Think new things Make new connections THE COUNCIL'S ANNUAL REPORT AND ACCOUNTS 2024-2025 *AEBWK09K* 2610912025 COMPANIES HOUSE A30 TABLE OF CONTEIYTS The Ditchley Foundation Office Holders, Trustees and Committee Members Finance and General Purposes Committee Programme Committee The Trustees. Annual Report Aims, Objectives, Activities and their Public Benefit Report of 2024-2025 The 2024-2025 Programme of Events Other Projects The Ditchley Team and Govemance Plans for the Future page 2 page 3 page 3 page 4 page 6 page 6 page 9 page 10 page 11 P8ge11 page 13 page 15 page 15 page 16 page 16 page 16 page 18 page 18 page 18 page 18 Financlal Review Development Report Private Events and Other Income Resetves Policy Financial Resilience Statement Fundraising Compliance Notice Structure, Govemance and Management Trustees, Responsibilities Principal Activities and Business Review Dividends Directors Consolidated Accounts Independent Auditor's Report to the Members Consolidated Statement of Financial Activities page 19 Pag8 23 page 24 page 25 page 26 page 27 Consolidated Balance Sheet Charity Balance Sheet Consolidated Statement of Cash Flows Notes to the Accounts Page 1 Offlce Holders. Trustees and Committee Members COUNCIL OF MANAGEMENT rustees of the Foundationj Chairman The Right Honourable the Lord Hill of Oareford CBE Members of the Council Ms Rushanara Ali MP (retired 27 September 2024) The Lord Bridges of Headley MBE Ms Pamela Dow Mrs Marjorie Neasham Glasgow BEM LL His Excellency the Honourable Ralph Goodale PC The Right Honourable Dominic Grieve KC (retired 25 September 2024) Slr Julian King GCMG, KCVO Mr James Landale The Rt Hon the Lord Mandelson (retired 5 February 2025) Mr Jamie P Merisotis Mr David Morrison Mrs Ellzabeth Padmore (retired 25 September 2024) Ms Emma Reynolds MP (retired 25 September 2024) The Most Honourable The Marquess of Salisbury KG KCVO PC DL The Honourable Rupert Soames OBE (appointed 25 September 2024) The Honourable Robert Wills Company seC￿lary Ms Katie Williams ' The High Commissioner for Canada serves as an ex-officio member ol the Council of Management for the duration of their tenure as representative to the Court of St James. THE FOUNDATION'S EXECUTIVE STAFF Director. Mr James Arroyo OBE Chief Operating Officer,. Ms Wendy Shepherd (to 30 November 2024) Chief Financial Officer.. Ms Esther Teeken (from 12 December 2024) Head of Programme Delivery, Estates and Operations, and Company Secretary.. Ms Katie Williams Registered office: Ditchley Park. Enstone, Chipping Norton, Oxfordshire OX7 4ER A company registered in England (No. 599389) Ilmiled by guarantee and not having a Share Capital, registered as a Charity (No. 309657) and exempt from Income Tax and Capital Gains Tax. Auditors.. Gravita Audit Oxford LLP, Oxford Bankers.. Barclays Bank plc, Oxford Investment Managers.. Partners Capital LLP, Cazenove Capital Managemenl Solicitors: Bower & Bailey. Mccarthy Denning (HR legals) and Gillespie MacAndrew (Scottish Solicitor) Page 2 FINANCE AND GENERAL PURPOSES COMMIThEE Chainnan Mr David Morrison Members Mr James Arroyo OBE Mr Nicholas Ferguson CBE Mr Daniel Higgins (appointed 2 September 2024) Mrs Elizabeth Padmore (retired 25 September 2024) The Honourable Rupert Soarnes OBE Elisabeth, Lady Stheeman The Honourable Robert Wills Secretary Ms Wendy Shepherd (to 30 November 2024) Ms Esther Teeken (from 12 December 2024) PROGRAMME COMMirrEE Chairman The Rt Honourable Douglas Alexander MP (retlred 18 July 2024) Vacant Members Mr James Arroyo OBE Ms Rhiannon Bearne (retired 16 May 2025) Mr Rudiger 8ohn (retired 23 October 2024) Ms Jessica Cecil Mr David Claydon (appointed 14 Febru8ry 2025) Ms Lucy Coutinho (appointed 14 March 2025) Deputy High Commissioner Robert Fry Mr Alan Gemmell MP (appointed 3 March 2025) Mr Charles Grant CMG (relired 16 May 2024) Mr Will Hines (retired 8 May 2024) Mr Darren Jones MP (retired 4 September 2024) Mr Karl-matthias Klause (appointed 19 December 2024) Mr Hiroshi Matsuura (retired 23 October 2024) Ms Alison McGovern MP (retired 22 October 2024) Professor Melinda Mills MBE F8A FACSS (appointed 4 March 2025) Dr Munira Mirza Dr Theo Mitchell (appointed 14 February 2025) Professor Rana Mitter OBE FBA 'Mr Sam Selvadurai (nominated 9 June 2025) Ms Sonia Sodha Dr Marc Warner (appointed 14 March 2025) Ms Kate White CMG (appointed 10 May 2024) ' Nominated to represent Ms Kate White CMG Secretary Ditchley team members by rotation Page 3 The Trustees. Annual Report Aims, Objectlves, Activltles and their Public Benefit The overarching aim of the Foundation as set out in its Articles of Association is "to promote, cary out or advance any charitable objects, and in particular any branches or aspects of education, likely to be for the common benefit of British subjects on the one hand and citizens of the United States of America on the otherf. More specific objectives are the advancemenl of educalion and improvement of public policy-making in the UK, North America and beyond. This broad statement from Ihe inauguration of the Foundation in 1958 still holds true but has been clarified for the challenges facing the world today. Our aim is to help sustain peace, freedom and the rule of law through the renewal of democratic societies, states and their alliances. Ditchley brings people together to think new things and make new connections. We convene frank conversations across divides and create space for strategic thinking. Our primary route to impact is through people. engaging indivlduals and organisations with direct influence over outcomes. Ditchley discussions address complex challenges th8t, as a rule. do not have simple solulions. The meeting at Ditchley was invaluable in bringing together 8 diverse gmup of people with perspectives that challenged and enriched my own thinking. The depth of discussion and the range ol expertise made it not just an exchange of ideas, but an opportunity to understand how different stakeholders approach complex challenges. It was a rare and highly productive opportunity for open, strategic debate and one that I found both stimulating and valuable. David Cleevely - Great British Growlh: how can we take the Brilish economy lo￿ard, January 2025 Ditchley is independent and not bound by the interests of any government. political party or company. We aim to find and include outstanding talent from all quarters. Ditchley is committed to ensuring and encouraging access for everyone, regardless of disability, age. gender, cultural or social background, sexual orientalion, faith, location or wealth. We publish the outcomes of conferences and other events for public benefit. We also share insights and conclusions with government ministers, civil seniants, journalists, business and technology leaders and others in a targeted way, either by direct briefings, post-conference briefings to the Ditchley community, or through subsequent small group discussions exploring particular ideas or themes which require further examination. Ditchley has an increasingly wide range of partnerships with other organisations and seeks to work on issues in coordination rather than isolation, aiming to achieve maximum impact and efficiency. The public benefits generated by Ditchley are a deeper understanding amongst decision makers and influencers of issues of international concern across different fields, delivering in turn a wider public good. By design, Ditchley addresses the systemic long-term challenges we face, and so benefits are often difficult to quantify through short-term metrics. Nonetheless these benefits are clearly attested by participants, feedback. The Drtchley Foundation's extraordinary contribution is creating space -- space to think, space to leam, space to exchange ideas. Giving policy leaders both that physic81 and mental space unlocks so many possibilities, chief among them the Page 4 potential for future meaningful collaborations with the new people they connect with through Dilchley. Jennifer Ditchbum, President and CEO, Institute for Research on Public Policy (IRPP>- The role of the Fourth Estate in democracies, December 2024 Exceptionally busy and influential people continue to make time to participate in Ditchley events, whetherface to face at Ditchley Park, at other venues abroad. or virtually. The Ditchley experience is educative even for those at the height of their careers and widely appreciated as a valuable contribution to public life, Ditchley conversations inform the reporting and develop the thinking on key issues of many respected journalists and news outlets. Ditchley's events provide trading-zones for ideas and safe spaces for frank and much- needed discussions, both of which can be hard to find elsewhere. It s a fornat well- worth supporting. Dr Felix M Simon. Research Fellow in Al and News, Reuters Institute for the Study of Joumalism - The role of the Fourth Estate in democracies, December 2024 No individual receives financial benefit from Ditchley. Where events are residential, board and accommodation are provided in exchange for participants, time and expertise. Ditchley offers the house and its gardens without charge to charities in Oxfordshire and the surrounding area for several fundraising events per annum. In the last year Ditchley has hosted 3 such events. The Foundation maintains Ditchley Park as a historic house, part of the national heritage. It Is open by appointment to individuals, groups and societies to study its history, art and architecture. The public is given access to the building in the fomi of pre-booked guided tours for a small charge. There were 2 such days during the period covered by this report. Ditchley is committed to reducing its carbon footprint and has undertaken a comprehensive analysis of greenhouse gas emissions and is actively exploring ways to develop a responsible and deliverable approach to carbon reduction. Ditchley's Director and other members of the team undertake a range of other activities to promote the reputation and objectives of the Foundation and to attract new participants and supporter5. They regularly participale in discussions with policy-rnakers and thought leaders in the UK, Europe, North America and far beyond, to explore opportunities for collaboration, attract expert participants to the Ditchley programme, and to share inslghts from Dltchley discussions. Some of the objectives stated in the Foundation's original Articles of Association of 1958 (such as'to establish fellowships, scholarships and prizes" and.to establish paid residential or other fellowships") are not currently part of Ditchley's programme but are actively belng considered within Ditchley s current development plans. All new Trustees are provided wlth a copy of the Charity Commission's guidance "The Essential Trustee (CC3)" together with Ditchley's Articles of Association. The training needs of Trustees are kept under review. The Trustees have paid due regard to the Charity Commission's guidance on public benefit in fulfilling their duties and in setting the Foundation's objectives and planning its activities. Page 5 Report of 202*2025 Context 8eiween April 2024 and March 2025, the geopolitical landscape was profoundly reshaped by the re-election of President Donald Trump. The new Administration is both more radical than the first Trump Presidency and in a hury to make the most of its opportunity, with most decisions made personally and informally by the President and a small number of dose personal contacts. rather than through the traditional machinery of state. Pursuing "America First" policies. the United Stales has embarked on a path shaped by economic self-interest, transactional diplomacy. and increasing disengagement from multilateral institutions. This shift has disrupted traditional alliances, exacerbated some global tensions, and contributed to an increasingly fragmented international order. The administration has taken a harder line on immigration and has curtailed foreign aid. especially to nations perceived as not aligning with U.S. interests. One consequence of this strategic re*valuation is a growing sense of American volatility which could well undermine the stated objectives of increased investment in the U.S. and re-industrialisation. That said, we have also seen significant upheavals in response to President Trump that could ullimalely strengthen the transatlantic alllance and support strategic competition with authoritarian challengers such as China and Russia, European countries have finally followed through on increased defence spending as demanded by the Administration and justified by Ihe continuing threat from Russia, The challenge now is to tum that spending into capability and to persuade the US to remain genuinely at the heart of NATO strategic deterrence and coordination, even if no lon9er willing to be the lead on conventional deterrence. The tarrffs announced by the President at the beginning of April have triggered a frantic parallel series of trade negotiations. It remains to be seen whether the results will be worth the cost to stability. Action on immigration has pushed the limits of presidential power and arguably the law. The Presidents, supporters point to the drastic reduction in illegal border crossings. The Democratic Party has yet to find a unifying voice in opposition but the U.S remains sharply divided and looking inward. Despite this. the President has proven definitively that he is not an ideological isolationist, helping Israel bomb the Iranian nuclear programme. Whether this will lead to the curbing or acceleration of Iran's pursuit of nuclear weapons also remains to be seen. The Gulf remains a key partner as in the first Administration. With so many initiatives launched in the first few months of the Presidency, there has to be a question on the ability to implemenl all these projects. and on consistency. But thi5 remains a Presidency in the balance in multiple ways.. by 2028 will America's alliances have been strengthened or weakened? Will the U.S.'s relative strength to China have grown or declined? These outcome5 will be central lo the democratic renewal and resilience that Ditchley was founded to support. It is no surprise therefore that much of the yearfs work has focused on understanding what is happening in the U.S. by engaging with the new Administration as constructively and open- mindedly as possible, whilst also working on the fundamental values of democracies and the preservation of the institutions, traditions and practices that underpin them, such as the rule of law. the freedom of a flourishing media, and civil society. The 2024-2025 Programme of Events During this reporting period, the core programme consisted of 11 fv11 Ditchley conferences with all but one followed by a post-conference briefing to the wider Ditchley community, enabling the swift dissemination of ideas and themes. Longer written summaries of each conference enrich these initial reflections. Page 6 In addition to the core conference programme, Ditchley has hosted 80 further one day conferences, workshops and other events. Whilst Ditchley Park remains the focus of activity, increasingly we hold discussions in London, other parts of the UK and overseas in the US, Canada and Germany. Ditchley these days Means the method and the quality of the discussion as much as the place. An important development this year was realisation of a long-held ambition to secure a base in London. Ditchley London, as it is known. is located in St James's, and provides an ideal location to host small scale discussions. as well as Ditchley'5 regular governance meetings. Evenls hosted so far have included high level meetings on trade, and rising national debt, the latter following up a similar discussion in New York. Articulating the 'green growth prize. was part of a brace of discussions on the growth potential of renewables, with the first session held in Newcastle at the Glasshouse. Ditchley London has also provlded a venue from which to host a regular series of press dlscussions to expand Ditchley's engagement with journalists and other media contacts. The first of these sessions was held in October of last year and this new initiative has proved valuable in expanding Dilchley's networf( and deepening existing connections, whilst simultaneously raising awareness aboul Ditchley and its programme. Following its launch in June 2023. Ditchley Deutschland enjoyed its first full year with a programme which included a conference, Economic statecraft in the age of geopolitical rivalry. held at Schlosshotel Kronberg. There were 9 further events which included roundtable discussions such as the How to further strengthen Gem?an-Scottish cooperation on g￿en hydrogen and offshore wind energywith Angus Robertson. the Scottish Govemment's Cabinet Secretary for Constitution, Extemal Affairs and Cufture, Innovative philanthropic approaches to democracy building. and an important side event discussion at the Munich Security Conference on the progress of the war in Ukraine. Anja Richter. formerly Country Director UK, for Hanns Seidel Foundation UK, took over from Robin Markwica as director of Ditchley Deutschland and will divide her time betwèen Germany and the UK. We have continued to partner with other organisations aligned with Ditchley's purpose, values and objectives. There have been collaborations with, for example, the MacArthur Foundalion, Lumina Foundation, the United States Indo-Pacific Command, the Annenberg Trust at Sunnylands, the Oxford Consortium for Human Rights and the Children's Investment Fund Foundation. We continue to organise Ihe programme around four enduring themes: geopolitics, democracy. technology, and energy and climate. Under those very broad headings we focus on specific complex challenges and questions that we judge are most pivotal to the resilience and renewal of democratic states and societies. l Geopolltics Geopolitics remains our prime focus, both directly and indirectly underpinning the rest of the programme. Aside from the Annual Lecture, there were 5 conferences with a geopolitical focus. In May, the Supreme Allied Commander of Europe, General Christopher G. Cavoli, once again participated in a conference exploring The implications of a long war in Ukraine. Ditchley's engagement with the US military is deepening as evidenced by the full participalion in the September conference hosted in Maryland. USA. Indo-Pacific Strategy.. how can we best develop a coherent strategy for a free, pn>sperous and peaceful Indo-PaGific? of Admiral Samuel Paparo. Commander of the United States Indo-Pacific Fleet. Page 7 Special Relationships in Uncertain Times.. how can US allies best prepare for outcomes of US elections in October, and Advancing EU-UK Cooperation.. Charting a Path to the 2025 Summit and Beyond. in March, both explored the changing dynamics on the world stage and the need to reevaluate alliances, with some urgency. The￿ have been 2 conferences on the theme of the economy with our now well*stablished business focused conference at Greentree, New York, in April 2024, Geopolitics and business.. the changing nature of the corporation, and with a focus closer to home, Great British Growth.. how can we take the British econorny forward? in January 2025. As mentioned above in the context of Ditchley London, we also hosted 2 discussions during the year on the issue of rising national debt. The first was again in New York in September, attended by Sir Robert Stheeman. former CEO of the UK Debt Management Office, The Hon Robert E Rubin, United States Secretary of the Treasury, and The Hon Bill Momeau, Canada's 39th Minister of Finance (201 &20). Sir Robert Stheeman joined the second iteration at Ditchley London in January 2025 with a range of leading figures from government and business. 11 Educatlon and democracy In June 2024, we hosted Does older mean poorer? In partnership with the Canadian Dilchley Foundation at Montebello, Quebec. Chaired, by former Canadian Finance Minister, Bill Morneau, the conference addressed the philosophical challenges, the implications for policy governance and for the economic models of developed economies. In July a small group Iravelled to Scotland for the last Ditchley retreat to be hosted at Knockando. The G￿at Reskilling.. what does il mean to prepare for a skills-based future and what are the skills needed now and in the longer term? The contexi for this discussion was the rapid development of Artificial Intelligence (Al) capabilities and participants explored what this would mean for education and work in the years through to 2030. The role of Ihe Fourth Estate in democracies in December 2024, acted as a launching pad for Ditchley's 2025 programme on the media, in partnership with the MacArthur Foundation. This programme builds on themes to emerge from the conference through a series of discussions held in the UK, Europe and the US over the course of the year. The first anchor event took place in March, Reporting the Second Tnimp p￿sidenCY.. what 8re the implications of a second Trump presidency for the news m8di8 around the wortd, and how can the news media adapt to changing audience preferences andpolitical environments? and was infomied by a series of smaller working group discussions hosted at Ditchley London exploring issues around the reporting and delivery of news stories as well as the business models to sustain media outlets. 111 Technology and democracy Once again, the impact of Al has been a recurring theme running through almost every Ditchley discussion in acknowledgement of how Al is gradually reshaping so much of how we live. In April 2024, we hosted a discussion on Al and defence which addressed three areas around the impact of artificial intelligence in defence.. the future shape of Al-enabled conflict. procurement of Al for defence. and associated organisational and human capability issues. It brought together a group of mostly British defence and artificial intelligence specialists. with expertise ranging from military operations to behavioural psychology, and included those involved in research, development and deployment of Al solutions, as well as external analysts and those with political and business experience. It informed MOD inputs into the Strategic Defence Review. Page 8 Earlier this year, continuing the exploration of how Al will impact defence capabilities. our February conference focused explicitly on Artrficial intelligence and national security in 2025, an acknowledgment that Al stands as perhaps the most transfomiative for￿ in global security, potentially reshaping how nations protect their interests and respond to threats. Other topics covered in the technology programme over the last year have included Internet govemance hosted in collaboration with the DNS Research Federation and chaired by Dr Vint Cerf, one of the fathers of the intemet and a Ditchley Governor. We have also worked with the Annenberg Foundation Trust at Sunnylands on building transatlantic community of investors under the banner US-UK Strategic Technologies Investor Council. The first meeting in November 2024. recognised that transatlantic cooperation on strategic technologies would be crucial to dernocratic countries, success in geopolitical competition with China and other authoritarian challengers and adversaries. Some of those involved in the original discussion reconvened in February for further talks. We hosted our now biannual Tech Group discussion in June 2024, bringing together a diverse group of people including industry innovators, academics and regulators. IV Climate and energy The programme of activity around climate and energy began in April 2024 with the summit. Khaki Green.. National security and opportunities for growth in the green transition. This summit set out to explore the intersection of national security and economic prosperity withln the green transition, kickstarting an extensive programrne of work over the next twelve months. The themes and ideas to emerge from Khaki Green, developed towards the November 2024 conference, Climate and security trade-offs.. Transatlantic industrial and trade policies in the green transition and two further summlts focused on Articulating the 'green gr0￿h prize. The twin sessions, one session hosted at the Glasshouse, Newcastle and the other at Ditchley London, looked at the value in prosperity terms of green transition in the UK and fed directly into the January conference, as well as supporting Dilchley's regional work in the North East. Details of all conferences. and other virtual discussions and events can be found on the Ditchley website: https'.IIww•V.ditchley.comleventslpasl-events Other Projects Alongside the delivery of the thematic programme, Ditchley has pressed ahead with a range of other projects to support the programme and its impact. Engagement wlth emerglng talent The Ditchley Intemship and Inlem Alumni programmes continue to provide a long-term foundation to our vision of engaging emergent talent on a global basis, helping to cultivate the leaders of tomorrow and inspiring them to engage wilh the complex challenges of our times. Furthermore. it is a key element of our talent pipeline. The programme engages over 50 inlerns per year from a wide range of universities and countries. In addition to a rigorous open recruitment process. Dilchley works with universities and partners including The Crankstart Foundation at the University of Oxford. The primarily virtual programme runs in a series of cohorts over Ihe year, with all either paid at or above the Oxford living wage or receiving academic credits dependent on their institution. Page 9 The programme provides an opportunity for undergraduate and graduate students from diverse backgrounds and geographies to experience the Ditchley model of leadership, engage in career exploration and development. learn new skills and participate in our network gaining exposure to new people and ideas. Since the internship programme's inception in 2019, we have developed an active network of around 300 alumni who we engage with regularly via events, debriefs, intern and alumni gatherings and networking evenings. Technology projects At Ditchley. our strength stems from our ability to convene and connect key individuals. We are enhancing this core strength through technological innovation and human insight. Our recent migration to a new CRM, Salesforce, has significanlly improved our efficiency and technical capacity, paving the way for programrne expansion. The upcoming Ditchley website relaunch will see automatic integration with Salesforce, providing a comprehensive view of our extensive work, both past and present, We are also building custom features, like a graph database fordeeper network insights and exploring how Al can further improve our operations. Heritage and Buildlng Projects After years of planning and enabled by Catherine Wills, tr8nsfomiational legacy, work began on our most ambitious building project yet, the multi-million pound refurbishment of the East Wing of the mansion to provide 7 ensuite period bedrooms of the same quality as the rest of the now refurbished main mansion and. on the ground. floor modern open plan offices for the expanding Ditchley team. The turnkey building phase of the project is scheduled for completion by end October 2025 with furnishings, already designed and selected, immediately to follow. The team should be back in the offices by the end of the year and Ihe first guests in the rooms early in 2026, Significant progress has been made with regards to the conseniation and enhancement of Ditchley's historic collections and interiors. In October 2024, we embarked on a major conservation project focused on the Velvet Room's historic textiles. The room's 18th-century Genoese velvet curtains and pelmets, original to the house's state bedroom, were carefully removed for condition assessment and fulure conservation by a textile consendator. The work was made possible by generous donor support. Ditchley Park's collection has been further enriched by two additions, both linked to Sir Winston Churchill. In September 2024, Ditchley was gifted a cigar, attested to have been smoked Churchill during a flight to Nice bel￿een 1959 and 1961. It is now being consenied in humidor in the Ditchley Llbrary. In October 2024, we were delighted to receive the gift of bust of Churchill. sculpted by artist Paul Raffety, donated by fomer Member of the Council of Management and the Finance and General Purposes Committee, Paul Newman. The bust is also now housed in the Library. The Dltchley Team and Govemance The three Ditchley Foundations, along with Ditchley Deutschland, remain committed to working in close collaboration to advance the overarching Ditchley mission. We extend our deepest gratitude to all those involved-across Ditchley in the UK. American and Canadian Ditchley. and our newest international partner. Ditchley Deulschland. We continue to work also on extending our networks and reach in Japan, supported by a range of Japanese friends of Ditchley. Page 10 It was with great sadness that we learnt of the death of Professor Joseph Nye on 6 May of this year. He was an eminent supporter of the Ditchley project and continued to serve as a Director of American Ditchley until the time of his death. The May 2025 conference which he had planned to attend, Russia s warin Ukraine, was the poorer for his absence. American Ditchley also rnourned the loss of Mr Jay Mazur who had similarly serrfed as a Director for many years. Finally, we were sad to learn of the deaths of former Governors, The Hon. Peter Jay. The Lord Renwick of Clifton and Sir John Ashworth. Plans for the Future The political upheaval in many parts of the world ensures that Ditchley's purpose, to enable open and respecfful discussion across divisions of expertise, geography. generations and political opinion, is needed more than ever. Dilchley's strength Is its independence and with its well-established transatlantic focus and networks is well placed to develop further philanthropic relationships. Alongside completion of the current rnajor capital project, the redevelopment of the East Wing, we will also explore options for the repurposing of Lower House as an extension of our conference and meeting facilities. expanding bedroom capacity for guesis as well as staff on occasions, but also providing for the possibility of small self-contained retreats and an additional income strearn for Ditchley Park Conference Centre Limited. We are working closely with our sister charity the HDH Wills Trust, which owns and manages the wider Ditchley estate alongside other assets, to identify opportunities for collaboration and efficiencies. Initiatives so far have resulted in an increased use in the kitchen of locally sourced ingredients, joined up estale tenant management, a commitrnent to a joint conservation plan across the whole Ditchley estate. and similar comblned efforts towards achieving longer term environmental sustainability. Financlal Revlew 2024-2025 This reporting year was the first to reflect fully the impact of Dr Catherine Wills, transformational legacy, amounting lo a second founding. The legacy engures the long-term financial sustainability of the Foundation and strengthens our independence and reputation as an honest broker. 11 gives a firm base for strategic partnerships and funding lo enable the Ditchley programme to continue to grow in depth and impact. During 202412025, sales were concluded on several of the more substsntial assets within Dr Catherine Wills, legacy. These included the sale of Knockando House (the principal house on the Knockando estate) together with 2 salmon fishing beats on the River Spey and 5 associated residential properties, the Michael Andrews painting School IV Barracuda (via Christie's) and a residential property in Lechlade. The Craigmill estate (part of the wider Knod(ando Estale) comprising forestry, tenanted farmland and properties, is currently being markeled for sale. We continue to explore how lo make the most of the estate. including renewables potential, whilst respecting its heritage and communities as Catherine Wills would have wanted. Pa9e11 Historically Ditchley Park and Estste has not appeared on the balance sheet as an asset having been gifted to the Foundation at its inauguration. However. and as indicated last year, from 202412025 Ihe legacy assets have also been treated differently, and have now been added to the assets register at the probate valuation and subsequently treated as income when sold, and the resulting funds reinvested. This treatment is standard practice for charity accounts of this nature, with the majority of buildings and other art assets not listed where there is no intention to sell. Management and role of Ihe Invested portlollo As reported last year the legacy funds invested and the renewables of the Knockando estate should create a diverse portfolio of revenue generating assets. Our strategy will be, over the long term, to continue to grow and diversify the invested portfolio as assets are realised and the cash reinvested. The investment portfolio with a total value of £61.2m in March 2025, consists of £51.5m of investments and a £9.7m investment portfolio in debtors whilst ownership is transferred. This compares to £17.9m in March 2024. Over the year£32m was transferred to investments made up of £25m in May 2025 of held funds, £576k from the sale of a propety in Lechlade, and £6.2m from the sale of Knockando House with fishing beats and five associated properties. Since inception, on 1s1 September 2010, the original portfolio has delivered an annualised return of 7.00/0 pa.in GBP (net of fees). A new Investment Policy Statement has been adopted by the Finance and General Purposes Committee, and endorsed by the Council of Management. The aim of this Investment Policy Statement is to set out Ditchley's objectives and policy for the management of its financial assets. This new policy will be reviewed in 12 months and will be referred to by the new investment parties upon appointment following a thorough RFP process. Ditchley's financial investments will be managed on a total retum basis, maintaining sufftcient diversification across a range of asset classes to produce an appropriate balance between risk and return. The long-tenn investment objective is to achieve annualised total returns, net of all fees and expenses, that exceed inflation (as measured by UK Consumer Price Index ('CPl")) plus 4 /0 per annum, to be measured over 5 year rolling periods. For the financial year 202512026, the cash balance will continue to be managed closely, avoiding the need for any drawdown from the Investment portfolio for operational expenditures. The longer-term capital waterfall projections, reflecting the proposed management of the legacy, should allow for the drawdown to be maintained at a maximum level of 3 % In future financial years. Strategic financial risks We now have sufficient funds to sustain Ditchley indefinitely and to provide an excellent base for further fundraising. This depends of course on professional management of the investments, hence all the effort we have put into strengthening the Finance and General Purposes Cornmittee with appropriate expertise, agreeing thoughtful policies and using investment consultants to help us choose the right investment managers. The capital investment plan for the East Wing Project is well undep4vay, following the granting of listed planning consent at the end of August 2024. The total project costs are budgeted for £3m and are fully funded by Dr Catherine Wills, legacy. Progress is on schedule and within budget and completion is expected at the end of October 2Q25. Over the course of the last financial year, a more sophisticated approach has been adopted wilh regards to risk management with risks now listed based on ranking of impact and Page 12 business criticality. Dedicated working groups have been set up to review the risk register and compliance requirements on a bimonthly basis with accountability to risks allocated to departmental I functional heads besides the Director. The working groups will use a risk scoring system to manage and update the mitigating actions regularly as part of Iheir roles and risk awareness will be expanded across the organisation. Management of finances In FY 202412025 the income was £2.4m compared to £2.Om in FY 202312024 on a comparable basis and excluding the legacy income. This includes the revenue from Ditchley Park Conference Centre Limited (DPCC) which was £387k, double the income in 202312024 of £181k. Income of £842k was higher than budgeted mainly as a result of higher DPCC income and new short temi interest income of £167k. This was as a result of well managed short-term deposits with available cash. As already mentioned, legacy income has been reflected as an asset. moving it from Income to the fixed assets on the Balance sheet this year. Total expenditure of £4.6m, was above the budget as a result of increased costs on mansion and woodlands maintenance, and repairs as a result of wealher impact and normal wear and tear. This was in line with the rolling forecast and a small uplift of £0.2m from last year at £4.4m. Half of this increase, £11 Ok, can be explained by new costs associated with the lease agreement for the space at Spencer House. Ditchley's London presence. People matters We expanded the team from 58 to 60 staff members, equivalent in FTE'S from 38 to 39 at 31 March 2025. The budget for 202512026 included an annual 4 % pay rise to reflect the rise in inflation as well as further development and expansion of the team to establish a workforce fit for purpose and future growih. We maintained our commitment to the Oxford Living Wage for all staff, both permanent and casual, to protect the lowest paid members of our team and to ensure consistency of terms and conditions. Following the year end, we received the official acknowledgement of being an Oxford Living Wage employer by the Economic Department at Oxford City Council. Development Report Oitchley raised £730k in donations during this year from a combination of individuals, trusts and foundations and corporations. We are grateful to our dedicated and growing community of supporters, new and longstanding, all of whom contribute to our mission whilst respecting our resolute independence. Donations to our 1580 Fellowship are an increasingly important parl of our unrestricted income. We hope that those who benefit from and believe in Ditchley will help us grow this income over time by joining the fellowship. Our development campaign focuses on Ditchley's programme and impact across core themes, along with a small number of historically important heritage conservation projects at Ditchley Park. We continue to maintain and build a small set of strategic partnerships which combine intellectual and financial support and allow us to further expand the programme and to increase our impact. Page 13 A full list of donors - trusts and foundations. corporations and individuals- for 2024125 is included below in alphabetical order The Aurelius Charitable Trust Deutsche 8ank General Motors John D. and Catherine T. MacArthur Foundation Lumina Foundation. Microsoft Corporation The Charlbury Society The William Delafield Charitsble Trust Anonymous Lord and Lady Aldington Thomas T. Andersen Mr Wahid Azaoui Ms Melissa Bethell MBA 8A The Rt Hon. Baroness Virginia Bottomley DL and Sir Peter 8ottomley Sir Andrew Cahn KCMG Mr Sam Daws and Ms Martha Ettouil Dr Pinar Emirdag Sir Christopher Greenwood GBE CMG KC The Rt Hon. Dominic Grieve KC Jan Hall OBE Russell and Andrea Hartley The Rt Hon. The Lord Hill of Oareford CBE Mr Will Hutton Ms Suzanne Ferlic Johnson. Sir John Kemp-welch Professor Jane E. Kirtley, JD. Mr Shigeru Kitamura The Late Sir Richard Lloyd Bt Ms Rachel Lomax Chris Mairs CBE FREng The Rt Hon Sir John Major KG CH Mr Jamie Merisotis. Col Mike and Caroline Montagu Mr Dan Morrison. Mr David Morrison Marc and Odile Mourre Mr Paul Newman Mr Paul Newman+ Margaret and Robert Nibbi Mrs Elizabeth Padmore Mr Jonathan Paris Mr Mark Pears CBE Sir John Sawers Mr James Shinn Sir Martin and Lady Smith Ms Elizabeth St.John Page 14 Lady Elisabeth Stheeman Dr Nigel Toon Dr Diana Walford CBE MD FRCP FRCPath FFPH Mr John B. Wilffloth Mr Peter Wilson-smith Dr Dawn Wright. Key: denotes supporters of The American Ditchley Foundation denotes gift-in-kind Thank you to the many individuals who support our work. Prlvate Events and Other Income Ditchley Park Conference Centre Limited (DPCC) saw several longstanding clients retum.for another year. Including The Centre for European Reform, Logos Forum and The School of Tropical Medicine from Oxford. Throughout the course of the year new organisations, such as E3G made bookings and held events. along with some of the more established contacts. June 2024 saw a new event, with a four-day retreat held by The Craig Farm Historic Foundation, for the USA, which was contracted on Ditchley Park Conference Centre's higher commercial event tariff. Throughout the year. where the programme allowed, we ran smaller day events and workshops with key partners, such as Historic Houses and Hap4vell Restoration, which provide smaller profit, but develop networks within a useful sector. Overall, the increase in DPCC events resulted in higher income for the year in comparison with FY 202312024. Reserves Pollcy The Foundation's core finances are based upon its investment portfolio (valued at £61 m as at end March 2025). which still provides the principal source of income. The portfolio is not a reserve. nor managed as such, and in the absen￿ of any dedicated reserve fund, the Council of Management consider it a matter of essential financial discipline that the value of the capital is preserved as far as possible in order thal the Foundation can deliver on its founding mission to run its programme for positive impact, rather than for profit or the interest of any party. Short term reserwe During this transitional year the funding required to support 202412025 activities besides the operational income was held separately in short to medium temi deposits with higher interest rates rather than transferred to investment. The expiry of these deposits has been matched to the cashflow requirements. We continue to have a minimum of £400k of liquid resenles available to the Foundation within a week. This sum was agreed as an appropriate amount of short-term reserve to cover contingencies such as rnajor emergency repairs. As at March 2025. the cash balance kept was £882k. Page 15 strategic long-tem7 reserves The Foundation's strategic aim is to build its invested portfolio to £70m by 202512026. The aim will be to take no more than a 30/0 drawdown annually, allowing the invested portfolio to grow over time. We are exploring a range of investment options to generate the necessary income, including renewable energy income. As at 31 March 2025, total funds stood at £102m. The level of unrestricted free reser+/es, after excluding fixed assets and designated funds, stood at £101 m. Financlal Reslllence Statement Ditchley's Trustees (the Council of Management) are assured Ihat The Ditchley Foundation has sufficient funds to enable it to continue its activities on a going concem basis for a period of at least twelve months from the date of approval of these financial statements. The budget endorsed for FY 202512026 allows for an unrestricted cash balance at the end of the period, in addition to the Foundation's invested portfolio of £61.2m with sufficient liquidity to cover any short-term urgent needs. Fundraislng Compliance Notlce The Ditchley Foundation receives income from donations and has a trading subsidiary, Ditchley Park Conference Centre Limited. The Dltchley Foundation has signed up lo the Code of Practice issued by the Fundraising Regulator. We do not carry out any direct marketing to the public and give clear instructions as to how individuals can be removed from our mailing lists. Our fundraising capability is in-house, and we do not use external commercial participators in our fundraising activities. There have been no complaints about fundraising in the year. A formal donor policy was reviewed by the Finance and General Purposes Committee and endorsed by the Council of Management in November 2024. Structure, Governance and Management The Ditchley Foundation is "a Company limited by guarantee not having a share capital., incorporated on the 24 February 1958, the Articles of Associalion having been subsequently amended on the 29 November 1966, 7 July 2007 and 7 July 2018. Members of the Foundation are currently designated "Governors" They meet at least once year, whether virtually or in person, at the Annual General Meeting of the Foundation, to approve the Annual Report and accounts of the Foundation and to receive the report of the auditors., to elect. as ne￿sSary, in accordance with the Articles of Association, the Council of Management; and to deal with other business of the Foundation. In addition to the AGM. Governors are also invited to further briefings during the course of the year and receive regular updates by email or letter. Trustees (Members of the Council of Management) are generally selected from the ranks of the Governors and invited tojoin the Council by the Chairman, acting on the recommendations and advice of the existing Trustees. with a view to maintaining a balance of experience. expertise and background within the body of Trustees. They are subsequently elected by the Governors and serve a four-year term, renewable for one further four-year temi. All Trustees are fully familiar wlth the aims and ideals of the Foundation, Page 16 The administration of the Foundation is carried out by the Council of Management. through the Finan￿ and General Purposes Committee. The day-to-day management of the Foundation is conducted by the Director, who is appointed by, and responsible to, the Council of Management. The salaries of senior members of staff are established with regard to pay levels in the sector for similar positions. From time to time, an external review of pay levels for all staff is commissioned. Ditchley Park Conference Centre Limited is the trading arm of the Foundation and oversees events at Ditchley Park when not in use by the Foundation. These events include visits (the house is a Grade I listed historic building). conferences and meetings organised by outside bodies and use of Ditchley Park for education, photography and films. The Council of Management is responsible for the management of risks faced by the Foundation. Detailed consideration and management of risk are delegated to the Director and hls staff. Risks are identified. assessed, and controls established throughout the year with a fonnal review undertaken tri-annually. A high-level Risk Register was introduced in 2018 and is now reviewed regularly with appointed working groups, six monthly at Finance and General Purposes Committee meeting and, annually by the Council of Management. With the implementation of dedicated working groups. the intention is to allocate deeper accountability across the organisation of risk management and documentation lo ensure basic operational stability and compliance. The Register has been updated with risk scoring levels of likelihood and impact. The Disaster Recovery Plan is subject to ongoing review, particularly regarding the business continuity aspects. The key controls used by the Foundation include: The above-mentioned tri-annual meetings of the Councll at which the Director and his senior staff brief Ihe Trustees. Bi-monthly meetings of the Finance and General Purposes Committee including an annual meeling of the Committee at Ditchley at which they decide on major works and review health and safety procedures. Detailed job descriptions for the Director and Senior Staff. which are reviewed in detail on changes of incumbent. Due to the value of investments, the investment strategy an(J performance is discussed at every meeting of th8 Finance and General Purposes Committee. Additionally, members of this Committee with investment experience liaise with the investment managers as often as market conditions warrant it. Bi-monthly meetings of the Risk Committee as well as the Health & Safety Committee to update and discuss any operational risks as well as track the compliance levels 1 and 2 (cornpliance with the extemal rules that are imposed upon an organisation as a whole as well as compliance with intemal systems of control that are imposed to achieve compliance with the externally imposed rules and internally agreed policies and practices). The Company Secretary and CFO report to the Director on a quarterfy basis with the relevanl risk & compliance updates which will also be reported to the Finance and General Purposes Cornmittee. Through these processes the Trustees are satisfied that the major risks have been identified and adequately mitigated where necessary. Page 17 Trustees, Responsibilities As directors, the Trustees are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice, They are required by UK company law to prepare, for each financial year. financial statements which give a true and fair view of the state of affairs of the company, and the group. and of the profit or loss of the company and the group for that period. The Trustees confirm that suitable accounting policies have been used and applied consistently. and that reasonable and prudent judgemenls and estimates have been made in the preparation of the financial statements for the year ending 31 March 2025. They are responsible for keeping appropriate accounling records that disclose with reasonable accuracy at any time the financial position of the company in recognition of Iheir responsibilities under the Companies Act 2006. The Trustees are responsible for taking reasonable steps to safeguard the assets of the company and the.group, as well as to prevenl and detect fraud and other irregularities. As far as the Trustees are aware, there is no relevanl audit infonnation (infomation needed by the Foundation's auditors in connection with preparing their report) of whlch the Foundation's auditors are unaware. Trustees individually have taken all the steps that they ought to have taken as Trustees in order to make themselves aware of any relevant audlt informalion and to establish that the Foundation's Auditors are aware of that infomiation, The Trustees are required to prepare financial statements on an ongoing concern basis, unless it is inappropriate to presume that the charity will continue in operation. Principal Activities and Business Review The consolidated statement of financial activities for the year is set out on page 23. A review of the Foundation's business during the year is contained in the Trustee's Annual Report starting on page 4 and incorporates the requirements of the Directors, report as required by company law. Dlvldands In accordance with the Memorandum of Association, no dividends may be paid to Members. Dlrectors The Members of the Council of Management are listed on page 2. By order of the Councll of Management, KATIE WILLIAMS Company Secretary Dated.. 16 Juty 2025 Page 18 The Ditchley Foundatlon (A Company Limlted by Guarantee) INDEPENDENT AUDITORS, REPOR T TO THE AIEM8ERS OF THE DifcHLEY FOUNDA TION Opinion We have audited the financial statements of The Ditchley Foundation (the 'Charity") for the year ended 31 March 2025 which comprise the Consolidated Statement of Financial Activities. Balance Sheets, the Stalemenls of Cash Flows, and notes lo the financial stalemenls. in¢luding a summary of significant accounting policies. The finanual reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards. including Financial Reporting Standard 102.. The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Pra￿l¢e1. In our opinion, the financial statements- give a true and fair view of the stale ol the group and Charity's affairs as at 31 March 2025 and of the group's income and expenditure lor the year then ended., have been properly prepared in accordance with United Kingdom Generally Accepted Accountlng PraGtice'. have been prepared in accordance wilh Ihe requirements of the Companies Act 2006. Basis for oplnlon We conducted our audlt In accordance wSth International Standards on Auditing (UK) (ISAS {UKI) 8nd applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent ol the Charity in accordance with Ihe ethlcal requlremenls 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 elhical responsibilities in accordance with these requirements. We believe that the audit evidenGe we have obtained is sufficient and appropriate lo provlde a ba515 for our opinlon. Conclusions relating lo goin9 concern In auditing Ihe financial slatements, we have concluded thal Ihe Truslees, use of the going concem 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 casl significant doubt on the Trust's ability to continue as going concem lor 8 perlod ol al least Nvelve months Irom when the financial 51alernents are aulhorised for issue. Our responsibilities and the responsibilities ol the Trustees with respect to going concem are descrlbed in Ihe relevant seth'ons of this report. Other infoTfflalion The trustees are responsible for the other infomiation. The other infomation 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 does not cover the other information and, except to th8 extent otherwise explicitly Staled in our report, we do not express any form of assurance conclusion thereon. Page 19 Th• Dbtchley Foundatlon (A Company Limited by Guarantee) INDEPENDENT AUDITORS, REPORT (CONTINUED) In connectlon with our audlt of the financial statements, our responsibility is to read the other infomallon and, in doing so. consider whether the other infomalion is materially inconsistent with the financial ststements or our knowledge obtained in the audit or othemise appears to be materially misstated. If we identify such material inconsislencies or apparent material misstalements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatefflent of this other information. we are ￿quired lo report that fact. We have nothing lo report in this regard. Opinions on oth•r matters prescrlbed by the Companies Act 2006 In our opinion, based on the work undertaken in the course ol the audit.. the information given in Ihe ttuslees, report (incorporating Ihe directors, report) for the financial year for which the financial statements are prepared is consistenl wilh the financial statèments: and the tru5tees' report (incorporating the directors, report) have been prepared in accordance with applicable legal requirements. Matters on whlch w• aro requlred to report by •xc•ptlon In the light of the knowledge and understanding of the company and Its environment oblained in the course of the audit, we have not identified material misslalemenls in the trustees, report. We have nothing to report in respect of the following matters in relation lo which the Companies Act 2006 requires us lo report lo you if, in our opinion.. sufficient accounting records have not been kept., the financial slalemenls are not in agreement with the accounting records and retums.. certain disclosures of trustees, rèmunèration specified by law are not made., or we have not obtained all the information and explanations necessary for Ihe purposes of our audit. the trustees were not entitled lo lake advantage of the small companies, exemptions in preparing the directors. report and from the requirernenl to prepare a strategic report. R•$ponslbllltles of the trustees As explained more lully in the trustees, responsibilities statement Isel out on page 181, the trustees are responsible for the preparation of the financial statements and for being satisfied that they give a true and lair view, and for such internal control as they detemiine is necessary to enable the preparation of financial statements that are free from materi81 misstalemenl, whether due to fraud or error. In preparing the financlal 5taternents, th8 truslees are responsible lor assessing the Charity's abillty to continue as a going concern, disdosing, as applicable, matters related lo going concern and using the going concern basis of accounting unless the Iruslees either intend to liquidate the Charity or to Cease operats'ons, or have no realistic alternative bul lo do so. Page 20 The Ditchley Foundation (A Company Llmlted by Guarantee) INDEPENDENT AUDITORS, REPORT ICONTINUED) Auditor's responsibilities for the audit of the financlal statements Our oblectlves are lo obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS {UK> wlll 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 lo influence the economic decisions of users taken on the basis of these financial slalemenls. Irregularilies, including fraud, are instances of non