Company No. 132 1952 Charlty Commisslon Reglstration Number 274100 THE CLOTHWORKERS, FOUNDATION THE CLOTHWORKERS. FOUNDATION REPORT OF THE TRUSTEES AND FINANCIAL ATEmENTs FOR THEYEAR ENDED 31 DECEMBER 2023
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 ANNUAL REPORT CONTENTS REPORT OF THE TRUSTEES 2-13 INDEPENDENT AUDITORS, REPORT TO THE MEMBER 14-16 STATEMENT OF FINANCIALACTIVITIES 17 SUMMARY INCOME AND EXPENDITURE ACCOUNT 18 STATEMENT OF FINANCIAL POSITION 19 CASH FLOW STATEMENT 20 NOTES TO THE FINANCIAL STATEMENTS 2 1-35
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 Company No. 1321952 Charlty Cotnmlsslon Registratlon Number 274100 REPORT OF THE TRuYfEES TRUSTEES AND PROFESSIONAL ADVISERS TRUSTEES Hanif Virji (Chair) DerLi5 Clough [resigned28 June 20231 Chloe Holness [resigned 38 June 3023J Charlie Hutchins Emma Ingham Clark Tom Ingham Clark [oppointed28 June 2023] Michael larvi5 Peter lonas (appointed 28 June 2023) Alexander Nelson [resigned 28 June 2023] Susanna O'Leary Ola Opoosun Neel Patani Dhruv Patel Lucy Rawson [resi9ned28 June 2023] Amir Rizwan Hugo Slim Tom Stoddart-scott CHIEF EXECUTIVE Jocelyn Stuart-Grumbar FOUNDATION DIRECTOR lenny North REGISTERED OFFICE AND PRINCIPAL ADDRESS First floor 16 Easicheap London EC3M IBD AUDITOR Sattery LLP 71 Queen Victoria Street London EC4V 4BE BANKERS Bank ofscotland London Chief Office Old Broad Street London EC3M IBD INVEsfMEwf MANAGERS Blackrock Advisors (UKJ Murray House l Royal Mlnt Street London EC3N 4HH Legal & General Investment Management One Coleman Street London EC2R SAA WEBSITE CHARITY COMMISSION REGi¥fRATION NUMBER 274100 COMPANY REGISTRATION NUMBER 1321952
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 REPORT OF THE TRUSTEES The Trustees present their Report and the financial statements of the Foundation for the year ended 31 December 2023.. these have been prepared in accordance with the provisions ol the Statement of Recommended practi [FRS102), Accounting and Reporting by Charities, issued in 2015, Secorkd Edition, effective I January 2019 (the "SORP"). The information on the preceding pages forms part of this repoit This report also includes the information requsred in a Director5, Report and a Strategic Report for the purposes ofcompany law. THE 2023 COWEXT During 2023, the Foundation began the implementation of its new strategy. agreed at the end of 2022. This new strategy Cotnmitted the Foundation to.. The continuation of our Open Grants Proaramme to support the infrastructure needs of small and medium sized not-for-profit organisations working across our Programme Area5 The launch of Equity programmes providing unrestricted mulii-year grants to organisations addre5sin8 specific areas of inequity The deployment of social investment where thi5 can support organisations, impact and/or sustainability To impletnent itnproyements across our grantmaking and governance to help us operate more in line with our Values: equitable, adaptive. enabling, collaborative. Demand was up nearly a third for our Open Grants Programme compared to 2022 and 2021, resulting in an increased number ofgrants made. VISION, MISSION AND VALUES As part ofthe 2022 Strategic Review. the Trustees ofThe Foundation adopted the following.. An equitable society where all can participate and thrive. We Support charities and social businesses that work with marginalised and disadvantaged people and communities. and those working towards a more equitable society. Equitable- we work to promote equity in our grantmaking and orgjnisation, and to identify and manage bias. We Strive to increase participation and representation at all levels ofour organisation to advance better decision-making. Adaptive- we strive to be responsive to the needs ofour grantees and to listen to their experience as experts. We learn from them. from our peers and from our own experience to drive improvements in our work. We adapt to external change when necessary. Enabling- we strive to provide funding and support that enables our grantees to be more impactful and susrainable, and whiLh minimises burden on them. We aim to empower our own team through flexible and trust-based ways ofworking. Collaborative- we seek to work with other funders, research organisaiions. and networks. We do this to serve grantees more effectively, lo learn. and to share our learning.
THE CLOTHWORKERS, FOUNDATION YEARENDED 31 DECEMBER2023 REPORT OF THE TRUSTEES HISTORY, OBIEcfivES, ACTIVITIES AND ACHIEVEMENTS History The Clothworkers, Foundation was incorporated in 1977 as a Cornpany limited by guarantee,. it is x regiSted charity. In over 40 years of activlty, grants in excess of £173 million have been made by the Foundation and subsidiary trusts. to charitable organisations and individuals. The objects of the charity are the advancement of such charitable purposes as the Foundation shall froTn tiTne to time determine. The Clothworkers, Foundation aims, through its funding. to provide public benefit by itnproving the lives of people and communities. particularly those that face di5advant3ge. Objectives The objectives of the Foundation are.. To manage its resources so as to ensure that the budget agreed for charitsble grants may be distributed. To stimulate a flow of good quality eligible applications for funds that meet its criteria, by seiting application guidelines with sufficient clarity to avoid charities wasting valuable resources in preparing submissions that are ineligible. To undertake an objective assessment of all applications for grants, appropriate to the scale of support contemplated. For the proactive programme, to develop sufficient understanding of the selected areas to allow it to identify particular activities to support and organi5ations with which to work. To maximlse publlc benefli by distributing Its Income in the mosi effective way possible. To monitor the impact of the grants on the people aftd communities it seeks to help. To identify suitable initiatives for social investmenL Grantsnaklng Pollcy The Foundation funds across a range of issues associated with marginalisation and disadvantage, through its open and proattive (not open to application) programTnes. It undertakes a strategic review approximately every five years, with the most recent carried out in 2022. The Foundation's grantmaking activities in 2023 were as follows: An Open Grants Programme funding capital projects of charities and social businesses operating in one or more of the following ten programme area5'. substance misuse and addiction disabilities including mental health and vlsual impalrment communities experiencing racial inequalities young people facing disadvantage domestic and sexual abuse homelessne5S older people facing disadvantage prison and rehabilitation LGBT+ communities economic disadvantage
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 REPORT OF THE TRUSTEES Grantmaking Policy (continued) Only Charilies with an annual operating income of less than EIO million are eligible to apply. This prugramme makes Small Granrs of up to £IS.000 to charities and social businesses with an annual income of less than £2 million, and Large Grants of over £15.000 to any charity with annual income under £10 million. A Proactive Gratlts Programme, established in 2007, which included three initiative5 during 2023.. the Racial Equity Progi'amme, Dramatic Arts 11, and a Care iEaver5 inittative. A Regular Grants Programme throu¥h which a limited number ofcharities selerted by the Foundation receive grants subject to regular review. Full details of the Fourldation's grant-tnaking policy and guideline5 are provided on the website ww. io they are also piiblished in the Annual Review, a copy of which may be downloaded from the website or obtained from The Clothworkers. Foundation, First Floor, 16 Eastcheap. London EC3M IBD. Social Investment Pollcy The Foundation seeks to identify initiatives which are suited a'social investment. approach,. these are regarded as being complementary ro, and aligned with. existing grantmaking activitses, and the overall mission of The FoundatlOD. The main aim is to achieve a social impact with any financial return reinvested. Recent Significant Activities and Achievements Grants totalling £9.27 million, 359 in number (2022.. 7.49 million. 386 in number), were committed during the year. across the various programmes. Through these programmes, the Trustees consider that the Foundation provides public benefit by focusing resources in areas of greatest need. and in accordance with its objectives. All Foundation grants are published on 360Givin& and Case studies on selected projects are featured on the Foundation's website { ). However. a summary of each programme Is ser out below. Opengrnnts programme £7.25 million was COTnmitted under this programme, with E5.40 million being for Large Grants including building and refurbishment projects, large vehicles, and specialist equipment. £1.85 mi1120n was allocaLed for Small Grants, under which 8rant5 of up to £15,000 are made to capital projects for smaller charities. Regulorgronts programme The Foundation continued to award annual grants to a small number of selected charities linder the Regular Grants Programme which does notaccept applications. These included several organisations making onward grants to very small organisations and individuals in key areas of interest for The Foundation. Commitments totalling £0.50 million were made diiring 2023.
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER2023 REPORT OF THE TRUSTEES Research. Development& Partnership5 This fund allows us to make grants to organisation5 not eligible for other programmes but which may be aligned to our overall tnission, or in areas where we want to build our knowledge. Commitments totslling £0.18 million were made during 2023. Proactive initiatives In 2023, we began our newest Proactive Programme.. the Racial Equity Programme. This programme is a legacy of work begin during the partdei£ lo increase and irnprove our grantmaking to minoritised communities. We have corn]tted £1.20 million (with additional resource for learning support) in unrestricted 'core' grants to four racial equity organisations over the next three years. The programme aims to strengthen these organisations and enable them to dellver their strategles, all of whlch focus on Improving ourcomes for minoritlsed communities, organisations or individuals. Ofour previous Proactive Programmes, Care Leavers and Dramatic Arts11 are still active, though fully committed. ClothworkerMembers'Fund (previously Clothworkers, Charity Fund- see below) programme Six grants were also awarded from the Clothworker Members, Fund Iwhich does not accept applications). This is a sub-fund which receives donations from members ofThe Clothworkers, Company. and where the tot31 is matched by a separare donation from The Company itself. Cotnmitments in 2023 totalled £144,000. Soclal Investment artlvlties Investments as at 31" December 2023 were.. £'ooo 43 33 160 200 1,000 1,436 CAF Venturesome Development Fundlll iA)ndon Play Design CICI21 Women in Safe Housing Fundl31 RefuAid Charity Bank {1) £150,000 was originally invested as a loan. £107,000 was repaid in 2023. with further repaytnents expected in 2024. [2) £50,000 was originally invested as a loan. £17.000 has been repaid to date. with further repayments expected in 2024. [3) The total commitment is £250,000, with £160,000 drawn down to date. A commltment of El million was made to the Recovery Loan Fund in 2023. The first drawdown wa5 made in April 2024.
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 REPORT OF THE TRUSTELS FUTURE PLANS The Foundation will continue to implement its current grantmaking strategy while trying to meei increased demand in an efficienL equitable and impactful way. The 2022 investment strategy review is being revisited with the aim of agreeing an implementation plan during the course of 2024. The Trustees will assess options over the most effective and impactful use of the Significant cash balances, which have arisen as a resultof the cash donations from the Clothworkers, Company in 2022 and 2023. We will continue to appraise potential opportunities for further social investments. STRuURE, GOVERNANCE AND MANAGEMENT Membership and Governing Document The Clothworker5' Company is the sole member of the Foundation. The Foundauon's governing documents are the Memorandum and Articles of Association. Recrultment and Inductlon of Trustees The Board of Trustees comprises between eight and fifteen individuals who, until 2020, had been drawn exclusively from the Court and Livery of The Company. ofFering a range of pertinent experience and qualifications. The Company's objective had been for the Foundation to have a board of Trustees which was balanced as to age and skills, capable of formulating the policies and strategies of the Foundation, and able to provide direction to the Chief Executive atld stalf on the conduct of its affairs. Since 2020, the Board now includes mernber5 drawn from The Company's wider membership, and independent Trustees with no prior connection to The Company. Trustees are expected to be conversant with their responsibilities. New Trustees have a full inducuon programme. and all Trustees are alerted to training and CPD opportunities as they arise. A gIster of training undertakett is maintained. On theirappointmeni new Trustees are provided with a copyof the Policy and Procedures Manual (PPM) ofthe Fnundation, which is a compilation of the key regulations. administrative arrangements, and codes of conduct by which the Foundation operates,. the PPM is regularly reviewed.
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 REPORT OFTHE TRuEE5 Statement of Trustees, Responslbllltles The Trustees (who are also directors of The Clothworkers. Foundation for the purposes of company lawl are responsible for preparing the Trustees. Report and the financial statements in accordance with applicable law and United Kingdorn Accounting Standards Iunited Kingdom Generally Accepted Accounting Practice). Company law requires the Trustees to prepare financial statetnents for eath financial year which give a true aTrd fair view of the state of affairs of the charitable company, and of the incoming resources and application of resources, including the incoTne and expenditure of the charitable company. for that period. In preparing these flnancial statements. the Trustees are required to.. select suitsble accounting policies and then apply them consistently. observe the methods and principles contained within 'Accounting and Reporting by Charities - Statement of Recommended Practice, [the SORP). make ludgements and estimates that are reasonable and prudenL stats whether applicable accounting strandards have been followed, subject to any material departures disclosed and explained in the financial statements. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in busines5. The Trustees are responsible for keeping proper accounting records that disclose, with reasonable accuracy, at any time, rhe financial position of the charitable company, and which enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and tsther irregularities. So far as each of the Trustees is aware, there is no relevant information that has not been disclosed to the Foundation's auditors. and each ofthe Trustees believes that all steps have been taken that ought to have been taken to make them aware of any relevant audit information and to establish that the Foundation's auditors have been made aware ofthat infortnation. Public Benefit The Trustee5 confirm that they have paid due regard to the guidance of the Charity Commission in respect of publlc benet]t in reviewing aims and objectives, and in planning future activitles, setting grantmaklng policies, and awarding grants. Fundraislng The Foundatfion derfves all donation income from The Clothworkers. Company, the sole member, its subsidiaries and members. Therefore, the Foundation does not engage in any public fundraising activities. The Foundation neverthele5S observes and complies with the relevant fundraising regulation5 and codes. During the year there was no non-compliance with these regulations and code5 and the Foundation received no complaints relating to its fundraising practice.
THECLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 REPORT OF THE TRUSTEES Committees of the Board of Trustees The Board of Ti'ustees has delegated specific duties to a number of standin& and other. committees which deal with operational matrers.. Grants Committee.. For assessment OF Large grant applicaknons under the Open Grants Programme Small Grants Committee.. For assessmenr of Small grant applications under the Open Grants Programme Proactive Grants Committee: For assessments of grants under our Proactive Programmes. as well as review of progress of these programmes, and development of further prograrnmes Regular Grant5 Committee.. For assessment of annual or multi-year grdnts aligned with mission. but nutside other programmes Nomination5 Committee: For consideration of Board, committee. and key staff appointments Finance, Investment Purposes Committee= and General For financial and investment strategylmanagement and general matters There i5 a150 a Clothworker Members, Charity Fund Committee which determines grants to be made from the Clothworkers Members. Fund. Decision-making Processes Tru5tees' meetings are held four times each year. The business of these meetings is, broadly. to develop strategy. to set and monitor objectives. and to consider reports and recotnmendations from the standing mMitteeS referred t(> above. The standing committees are permitted to make decisions operational matters within the polioes previously agreed by the Trustees,. their duknes are laid down in the policy and procedures manual. In particular. grants of up to £50,000 may be approved by the relevant committee. Above this threshold, the Trustee Board itself will make decisions as to whether to award a grant, a visit having been undertaken by a Trustee and a Visit Report viewed by the Board. ComtniLtees have the ability to form Sub-committees to deal with more detailed matters, and for taking decisions in accOlanCe with delegad authorities agreed by the Trustees. Currently, there are three standing sub-committees, all of which report to the Finance, Investtnent and General Purposes Committee.. Budget. Risk and Audit, and Social InvestmenL The duties of these sub-commIte5 reflect their areas OF speciJli.%m. In particular, the Budget Sub-C(hmmittee recommends the annual budget, and undertakes detailed monitoring of the budget throughout the year. The principal duties of the Risk and Audit Sub-cornmittee are as follows.. to deterTnine the nature and scope of the audit, request specific investigarions from the auditors from time to time, and consider any issues arising therefrom,. to ensure that the assets and funds are accounted for and safeguarded,. to ensure that adequate financial controls are maintained,. to monitor compliance in all respects.. and to review risk exposure and ensure that appropriate Steps are taken to mitigate risk5. The Social Investment Sub-committee assesses potential social investment opportunities and monitors the performance of the existing portfolio.
THE CLOTHWORKERS. FOUNDATION YEARENDED 31 DECEMBER 2023 REPORT OFTHE TRuEEs RlskAssessment- Prfnclpal Risks and Uncertalntles The major risks to which the Foundation is exposed, as identified by the Trustees. are reviewed on an annual basis, and Systems have been established to manage those risks.. this process 15 overseen by the Risk and Audit Sub-committee. The Risk Register is reviewed 2nd updated, discussed by the Finance. Investment and Genera5 Purposes Committee and approved by the Trustees annually. The Trustees have identified the following principal risks which are assessed as a significant threat to the Foundation.. Reputational risk Transparenry of strdte&y in Annual Review and via website. Ongoing dialogue with stakeholders. Inadequate financial controls Structured committee oversight Management processes in place. Investment portfolio does not appropriale risk and return attributes exhibit Structured investment policy. External investment advice and management Diversity, prudence and liquidity criteria. Regular performance monitoring. IT systems are inadequate and / or not robust Use of service and support contracts. Security and authorisation procedures.. Ongoing monitoring of operating envlronment Accordingly. the Foundation has established prudentinvestmentand spending policies. Mostofits general income is derived from its listed investment portfolio, property portfolio, cash held or as a donation from The Clothworkers, Company. the latter being ultimately derived from listed and property investments. Subject to reserve requirements, the Foundation's policy is to spend all available itlcorne, plus any additional amounts that may be transferred from expendable endowment furlds, when con51dered appropriate. The Foundation has received a significantannual donation frorn The Clothworkers, Company for manyyears. Although there is no absolute assurance that these donations will continue. the Company has confirmed its intentlon io carry on providing such support, and it is expected that the Company would inform the Foundatlon in the event ofa change in its policy. The Trustees consider thaL since the narure of the Foundarion's grantmaklng activity involves very little by way of un-accrued future commitments, it Is unlikely that any unplanned reduction sn funds available for grants would have an impact on beneficlaries to whom commitments have already been made. Furthermore, the maintenance of general reserves allows commitments to be fulfilled in a timely fashion. Connected Charities and Restricted Funds Until 2013, The Clothworkers, Foutldation was the corporate trustee of three Trusts.. The Clothworkers, Charity for Education, The Clothworkers. Charity for Relief in Need and The Clothworkers, Charity for Welfare of the Blind. and of The Clothworkers, Foundation Common Investment Fund (the CFCIF). In that year. with the Concurren of the Charity Commission, the assets of the three Trusts were transferred to the Foundation, to be held a5 restricted funds of the Foundation going forward, and the CFCIF was liquidated. The Trustees continue to apply the incotne and assets contained within the three restricted funds in accordance with the trust deed5 of the three liquidated Trusts. Further infortnation about the transfer and the restricted funds is contained within notes l{kl and 17. Related Party Transacdons The Clothworkers, Foundation is a related party of The Clothworkers, Company and its subsidiary company. Rarnteazle Limited. The Clothworkers. Company i5 a City of London Livery Company. Further detai15 of related parties, and any associated transactions, are disclosed in note 19. The policy of the Foundation, in respect of potential related party transaction5 involving Trustees, is to avoid any conflicts of interest. Accordingly, when a Trustee has a material interest in any matter being considered by the Foundation, that Trustee does not participate in the decision-making process. io
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER2023 REPORT OF THE TRUSTEES Remuneration ofkey management personnel No staff are direcdy employed by the FoundatlOD. Staff costs are incurred by Ramteazle Limited (a wholly owned subsidiary of The Clothworkers, Company). from which the Foundation purchases adminisrraiive services In accordance with its service agreemenL Staff salaries including key management personnel are assessed annually by The Clothworkers, Company's Staff Sub- Committee, which include5 Company Members who are also Trustees of the Foundation and therefore represent the Foundation's interests. The Staff Sub-committee make their assessment based on market benchmarking and prevailing economic conditions, ensuring thar staff are paid fairly with a view to retaining and attracting appropriately skilled staff to deliver the Cornpany and Foundation's objectives. FINANCIAL REVIEW AND PERFORMANCE Investment Policy The Foundation seeks io maximi5e the lotal return on its portfolio, within the constraints imposed by the need to control risk. The assets of the Foundation (incorporating those of the three liquidated Trusts) are allocated in accordance with the results of an investment strategy review. condUCd in 2016, and implemented in 2017. A further review was undertaken In 2022, however with significant cash inflows as a result of donations from The Clothworkers, Company in ZO22 and 2023, as well as additional listed investment units donated in 2022, the review is being revisited. It is anticipated that an implementation plan will be agreed in 2024. The adtspted asset allocation seeks to achieve diversification and hence enhance risk control. and encotnpa5ses UK equities, overseas equities, emerging rnarket equities and Fixed interest The one direct property holding has now been enhanced by the two leasehold interests donated by The Clothworkers, Company in December 2022. The equities allocation is managed in conjunction with our investment manager and held in the fortn ofunitised inve5trnents. The primary strategic long-terrn investment objective is the requirement that the overall investment portfolio should perform in accordance with the policy benchmark, which is made up of a blend of relevant indices. In addition, there is secondary objective that the porifolio should maintain its Value in real terms over time, as measured by the Consumer Pri Index including housing costs (CPIH) and Retail Price Index (RPII. The Foundation uses the incotne arising From the portfolio in furtherance of its charitable objectives, and of those of its restricted funds. It also considers the capital return earned on its portfolio, and any furrher endowmenr donarions received. and is prepared to ufilise some of its expendable endowment to supportcurrentgrantmakin& if it is considered appropriate to do so. Funds and Reserves Pollcy The net assets of the Foundation are divided between'restricted funds, and 'unrestricted tunds. as Set out below.. Restricted Funds PerTnanent Endowment Fund.. this fund totals £64.60 million (2022.. £60,97 million) and represents donaiions received which were subject to a condition requiring their permanent reiention as an endowment Income arising Is credited to the General Fund. Expendable Endowment Fund.. this fund totals £127.85 million [2022.. £107.55 million) and represents donations received which were subject to a condition requiring their retention as an endowment, butallowing the Trustees to spend the fund in accordance with the Foundation's objects. if they so decide. Income arising is credited to the General Fund. Members. Endowment Fund.. this fund totsls £0.39 million (2022.. £0.35 mlllion) and represents donations received from member5 of The Clothworker5' Cornpany, matched by the Company, which were subject to a condition requiring their retention as an endowmenL Income arising is credited to the Clothworker Members, Fund (previously Clothworkers, Charity Fund).
THE CLOTHWORKERS, FOUNDATION YEARENDED 31 DECEMBER 2023 REPORT OF THE TRUSTEES Funds and Reserves Policy (continued) Social Investment Fund.. this fund totals El.75 million 12022.. £1.75 million), and wa5 established during 2017. following rhe receipt of an initial donation from The Clothworkers, Company, which was subjett to a restricknon that it be used for social investment- the Company rnade a further donation during 2018, and these funds were subsequently committed or allocated. During 2021, the Trustees agreed a transfer of El million frorn the Expendable Endowment Fund to the Social Investment Fund, whith h35 now been COTnmitted in fvll. [5ee section abovej. Other restricted funds.. there are three further restricted funds, totalling £5S.03 Million {2022.. £51.90 million), which represent the capital of three Trust funds transferred the Foundation in 2013 (see above). The income arising on these three funds is used to fund grants which correspond with the objects of the three Trust funds.. however, the capiral Is currently retained to aet as an endowmenL Unrestricted Fund5 Designated Capitsl Fund.. this fund tota15 £99.89 million [2022.. £94.28 million) and was established in 1996 to represent the capital of the Foundation at that time (see Note l{l)). and to act as a fund to generate income for the benefit of future beneficiaries. It is the intenknon of the Trustees to continue to maintain this fund going forward. although income arising is credited to the General Fund. Clothworker Members. Fund.. this Fund was established in 2005 as the 'Livery Fund., to receive donations from etnbers of the Livery of The Clothworkers, Company, matched by the Company., it has been renamed to retlect that donations are encouraged from all members. All such donations [other than those credited to the Members. Endowment Fund - see above) are used to fund grants to charities selected by the Clothworker Members, Fund Committee of the Foundation. The balance at 31 December 2023 was nll {2022.. £14.8891. Designated Proactive Granrs Fund {DPGFI'. this fund was created in 2019. All commitments made under the various proactive grants programmes are debited to the fund. Each year, a fixed amount of income is transferred from the General Fund (see belowl. the amount being set ata level which represent5 the expected long-term average annual commiiment to proactive grants. Consequently, over the long-term, it is expected that total income credited to the DPGF will be equal to total commitments. However. in years when cumulative committnents exceed cumulative income, the resulting negative fund balance i5 offset by a short-terni loan from the Expendable Endowment Fund. In 2023, the Trustee5 agreed a transfer of £0.9 million from the General Fund and grants amounting to £1.2 million were committed. Allowing for the brought forward balance of£O.2 million, a loan of£O.I million was made from the Expendable Endowment Fund to leave the balance at 31 December 2023 as nil (2022.. £0.2 million). General Fund.. this fund is credited with all income arising, excepting amounts credited to the Clothworker Members, Fund. or restricted funds, as set outabove. It is the intention of the Trustees to distribute all such income each year, subject only to the agreed general reserves policy. as described below. General Reserves Policy.. during 2022, the Trustees reviewed the level ofthe General Fund. The previous policy Was for the balance on the Fund to be set at the level of 15%1+1- 2%) of anticipated (General Fund) income for the year. After due consideration, the Trustees decided that it wa5 appropriate to set the size of the General Fund at 7.5% (+ /- 2.5%) of grant commitments, in order to allow the Foundation to fulFIl its commitments in a timely fashiori. At 31 December 2023, the balance on the General Fund totalled £1.05 million which was equivalent to 11.8% of total grants commitments in the year12022.. £0.64 million, 8.696). The Trustees are aware that the balance on the General Fund exceeds the agreed policy, much of which is due ro the unusually high level of grants cancelled as part ofa detailed review ofoutstanding Commitments at the end of2023. These will be recommltted in 2024 and the level of the General Reserve monitored during the year. 12
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 REPORT OF THE TRUSTEES Income Total income in 2023 was £28.45 million (2022.. £80.07 million), of which £18.97 million (2022.. E74.60 millionl was a donation from The Clothworkers. Company and subsidiary companies. The donation was in cash12022.. £33.27 million was the fortn of leasehold property interests, where the Company retains the freehold interes[ E14.7 million was in the form of listed equity investments, and the remainder in cash.) Other donations totslled £0.07 million {2022.. £0.07 million)- The remaining income of £9.40 million (2022.. £5.40 million) was derived from investment assets, or cash holdings. Of the donation provided by The Clothworkers. Company, £18.07 million {2022: £71.93 million) wa5 subject to a restriction that it be used as an expendable endowment [see nore Ilh)). Expenditsre Grants to charitable organi5ation5 totalling £9.27 million (2022.. £7.49 million) were committed during the year (see note 7), which included the recommitment of cancelled and retiirned grants accrued in earlier years, totallitlg £0.36 million (2022.. £0.01 million]. Details of grants Tnade, in excess of £25.000, are publL5hed the Annual Review, and on the Foundation's website [www. Total expenditure during the year, excluding grants. was £1.83 million [2022.. £1.30 million), of which expenditure on raising funds totalled £0.24 million [2022.. £0.34 million). Investment Performance The current asset allocat5ons is shown below.. 2023 2022 UK equity units Overseas equity units Emerging markets units Fixed interest units Direct freehold property Uninvested cash 31 31 31 28 2S 27 loo loo Over the course of 2023, after allowing for new funds received. the Foundation's investment assets (excluding property} earned a rotal reiurn OF 10.60A (2022.. -5.30/0). The policy benchmarK based on a blend of relevant indices, against which the Futld benchmarks itself, increased by 10.7%12022.. -5.6%), whilst RPI increased by 5.2% (2022.. 13.S%I. CPIH, which is now used as a more relevant benchmark for inflation increased by 4.2%. AUDITORS Saffery LLP have signified their willingness to continue in office as auditors. The Trustees, Report, which includes the Directors. Report and Strategic Report for the purposes of company law, was approved by the Board of Trustees on l.%t July 2024 and signed on their behalf by.. Hanif Vlrll Chair First floor, 16 Ea5tcheap London EC3M IBD I july 2024 13
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 INDEPENDENT AUDITORS, REPORT TO THE SOLE MEMBER Opinion We have audited the financial statements of The Clothworkers. Foundation for the year-ended 31 December Z023 which omprise the Statement of Financial Activities, the Summary Income and Expendirure Account, the Sratement of Financial Position. the Cash Flow Statement and notes to the financial statements, including significant accounting policies. The financial reporting framework thaf has been applied in their preparation is applicable law and United Kingdom Accounting Stand3rd5, including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements.. give a true and fair view of the charitable company's state of affairs as at 31 December 2023 and of its incomlng resources and application of resources, including its income and expenditure, 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 Companies Act 2006. Basis for opinlon We conducted our audit in accordance with International Standards on Auditing [UK) [ISAs [UK)] and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial 5txtementS section of our report. We are independent of the charitable company in accordance with the ethical requirement5 thatare relevant to ouraudit 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. Concluslons relatlng 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 5taternents is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that. individually orcollectively, may cast significant doubt on the charitable company's ability to continue as a going concern for a period ofat least twelve months from when the financial statements are authorised for issue. Our responsibilities and the resporlsibilities OF the trustee5 with respect to going concern are described in the relevant sections of this reporL Other Anforn)atlon The trustees are responsible for the other information. The other informatlon comprises the information included in the annual report, other than the Financial statements and our auditor's report thereon. Our opinion on the financial statements doe5 not cover the other information and, except to the extent otherwise explicitly stated in our reporr we do not express any form ofassurance conclusion thereon. Our responsibility is to read the other information and. in doing so. consider whether the other information is rnaterially inconsistent with the financial statements or our knowledge obtained In the course of the audit or otherwise appears to be materially misstated. If we identify Such Tnaterial incon5lStencies or apparent material mi5Statements, we are required to determine whether thi5 gVeS rise to a material misstatement in the financial statements themselves. If, based on the work we have performed. we conclude that there is a marerial misstarement of this other inforlnation we are required to report that lact. We have nothing to report in thls regard. Opinions on other matters prescribed by the Companies Act Z006 In our opinion, based on the work undertaken in the course of the audit.. the inforniation given in the Trustees, Annual Report wh2ch includes the Dlrectors, Report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Trustees, Annual Report which includes the Direttors. Report and the Strategic Report ha5 been prepared in accordance with applicable legal requirements. 14
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 INDEPENDENT AUDITORS, REPORTTO THESOLE MEMBER (continued) Matters on whlch we are requiTed to report by exception In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audir we have not identified material misstatements in the Trustees, Annual Report and Strategic Report We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if. in our opinion.. adequate accuunting record5 have not been kept, or returns adequate for our audir have not been received from branches not visited by us., or the financial statements are not in agreement with the accounting record5 and returns,. or rtain disclosures of trustees, remuneration specified by law are not made,. or we have tLOt received all the information and explanations we require for our audiL Responsibilities of trustees for the flnanelal statements As explained more fully in the Trustees, Respon5ibiliknes Statement set out on page 8, the trustees [who are also directors of the charitable company for the purposes of company lawl are responsible for the preparation of the financial statements and for being sarisfied that they give a true and fairview, 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 fralld or error. In preparing the financial statements, the trustees are responsible for assessing the charitable company's ability to continue as a going concern, discloskng, as applicable, matters related to going concern and using thegoing cotlcern basis oFaccounting unless the tswstees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative to do so. Auditorfs responsibilities for the audit ofthe flnanclal statements We have been appointed as auditors under the Companies Act 2006 and report in accordance with regularlons made under that ACL Our objectives are to obtain reasonable assurance about whether rhe financial stateTnents a5 a whole are free from material misstatement, whether due to fraud or error, and to issue an audit(hrfs report that includes our opinion. Reasonable assurdnce is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS [UK) will alway5 detect a material misstatement when it exists. Misstatetnents can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances ofnon-compliance with laws and regulations. We design procedures in line with our responsibilities. outlined above, to detect material misstatements in respect of irre8u13rities. includin8 fraud. The specific procedures for this engagement and the extentto which these are capable of detecting irregularitie5, including fraud are detailed below. Identifying and assessing risks related to irregularities.. We assessed the susceptibility of the charitable company's financial statements to material misstatemenr and how fraud might occur, including through discussions with the trusrees, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated Js intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We idenrified laws and regulations that are of significance in the context of the charitable company by discusslons with rrustees and updating our understanding of the sector in which the charitable company operates. taws and regulaknons ofdirect significance in the context ol the charitable company include The Companies Act 2006, and guidance issued by the Charity Commission For England and Wales. Audit response to risks identified.. We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosure5. We reviewed the chai-itable company's records of breaches OF laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising, We discussed the charitable company's policies and procedures for compliance with law5 and regularions with members of management responsible for compliance. 15
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 INDEPENDENT AUDITORS. REPORT TO THE SOLE MEMBER (continued) During the planning meeting with the audit team, the engagement partner drew attention to the key aaS which might involve non-complian with laws and regulations or fraud. We enquired of management whether they were aware of any 1115tances ofnon-compliantt wth laws and regulations or knowledge of any acrual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriatenes5 of journal entries and identifying any significant transactions that were unusual or outside the nornial course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of Tnanagement bi35. At the completion stage of the audit, the engagement Partner's review included ensuring that the team had approached their work with appropriate professional 5cepticism and thu5 the capacity to identify non-compliance with laws and regulations and fraud. 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 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 dellberare concealment by. for example, forgery or Intentlonal misrepresenratlons, or through collusion. A further description of our responsibilities is available on the Financial Reporting Councll's website at.. This description forms part of our auditor's report Use of our report This report is made solely to the charitable company's tnetnbers. as a body, in accordance with Chapter 3 OF Part 16 of the Companies Act 2006. Our audit work ha5 been undertaken so that we might state to the charitable company's members those matters we are required to state to them in an audiior's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company'5 members as a body, for our audit work, for this report, or for the opinions we have formed. Cara Turtington (Senior Statutory Auditor} for and on behalf of Saffery LLP Chartered Accountants Statutory Auditors 71 Queen Victoria Street London EC4V4BE Date.. 3 JLJlyV Saffery LLP is eligible to att as an auditor in terms ofsection 1212 of the Companies Act 2006 16
THE CLOTHWORKERS. FOUNDATION YEARENDED 31 DECEMBER 2023 ATEMENTOF FINANCIALAcfiviTIES Unrestrlcted Funds Endowment Funds Other Restricted Funds (note 17) Total Total IDOte ISI Clothworkers. Charity, Deslgnated Proa¢iive Grants, and General lthote$ 11, IttL.Inl (note 161 DesiBn31ed Capiial (note Ik) Endowmenis (notes If, l&lhl InVesttL and Other {note li, 11) Notes 2023 2023 2023 2023 2023 2022 £'ooo £'ooo £'ooo £'ooo £'ooo £'ooo INCOME from: Donarions 950 18,093 19.043 74,668 Rental income 1,796 1.797 Investment income Deposit interest and other income Rent, deposits, and investment income 4.697 1,154 5,851 5.324 1.7S4 1.754 78 8.247 1,155 9,402 5.404 Total Income 9,197 18,093 1.155 28.445 80,072 EXPENDITURE oll., Raising funds (72) (51) (92) [28) [243) (335) Charitable activities Grants to charitable organisations Support costs {7,806) (1,108) [8,914) (7,391) [961) [8.352) (1,583) (9.389) [1,583) (1,108) (10.497) Costs of grant-making Total Expendlture [9.461) [511 [92) 11.136) [10.740) [8.687) Operating (deficit)/surplus (264] [51) 18.001 19 17,705 71,385 Transfers 463 (4631 Gains /[losses) on inve5tments'. realised 96 unrealised 5,661 6.420 3,114 15,195 (19,1121 Net Incomel(expenditure} Fund balances brought fonvard at I january Fund balances carrled forward at 31 December 199 5,610 23,958 3,133 32,900 52,369 855 94,283 168,871 53,647 317,656 265,287 1,054 99,893 192,829 56,780 350,556 317,656 The Statement of Financial Actlvities incorporates the Statement of Income. All income and expendjture is derived From continuing operations. The note5 on pages 21 to 35 form part of these accounrs. 17
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 SUMMARY INCOME AND EXPENDITURE ACCOUNT 2023 £'ooo 28.445 2022 £'ooo 80,072 Total income of continuing operations Total expenditure of continuing operation5 Total net gain51[105ses) on investments Net income for the year [10,707) 11,534 18,606) 114,250) 57.216 29.272 The Summary Income and Expenditure Account is derived from the Statement of Flnancial Actlvltfies on page 17 which, together with the notes to the accounts on pages 21 to 35. provides full infortnation on the movements during the year of all the funds of the Foundation. 18
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 STATEMENT OF FINANCIAL POSITION CompanyNo. 1321952 2023 £'ooo 2022 Notes £'ooo £'ooo £'ooo FJXED ASSETS Investments at market value-. Listed investments 223,969 207,924 Investmenr property uninves cash 76,350 77,200 12 5,928 306,247 1.436 6,276 291,400 1,512 So¢sal Investents io CURRENT ASss Debtors 1,200 333 Cash at bank and on deposit 12 49,238 33,174 50,438 33,507 CREDITORS Atnounts falling due within one year NET CURRENT ASSETS 13 (7.0951 (8,489) 43,343 25.018 CREDITORS Amounts falling due after more Ihan one year 13 1470) (2741 NET ASSErs 18 350.556 317.656 RESTRicfED FUNDS Permanent Endowment Fund l{gl, 16, 18 l{h), 16, 18 l(il. 16. 18 l(jl, 17. 18 64,596 60.969 Expendable Endowment Fund Members, Endowment Fund 127,846 107.554 387 348 Social Investment Fund 1,750 1,7SO Other restricted funds l[k}, 17, 18 55.030 51,897 UNRESTRICTED FUNDS Designated Capital Fund Clothworker Members, Fund i[11, 15, 18 l(m), 15. 18 l{nl, 15, 18 1101, 15, 18 99,893 94,283 15 Designated Proactive Graftts Fund General Fund 200 1,054 640 TOTAL FUNDS 350,556 317,656 The notes on pages 2 1 to 35 form part of these accounts. The financial statements were approved by the Board of Trustees and authorised for issue on 1st luly 2024 and are signed on their be by.. Hanif Virji Peter lonas Chair of The Clothworkers, Foundation Chair (Trf the Finance, Investment and General Purposes Committee 19
THE CLOTHWORKERS, FOUNDATION YEARENDED 31 DECEMBER 2023 CASH FLOW STATEMENT 2023 2022 Notes £'ooo £'ooo £'ooo £'ooo Net cash outflow from operatlng artivities Cash flows from Investlng actlvltles Investment income receipts Rental and interest income 14 111.5361 (4,3941 5,60B 3,550 4,988 80 Purchases of investments 19.258) 14.309 Sales of investments Decrease/{increase) in cash awaiting investment 349 Net cash Inflow from Investlng actlvlties Cash flows from Ilnanclng actlvltles Endowment donations recelved 9,507 5,267 18.093 23.944 Net cash Inflow from financing activities Increase In cash and cash equivalents Cash and cash equlvalents at the startoftheyear Cash and cash equlvalents at the end ofthe year 18.093 23.944 16.064 24.817 33.174 8,357 49,238 33,174 ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR Cash Equlvalents £'ooo Cash at bank E'OOO Total £'ooo At I lanuary 2022 3,701 4.656 8.357 Net cash inflowl(outflowl 2,791 22,026 24.817 At 31 December 2022 6.492 26,682 33.174 Net cash (outhow}/inflow 41,454 [25,390) 16,064 At 31 December 2023 47,946 1.292 49.238 The Clothworkers, Foundation does not have any debt (2022.. none). 20
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS ACCOUNTING POLICIES The Clothworkers, foundation is a charity registered with the Charity Commission Iregistration number.. 2741001 and a company limited by guarantee {reglstrarion number.. 1321952) iii Ingland and Wales. The registered offic¢ and principal address is first floor. 16 Ea5tcheap. London IC3M IBD. (a} Basis of accounting The Financlal statements have been prepared under the histoi'ical cost convention as modlfied by the revaluation of invcstmenrs to market value and in accordance with applicable accounting standards. The financial statemenis have been prepared in it ccordlL nce with the Statemenr of RecotnmeTrded Pi'actice for Charities (SORP 20191, the Companies Act 2006 and thE applicablp accounting standards [fRS 102). The Financial sratom¢nts have been prepared In UK 5tei.ling curj'ency and rounded to the nearest £1. The fjnancial statements have been prepared on a going concern basis and the foundation meets the definition oFa public enlity under fRS 102. The principal accounting policies adopted are described below and are consistent with previous years. (b) Investments Investments are stated £lf market value aThd consist of tsnirs In listed investment funds, fi-eehold pi'opei'¢y, two leasehold propcrties and cash awaiting Investment. Grlins and lusseson the sale and revaluation of investmenrs are shown in the Statement of financial Acrivitles. (c) Social investments Social investments comprise cOnSsIonarY loans and mixed motive investment5. Where the investment isa ¢onces5ionary loan, the carrying value of the loan reflects the origin21 loan value nei of any repayments oi. pi'ovisions for aTnounts nat oxpected to be rocovered. Mixed rnotive investments are inirially rtJea5ured at the transaction price of rhe investment and subsequently at thekr fair value where thi5 can be measured rclsably. Where ihi5 15 not possible, Ihey are me£lsured c1t cost less imp3irment. Any movements on mixed motive investments are included as gains or losses on financial investments withTrn the Stateincnt of financial Activltles. (d) Income Donations al-e accountcd for when they become reccivable. Investment income is i'ecognised when it becomc5 'ex-dividend'. Renkl income, and deposit interest are J'ecognised accordlng to rhe period to which it relares. (e) Costs ofgenerating funds These are the costs of managing listed, property and cash Investmcllrs. Investment management fees sutfered within fund investments are grossed up. based on the fee rate .Ipplied to mai'kef value. (Q Grants to charitable organisatlons Grants are accouTLted foi. in the year in which a binding obligation arises. This includes gi'ants payabl¢ in a future year whei'e any relcvant conditions have been lulfilled by tlic balance sheet date. or are dependent on an exr¢rnal event over whiLlI tlie Fivundarion ha5 no coiitI"ol. (g) Perllnent Endowment Fund The permanenr cndowjnent ha5 been received bywayofdonations over a numberofyears. All such donarions have been made subjeci io a restriction, stipulated by the donors, rhat the capital shoiild be invested and Trot d15tribLlted. l-lowever. rhe ineotne ar15in¥ from the 7nve5ted capital 1$ 10 be used for general purposes and ts, therefore. included in the General fund. An 21
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS ACCOUNTING POLICIES (continued) appropriate proportion of the costs of generatlng Income Is charged to this Fund. Also included within this Fund is the capital transferred from the Charity of Margaret Holligrave in Z004 Isee note 16}. (h) Expendable Endowment Fund The expendable endowment has been received by way of donations over a number of years subject to a condition that capital could be retained or distributed as the Truslee5 detertnined. The income arising Froln the invested capital 15 to be used for general purposes and is, therefore, included in the General Fund. An appropriate proportion of the costs of generating income is charged to this Fund. (i} Members, Endowment Fund At I lanuary 2010, £3,000 was transferred from the Permanent Endowment Fund to a new Members, Endowment Fund. This amount represented certain legacies, lifetime gifts, and donations from members of The Clothworkers, Company, relating to the year5 2001 to 2009, plus accumulated capital appreciation. Subsequent endowment donations from such tnembers have also been credlted to this Fund.. investment income arising from its assets is credited to the Clothworker Members, Fund. An appropriate proportion of the costs of generatlng Income is also charged to the Members. EThdOwent Fund. ti) Soaal Investment Fund The Social Investment Fund was established in 2017, to which are credited donations received subject to a restricdon that they be applied to social investment (see note 17). (k) Other restricted funds Three restricted funds relate to three previous Trusts which formerly existed as separate charities. During 2013, the Foundation applied to The Charity Commission for permission to pay the assets of the three Trusts, for which it acted as corporate trustee, to The Clothworker5' Foundation. The transfer was in accordance with section 282 01 the Charities Act 2011 and, having gained the consent oFthe CommissEon, it took place as at 3 October 2013. The assets transferred, and rhe income arising on those assets, are administered by the Foundation as restricted fund5. Wlth grants being made to beneficiaries broadly in accordance with the objects and distribution policies of the three original chariiies {see note 17). O) Designated Capital Fund The Designated Capital Fund was set aside in 1996 out of unrestricted funds for the purpose of providing for the furtherance of the charirable aims of the Foundation. The Fund represented the disposal proceeds arising from the sale of a leasehold property investment in 1994, together with the amounts previously retained in recognition of the depreciation of the lease. Although the Fund is not restricted, It is the Trusrees, Intendon to maintsin it over the long term in order to generate resources for future beneficiaries. Income arising from the Fund is credited to the General Fund. An appropriate proportion of the costs of generating income is charged to the Designated Capital Fund. {m} Clothworker Members. Fund (prevlously Clothworkers. Charlty Fund) The Livery Fund was established In 2005., it was renamed as the Clothworkers. Charity Fund (CCF) in 2019. and the Clothworker Members, Fund [CMF) in 2022. The CMF is made up of regulardonations from the membership ofThe Clothworkers. Company. which are matched by donation5 from the Company itself. Investment income arising on the Members. Endowment Fund is also credited to the CMF (see note 15). 22
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS I. ACCOUNTING POLICIES (continued) The income of the Fund 15 distributed annually.. distribution5 are recornmended by the Clothworker Members, Fund Committee, taking into account preferences expressed by the donors regarding rhe selected beneficiary charities of rhe year. In rhe event of a deficlr arising on the Fund, a compensating transfer is made from the General Fund. (n) Deslgnared Proactlve Grants Fund (DPGF) The DPGF was established during 2019, in order to provide greater clarity in the reporting of the Proactive grants programme. A transfer is made ro the DPGF each year based upon the average amount to be allocated to proactive grants., this transfer is paid from the General Fund, or restricted finds, as appropriate. Proactive grant commitments are charged to the DPGF,. it is planned that these will match the transfers received, taking one year with another. If a deficit arise5 on the DPGF in a particular year, this is offset in full by a temporary loan from the Expendable Endowment Fund. (o) General Fund With the exception of restricted donations, and investment income allocated to the Clothworker Members, Fund and restricted funds, all income arising is credited to the General Fund. Expenditure on support costs and governance is charged to the General Fund. When budgets are set, the level of grants is determined with reference to the agreed reserves policy. {p) Significant accounting judgments and estimates The preparation of the financial statements in accordance with FRS 102 reouires management tts exercise judgement in applying the Foundation's accounting policies. The areas where rhe Foundation considers the judgements to be the most significant involve as5umption5 or estimares in respect of future events where actual results may differ from these estimates. The estimate of the valuation of investment properties is considered slgnificant {see note 9). DONATIONS Unrestricted Funds Clothworker Members, Fund 2023 £'ooo Restrlcted Funds Members. Endowment Fund 2023 £'ooo General Fund Expendable Endowment Fund TOTAL 2023 £'ooo 2023 £'ooo 2023 £'ooo The Clothworkers. Company Ratnteazle Limited Member donations 829 59 18,074 18,971 62 121 io 19 72 19,043 829 18.074 Unrestricted Funds Clothworker Members, Fund 2022 £'ooo Restricted Funds Members. Expendable Endowment Endowment Fund Fund 2022 2022 £'ooo £'ooo General Fund TOTAL 2022 £'ooo 2022 £'ooo The Clothworkers, Company Ramteazle Limited Member donations 2.494 59 71,925 74,487 113 113 68 74.668 59 118 2,607 18 71,925 Member donations are received from members of The Clothworkers, Company, including Gift Aid retoveries, and are credited to the Clothworker Members. Fund, or Members, Endowmeni Fund. in accordance with each memberfs wishes. 23
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 NOTES TO THE FINANCIAL STATEMENTS INVESTMENT INCOME Investment income arises from units held in variou5 listed investment funds., these funds are invested in UK equities, overseas equities. fixed interest funds. and a commodities fund. OPERATING LEASES The Foundation acts as a lessor in connection with operating leases and continues to recognise the as5et5 subject to the operating lease as assets on its balance sheet The lease atnounts received from the lessees are recognised in the Statement of Financial Activities on a receivable basis. The leases relate io the rental of property. The future minimum lease receipts arising from non-cancellable operating leases are shown below. The amounts due to the Foundation fall due as follows.. 2023 £'ooo 2022 £'ooo Within one year Between two and five years After flve years 806 3,221 27,336 31,363 806 3,223 28,140 32,169 COSTS OF GENERATING FUNDS The cost of generating funds consists oflisted investmentman3geTnent fees and investment property management costs,. these are charged to the Designated Capital Fund [see note IS), the endowrnent Funds [see note 16), and some restricted Funds [see note 17) in proportion tt> the investment holdings of each fund. Some additional fees are also incurred in respecrofthe Foundation's cash managementservice., these are charged to income (General Fund- see note 15). TRANSFERS The following transfers were made during the year.. Expendable Endowment Fund General Fund Deslgnated Proactive Grants Fund (DPGF) Social Investment Fund TOTAL £'ooo £'ooo (900) £'ooo 900 £'ooo £'ooo Funding for Proactive Grants programme To reset DPGF balance [114) 114 Allocate to current year [349) 349 [463) [5SI) 1,014 24
THECLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER ZOZ3 NOTES TO THE FINANCIAL STATEMENTS TRANSFERS (continued) The Trustees agreed to make a transfer from the Expendable Endowment Fund to the Designated Proactive Grants Fund to fund two specificcommitments Tnade under the Proactive Grants programme. The Trustees decided to transfer E349,000 [2022.. £196,000) from the Expendable Endowment Fund to the General Fund in order to supplement inconie froTn the listed investment portfolio, and to facilitate a higher level of grant-making. CHARITABLE GRANTS 2023 £'ooo 2022 £'ooo Proactive progranimes.. Racial Equity Better Futures Care Leavers 1,200 50 2SO 1,200 300 Alcohol and Substance Misuse Domestic and Sexual Violence Homelessness Disadvantaged Minority Communitles Older People Facing Disadvantage People with Disabilities Prison & Rehabilitation Visual Ittlpairment Young People Facing Disadvantage Economic Disadvantage Other Total grant commitments Returned /cancelled grants Total grants 266 505 815 1.178 337 2,337 287 206 427 381 1,596 514 1,585 69 113 2,031 128 1,928 285 9.271 {3571 8,914 269 7,491 iiooi 7.391 Details of grants made are published in the Foundation's Annual Review which can be downloaded from the Foundation'5 web51te Iwww.clothworkersfoundation.orguk). 21 grdnts accrued in a prioryear were returned or cancelled {2022.. 11). All grants were awarded to institutions. 25
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS SUPPORT COSTS 2023 £'ooo 2022 £'ooo Administratlve services provided by Ramteazle Ltd: Staff costs Other costs 845 568 1,413 619 286 905 Dlrect costs: Auditors, remuneration- audit services non-audit services 28 14 Other governance costs Proactive grants - dlrect costs OthersUPPOrtcosts 17 36 89 1.583 13 25 961 No staff are directly employed by the Foundation. Staff COSLS are incurred by Ratnteazle Limited (a wholly owned subsidiary of The Clothworkers, Company), frotn which the Foundation purchases administrative Services in accordance with its service agreement. Staff salaries including key management personnel are assessed annually by The Clothworkers, Company'5 Staff Sub-committee, which includes Company Members who are also Trustees ol the Foundation and therefore represent the Foundation's interests. The Staffsub-committee make their assessment based on market benchmarking and prevailing economic conditions, ensuring that staff are paid fairly with a view to retaining and attracting appropriately skilled staff to deliver the Company and Foundation's objective5. The Foundation's share of total remuneration paid to key management personnel provided a5 part of this service was £201,803 (2022.. £152,268). No Trustee may receive any salary or fees or receive any remuneration or other benefiL Other than expenses reimbursed, from the Foundation save as expressly permitted by the Articles of Association. During the year payments to Trustees totalled £90 [2022.. £175). 26
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER Z023 NOTES TO THE FINANCIAL ATEmENTs INVESTMENTS 2023 £'ooo 2022 £'ooo Listed investrnents Carrying value at I january Add.. Acquisitions at cost Le5s'. disposals at Carrying value Iproceeds.. £14,303,179) Net gain/{lossl on revaluation at 3 1 December Marketvalue at 31 December 207,924 214,885 23,992 (14.207) (16,746) 207,924 16,045 223,969 Investment property Carrying value at I lanuary Add.. Acqui51tions at cost Net loss on revaluation at 31 December 77,200 46.300 33,26S (2.365) 77,200 {850) 76,350 Marketvalue at 31 December Cash to be invested 5,928 6,276 Total Investments at Market Value 306.247 291,400 The investment properties were formally professionally revalued at open market value as at 31 December 2023 by Knight Fi-athk LLP (2022.. Capital Real Estate Partners LLP). The properties were valued using the investment method of valuation., this means that the passing rent and estimated rental values have been capitalised using investment yields. Purchaser's costs have then been deducied to arrtve at a net Value.) The valuation of the Foundation's investment portfolio is inherently subjective. It is based on a number of assumptions including, bur nor limited to, maiters such as the underlying tenure and tenancy details for the properties, prevailing market yields and comparable market transactions. As a result the estimated values of the Foundation's investment properties are subject to a degree of unrertsinty and are determined on the ba5ls of assurnptions which may not prove to be accurate. 10. SOCIAL INVESTMENTS During 2019 and 2020, commitments of£ 150,000 and £50,000 were made to the CAF Venturesome Ftsnd, and London Play Design. respecrively. Borh commitments were fully paid up during 2020. In 2023 £107,187 was repaid by the CAF Venturesome Fund. In 2021 three commitments totallÉng £1.45 million were made.. Refuaid 1£200.000, fully paid)- Charity Bank [£1 million, fully paid),. and Women In Safe Homes Fund [EZ50,000 fully paid) To date £160.248 has been drawn down from the Women in Safe Homes Fund including £42.748 in 2023. and agreed repayments oF£6,786 received from London Play Design. Ai 31 December 2023, commitments of £89,572 to the Women in Safe Homes Fund remain outstanding (2022.. £132.500). In December 2023 3 committnent of £1 million w35 made to the Rewvery Loan Fund. 27
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS 11. DEBTORS 2023 £'ooo 2022 £'ooo Intercompany- Clothworkers Colnpany Accrued income and prepayrnents Other debtors 322 866 12 333 1,200 333 12. CASH AND DEPOSITS Ar 31 DeceTnber 2023 all money on short-term deposit was held in interest-bearing bank accounts, or in a managed cash fund. Cash and deposits totalling £49,238,000 (2022.. £33.174,000) is reported within current assets, and an additional sum of £5.928,00012022.. £6,277,000), derived from endowment donations received. is included in fixed assets. 13. CREDITORS 2023 £'ooo Z022 £'ooo Amounts falling due within one year Grants commitments unpaid Other accruals Rent receivable advance Other creditors 6.656 63 360 16 7.095 6,690 28 315 1,456 8,489 Amounts falling due after more than one year Grants commitments unpaid 470 274 Rent receivable in advance relatss to rent for the 1st quarter of 2024 that was Involced in 2023. 14. RECONCILIATION OF OPERATING SURPLUS TO NEF CASH OUTFLOW FROM OPERATING A]VITIEs 2023 £'ooo 17,705 243 118,0931 [5,8513 [1,797] [1.754] 119 [43) (867} 1,198 11.536 2022 £'ooo 71,385 335 [71,944) {S,324) {2) (78) Operating surplus Investment and property management expenses Donations received into endowed ndS Investment income receivable Rental income receivable Interest receivable Repayment of social investment loans Social investment payments (Increasel/decrease in debtors Increasel(decrease) in creditors Net cash outtlow from operatlng acdvfitles (44) [8) 1,286 4.394 28
THE CLOTHWORKERS. FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS 15. UNRESTRICTED FUNDS Clorhworker Members. Fund Desl8nated Proactive Grants Fund General FutLd Deslgnated Capltal Fund Total £'ooo 795 £'ooo 19 £'ooo £'ooo 101,778 £'ooo 102.592 2.725 Balanceat I lanuaryZ022 Donations Isee note 2] Rental income Investment income Deposit interest and other income Costs ofgenerating funds Support costs Grants to charitable organisations Transfer Irom Expendable Endowment Fund Transfer from General Fund Reverse loans from Expendable Endowment Fund Transfer from Expendable Endowment Fund Realised gains on investments Unrealised Eains on investmeTtts Balance at 31 December 2022 Donations [see note 2) Rental income 2.607 118 4,181 4,188 78 (io) [9611 15,7481 196 78 (136) [961) (6.177) 196 (126) (129] {300) [500) 500 37 37 (7,406) 94,283 [7,406) 95.138 950 1,796 4.697 640 Is 121 200 829 1,796 4,689 Investment income Deposit interest and orher income Costs of generating funds Support costs Grants to charitable organisations Transfer from Expendable Endowment Fund Transfer from General Fund Loans from Expendable Endowment Fund Transfer froTn Expendable Endowment Fund Realised gains on investtnents Unrealised gains on investments Balance at31 December2023 1,754 1,754 1721 [1,5691 (6.4621 349 [511 (123) [1,583) (7,8061 349 (141 [1.200) (144) [9001 900 114 114 5.661 99,893 5.661 100,947 1,054 General Fund All income and costs are credited or debited to the General Fund. excluding those amounts which must be credited or debited to other Funds. All grants are debited to the General Fund unless they are assigned to the Designated Proactive Grants Fund, the Clothworker Member5, Fund. or other restricted Funds. 29
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER Z023 NOTES TO THE FINANCIAL STATEMENTS 15. UNRESTRicfED FUNDS (contlnued) Clothworker Members. Fund The Clothworker Members, Fund is credired with donations from members of The Clothworkers. Company, and tnatching donaknons from the Company itself. The Fund is also credited with rental income and investment income derived frotn the Mernber5' Endowment Fund. Grants debited are determined by the Clothworker Members, Fund Committee. Designated Capltal Fund The Designated Capital Fund was established for the reasons explained in note l(kl. All income arising is credited to the General Fund. Designated Proactive Grants Fund The Designated Proactive Grants Fund wa5 established for the reasons explained in note Ilml. 30
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 NOTES TO THE FINANCIAL STATEMENTS 16. ENDOWMENT FUNDS Expendable endowmènt Permanent endowtnent- general Perrn2nent endowment- Margaret Holligrave Members, endowment Total £'ooo 38.674 71,925 £'ooo 54.999 £'ooo 10,817 £'ooo 357 18 £'ooo 104,847 71,943 Balance at I lanuary 2022 Donations (see note 2) Repay loans from Designated Proactive Grants Fund Transfer to Designated Proactive Grants Fund Transfer to General Fund Transfer to Social Investment Fund C05tg of generating fi]nds Realised losses on investments Unrealised gains on investments Balance at 31 December2022 11961 1196) (48) 14 (681 20 (14) 1130) 38 12,815) 107.554 18,074 14,002) 50,949 [787) 10,020 (27) 348 19 [7,631) 168,871 18,093 Donations (see note 2) Repay103ns from Designated Proactive Grants Fund Transfer to Designated Proactive Grants Fund Transfer to General Fund Transfer to Social Investment Fund Costs of generating funds Realised losses on investments Unrealised gains on investments Balanceat31 December 2023 1114) 1349) 1114) [349) 158) 129) [51 {92) 2,739 127,846 3,059 53,979 602 20 6,420 192,829 10,617 387 Permanent Endowment Fund This Fund include5 the capital portion of the Charity of Margaret Holligrave which was transferred to the Foundation by a Scheme of the Charity Commission dated 9 March 2004,. the value of the capital portion of the Charity at that dale was £3.943,763. At 31 December 2023. the porrion of the Fund representing the capital of the Chai'ity wa5 valued at £10,617,029 [2022.. £ 10,020,605). The Scheme permitted income ai'ising from the endowment to be distl'ibuted for such charitable purposes as the Foundation shall determine. All income arising is credited to the General Furtd. 31
THE CLOTHWORKERS, FOUNDATION YEARENDED 31 DECEMBER2023 NOTES TO THE FINANCIAL STATEMENTS 16. ENDOWMENT FUNDS (contirtued) Expendable Endowment Fund Donations have been receSved from The Clothworkers, Company over a number of years with the express intention that they be treated as an expendable endowment fund. The gifts were made with the instruction that the capital should be used as an endowment bul could be distributed Should the Trustees decide to do so in the future. All income arising is credited to the General Fund. Members. Endowment Fund Donations are received from members of The Clothworkers, Company. Where the tnember stipulates that the donation should be retained and invested, it is credited to the Members, Endowment Fund. All such donations are matched by The Clothworkers, Company. All income arising ts credited to the Clothworker Members, Fund. 17. OTHER RESTRICTED FUNDS Social Investment Welfare of the Blind £'ooo 13.266 Rellef In Need £'ooo 31,651 Education £'ooo 11.182 Total £'ooo £'ooo 1,749 Balance at I lanuary 2022 Rental income S7,848 Investment income 226 640 268 1.135 Transfer from Expendable Endowment Fund Costs ofgenerating funds Grants to charitable organisations Realised losses on inve5tmentS (14) {240) [39) [680) 12 (16} [294) (69) [1,214) 21 Unrealised gains on investments Balance at 31 December 2022 (812) 10,346 [2,299) 29.285 (963) 12,266 [4,0741 1,750 53,647 Rental income Investment income 230 651 273 1,154 Transfer from Expendable Endowment Fund Costs of generating funds Grants to charitable organisations Realised losses on investments [6) {256) [16) {S77) (6) {275) (28) (1,108) Unrealised gains on Investments Balance at 31 December 2023 621 1,757 31,101 736 3,114 1,750 10,935 12,994 56,780 This Fund was established in 2017.. total initial donatLOrts of £750.000 were received from The Clothworkers, Company. During 2021, the Trustees agreed a transfer of £1,000,000 into the Fund, sourced from the Expendable Endowment Fund. 32
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS 17. OTHER RESTRICTED FUNDS (contlnued) These funds relate to resources transferred from three Trusts in 2013. plus subsequent net income and investment gains and105ses (see note l{j)}. Investment management costs are charged against each Fund, but other running costs are met by the General Fund olthe Foundation. Grants are made in accordance with the objects of the original charities, as set out below. Where the objects of a Fund require that preference is given to a particular constituency when applying a proportion of rhe income, the Trusiees give precedence to such appeals when considering applications. Educadon: The income is used to advance the education of the public, with preference in respect of 75% of the incnme being given to persons under age 25 who live in, or attend educational establishments in, or whose parents live in, Greater London. Relief in Need: A minimum 0192.5% ofthe income is used to relieve hardship, Subject to the following preferences.. 4% ro people who reside in the London Boroughs of Islington and Camden., then to people who reside in neighbouring boroughs and then to people who reside In Grearer London.. 3% to people who reside in Gater London. then to people who live in neighbouring Counties.. and then to people who reside in the remainder of the U Welfare ofthe Blind: A minimum of two-thirds OF the income is used to relieve hardship of people in the UK who are visually impaired. 18. ANALYSIS OF NET ASSETS BETWEEN FUNDS Endowment funds Other restricted funds (see note 16} (see note 17) Unrestricted funds Total Funds 2023 General Designated Capltai £'ooo Other £'ooo £'ooo £'oo £'ooo £'ooo Listed investments and freehold property Fixed asset cash Social investments at cost Current assets 99,893 167,999 32,427 300,319 5,928 5,928 1,436 1.436 7,562 16,038) 1470) 1,054 18,902 23.974 (1.057) 50.438 (7,095) {470) 350.556 Current liabilities Long term creditors 99,893 192,829 56,780 Total funds include revaluation reserves of £82,950.000 (2022.. £67,755,000). 33
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER2023 NOTES TO THE FINANCIAL sfATEMENTS 19. RELATED PARTY TRANSACTIONS A majority of the Trustees of The Clothworkers, Foundation are members of the Livery of The Clothworkers, Company, which means that the two organisations are relaied parties. All transactions were entered into on normal comrnercial terms. Transactions concerning related parties were as follows.. 2023 £'ooo 2022 £'ooo Amounts recelved/(pald) Donations.. The Clothworkers, Company Ramteazle Limited Adtninistrative seryice charges.. Rarnteazle Litnited 18,971 74,487 113 1.413 1905) Debtors/(credltors) The Clothworkers. Company Ramteazle Limited 313 (1,4551 322 Ramteazle Limited is a wholly owned subsidiary ofThe Clothworkers, Company. There were no potentlal confllcts of interest involving Trustees. 34
THE CLOTHWORKERS, FOUNDATION YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS COMPARATIVE STATEMENT OF FINANCIAL A1VITIEs Unrestricted Funds {note 15) Restrlcted Funds (noLe$ 16. 17) Total Clorhworker MeTnber5'. Deslgttated Proactlve Granis. an GetLeral (notes 11. lrn,Inl DeslEoated Capital (uoie Ikl Social Investment, and Other {no¢e il, 111 Endowment5 (nores If, l&lbl zozz 20Z2 Z02Z 2022 2022 £'ooo £'ooo £'ooo £'ooo E'ooo INCOME from: Donations 2,724 71.944 74,668 Rental income Investment incoTne 4,188 1,136 5,324 Deposit interest and other income 78 78 Total Income 6,992 71,944 1,136 80.072 EXPENDITURE on: Raising funds iio) (126) 1130} [69) {33S) Charitable activities Grants to charitable organisations Support costs (6,177) 11,214) (7,391) (961) {961) Costs ofgrant-making (7,138) 11,2 14) 18,352) Total Expendlture (7,148) (1261 [130) 11,Z83) 18,687) Operating (deficit)/surplus (156) [126) 71,814 {147) 71.385 Transfers 196 [196) Gains /llossesl on investments- realised 37 38 96 unrealised [7,406) [7,631) 14,075) (19,1121 Net (expendlture)/lncome Fund balances brought forward at l January Fund balances carried (orwardat31 December 41 (7,495) 64,024 14,201) 52,369 B14 101,778 104,847 57.848 265.287 855 94,283 168,871 53,647 317.656 35