl 15. Creditors: amounts falling due within one year 2020-21 2019-20 £000 £000 Bank103ns within one year 720 2,558 Trade creditors 739 791 Rent & Service charges received in advance 318 351 Other taxation and social securitv 615 516 Payroll costs 1,833 1.455 Other creditors 1,264 683 Accrua15 & deferred income 1.186 984 6,675 7,338 16. Creditors: amount5 falling after more than one year 2020-21 2019-20 £000 £000 Bank loans 12,484 13,204 Other long-term creditors 351 199 Social Housing grant 11,759 11,422 Other grants 5,035 5,117 Pension liability 32 40 29,661 29,982 17. Deferred capital grants SHG Other £000 £000 Balance brought forward 11,630 5,198 Received in the year 611 Amortised in the year 12411 1811 Balance carried forward 12,000 5,117 Annual Report and Accounts for 2020-21 87

18, Bank loan analysis 2020-21 2019-20 £000 £000 Due within one year Bank loans within one year 720 2,558 Due after one year Bank loans 12,484 13,204 13,204 15,762 The bank loans are secured by fi'xed charges over individual propertie5. The bank loans are repayable by instalments at fixed rates of interest ranging from 3.5% to 11.7¥o With four loans totalling £4,731k on LIBOR variable rates. Based on the lenders, earliest repayment dates borrowings are repayable as follows.. £000 £000 Within one year 720 2,559 Between two and fi.ve years 2,882 2,873 After five years 9,602 10,330 13,204 15,762 19. Financial commitments Capital expenditure commitments were as follows.. 20ZO-21 2019-20 £000 £000 Capital commitments Authorised by the Board btjt not contracted 1,584 1,296 Contracted but not delivered at the year-end 1,345 1,478 The above commitments will be financed using existing cash reserves and drawings f rom our £SM revolving credit facility. Annual Report and Atcounts for 2020-21 88

The future lease payments payable under non-cancellable lea5e5 are as follows.. Land and Buildings Les5 than one year 789 789 One to fi've years 3,067 3,067 Beyond five years 14,515 15,280 18.371 19,136 Office equipment, computers and vehicle5 Less than one year 90 iii One to fi've years 168 iii Beyond fi.ve years 258 222 20. Contingent liabilities There were 16 Woodland Court properties remaining as at 31st March 2021 which are owned by the current residents where their lease includes a buyback obligation clause. As such, Brunelcare may be obliged to buy back these propertie5 at some future d3te arnd the properties would then be resold. On 31st March 2021 no buyback clauses had been activated, These transactions are uncertain and therefore an amount has not been disclosed12020= nill. 21. Related parties The Social Housing Pension Scheme, managed by The Pensions Trust, is a related party. The details of the relationship are set out in Note 23. 22. Pension schemes The charity participates in two defined benefit pension schemes, the Social Housing Pension Scheme and the Growth Plan, both of which are multi-employer final salary schemes. 80th schemes are now closed to members. It is not P055ible for the Charity to obtain sufficient information to enable it to account for the Growth Plan as a defi.ned benefit scheme. Therefore, it accounts for the scheme as a defi'ned contribution schen)e. The charity's current liability for the Growth Plan is £42k1£51kl. 22.1 Social Housing Pension Scheme- Defined Benefit section The Charity parkncipates in the scheme, a multi-employer scheme which provides benefi'ts to some 500 non-a550ciated employers. The scheme is a defi'ned benefit scheme in the UK and The Pensions Trust, which administers the Social Housing Pension Scheme, has undertaken an exercise to disaggregate the Annual Report and Attounts for 2020-21 89

assets and l labilities of the fund between the various participating members so, for both financial years. Brunelcare's full share of the asset5 and liabilities are shown on the balance sheet. The movement in the year comprises the movements between the opening and closing scheme assets and liabilities attributable to 8runelcare. The movement in the year in the pension scheme on the defi'ned benefit approach 15.. Fair value of plan assets, present value of defined benefit obligation and defined benefit asset (liability) 31st March 2021 31st March 2020 £000 £000 Fair value of plan asset5 21,470 19,358 Present value of defined benefit obligation 26,826 21,958 Deficit in plan 15,3561 12,6001 Unrecognised surplus Defrned benefit1iability to be recognised 15,3561 12,6001 Reconciliation of opening and closing balances of the defined benefit obligation 31st March 2020 to 31st March 2021 EOOO Delined benefit obligation at start of period 21,958 Expenses 36 Interest expense 515 Actuarial (gains) due to Scheme experience 13751 Actuarial losses due to changes in demographic assumptsons loo Actuarial losses due to changes in financial assumption5 5,267 Benefits paid and expenses 16751 Delined benefit obligation at end of period 26,826 Annual Report and Account5 for 2020-21 90

Reconciliation of opening and closing balances of the fair value of plan assets 31st March 2020 to 31st March 202 1 £000 Fair value of plan assets at start of period 19,358 Interest income 460 Experience on plan assets lexcluding afflounts included in interest income) - gain 1,657 Employer contributions 670 Benefi'ts paid and expenses 16751 Fair value of plan asset5 at end of period 21,470 The actual return on plan asset5 (including any changes in share of assets) over the period from 31st March 2020 to 31st March 2021 was £2,117,000. Defined benefit Costs recognised in statement of comprehensive income 31st March 2020 to 31st March 2021 £000 Expenses 36 Net interest expense 55 Defi'nod benelit Costs recognised in Statement of comprehensive income 91 Annual Report and Account5 for 20ZO-21 91

Defined benefit costs recognised in Other comprehensive income 3st March 2020 to 31st March 2021 £000 Experience of plan assets lexcluding amounts included in net interest costl gain 1,657 Experience gains arising on the plan liabilitie5 375 Effects of changes in the demographic assumptions underlying the present value of the defined benelit obligation - Ilossl iiooi Effects of changes in the linancial assumptions underlying the present va lue of the defined benefi't obligation - Ilossl 15,2671 Total actua rial gains and losses (before restrictions due to some of the surplus not being recogni5ablel - loss 13,3351 Effects of changes in the amount of surplus that is not recoverable (excluding amounts included in net interest costl Total amount recognised in Other comprehensive income - Ilossl 13,3351 Assets 31st March 2021 31st March 2020 £000 £000 Global equity 3,422 2,831 Absolute return 1,185 1,009 Distressed opportunities 620 373 Credit relative value 676 531 Alternative risk premia 809 1,354 Fund of Hedge Funds li Emerging markets debt 867 586 Risk sharing 781 654 Insurance-linked securities 516 595 Property 446 426 Infrastructure 1,431 1,441 Annual Report HThd Account5 for 2020-21 92

Private debt 512 390 Opportunity illiquid credit 546 468 High yield 643 Opportunistic credit 589 Corporate bond fund 1,268 1,104 Liquid credit 256 Long lease property 421 335 Secured income 893 734 Liability driven investment 5,456 6,425 Net current assets 131 83 Total assets 21,470 19,358 None of the fair value of the assets shown above include any direct investments in the employer's own financial instruments or any property occupied by, or other assets used by, the employer. Key assumption5 31st March 2021 31st March 2020 % per annum Yo perannum Discount rate 2.18 2.38 Inflation IRPII 3.27 2.62 Inflation ICPII 2.87 1.62 Salary growth 3.87 2.62 ASlowance for commutation of pension for cash at retirement 75Yo of maximum allowance 75Yo of maximum allowance Annual Report and Accounts for 2020-21 93

The mortality assumptions adopted as 31st March 2021 imply the following life expectancies: Life expectancy at age 65 Years Male retiring in 2021 21.6 Fernale retiring in 2021 23.5 Ma le retiring in 2041 22.9 Female retiring in 2041 25.1 22.2. Social Housing Pension Scheme- Defined Contribution section Brunelcare has a legal duty to enrol eligible employees into B qualifying workplace pension scheme and make contributions towards it. The employee is not required to take any action in order to become an active member of the scheme. An employee who has been automatically enrolled is free to opt OLJt and get a refund of the contributions they have paid. Brunelcare uses the Social Housing Pension Scheme - Defined Contribution Section to invest these contributions. 22.3. Dementia Care Trust group personal pension scheme The acquisition of the Assets and Liabilities of Dementia Care Trust IDCTI in Ju IV 2007 meant that the existing pension arrangements for employees of DCT, who reTnain on DCT employment contract5, became part of the overall Brunelcare pension arrangements. The scheme is a defined contribution scheme and Brunelcare contribute5 at the rate of 5% of salary with employees contributing at rates between nil and 5Yo. Being a defined contribution scheme there are no on-going liabilities for 8runelc3re. As at 31 March 2019 there was one member of the scheme. Annual Report and Attounts lot 202Q-21 94

12- DETAILS OF KEY INDIVIDUALS Details of key individuals and organisations involved in the leadership, oversight and audit of Brunelcare in the year to 31 March 2021 TRUSTEES Deborah Evans- Chair of The Board lan Turner - Vice Chair of the Board and Chair of the Audit, Risk and Finance Committee Nick Hooper - Chair of the Performance Quality and Experience Committee Harry Hayer- Chair of the Remuneration and Nomination Committee Phil Hope - Senior Independent Director Kate Innes (still) Tony Wilson Alison Comley- From 22 September 2020 Anthony Oldfield- From 27 September 2020 SENIOR LEADERSHIP TEAM Oona Goldsworthy - Chief Executive Offi'cer Brian Whittaker- Director of HR and 00 Chris Wall - Director of Finance (from 27 April 20201 Jo Makin50n - Interim Director of Finance113 March to 27 April 20201 Matthew Bell- Director of Marketing and Business Development Michelle Caine - Director of Community Services (Resigned August 211 Michelle Richards - Director of Property and Housing Sandra Payne MBE - Director of Nursing and Care Homes Mandy Collins- Company Secretary and Head of Corporate Governance Registered Office Saffron Gardens Prospect Place, Whitehall Bristo1, BS5 9FF Tel..[phone] / Fax.'101171987 3502 E-mail.. [e-mail] Web: www.brunelcare.org.uk Registered Numbers Company- 601847 (registered by guarantee) Charity- 201555 Homes England- LH0269 Care Quality Commission registratr.on no. CRTI-579008632 External Auditors KPMG LLP 66 Queen Square Bristol BSI 4BE Annual Report and Accounts for Z020-21 95

Internal Auditors RSM Risk Assurance Services LLP Hartwell House 55-61 Victoria Street Bristol BSI 6AD Annual Report and Accounts for 2020-21 96