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**REGISTERED CHARITY NUMBER: 262581** 

## **Report of the Trustees and** 

**Financial Statements** 

**for the Year Ended 31 March 2024** 

**for W H Smith Benevolent Fund** 

Sumer Audit Statutory Auditors Hermes House Fire Fly Avenue Swindon Wiltshire SN2 2GA 



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**W H Smith Benevolent Fund** 

## **Contents of the Financial Statements for the Year Ended 31 March 2024** 

||**Page**|
|---|---|
|**Report of the Trustees**|1 to  7|
|**Report of the Independent Auditors**|8 to  9|
|**Statement of Financial Activities**|10|
|**Balance Sheet**|11|
|**Notes to the Financial Statements**|12 to  17|





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## **W H Smith Benevolent Fund** 

## **Report of the Trustees for the Year Ended 31 March 2024** 

The trustees present their report with the financial statements of the charity for the year ended 31 March 2024. The trustees have adopted the provisions of Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019). 

## **OBJECTIVES AND ACTIVITIES** 

## **Objectives and aims** 

The W H Smith Benevolent Fund was established by Lord Hambleden in 1925 with a gift of £21,000 to commemorate the coming of age of his son, for the benefit of: 

- a person or persons are who in financial difficulty or hardship and in need; and 

- who are employed or were employed in the business (being WH Smith); and/or 

- their spouse, widow, widower, children, descendants or dependants. 

('Dependent' on the other person for the necessities of life). 

The Benevolent Fund awards cash grants to help alleviate cases of hardship, awards grants for mobility scooters, stairlifts and other mobility aids and provides care breaks and recuperative holidays. 

During the last decade the Benevolent Fund has made grants and awards to serving and retired staff members and their families totalling in excess of £1.5m. 

The Benevolent Fund co-operates with other charities, in particular NewstrAid, in jointly meeting beneficiaries' needs. 

## Public Benefit: 

The Trustees have paid due regard to the Charity Commission's guidance on public benefit in deciding what activities the charity should undertake. The trustees consider that they have acted in the public benefit. The W H Smith Benevolent Fund's beneficiaries are restricted to a "section of the public" as detailed above. This restriction is reasonable, open in nature and the potential number of beneficiaries is wide. 

Under Clause 12 of the Principal Deed (2002), the Trustees have the power to amend or vary the terms of the Principal Deed, by deed, provided they do not prejudice the charitable nature of the Fund. 

Page 1 



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## **W H Smith Benevolent Fund** 

## **Report of the Trustees for the Year Ended 31 March 2024** 

## **ACHIEVEMENT AND PERFORMANCE** 

## GRANTS COMMITTEE AND COMMITTEE OF MANAGEMENT 

The Grants Committee met in person or virtually each quarter throughout the year and the Committee of Management held their annual meeting in July 2023. The annual report was approved for submission to the Trustees. The budget was formally approved. The types of grants were reviewed, and values increased as appropriate. 

## INVESTMENT COMMITTEE 

The Investment Committee reviewed the investments and strategy in 2024 via correspondence. 

## TRUSTEES MEETING 

The Annual Meeting of Trustees was held on the tba. The Annual Report and Accounts were approved. The Secretary reported on the year's activities, grants paid and typical cases. 

## FUND AWARENESS 

Ongoing publicity of the charity throughout the year helped awareness amongst potential applicants. 

## FUND VALUATION 

At year end (31st March 2024) the Fund's net assets were £5,743,870, a decrease of 0.38% from the previous year. 

## INVESTMENT INCOME 

Investment income during the year was £177,593 a decrease of 15.1% over the previous year. Investment yield was 3.1%. 

## INCOME/EXPENDITURE 

The Fund's income fell short of expenditure this year by £116,230. 

## FUND EXPENDITURE 

|Total Expenditure<br>BENEFICIARIES<br>Grants & Christmas<br>Recuperative Holidays<br>Carebreaks<br>Income Support<br>Total<br>EXPENSES<br>Bank Fees<br>Secretary's salary + NI plus<br>Accountant Salary<br>Admin & Support Costs and<br>Salaries<br>Audit fee<br>Total|£<br>293,823<br>215,714<br>7,284<br>13,097<br>21,760<br>257,855<br>88% of expenditure<br>455<br>29,240<br>2493<br>3780<br>35,968<br>12% of expenditure|
|---|---|



Total expenses have increased by £2,544 since the prior year (2023: £33,424). 

The total amount awarded to beneficiaries has increased by £43,096 year on year. 

Page 2 



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## **W H Smith Benevolent Fund Report of the Trustees for the Year Ended 31 March 2024** 

## **ACHIEVEMENTS AND PERFORMANCE - continued** 

ANALYSIS OF GRANTS AWARDED TO BENEFICIARIES 

|Major Grants(Range £200 -||
|---|---|
|£10,000)|73|
|Emergency/Immediate Grants|130|
|(Range £50 - £4,000)||
|Recuperative Holidays|2|
|(Award up to £2,250)||
|Carebreaks(Award up to £2,500)|6|
|Christmas Cheques|7|
|(Value £378)||
|Income Grants (paid quarterly)|10|
|(Grant S.I.G. £490)||



Total number of serving and retired employees granted benefits and awards year ending 31 March 2024 was 203 (EM/MG only), examples of typical grants are: 

Financial help towards: Rent, council tax, utility bills, funeral expenses, home heating and repairs, fire damage, immediate necessities, Vet fees, Disability aids, counselling, the provision of home furnishings & accommodation deposits. 

All beneficiaries or their family have or were experiencing one or more of the following circumstances: In receipt of: State benefits, income support, tax credits or on low income. Suffered: a traumatic event, terminal illness, long term sickness, death in the family, redundancy, accident at work, threat of eviction, divorced, separated or a single parent or carer. 

## **FINANCIAL REVIEW** 

## **Investment policy and objectives** 

The investment policy is to invest the Benevolent Fund's assets in UK equities and Fixed interest in order to provide an appropriate balance between risk and return and pursue an index investment strategy as set out below. 

Asset Class %        Benchmark                    Range                    Performance Reference UK equities                   60.0%                       +/- 1.5%                 FTSE All-Share Index Fixed interest                 40.0%                       +/- 1.5%                  UK Gilts All Stocks Total Fund                   100.0% 

The fund will be reviewed on an ongoing basis and rebalanced as required in the event that the asset allocation to any one class moves outside the ranges set out above. 

## **Financial Position and Reserves policy** 

The Funds reserves available as at the 31st March totalled £5.743869 million of which £5.695 million is invested in UK equities and Fixed interest bonds and the balance is on deposit with Lloyds bank. 

The Fund retains these investments to provide sufficient returns income in order to meet the grant expenditure and running costs of the Charity, although in the last 3 years this has not been met due to high demand for grants and lower dividend/interest coupons than expected. 

The Benevolent fund relies on these investments as the Fund owns no property or land and receives little or no public donations. 

The Fund undertakes no fund-raising activities. 

The total funds including investments, donations and cash on account year ending 31 March 2024 was £5,743,869, a decrease from the prior year of £22,055. The income from the investments, donations and interest this year was £177,593 which was all expended directly to beneficiaries. No money was therefore available for reinvestment. 

Page 3 



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## **W H Smith Benevolent Fund** 

## **Report of the Trustees for the Year Ended 31 March 2024** 

## **FUTURE PLANS** 

Due to the ongoing challenges for many with the cost-of-living crisis, there continues to be an increase in activity and more support was awarded than in the previous year due to increased demand. The charity also supports colleagues in all territories where the company has a retail presence. The Trustees have agreed to meet the exceptional demand for grants for this and the current year where cost of living pressures continue to be significant. 

The Fund will continue to work closely with the Risk and Occupational Health Department, particularly about Family, Palliative and Recuperative holidays. 

A revised & updated promotional Benevolent Fund staff awareness poster has been sent to UK branches, Swindon warehouse, Head Office departments, and branches overseas. 

## **STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document** 

The charity is controlled by its governing document, a deed of trust and constitutes an unincorporated charity. 

## **Recruitment and appointment of new trustees** 

The power of appointing new trustees is vested in the Trustees. 

The Trustees may appoint an additional Trustee or Trustees at their discretion. 

A Trustee will be automatically removed and discharged from office on the termination of his/her contract with the Company unless the other Trustees unanimously invite him/her to remain in office as a Trustee for a period of twelve months from the date of the invitation. 

At the expiry of the twelve-month period (or any subsequent twelve-month period), the Trustee will be discharged from office, unless the Trustees who remain in the service of the Company decide unanimously to invite the Trustee to remain in office for a further twelve months. 

Subject to the Trustees ratifying the appointment every twelve months there will be no limit to the period to which such a Trustee may hold office. 

## **Decision making** 

Committee of Management: 

This Committee meets annually to approve the annual budget and to approve the annual Trustees report.  The Committee also reviews, and amends as required the grant award values and amends as required the appropriate criteria. 

The Committee shall consist of any of the Trustees and serving members of the grants committee. 

## Grants committee: 

This Committee meets quarterly to discuss applications and approve grants and awards. The Committee shall consist of any of the Trustees and any serving or retired employees of the Business. 

Each year, those members of the Committee who have completed five or more years' service on the Committee will either be asked by the Trustees to serve on the Committee for an additional year or resign as a member of the Committee. 

Serving and retired staff are invited to become Committee members and are appointed by the Trustees and may serve for a maximum of eight years on the Committee. 

## Investment committee: 

The investment committee meets or engages via correspondence at least annually in order to review the performance of the investment portfolio and its continued appropriateness. 

Page 4 



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## **W H Smith Benevolent Fund** 

## **Report of the Trustees for the Year Ended 31 March 2024** 

## **STRUCTURE, GOVERNANCE AND MANAGEMENT Risk management** 

The trustees have a duty to identify and review the risks to which the charity is exposed and to ensure appropriate controls are in place to provide reasonable assurance against fraud and error. 

The major risks to which the charity is exposed, as identified by the Trustees, are reviewed regularly and systems and procedures have been established to manage those risks. There are three main areas of risk identified: 

## Financial: 

The financial risk is broadly defined as dependency upon the performance of the Investment Manager and the investment policy. 

The Trustees Investment Committee meets at least annually to review both the performance of the Investment Manager and the portfolio and ensures compliance with the Trustee Act 2000 on the investment of charitable funds. The Investment Committee also receives on request monthly reports from BlackRock Advisors (UK) Ltd. 

The Grants committee (a minimum of three members) meets quarterly and authorises Awards to beneficiaries. Cheques more than £2,500 to be signed by two signatories. 

Regulatory: 

The Fund Secretary is responsible for ensuring that Charity Commission returns are accurate and made on time, particularly the Annual Report and Accounts. 

There is a Conflict of Interest and Data Retention policy in place for the Fund. 

## GDPR: 

The Secretary observes legislation and maintains the Funds Privacy Policy. The Trustees require the Fund Secretary to confirm such action. 

Strategic 

Duty of Care: 

The Fund no longer administers a mobility scooter scheme. The Fund considers requests for support with the costs of a powered vehicle however no longer directly supplies or administers support for the vehicle. 

Vicarious Liability: 

The Fund employs only one employee (Fund Secretary) and there is little or no face-to- face contact with beneficiaries. Thus, the risk is extremely low. Insurance therefore not required. 

FUND-RAISING STANDARDS INFORMATION 

The charity does not carry out any fund-raising activities. 

## **REFERENCE AND ADMINISTRATIVE DETAILS Registered Charity number** 

262581 

## **Principal address** 

c/o WHSmith Retail Holdings Limited Greenbridge Road Swindon SN3 3RX 

Page 5 



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**W H Smith Benevolent Fund** 

**Report of the Trustees for the Year Ended 31 March 2024** 

## **Trustees** 

R J Moorhead S B Tiley H Webb A Court 

## **COMMITTEE OF MANAGEMENT** 

Juliette Cavilla Stephen Tiley Helen Webb 

## **INVESTMENT COMMITTEE** 

Robert James Moorhead (Chair) Stephen Tiley In attendance as required: Clive Chapman 

**SECRETARY TO THE FUND** Aimee Butler Greenbridge Road Swindon SN3 3LD 

## **ACCOUNTANT** 

Clive Chapman Ampney House The Avenue Stanton Fitzwarren Swindon SN6 7SE 

**Auditors** Sumer Audit Statutory Auditors Hermes House Fire Fly Avenue Swindon Wiltshire SN2 2GA 

**Investment manager** BlackRock Advisors (UK) 12 Throgmorton Avenue London EC2N 2DL 

## **STATEMENT OF TRUSTEES' RESPONSIBILITIES** 

The trustees are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 

The law applicable to charities in England and Wales, the Charities Act 2011, Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of the incoming resources and application of resources, including the income and expenditure, of the charity for that period. In preparing those financial statements, the trustees are required to 

- select suitable accounting policies and then apply them consistently; 

- observe the methods and principles in the Charity SORP; 

- make judgements and estimates that are reasonable and prudent; 

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in business. 

Page 6 



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## **W H Smith Benevolent Fund** 

**Report of the Trustees for the Year Ended 31 March 2024** 

## **STATEMENT OF TRUSTEES' RESPONSIBILITIES - continued** 

The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charity and to enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

Approved by order of the board of trustees on 1[st] November 2024 and signed on its behalf by: 


**A Court** 

**President & Chairman of Trustees** 

Page 7 



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## **Report of the Independent Auditors to the Trustees of W H Smith Benevolent Fund** 

## **Opinion** 

We have audited the financial statements of W H Smith Benevolent Fund (the 'charity') for the year ended 31 March 2024 which comprise the Statement of Financial Activities, the Balance Sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 

In our opinion the financial statements: 

- give a true and fair view of the state of the charity's affairs as at 31 March 2024 and of its incoming resources and application of resources, for the year then ended; 

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and 

- have been prepared in accordance with the requirements of the Charities Act 2011. 

## **Basis for opinion** 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

## **Conclusions relating to going concern** 

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charity's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 

Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report. 

## **Other information** 

The trustees are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Report of the Independent Auditors thereon. 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard. 

## **Matters on which we are required to report by exception** 

We have nothing to report in respect of the following matters where the Charities (Accounts and Reports) Regulations 2008 requires us to report to you if, in our opinion: 

- the information given in the Report of the Trustees is inconsistent in any material respect with the financial statements; or 

- sufficient accounting records have not been kept; or 

- the financial statements are not in agreement with the accounting records and returns; or 

- we have not received all the information and explanations we require for our audit. 

## **Responsibilities of trustees** 

As explained more fully in the Statement of Trustees' Responsibilities, the trustees are responsible for the preparation of the financial statements which give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 

In preparing the financial statements, the trustees are responsible for assessing the charity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charity or to cease operations, or have no realistic alternative but to do so. 

Page 8 



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## **Report of the Independent Auditors to the Trustees of W H Smith Benevolent Fund** 

## **Our responsibilities for the audit of the financial statements** 

We have been appointed as auditors under Section 144 of the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having effect thereunder. 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Independent Auditors that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 

Based on our understanding of the charity and the grant making activity, we identified that the principal risks of noncompliance with laws and regulations related to Charity Law, and we considered the extent to which non-compliance might have a material effect on the financial statements of the charity. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Charities Statement of Recommended Practice. 

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to revenue recognition and management override. Audit procedures performed by the audit engagement team included: 

- discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; 

- understanding and review of management's internal controls designed to prevent and detect irregularities, and fraud; 

- review of the minutes of the Trustees meetings; 

- designing audit procedures to incorporate unpredictability; 

- performing analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud; 

- review of the financial statements disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above; 

- testing transactions entered into outside of the normal course of the charity's business; and 

- identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals with round numbers. 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and the transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Independent Auditors. 

## **Use of our report** 

This report is made solely to the charity's trustees, as a body, in accordance with Part 4 of the Charities (Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditors' 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 charity and the charity's trustees as a body, for our audit work, for this report, or for the opinions we have formed. 


Sumer Audit Statutory Auditors Hermes House Fire Fly Avenue Swindon Wiltshire SN2 2GA 

Date: ............................................. 

Page 9 



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CONFIDENTIAL - DO NOT DISTRIBUTE 

## **W H Smith Benevolent Fund** 

## **Notes to the Financial Statements - continued for the Year Ended 31 March 2024** 

## **4. RAISING FUNDS** 

|**Investment management costs**<br>2024<br>£<br>Portfolio management<br>455<br>**5.**<br>**CHARITABLE ACTIVITIES COSTS**<br>Grant<br>funding of<br>activities<br>Support<br>(see note<br>costs (see<br>6)<br>note 7)<br>£<br>£<br>Grantmaking<br>257,855<br>35,513<br>**6.**<br>**GRANTS PAYABLE**<br>2024<br>£<br>Grantmaking<br>257,855<br>The total grants paid to individuals during the year was as follows:<br>2024<br>£<br>General Grants<br>215,714<br>Income Support / WNA<br>21,760<br>Recuperative Holidays<br>7,284<br>Carebreak<br>13,097<br>257,855<br>**7.**<br>**SUPPORT COSTS**<br>Governance<br>Management<br>costs<br>£<br>£<br>Grantmaking<br>31,733<br>3,780<br>Support costs, included in the above, are as follows:<br>2024<br>Grantmaking<br>£<br>Wages<br>29,240<br>Printing, postage & stationery<br>59<br>Expenses<br>2,434<br>Auditors' remuneration<br>3,780<br>35,513|2023<br>£<br>211<br>Totals<br>£<br>293,368<br>2023<br>£<br>214,760<br>2023<br>£<br>162,875<br>22,877<br>12,331<br>16,677<br>214,760<br>Totals<br>£<br>35,513<br>2023<br>Total<br>activities<br>£<br>27,837<br>16<br>566<br>4,794<br>33,213|
|---|---|



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