MILLFIELD ANNUAL REPORT AND CONSOUDATED FINANCIAL STATEMENTS forthe year ended 31 August 2020 Company number: LK1522385 e8istered Charity Number.. 310283 CONTENTS CHAIRMAN'S STATEMENT REPORTOFTHE GOVERNING aoDY INDEPENDENT AUDITO￿5 REPORT 20 CONSOLIDATED STATEMEfrITS OF FINANCIAL ACnVln£S 22 BALANCE SHEErs 23 CONSOLIDATED CASH FLOW STATEMENTS 24 NOTES TO THE FINANCIAL STATEMENTS 25 GOVERNORS. ADVISORS AND KEY STAFF 43 CHAIRMAN'S STATEMENT for the year ended 31 August 2020 2020 has been a year unsurpassed in Millfield's recent hlstory. I have been proud of how the school's leadership teams, stafl and students have responded to the challen8es that have come their way over the last year. Atthough the school physically closed its door5 in March 2020. lust over halfway throu8h the financial year. and did not reopen again to all students until September 2020. the indomitable Millfield community spirit saw the school adapt and thrive. Throughout the summer term. the students attended tlmetabled lessons and actrvities as normal- albeit virtualty-and had unrtvallèd facè-to-face ¢onta¢t with their teachers, tutors and houseparents who ¢ontinued to offw an excellent academic and pastoral provision. A new academic curriculum was launched to 500 stu(Jents who would have been sitting exams In the summer term and they studied new courses beyond the5tandard curriculum for this tem. Parents spoke glowingly about the school's provision during this time and Governors would like to thank them for their overwhelrnin8ly posilive support of the school throughout these chan8es. We must recognlse that St was a challen8inB time financialty and fees were adjusted to reflect the services that studenis were not able to access.. huge efforts were made to save costs to mttigate this, but net income was impacted. Pleasingly. this is only a short term issue.. students returned to Millfield en masse in September and our student numbers this year are higher than they have ever been. Subject lo government policy on schools, and the easlng of the pandemlc we expeth the ¢hariWs financial p051tion to return to that of strength Sn the short to medium term. Millfleld has, this year, committed £6.4 million113.3% of our annual 8ross fees) toward5 scholarships and bursaries and has supported vulnerable families in the community throughout the pandemio The school Is determined to increase its SUPPOrt for the rnost needy families who would benefit from a Miiifield education but could never afford one. To that end the Brilliance Fund will be launched In 2021 to raise an endowment of £IOOm before the school's IOO, annlversary in 2035. After 10 years of remarkable and tremendou51y successful service as Headmist￿sS of Miiifield Prep S¢hool and 13 years employment at Millfield. Shirley Shayler has announced her intention to step down in September 2021. Given the current situation of the school. the wsion that exists and the nature of the team we are confident that we will recruit an outstanding su¢¢essor. From ihat point, the Headmaster of Millfield wlll take over 35 CEO of the whole oiganisation which better reflects the future strategK needs of the Chadty. The Governors would like to thank the whole Millfield communlty fortheir de(Ji¢ation and hard work in reachinB a strong position for ihe school to move fon¥ards from. Roland Rudd Chairman ttEPORTOF THE GOVERNING BOOY for the year ended 31 Au8ust 2020 The Governors presenttheirAnnual Report and Consolldaied Financial Statements for the year ended 31 August 2020 and confirm that they ¢ompty with the requirements of the Charities Act 2011, the Companies Act 2006, and the Charities SORP FRS 102. The Governing Body confirms that the finanaal statements comply with the char￿5 governing document, with current statutory requirÈmÈnts, wtth applicable accounting standards in the United Kingdom. and wlth the Charities Statement of Recommended Prartice IFRS 1021- Second Edition. The Governors of Millfield l.the School'l are the School'5 tharity trustees under tharity law and the dirertors of the d)aritable company. The Schoofs Governors, advisors and key staff are set out on pa8e5 4344. REVIEW OF THE YEAR This year has been one of the most challenging years for thè independent education sertor. Just over halfvlay throu8h the year, a 8lobal pandemic ¢han8ed the way we deliver education. From creating an efttlrely new curii¢ulum to ratsift8 fund5 for national and internalional (harities supportlng others during the pandemic, the Millfield community proved its worth. Student numbers were malntained throughout the global pandernic, proving our parents continued to value what Millfield offèrs and we are gratefvl for their support. Remote learning was provided for the summer term 2020 a¢fOSS all aspects of school life and a Skeleton support staff ensured the phys￿31 sttes were maintained and ready to physically open for the start of the autumn tem). PrSncSpal Achlevements and Perfomiance Educat￿n￿1perfOrmonce Millfield 15 3 large, non-selective independent school with around 1.280 students at the sensor school site and 415 at the prep school 51te. OUT Students are a diverse cohort with around a quarter based overseas. The scale of our community. combined with the resources and facilities we offer, induding below average ¢la55 size5, means our scale brings educational opportunity- Our unique5elling point is the wide range of sporting and other activities, coathin8 and facilities ihat students enjoy alonBside their academic education. With an average year group size 01239 students In Year 11 and 290 students in the Upper Sixth, Millfield has a rnuch largef number of ¢andidates sitting GCSES, A levels OT equivalent Sixth Form courses, than other independent schools. For ihat reason, we publish results that reflecl both the whole student Broup as well as our Top I¢JO hi8he5t 3chievinB candidates. The Top IC(I results show that thls group reBularly achieve grades which compare well with highly selective Schools. An entire cohort fac￿ the prospe¢t of no examin3titsns. A8ainst that backdrop it was remarkable that 234 Year 115tudent5 enrolled on our own certificate courses and 226 Upper Sixth students on our diploma courses both of whlch ran during lockdown. We remaln impressed wlth the dynamic approach to learning shown by our teachers and students. CSF ri"JL,.S A grades grades C grades E glades .12 18,. 9-7 or A, _ A Erades 9-5 or A"_ B grades 9-4 or A'_ C grades There were also strong r￿ul1$ from students who took theAdvanced Vocational Qualifications. In the four BTEC courses offered, the pa55 rate was l(Kl% with 63% of entries achieving distinctions. REPORTOFTHE GOVERNING BODY for the year ended 31 August 2020 Unlversity Destlnutions Every year we encourage students to appty to UCAS prior to leaving Millfield. This year. 90% of our leavers applied to VCAS, with 91% of them successfullyobtainin8 places and the remaindef taking a gap year and makin8 post-results day applications, applying overseas or dirett into ¢reative arts-based ¢ourses, or going straight into employment or sport. All students who do not have any career OT HE plan5 are offered 1-1 5peclalist career advice before leavin8 Millfield and are supported by the Careers Oepartment and the OM Society after they leave. Thls year saw 89 Millfield leavers confirmin8 place5 into Russell Group unNersities, with an additional 20 Old Miiifieldian's"OMs" achlevlng places via post-re5uIts applications. The most popular Russell Group Choi￿ this year were Nottlngham, Exeter. Edinburgh, Kin¥$ College and Durham. An additional 35 leavers achieved places at Times Top 30 institution5, including Bath, St Andrews, Lou8hborou8h, Lancaster and Royal Hollowav. 23 of our leavers and 3 Oms won places at North American unNersities. includin8 Duke, Chicago, Northwestern, UCLA, Virglnia and Toronto: 9 of these achieveij a mixture of academic and sportlng scholarshlps. includln8 swimmin& tennis, golf, hockey and football. 10 students achieved SAT scores in the top IO% of all students globally. Places were also obtained at universities in Italy. Spain. Switzerland, Monaco and Malay51a. WHERE MILLFIELD STUDENT5 GO 11% •RussdlCw&fv Top 30. otherUKun￿*$k1es USAaTrJothero¥wseas 40*,, 41 •Art FwThJakn. ' In Ru55dl &eA¥Jofurknllks. ￿Ttr￿T0P 30 (20201 indudts." Unr1￿1Y0fSlATr￿5.ikn￿S1lYthfBath. L(wthiKwwgh LliwSity•￿lJ￿Ws1yoI i￿aSIer Students A review of the students. principal achievements and performance in the year is available from the Schoofs wèbsite In The Year at Millfield 2019120. and The Year at Miiifield Prep 201912tr publication5. MSllfield contlnues to develop two unique programmes, the Year 9 Pro8ramme" and the "Sixth Form Programme-. The Year 9 Programme is designed to help new studentsto the senior school assimilate and absorb themselves into academic, sports. ¢￿urriCUlar and outdoor adventure activities. The progamme assists in bringing them together and providing a platform for their development withln the school. The outdoor advent*Jre aspect allows them the opportunity to try things they might oiherwi5e not experience wiihin the Duke of Edlnburgh 8ronze Award framework. The Sixth Form Programme reco8ni5es the academic, SPOTtin8 and co-curricular opportunities already in place and complements these with the~EAGLES" programme of actlvites to assist the students, development as young adults across a ran8e of areas. REPORT OF THE GOVERNING BODY for the year endeil 31 August 2020 Stoff The stvdent: teacher ratio stands at 6.4..112019-. 6.2..11. The School strNes to recruit dynamic, high quality staff across all area5, including teachin& 4)orts coaches. welfare and support, and invests significant amounts of its income to recrnit. retaln and motlvate staff. Developmentof Fo¢tilities ondResour¢es Due to the impact of Cowd-19. our ca￿tal investment during the yearwas lower than previous years and around £4.9 million was spent on capttal investment largely to maintain ihe school's frdulities and infrastructure. Thi5 in¢luded= Completion of new indoor cricket and golf centres I£0.8 million) Replacement Athletics track attr￿lted to UKA Aihleti¢s Lèvel 2 Competition standard l£l.O millionl Jubilee Hall office extensions and refurbished chan&'ng faolities I£0.4 million) A block toilet exlen5ion- provision of additional unisex facilit￿5 in the centre of campus I£O.I million) Lighting upgrades in catering kitchens. tenn￿ centre. Johnson Hall and MPS tennls bubble replacin8 halogen with energy efficient LED li8htin Reconfiguratlon of the èxam< offi¢e$ 8rKI secure 5tora8e area to maintain compliance standards Internal refurbishment of The Grange boardinB house Internal refurbishtnent of Shapwick boarding house Induding ablutlon areas. common rooms and some dormltorles On80in8 investment In IT Infrastrurture arKI assooated softwarÈ. The School continuously reviews its long-term capital investment masterplan to ensure it retains best value academi¢, sports. boardin8 house. day house and welfare faolitie5. Millffield's new state-of-the-art irtdoor Golf and Cricket Centres were opened this year, placin8 Millfield at the forefront of schod and university faalitie5 foT both 5POrts. The new centre5 received endorsement from leading cricket and golfing figures, including David Graveney MBE (Fornier England thairman of Selectors and turrent ECB National Perfomiance Manager) and Sophie Kee¢h (Women's Professional Golfer) and feature world- leading technology, includin8 through motion tra¢king and simulation software. REPORTOF THE GOVERNING BODY for the year ended 31 August 2020 Public Benefit Mlllfidd is committed to providing benefrt to the publlc on a local. re8ion31 and national scale, with the main aim being to benefrt children from a wlde variety of backgrounds. The School does this by widening access through financial support, sharing facilities, resource5 and kno￿edge with local stste sthools, involvernent in community prtsjects, teacher development and offering life changing opportunities to disadvanta8ed children. The School also brrn85 siBnifi¢ant e¢onornic benefts. On the basis of a model developed by Oxford Economics in onjundion with the Independentschools Council. the 5th0￿ estimates that Its economicimpact on the UK and local economy is as follows.. Economic Impact of Millfield 2019 ty" £72.2m £36.8m T•MenthpGDP £17.9m 1,891 Jobs Savings lorthe UK taxpayer T•x p￿¢Trts to UK Acce55, scholorships ond bursuries S¢holarships and bursaries enable access to the school for talented students who would benefit from an education at Millfield, by offering fee discounts of up to l(M)%. StholarshTPS rnay be supplemented with means- tested bursaries. to uphold our powerful principle of diversity that is the Millfield MIX. making sure that those chlldren who would best benefrt from a world-class Millfield education and outstandln8 Opportunities are able to do so. Every child matters. and at Millfield we are passionate in our 8oal to identify the potential in each individual and do everything we ¢an to ensure they discover their brilliance. In the year to 31 August 2020, the total value of scholarshlps and bursarles leKcludin8 Staff concession51 was £6.4 million12019: £6.7 million), representin8 13.3% of gross fee income12019.' 12.9%), and a total of 890 students and 53% of all students12019= 897 students and 53% of all students) benefited In some way from awards. In addition to offeringadjusted feesfor the remote learning provision necessary forSurnmerTerm 2020. Mlllfield also supported parents of students whose finan￿$ were severely affected by the Covid-19 pandemic where it could. This was through a cornbination of limited -means-tested- short-term hardship awards and deferred payrnent arrangements. Partner5hip5 wlth siotes¢hools Milllield is committed to developing partnerships with I￿31 statÈ schools and college5 and specific initiatives this year included.. Providing faulities for SAT test candidates for US university entrance Taking lotal children and teachers to Worley Hill. our SSSI, for guided walks and ¢onservation experience Our Combined Cadet Force ICCFI programme with Si Dunstan's School in Glastonbury was officially launched with an inspection from Major General Ben Bathurst CBE. The prograrnme involves over IOJ cadets from all year groups. induding 15 boy5 and girls from St Ounstan's School Millfleld's annual History conference included (wer Icrf) students from local state schools Millfield welcomeil Year 11 and Lower Sixth students from state and Independent schools across the South West for the inaugural Inter-school Leadership Symposlum earlier this year REPORT OFTHEGOVERNING BODY for the year ended 31 August 2020 More than 2W students from 11 visiting state and independent sthools attended Millfield's 27th Annual Biology and Psychology Symposium The &xth Form EAGLES programme provtdes mentors to students in local sdwls. Community engagement The Millfleld communtty have worked tO8ether more than ever durin8 the pandem1¢ to help raise money and provide support for a number of charities as well as takinB part in various projerts to rexh out to others in the local community. Millfield fvnded and co-ordinated the sourcing anLI delivery of over 32,SCrf) meals to 6,500 vulnerable people In Somerset who were eli8ible for free schtsol meals. Through the generosity of local Millfleld pa￿rtt$ and staff, over £40.000 was ra￿ed to fund the meals for over 160 families every week which continued into the summer. Millfield volunteers delivered almost 3.(MXI prescriptions to vulnerable local people. Staff. students. Oms and parents from MillfEeld and the South West School of Dance sewed over SO sets of personal protective equipment suub5 and protectNe bags for local key workers battling the outbreak on the front line. The initiative wa5 Part of the'Forthe Love of Scrubs. national campaign on Facebook, and has provided vital PPE for NHS workers. care staff and countil workers acr055 the UK. DesiBn and Technolo8V Staff used the Sthool's laser cutters to create personal protective equipment for NHS and local councrl workers tackling the coronavirus on the front line. During lockdown, Miiifield Prep students took on fundraising challenges, including the 2.6 Challenge to raise money for the NHS a5 well as helping their local communities bydelivering supplies including mediune and food. The Seniorschool has a charity committee which votes Èach yèar which tharities the school will support both locally and nationally. This year. the local charity was Yeovil Hospital and the national charity was Cancer Research UK. Millfield Prep's local and natlonal charities this year include theAustralia Red Cross Appeal and WWF, Guide Do8$ lor the Blind, Glastonbury Food Bank and Ted Senior Foundation la men's mental health charity). Supporting Charit￿5 As well as supporting one local charity. ofie national charity and Lalibela High School in Ethlopia each year, Millfield fundralses for many other charitie5.' A student in Year 9 created a support network for 68 residents at four local care homes in Somerset in lockdown durin8 the Coronavirus outbreak. Millfield students took to the Meyer Theatre stage once again forthls year's Showcase, which raised around £8,cixI for the schools three charities A Lower Sixth Student visited shelters In northern Brazil with UNICEF, where he met refugee and migrant children and gave them Millfield notepads, pen5 and penci15 as gifts to help them study whilst in the camps A Millfield Year 9 swirnmer raised an astounding $10.172 by completing a Iokm sponsored swim to help support three charitie5 responding to the Australian wI￿rireS REPORTOF THE GOVERNING BODY for the year ended 31 Au8USt 2020 Students raised a total ofÉlO.C￿f0r UK thartties Indudin8 Somerset NHS Foundation, MIND UL CALM and St Mar8aret's H05pice durin8 the Covid-19 pandemic. The money was raised individually and through houses by Students takin8 part in fundrai5in8 events all over the world. Initiatives included making and selling PPE masks. baking cake5. taking part in a wrtual Glastonbury Road Run. a lop 'keepie-vppie' ¢hallen8e and a sunflower-8rowin8 sweepstake Studenis undertakin8 the Unlted Sthools Project MAP took part in prtrrecorded online mentorin8 sessions with local Year 10 students from St Dunstan's School and created activity sheets for local children to go Snside thelr food hamper delNeries Year 2 Prep students raised more than £l,(IxI for Guide Dogs for the Blind through their Walk your Socks Off challenge to walk 50,LIXt steps each The annual Millfleld Prep Harvest Serv1￿ Included food Lx)xes made by students to donate to the local Gl35tonbvry Food Bank, and a collection passed around to parents ènd friends raised £350 Every week, a group of Year 7 and Year 8 students have visited Shapwick Moor Nature Reserve, owned by the Hawk and Owl Trust. on the Somerset Levels. Millfield Prep students have helped to clear oltt ditches, maintain footpaths, build a bird hide, plant hedges and oak trees, create wetland areas and fix benches Students from Prep and Pre-Prep presented a cheque of £500 for Children in Need Students from PTe-Prep were delighted to hand over a cheque of £1,336 to Musgrove Park Hospital in Taunton. with money raised at their Christmas Fun and Games afternoon. Whe￿ students, parents and staff ran stalls and tornpètilions and held a raffle Our AV team and equipment re8ularty 5UPPQrt We115 Cathedral in events Staff members from Millfield a55iSted Street Harvest to provide food for homeless people in the local area Millfield arran8ed weekly visits for local care home residents to come to Prep to watch sport and enjoy match teas. Promoting the Volue of Sport to the Community Hostin& organising and providing facilities for clubs. schools and representatlve organisaiions. including swimmin& athletics. hockey, netball. cricket. tennis, basketball, golf, football and fencin& a5 well a5 runnin8 lifeguard training courses Multi-artivily courses are available for local children durin8 school holidays Millfield Enterprises offer summer holiday sport and activity covrses for chlldren Millfield Prep hosted the annual UIO football tournament with many local schools In aitendan¢e Mlllfield held the South West Regional Biathlon Championships IAPS Netball Regionals were8￿din hosted by Millfidd prep at OUT Senior School, with sthools attendin8 from all over the south west. REPORT OF THE GOVERNING BODY for the year ended 31 August 2020 Promoting the Volue of Dramu. Musicond theArts to the Community An U6 student usefl hls stage management experience from school to illurnlnate local landmark Glastonbury Tor on Thursday evenrn85 after the national clap for carers in the UK. For the blue tribute to key workers, he placed two small LED lights at the tower. with the effects visible for miles around Mlllfield had the privilege of hostlng a workshop for Year S and 6 students of Thorngrove School as part thelr Arts Award programme All Millfield ¢on¢erts ¢ontirtue to be free to our entire community. In addition to this wonderfully posttive ueative identity, Millfield Music School continues to host several community-based music projects each year The Millfield FestNal Chorus. featuring a 2CQstron8 choir of sin8ws from the local community alongside many of our own student thoristers, wowed a packed Wells Cathedral to a commanding and emotionallv powerful rendition of Rossinrfs brilliant Petite Messe Solennelle. Performing with a professional orchestra, the event raised over £20¢X) for the Youth Music charlty The Millfield Music department worked closely with two lotal primary schools, Brookside Academy and Elmhvist School. alongside Bath CamÈrata and Millfield Prep School, to create an inspiring performance featvring over 100 performers during lockdown Mbllfield Prep Juniors put on a fantastic Christmas show, How ChTlStmas Come To Be. raising a record £680 for the charity DEBRA, with their entertaining and historlcal account of how Christmas has been shaped into the cèlebration we all love Students from the Millfield Prep Tour Choir and Chamber Choir recorded a very speaal performance of Over the Ruinbowto celebrate the incredible work of ovr NHS staff and soaal careworkers. and also to say a very Happy IOOth Birthday to Captain Sir Tom Moore At thSs year's Prep School carol service at Wells Cathedral. money was ¢olle¢ted for national charity Hands of Compasslon. who support the education anil hope for better live5 in 5choo15 in Zambia. The Boarders, and Pre-Prep Christingle Service5 thi5 year saw a donation being made to the Children's Society Millfield Prep hosted a ￿ght Up A Life Ser¥ice for St Margaret's Hospice Care again this year. The seThi¢e was led by Miiifield Prep Chaplain and the readings were spoken by members of the school community and staff. The Chamber Chotr and Edgarley Voices san8 sorne beautiful Songs and a collection was held at the end of the service for the invaluable work of St Mar8areVs Hospice Care in Somerset. Section 172 fij ComponiesAct 2LI36 The Governors compty ￿th the requirements of section 172 llllal-lf) vsing the proven organi53tlonal mana8ement approach included within the Structure. Governance and Managèment section of thi5 reportlsee pa8e 121 as follows: "The Ilkely consequences of any deciyon in the long terni" all strategic matters a￿ considered bv Governors in one or more of the four committee termly meetings wrth papèrs provided in advance by the Millfield Executive Group I'E￿1. Once the matter has been considered and discussed, the relevant committee makes a formal recommendation to the Full GoverninB Body for it to consider at its Meeting before a final decision can be made. This °three- level approach i.e. EG. governor commlttee and full governing body ensures that strategic long-term decisions are rigorously tonsidèred. Ibl -The interests of the eompanls employees" as a leadin8 independent school, Millfield provide5 an educational service and as such, its employees and facilitie5 are the key variable5 which contribute to the pupil and pareni experience. The approach to employee interests is included under the Employee Involvement and Equal Opportunities section on pages 12-13. The Head of HR Is part of the Executive Group and employee matters are considered as appropriate at each of thè four Bovernor committee meetin85 as well as at the full 8overnrn8 body. "The need to foster the compan￿5 business relationships with suppliers, customers and others- Millfield makes a significant contribution to the local economy as is ewdenced from the data included under the Public Benefit section on page 7 and the Governors in both ihe "Building and Finance CommittÈÈ" and -Audit. Compllance and Risk Committee" review pro￿$e5 and pr¢xedure5 in p￿ce to ensure con515tency and fairness of approach in dealin8S With suppliers and customers.. io REPORT OF THE GOVERNING BODY for the year ended 31 August 2020 Idl The impact of the companvs operatitsn5 on the cornmunity and the envtronmènV- as an independent school vAth charitable status. the Governors are acutely aware of the importance of our impact on the local cornmunity and the environment. It is re¢ogniseil that Millfield probably conslder thls aspect more than many other companies evidenced by the Initiatives included within the"Pyblic 8enefiV settions on pa8es 7 to 10 of this report. lèl Yhe desirability of the company maintaining a reputation for high standards of business condurf- the Governors rety on the Executive Group I"EG-l and the Senior Leadership Teams l-SLfi at Millfield to both maintain and Comply with intemal processes, systems and procedvres approved by the different Bovernor cornmittee5 to ensure high standards of business ¢onduct are maintained. If) The need to act fairty as between members ol the companf -The Governor5. a5 members. SiBn a "Code of Condurt for Governors of Millfield Schoof which includes. inter alia. an express requirement to comply with the Nolan principles of selflessness. integrity. oblectivity. accountabllity, openness, honesty and leadership and there are processes in place to support the adherence to this code of conduct. Future Plans The School's strategic vision for the period 2019-2024 is available on the School's website at hlt www.miiifieldsthool.com discover-brilliance ur se-vislon-mission As part of that vision, the Discover Brilliance campaign 4vill launch In Summer 2021 wlth the long term aim of generating £IOOm of new endowment fund5 to support the long-teTm sustainability of Millfield and ensure that talented children. regardless of their financial background, have acces5 to the best education and life opportunitie5. stru¢ture. Governance and Management Governing ik>¢uments Millfield 1.the companf or -the 5th0￿") is a company limited by 8uarantee, first incorporated as Millfield School Limited on 4 August 1953 and constituted under Memorandum and ArtKles of Association dated 9 November 1979 and last amended on 21 March 2014. It is also a reglstered charity, number 310283. Gmup Structure ond Relationships The School provldes Independent Iboardlng and dayl education for boys and girls between the ages of 2 and 7 year5 IMSllfield Pre-Prep-day ontyl. 7 and 13 years (Millfield Prep) and 13 and 18 years ImlllfielLII. In addltion to Its principal activity, theschool alsooperatesa wide varietyof educational and recreational holiday courses, retail outlets and ￿lated actlvitles. someof which are carried out through a tradin8 subsidiary company, Millfield School Enterprises Limited. All Surpluses from these artNities are relnvested in the School for the benefit of its principal educational activity. The School also owns l(KJ% of the share capital of Millfield Overseas timited, a company incorporated on 21 December 2012 which has remained dormant since incorporation. Investment Powers. Policy ond Performunce There are no specific restrictions on the Governors. investment power5: where ne￿$sary Governors seek the advice of a qualified invesiment advisor prior to makinB any investments. At present no investments are held and cash reserves are held ift short tem deposits designed to a¢hleve ¢ompetltlve returns at minimum risk. Governing Body The Governin8 Body is self-appointin8. Govemors are usually appolnted for a thretryear term of office. Retlring Governors are eligible for re-èppointment. New Govemors are appolnted by the Governlng Body on the recommendation of the Appointments Committee. Candidates are proposed by existing Governors on the basls of the expertise and experience they can offer the Sthool, takin8 into consideration the reBular skills audit of the Governing Body against ihe categories of skills deemed necessary by the Governlng Body for providin8 REPORT OF THE GOVERNING BODY for the year ended 31 Au8USt 2020 proper strategic management oversi8ht and control. The Governlng Body seeks to havè an appropriate balance of age. gender and ethnicity. Recrultment ond imining 016ovemors Approprlate Infomiatlon and trainin& Ir￿uding safeguarding traini￿ 15 provided to new Govemors. They are provided with inductlon information. a Governors. Handt*Jok and information on their responsibilities as a charity tru51ee. They meet for indtvidual briÈffin85 wlth the members of the Executive Group. the Chalmian of Governors and relevant Senior staff members. The Govemin8 Body reco8ni5es that new Governor5 must feel confident that they are equipped to meet their statutory and wider legal responsibilitie5 and appropriately tailored courses and further information are made available to them through the Clerk to the Governors. Where appropriaie, members of the Governing Body attènd external trusteetraining and informatiort courses desBned to keep them informed and updated on current 155ue5 in the se¢tor and regulatory requirement5. l Govemors ieceNe safe8uardlng tralning as part of their induction and receive regular updates. Indemnlty insurance is in place for Govèrnors. Durlng thè year. Miiifield paid £38912019: £2.8711 in ￿sPeCt of indemnity Insurance for its Governors. Or9on15ritlonol monagement The members of the Governin8 Body. as the charitytru5tees. are legally responsible for the overall mana8ement and Control of the School. including policy setting and Strategic plannin8. The detsiled work of the Governors 15 delegated to four committees. each of which opefates under teims of reference which are approved by the Governin8 Body, and whith are required to feport to the full Govefning Body on a regular basls. Audit. Compliance and Risk Committee Building and Finan￿ Committee Appointments Committee Education Committee In addition to the committees. certain members of the Governing Body also art as trustees for Millfield Retirernent Benefits Stheme and as directors of Millfield School Enterprises Limited and Millfield Over5ea5 Limited. Individual Governors also hold special responsibility for speafic areas such as SEN. Staff ￿'alson. Sport and Public Benefit. There is also a designated Safe8uarding Governor. The day to day running of Ihe School is delegated to the Headmaster of Millfield, the Headmistress of Millfield Prep School, the Finance Dlre¢tor of Millfield Schools. l~the Executive Group-l. as key management personnel, who in turn are supported by Senior Leadership Team51"SLfi. The Head of HR of Miiifield schools also forms part of the ExecutNe Group and advises on matters related to staffing. The Heads and Finance Director attend meetinBS of the Governlng Bodvs Committees. Employee inwofvementond equol opportunities The Governors arè committed to ensuring that Miiifield provides equality of opportunity in recruitment and employment. applicants for employment and existing employees are treated by reference to their particular aptitudes, abilities and relevant qualifications and receive equal treatmeni as provlded for by law regardless of sex Igenderl. sexual orientation, gender reas5i8nment. marltal status or partnership. race, ￿l￿dIOnS or bellef, age. disability or pregnancylmaternity. The appropriatene55 and relevan¢e of the remuneration policy is reviewed annualty, including reference to comparisons with other independent schools, to ensure the School remains sensitNe to the broader Issues of pay and employment conditions elsewhere. The khool aims to recruit, develop and retaln high quallty teachlng and support staff who support the Schoofs ethos and objectNes. Delivery of the School's charitable wsion and purpose Is primarily dependent on Its kèy management personnel and staff- staff costs are the largest single element of the Sthoovs chariiable expendilure. 12 REPORT OF THE GOVERNING BODY for the year ended 31 August 2020 Specific conslderation is given to ensuring staff interests are considered by offering competitfve.. Remuneration packages which are re￿eWed annually.. includlng salary, allowances and pen5ion5. Benefits.. holiday and sickne55 entitlement. life insuran￿, subsidi5ed canteen and gym facilities, employee assistance program with assooated per￿ provided via Lifeworks, free car parking. Support staff also benefrt from long service holiday entitlement. Working envlronment: staff benefit from workin8 in one of Millfield's two beautiful school campuses wlth the senior school based just outside Street and the prep school outside Glastonbury in Somerset. Professional Development= provided through support to attend Courses, mentoring or opportunity. The Governors welcome and encourage employee engagement and regularly attend meellngs where curreni issues a￿ discussed with staff. In addition, both teathing and support staff have a termly forum for Issues to be ralseil and distussed with members of EG which Govèrnors also attend where practicable. Millfield reco8nise5 and liaises with a number of teaching union5 includinB the National Education Union I"NEU°I, the National A550clation of Schoolrnasters Union of Women Teachers I"NAsuwfi on issues around pay. hollday and hours. Extenslve conSu￿atIon and meetings were held durlng the yèar where both teachln8 Staff and Governors were able to discuss the affordability and appropriateness for Millfield to continue its membership of the Teachers. Pension Scheme I"TPS"I compared to alternattve defined contribution pension schemes. This included the presentation of relevant finanaal information by EG and the Governors to employees. Thls process included a formal consultation ¥￿th union represèntatives to ensure due procèss was followed and an independent pension5 consultant was en8aged to provide support so that employee5 were able to better understand the irnplications for both the company and ihernselves of remaining within the TPS. Millfield recognise5 that disabled person5 may have special reqvirements and makes reasonable adlu5tmentS to Interview procedures. work arrangèments, premises. equipment, job d@Sl8n. trainlng and retraining to remove potential barrlers to disabled employees in the workin8 enwroftment. Millfield employ5 a large Workfor￿ engaged in a diverse range ol teaching and support roles. Men and women are paid equally for doing equal jobs. There has been a reilu¢tion in the average full-time equivalent number of persons Èmployed durin8 ihe yearto 66712019= 7261. This reduction is a direct result of the Covid-19 pandemic affectin8 income and requirin8 compensatory savin85. The impact has been to further reduce the differential in the rnean pay gap. whilst there has been a small inuease in the median pay gap. This increase Is largely due to the fact that the median pay for women falls within the~lower middle qvartile" whilst that for men remains In the "uppèr mlddle quart11￿. The diversity of rolès and pay scales at an independent school is ar8uably more broad than many other orBani5ations as well a5 the continued prevalence of women working in part-time, lower quartile roles alongside family commitments. Wornen's average hourly pay l*. Mean gender pay 8ap Median gender pay gap S Aprfl 2020 17.9% lower 36.8% lower S Aprll 2019 24.9% lower 31.7% lower Number of proportlon of meh and womèn In eath quartlle Upper middle quartlle 115 166 Upper quartlle Total quartile middle uartlle ioi Number of employees- male Number of employees- female 82 199 141 139 439 % of employees - male % of Èmployees- female 29.2% 70.8% 35.9% 64.1% 40.9% 59.1% 50.4% 49.6% 39.1% 60.9% Efforts Continue to encourage diversily in support roles lin parti¢ulardeanin8¥rKI laundry). We continue to work with indivtduals offering flexible working patterns where possible. 13 REPORTOF THE GOVERNING BODY for the year ended 31 August 2020 8onuw: Proportion of men receivin a bonus Proportion of women receiving a bonus Mean bonus ender pay ap Median bonus gender pay 8aP 0.02% 0.00% Ico.0% I￿.0% Miiifield does not have a cutture of awardin8 bonuses, however. one Indi￿du¥1 employed for many years by the school continue5 to have this contrartual arran8ernent in place. BU￿neSS relationships with suppliers, customers t7ndothers The Govefnors, main focus during the Covid-19 pandemic has been to ensure Millfield Continues to provide its educational services. This has requlred effective communication with its suppliers. customers (being puplls and their parents) and others to explain what it was doing and why. For suppliers, early contact was made to confirm the impart of the physical school dosure on both ServI￿S and products required and theassoaated cashflow considerations. For parents. thecommunicatlons ￿ntred on how remote leafnin8 would be provided, the level of lees d)3rged as well as the mechanisms to apply for SUPP¢Xt where required. Millfield also reached out and helped others in the communtty in terms of food and medicinal product delivery whiSst the country was in national lockdown. these seryices were provided at no cost to the charlty and volunteers from auoss our community stepped forward and gave their time lieelv. Obje￿, Aims, Objertives and A¢tivities Choritoble Objects The School's princlpal activity Is the educatlon and pastoral (are of Its students, refiecting the objects set out in the Articles of Association. which are: "to establish and mainlain al mi1￿le1d in the County of Sorner5et, a School or Schoo15 for the education of boys and girls, and youn8 men and youn8 women and to Bive to such students Beneral or specialised instruction of the highest class but sothat each such School shall be carried on as an educational charityand as an Independenl object to establish and acquire as a 80in8 concern, an(J Carry on, support or mana8e elsewhere, any subsidlary or affiliated Schools". In settln8 the Schoofs objectives and plannlng actiwties the Govemors have glven due regard to the latesl guldance on public benefit published by the Chafity Commission. Financial Review Like many charities, Miiifield has endured a financial loss as a result of the Covid-19 pandemic. The physical closure of the school in March 2020 ne￿SItated the provision of remote learnin8 for Summer Term 2020. The associated reduction in fee5 charged to parents resulted in a decrease of charitable activity income. In addition, as the closure continued during the Easter and Summer holidays. the charity lost the rnalorlty of Its trading acttvity Incorne. Thè combined effect of the loss of thesè income streams of around £10 rnillion was offset to some degree by the claim for a grant under the provisions of the UK Governrnent Coronavirus Job Relention Scheme. A5 a result, the impact of Covid-19 on total income was a decrease of £8.1 million. We were able to make additional savings of £4.7 milllon In variable costs. both staff and overheads, thereby limltSng the increase in net expenditure to £3.4 mlllion. A number of redundan¢ies were made during the year and the school contlnues to review thè costs of the tharity to ensure they are sustainable. Mlllfleld remalns committed to malntalnlng broad access for talented students who would benefit from an education at ils Prep and Senior schools, by offerin8 financial support with the payment of fees to famllies who are otherwlse unable to afford t￿m. Bufsaries totalling £3.6 million 12019= £3.8 million) were provlded to students 14 REPORT OFTHE GOVERNING BODY lor the year ended 31 August 2020 There is a pension lia￿litY of £7.9 million12019- £8.3 million) a5 reported in accordance with Finana31 Reportlng Standard Number 1021-FRS 102.1 in respect of the Millfield Retirement Benefit Scheme Ithe Schemel foi some support staff as sèt out in notè 22. Thè Stheme was dosed to future benefit accrual and salary linka8e on 31 December 2014. The School's trading subsidiary, Millfield School Enterprises ￿mIted. contributed tUTnover, profit and net assets as outlined in note 12 to the Financial Statements. Millfield's operatlll8 activities used up £0.5 million of cash reserves brouBht fopward compared to positive cash generation of £1.4 million in 2019 as setout in note 23. This swingfrom operating cash generation is unsurprlslng given the si8nificant loss of income incurred during the year. After considering the impact of Invèstlng and finan¢in8 activltffies, therewas a £2.0 million net oufflow of funds dufingthe year12019.. £1.3 million net outflow). Fundmising As part of its operations the School en8a8es in fundraisin8 activities to seek donations from former student5. parents and other members of the School community. The School complie5 With the Fundraising Regulator's code of practice and seeks to build positNe long-temi relationships with potential donors. Fundraising Is ¢onduded through the Schoofs development office. There are no matters to report under ihe Charities IProte¢tlon and Social Investment) Art 2016. Reserves The Governors, pollcy is to examine the need5, ri5k5 and challenges faced by the School in both the short and medium temis along with relevant financial plans and forecasts and to establish reseNes sufficient to meet thèse requirèments including the School's longer-terrn capital expenditure commltments and any longer-term financial obli8ations. This policy is reviewed on a regular basis and monitored in line with the buildinBs development PlO8ramme, which is funded from operating surpluses and a fixed term loan. Reserves as at 31 Au8USt'. 2020 £ million 40.0 10.81 39.2 162.91 123.71 2019 £ million Note 19 Total Funds Less.. Restricted Funds Unrestrlcted Funds Less.. unre5trirted tangible fixed assets Free Reserves 19 19 li 11.51 42.8 165.0 122.21 Free Reserves.. There are no free reserves. but Governors are satisfied wth this position given that a bank overdraft facility of £10 million has beèn retained and is available iogether wilh anticipated fulure ¢ash flows. The Governors do not envisage there being any difficulty in meetin8 current andlor future obligations of the Charity and note there is no financial dependence on key donor5. Included in freè reserves is the actuarial￿ ¢alculated fundin8 deficit of £7.9 million12019.. £8.3 millionl on the School'5 defined benefit pension scherne that under FFiS102 is accrued a5 a liability. It 15 intended this liability be repaid from operating cash flows, in accordance with the recovery plan agreed between the Governor5 and the Pension Scheme Trustees. Restricted Funds.. The restricted funds comprise donations earmarked by the donors. or the terms of an appeal, for speciflc purposes. Restrictions are legally binding on the Governors. Restricted fund5 include £0.6 million12019'. £1.4 million) in respect of donations made for the Millfield Centre. After obtaining approval from the Charity Commission, Millfield offered to return or reallocate those donations recelved for the Msiifield Centre and as at 31 August 2020, donors had requested £0.8 million be refunded. 15 REPORTOFTHE GOVERNING BODY for the year ended 31 August 2020 Energy Savings Opportunity Scheme I"E505"1 Summoryof dotoforthe yeor All figures have been quoted in terms of Carbon dioxide equivalent. C02e ￿ a term for descrlbing different greenhouse gases In a common unit. For any quantity and type of greenhouse gas. C02e 518nifies the arnount of C02 whlch would have ihe eQu￿aleftt Blobal wamiing impact. 2019120.. Energy Use kWh• Assoclated Tonnes: C02 equl¥aleni•* Intenslty Ra¥0: Emlmlons per ¢aplta lstaff & students) 16,981.350 kwh 4.CKJ5 tonnes C02e 1.58 tonnes C02 ' EnergyusekWhthrty¢es heotlr& IWtlr& mi*MdAtsel{nrtrteron4rfdqerwtwwl txross thewpoJM•Scho& "Assoorted T(￿Re$ C02 dcesirKl¥dewoterondiefriwont gosesinits totoL AsxriotedGreenh(weg0seshMbeenttskulotsdusin9 the GNG ReMngPr0tr￿D1-cwpWote StontsdL4¥th thpDEFItA Isstsedin Alty2019. Breokdown of energy between utilities ond tronsport & other." 2019120 Electricity Gas Tonne5 C02e 990 1,979 435 178 185 LPG Fuel & mileage Water Refrigerant Bases TOTAL 170 4,005 Energy efficiency meosures In the year 201912020, the following energy effiuenry aclions were undertaken: Undertook a water efficiency review and carried out works to stop the running WC5, reduce flow rates and implemented stop tap tests to establish whether thère were any leaks associated with the 5wirnming pool. Engaged with the school envlronmentsl committee In order to provlde them with data showing the ener8y usage per boarding house. Snvestl8aied the use of the Building Management System and redU￿d the maximum temperature In the associated buildinBs by 1-2 degree5. Started a program of energy audits wlthin the boarding houses. Appointed Powerful Allies in order to help redu¢e the schools, energy ¢onsumption. Plans for energy effiaency in the year ahead= Energy consumption within the swimming pools is high. As a result, we are currently Investigating the procurement of pod Covers for boih schoo15. Earty indications would 5ug8est that pool covers could result In a 35- 50% reduction in energy costs with a ROI in year 2 or 3. We are also investigating the procurement of new boilers and control systems for the swimming pool plant at the senior school. This wlll require capltal investment. bLtt wlth the intention of bein8 able to reduce energy consumption as the existing boilers. which are reathin8 the end of their serviceable life. New boilers and control systems w411 better manage the demand on the boiler5 and ener￿ consumption during long period5 when the pool is not in use. 16 REPORT OF THE GOVERNING 80DY for the year ended 31 August 2020 Risk Management The Board of Governors is responsible for the management of the risks fa￿d by Miiifield. An ongoing process has been established for Identi￿n& evaluatin8 and man38ing risks faced by the School and a risk management policy is in place. The key controls used indude.. Formal a8endas and minutes for all Committee and Board activity Clearly defined organisational responsibilities Comprehensive risk re8tster Comprehensive strategic plannin& revenue and capital budgetlw cash flow and management accounting Formal wrltten policies Clear authorlsation and approval levels complian￿ with statutory requirements and external 8uldelines as appropriate Safeguarding procedures. as required by law. forthe protection of thildren Detailed constderations of risk are delegated to the AudiL complian￿ and Risk Committee. Thls Committee, as515ted by the School's executive management team, has identified and prioritised the key risks and a strate8y for dealin8 With them has been approved by the Board of Govemors. A fomlal review of risks will continue to be undeftaken on at least an annual basis and documented in a risk register. ThroLtgh the abovè risk managemènt procedures the Governor5 are satisfied that the principal risks identified below have been adequately addressed where necessary. It is recognised, however. that systems can only provide reasonable but not absolute assurance that major risks have been appropriately managed. Mlllfleld has prevlousty Identified six key strategic ri5ks- l. Government policy Independent Schools have been the subiert of on80in8 discu55ions by government. There rernalns a risk that ¢han8es to 8overnment policy targeted to Independent Schools (such as amendments to VAT le81slation on educational supplies. business rates rellef. levy charges) WL)uld have a si8nificartt impart on Millfield's ability to operate. and links dosely with another key strategic risk of affordability. This in turn could have a large impact on the demand for places, and therefore on fee income. Millfield mitigates this risk by regularly reviewin8 Its reserves policy, by preparing long-term forecasts which indude contingency plannin8 in the event of changes in policy and by taking an active role in supporting the Independent Schools Councll in promoiing publit affairs and parliarnentary engagement on behalf of the sector. 2. Financial viability There Is Increasing pressure on the operatlonal running costs of the School, indudlng staffin& facilities and utllltles. Millfield has to balance the Investment it rnakes in its staff and facilities with its funding, the key source of whith is fee income. To ensure all its commitments are met. Millfield has robust management processes. These include forecastin8 pupil numbers. detsiled budgeting and cash flow proje¢tion5 which are prepared by the Executive Group and subjert to detailed scrutiny by Governors. Pro8Te55 against this plan is monitored contlnually by the Executfve Group and temily by Govefnots. 3. Affordability Millfield operates In a very competitive market and is con5CiOVS that the cost of prNate education Is Increaslngly beyond thefinanoal means of manyfamilies. In a¢Jdition, affordability of fees and therefore pupil numbers could be affectèd by macro-economic factors. Recognising this. Millfield retains its focus on achievingvalue for monev in every area of its operatlons. and is committed to buildin8 funds to Safeguard its Scholarship and bursary support for families who otherwise would not be able to access a Millfield education. 17 REPORT OF THE GOVERNING BODY for the year ended 31 August 2020 4. Safety and stturity of pupils, stsff and premlses Millfield aim5 to provlde a safe and secure environment. To do thls it has in place detalled pollcles and procedures including in the a￿a5 of safeguarding children. anti-bullyin& health and safety. physical security, cybeT-secuTfty, wellbein& data protection and critical incident management. These are re8ularly reviewed by Governors. Staff and pupils are Provided wilh detailed trainin& 35 appropriate, to ensure these policies are adhered to across Millfield. 5. Recruitment and retention of key staff Miiifield relies on its ability to recruit and retain high quality staff tocarry out its charitable acttvities and achieve its objectives. In order to achieve this Millfield provides a comprehensive range of financlal and non-flnanclal benefits to staff, 4n¢ludin8 competitive salaries. training and development opporturtities, use of school facillties and a wellbeing programme. 6. Effectiveness of Governance The Govemors recognise that strong 8ovemarKe is essentkal to Millfield's success. In order to ensure that governance is effective Millfield recruits Governors based upon a skills matrix. Comprehensive induction and refresher tialning Is provided to Governors. Committee structures are in place supported by clear terms of Teference. Governor5 actively monitor irnplementation of policie5 and compliance within the School. A biennial process of self-evaluation is undertaken by the Board of Governors. Covld-19 The accounts are approved during a period where there reMaIr￿ a conshlerable uncertainty a$ 3 result of the Covld-19 pandemic. Miiifield's response has been to Implement its contingency planning arrangements for such circvm5tances, and it has been able to Serve its stakeholders following the Government deciding to implement physical closure of UK schools from the start of the 5prin8 Temi 2021 as follows: The education provision is focussed on the delivery of remote learnin8 usin8 IT systems implemented and communicated to pupils and parents in the previous lockdown during the Summer Term of 2020. Other stakeholders have been supported by the retention of key staff working onsite throughout the pandemic tQ8ether with other5 able to work remotely 59 as to minirni5e disfUPtion tQ 5chool'5 Operation. MI1￿le1d has retained the secured oveTdraft of £10 million from the School's bank ILloyd5150 to enable it to support its service provision during the Covid-19 outbreak and thereafter. It has not needed to access this facility to date. The Covid-19 pandemic ha5 impacted Millfield like m05t other organi5ations. In terms of our charitable actlvities, we moved to a remote learning-based Service for Summer Term 2020 once the UK government had required us to physically close. We were able to physically open for the Autumn Term 2020 and can report that pupil numbers were 5U5tsined in line with the previou5 year. The ultimate impact of Covid-19 on the UK and world'5 economy and in turn on the Charity is yet to be seen. However. through appropriate consideration of risks as part of its normal risk management processes and artions already iaken and available to be taken, Govemors ¢onsider appropriate action has bèen and will Continue io be taken to ensure these risks to the future of Millfiekl are mitigated such that the going concern basis should continue to be adopted for these accounts. REPORT OF THE GOVERNING BODY for the year ended 31 August 2020 statement of Governors. Responsibilities The Governors (who are also direttors of Mriifield for the purpose5 of Company lawl are responsible for preparing the Report of the Governing Body (incorporating the Strategic Reportl and the financial statements in accordance with applicable law and United Kingdom Accounting Standards Iunited Klngdom Generally Accepted Acco(tnting Practice). Company law requires the Governors to prepare financial statements for each financial year whlch glve a true and fair view of the state of affairs of the charitable company and the Eroup and of the incom4n8 resourcès and appllcation of resour￿. induding the income and expendrture, of the ¢harttable group for that period. In prepaTing these financTral 5tstements. the Governors are required to- Select suitable ac¢ountin8 policies and then apply them ¢onsi5tently: Observe the methods and prirtciples in the Charitie5 SORP; Make judgments and estimates that are reasonable and prudent: State whether appIl￿ble UK Accountin8 Standards have been followed, subjert to any materlal departures disdosed and explalned in the flnancial statements- and Prèpare the financial statemÈAts on thè going concern basis unless it is inappropriate to presume that the charitable company will continue in business. The Governors are responslble for keeplng proper accountin8 records that disclose with reasonable acturary at anytlme the financial position of thegroupand ¢harttable Company and enable them to ensure thatthefinancial statements comply with the Companies Act 2CQ6. They are also responsible for safeguarding the assets of the charitable company and the group and hence for taknng reasonable steps for the prevention and detethion of fraud and other irregularities. The Governor5 have referred to the guidan￿ in the Charity Commission's general guidance on Public Benefit when revlewing the School's aims and objectives and in planninB the Schoovs future actNlties. In particular. the Governors have considered how pknned activltles will contribute to the aims and objectives they have set. In so far as the Governors are aware: There ts relevant audit infomiation of which the charttable companvs auditor is unaware,. and The Governors have taken all steps that they ou8ht to have taken to make themselves aware of anv relevant audit information and to establish that the auditor is aware of that information. The Report (incorporating the Strategic Report) was approved by the Board of Governors of Millfield on 19 March 2021 and signed on its behalf by.. Roland Rudd Chair of Governors 19 INDEPENDENT AUDITOR'S REPORTTOTHE MEM8ERS OF MILLFIELD for the year ended 31 August 2020 Oplnlon We have audited the financial statements of Millfield for the year ended 31 August 2020 whlch comprise the Consolidated Siatement of Financial Aciivities, the Group and Company Balance Sheets, the Consolidated Cash Flow Statement and notes to the financial statements, induding a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards. including Financial Reporting Standard 102 The Finanaal Reporting Standard applicable In the UK and Republic of Ireland Iuniied Kingdom General￿ Accepted A¢¢ounting Pr3rticel. In our oplnion, the financial 5tatements'. give a true and fair view of the state of the group's and of the parent Char￿able companrfs affairs as at 31 Au8U5t 2020 and of the group's and parent charitable company's net movement in funds, includin8 the income and expenditure, for the year then ended.. have been properly prepared in accordance with United Kingdom Generally Accepted Accovntlng Practice,. and have been p￿pared in accordan￿ wfth the reouirements of the Companies Act 2006. 8a515 for oplnSon We Conducted our audit in accordan￿ with International Standards on Auditing IUKI IISAS IUKII and applicable law. Our responsibilities under those standards are further described in the Auditorfs responsibilities for the audit of the financial statement$ 5e¢tion of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRCS 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 suffiuent and appropriate to provlde a basis for our opinion. Responslbilitles of ¥ovemorsfor the financial statements As explained mofe fulty in the govemors. responsibilities statement. set out on page 19. the govemors Iwho are also the directors of the charitable ¢ompany for the purp95es of company lawl are responsible for the preparatlon of the flnancial statements and for bein8 satisfied that they give a true and fair view, and for such Internal Control as the 8oveTnor5 determine 15 necessary to enable the preparation of financial statements that are free from material misstatement. whether due to fraud or error. In preparing the financial staternents. the governors are responsible for a￿essing the group's and the parent charltable compan￿5 ability to continue as a going concem. disc105in& as applicable, matter5 related to going concern and using the going concern basis of accounting unless the governors either irttend to Ilquidate the Broup or the parent charitable company or to cease operations. or have no reallstlc altemative but to do w. Audltorfs re5pon51bllltles for the audll olthe finandal statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. whether due to fraud or error. and to issue an auditorfs report that includes our opinion. Reasonable assurance is a high level of assurance. but is not a guarantee that an audit conducted in a¢cord3nce with ISA5 IUKI will alway5 detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if. individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the finanial statements is located on the Financial Reporting Council's website at- www.frc.or -uk auditorsre5 n5Ébilitie5. This description forms part of our auditorfs report. Conduslons relatln8 to 8olnB concem We have noihin8 to report In respett of the following matters in relation to whith the ISAS IUKI require us to report to you where= the governors, use of the 8oln8 concern basls of accountlng in the preparation of the financlal statements 15 not appropriate- or the 8overnors have not d￿ClOSed in the financial statements any Identified material Un￿rtaIntles that may tast Slgnifitant doubt about the group's or the parent tharitable compan(s abilily to continue to 20 INDEPENDENT AUOITOR'S REPORTTO THE MEMBERS OF MILLFIELD for the year ended 31 August 2020 adopt the going concern basis of accountin8 for a period of at least twelve months from the date when the financial statements are authorised for issue. Other Infomiatlo The governors are respon￿ble for the other information. The other information comprlses the Information included in the Chaiiman's Statement and the Report of the Govemin8 Body. Our opinion on the financlal statements does not cover the other information and, except to the extent otherwise explicitly stated In our report, we do not express any form of assurance condusion thereon. In connection with ovr audit of the finandal statements. our responsibillty Is to read the other inforrnation and, In dolng $0, consider whether the other information 15 materially incon515tent with the financial statements or our knoWI￿ge obtained in the auditorotherwiseappearsto be materially misstated. If we identify such materlal Incon5i5tencie5 or apparent material misstatements, 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 misststemertt of this other information. we are required to report that fact. We have nothing to report in this re8ard. Oplnlons on other matters prescrlbed bythe Companles Act 2006 In our opinion, based on the work undertaken in the course of the audit= the information glven in the Report of the Governlng Body (which incorpoTates the strategic report and the directors. report p￿pared for the purp05e5 of company lawl for the financial year for whlch the financial statements are prepared is consistent with the financial statèmènts,. and the strategic Teport and directors. report included within the Report of the Governin8 Body has been prepared in accordance wth applicable legal requirements. Matters on whlch we are requlred to report by exceptlon In the Ilght of the knowledBe and understandin8 of the group arTrd the parent Charitable company and its envlronment obtained in the course of the audit, we have not identified material mi55tatement5 in the Aeport of the Governing Body Iwhich incorporates the strategic report and the directors. report). We have nothing to report Sn respect of the followin8 matters in relation to whi¢h the Companies Act 2006 requires us to report to you if, in our opinion.. adequate accounting records have not been kept by the parent charitable company,. or the parent charitable company financial statements are not In agreement wllh the ac¢ountlng records and returns,. or certaln dlsclosures of go¥emors' remuneration spe¢ified by law are not made. or we have not received all the information and ewanations we require for our audit. Use of our report This report 15 rnade solely to the charitable company's members, a5 a body, in accordance wlth Chapter 3 of Part 16 of the Companies Act 2CQ6. Our audit work has been undertaken $0 that we might state to the Charltable company's members those matters we are required to state to them in an Aud4tor's report and for no other purpose. To the fullest e￿eftt pÈmiittèd by law, we do not •ttept or assume responsibility to anyone other than the charitable ¢ompany and the charitsble company's members as a body, for our audit work. for thls report, or for the opinions we have formed. Tracey Young (Senior Statutory Auditor) Fc*r and on behalf of Haysmacintyie LIP. Statutory Auditors Date.. 09 Aprjl 2021 10 Queen Street Place London EC4R IAG 21 CONSOLIDATED STATEMENTS OF FINANCIAL AcnwnES for the year ended 31 August 2020 Unrestricted Funds Restrftted Funds Total 2020 Total 2019 Note Income from: Charitable Activities: Fees receivable Other edu¢ational income 39.820 2.921 39,820 1921 43,622 3,442 Other Trading Activities.. Other fees and external hlrin8 Subsidiary trading income Inveslment in¢ome Donations, grants and legacie5 Other income Total In¢ome 5,609 824 32 117 97 53,743 549 17 549 22 1,745 17231 104 46,288 17181 45,570 Expendlture on: Charitable Activities Raising Funds.. Other fee5 and e¥temal hirin8 Subsidiary trading expenditure Fundraising Finance and Other Costs Total Expendlture 147.2401 147.240) 148,4761 11.150) 1503 1142 17191 149,754} 11,150) IS03} 11421 719 149,7541 14,6761 17231 11601 15181 154,5531 Net (Expendlture) Transfers between funds Other Recognlsed fjains/lLossesl: Re-measurement of the net defined benefft pension liability Net Movement In Funds Total Funds Brought Forward 13,466} 19 17181 1191 14,1841 18101 22 124 124 14,2401 13.3231 42,826 17371 (4,0601 44.339 15.0501 Total Funds Carried Forward 39,503 776 40.279 44J39 All amounts relate to continuing operations. Comparatwe table Included on paBe 41, note 26. The notes on pages 25-42 form part of these finanaal statements. 22 BALANCE SHEErs for the year ended 31 August 2020 Com Note 2020 £0 2019 2020 £'ooo 2019 £'ooo Flxed Assets Tangible lixed assets Investments li 12 62?03 65.C(8 62,903 325 63,228 65,009 325 65,334 62903 65.Crf)9 Currenl Assets st¢xks Debtors Cash at bank and In hand 13 14 294 L191 311 1,385 7,970 i.iii 5.976 7.087 1.240 7,957 9,197 7.48S Creditors: amounts falling due within one year Net Current Ilabllttles 17,677 110.1921 17.289 17,6231 110,5381 18,0721 Total Asseis Lem Current LSabllltles 52,711 57,386 14,7091 52.690 57,262 14.7091 Credltors: amounts falling due after more than one year 16 I4,5￿) Net Assets Excludlng Pen$lon Llablllty Defined benefit pension liability Net Assets 48.211 52,677 48,19) 52,553 40,279 44.339 40,258 44,215 Funds Unrestricted funds General 47.435 51.164 47,414 51.040 Pension reserve 22 17,9321 18.3381 17,9321 18,3381 19 19 39.503 776 42,826 1,513 39,482 776 42.702 1,513 Restricted funds Total Funds 40.279 44,339 40,258 44,215 The parent compan￿5 net expenditure for the year. before movement in the pension reserve was £4,362,(K)O 12019: net expenditure £1,007,Crt)01. The financial Statements were approved and authorised for issue by the Board of Governors of Millfield on 19 March 2021 and signed ¢)n its behalf by.. an Rudd Chair of Govemors The notes on pages 25~ 42 form part of these financial statements. 23 CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 August 2020 2020 £'orJ) 2019 Note £'LTh)O Operatlng Actlvltles Cash generated from operation5 23 15291 L368 Inve5tlng ArtSv5tle5 Interest received Purchase of tangible fixed assets Loss on disposal of tangible fixed assets Net ¢ash used In In¥estln8Arti¥lties 22 14.9011 717 32 16.9561 li Nnan¢ln8 A¢tl¥ltles Repayment of borrowlngs Interest paid Receipt5 from new advance fee contracts Advanced fees repaid Net ush generated fr¢)m financingActivftSes 15811 11031 3,597 11921 15411 11361 5,075 11741 Cash and cash equivalents al erKI of year 11.9701 11,3251 Cash and cash equivalents at beginning of the year 7,970 9,295 Gish and cash equNalents at end of the year 6.000 7,970 RelatSng to: Bank balances Included in cash at bank and in hand 6.000 7,970 Anoly$55 of M0￿meThts In nel ash 2019 Cash flows 2020 rooo Cash at bank and in hand 7.970 11,9701 6,OC Total cash and cash equivalents 7.970 11,9701 6,0 Loan (Due in le5S than one yearl Loan (Due after more than one yearl 15811 11,2761 1411 622 16221 16541 Total 6,113 11,3891 4,724 The note5 on pages 25- 42 fom) part of these financial stètements. 24 NOTES TO THE FINANCIAL STATEMEKrs for the year ended 31 Au8USt 2020 General Inlomiatlon & Prfndpal Accounllng Polkles Millfield Limtted 1.the Companfl is a company Irmited by guarantee domioled and incorporated in En8land. The addTe5s of the Compan￿5 re8i5tered office and prinopal place of bu5ine55 ￿ Millfield, Street. Somerset, BA16 OYD. The School consolidated acc¢)unts consist of the Company artd all of tts subsidiaries detailed in note 12. The Company's and 5ub5idiarf5 principal actiwties and noture of operation5 are detailed on page 11. A summary of the more important accounting policies, induding those affecting the m05t significant Itèms In these financlal statements, Is set out below= al 8usls olac¢ountln¢ The accounts have been prepared under thè Companles Art 2006 and In accordance w¢th the Charitles Statement of Recommended practi￿ and FRS 102 - Second EditTron. The school is ¢onsideregn55ed In the SOFA 1741 59 14,2991 14,2401 124 Targèt retum Property Insurance annuities Cash and net current assets Falr valuè of scheme assets 11,576 1,698 95 19 13.388 11,697 1,752 97 44 13.590 Actual return on stheme assets over perlod IS4 2020 £'coo 2019 Reconclllatlon of funded status Opening defiot Employer contribution Char8è rècofded in SOFA ILossllGain recorded in statement of financial activities Closlng defidt 18,3381 420 11381 124 7,932 14,3001 420 12181 4,240 8,338 39 NOTES TO THE FINANCIAL STATEMENT5 for the year ended 31 Au8USt 2020 2020 %pa 2019 %pa Maln Itnandal aswmffjlons Dlscount rate Price inflatlon- RPI cpi Deferred pension in¢reases= - Pensions accrued to $14109 - Pensions accrued from 614109 Penslon Increases in payment: - GMPS attrued from 614188 Non-GMPs accrued to 3118105 - Penslon accrued from V9105 Mortallty assumptlons and Ilfe expertan¢les Expected future lifetime from age 65= Male currently aged 65 Female currently aged 65 Male currently aged 45 Female currently aged 45 2020 Years 21.8 24.1 22.8 2019 Years 21.6 23.9 22.7 25.0 RKonclllatlon of net expendlture lo net cash ￿nerated from 0￿00n5 2020 rooo 14,1841 2019 £'ooo 18101 Net IExpenditurel Adjustments for.. Depre¢iation of tan8ible fixed assets Defined benefit pension scheme adjustment Interest receivable Interest payable Loss on sale of tanwble fixed assets Operatln8 ¢ash flow5 before movements kn workln8 ¢apknl 5.585 14201 1221 310 705 1.974 5,549 14201 1321 441 4,735 Decrease Sn stocks De¢rease in debtors Increase in creditor5 Advan￿ fees applied 17 194 2.196 14,9101 12,5031 50 254 2,144 15,8151 13,3671 Cash generated from operatlons 15291 1,368 Flnan¢lal Commltments At 31 August 2020 the group had total future minimum lease payments under non-cancellable operating leases, as follows- Other 2020 Motor Vehlcles 2020 2019 £'o 2019 £'ooo 122 83 Amounts due within one year Amounts due in two to five years 36 43 35 62 73 io 40 NOTES TO THE FINANCIAL sTATEmE￿r5 for the year ended 31 August 2020 25. Relaled Party Transactlons Transactions between the School and Its subsldiary. Millfield School Enterprises Limbted are dlsdosed below.. 2020 £'oc 2019 Purchases of goods In year Rents recelved Gift Aid re￿1ved 367 33 557 33 162 The School has a Ilmlted number of students who arè family members of governors. Fees are payable at the same level as other Students, and entitlement to fee remis5Lon 15 considered in line with the Schr)01'5 stated policv. The Governors made a8gre8atè donations of £2.240 dLtrin8 the year to Millfield. One of thè Governors, N Della Valle, is a dirertOT of Della Valle Architects which charged £15,510 for Services provided on an ami's len￿h basis durin8the year to Miiifield. No other rel8ted partytransactions other than those ltsted In note 9. Prlor year Consolldated Statement of Flnamlal Actl¥ltles by Fund Unrestrlrted Fun(Js Reslrlrted Funds £,￿0 Total 2019 Note Income from". Charltable Activities: Fees re¢eNable Other educathonal income 43.622 3,442 43ffj22 3.442 Other Tradlng ActSwties'. Other fees and erternal hirin8 Subsidiary trading income Investment Income Donations and legacles Other Income Tthal Income 824 24 824 32 117 115 97 53,620 123 53,743 Expendlture on: Charitable Activlties Raising Funds= Other fee5 and external hirin8 Sub51diary trading expenditure FundralsinB Finan¢e and Other Costs Total Expendltur• 148,4581 1181 1488761 14,6761 17231 11601 518 154.5351 14.6761 17231 1160) 518 154,5531 Net Income oiher recogn15ed losses: Re-measurement of the net defined beneflt 19151 105 (8101 22 14.2401 14,2401 Movement In Funds Total Funds Brought Forward 1S.ISSI ios ls.osoi Total Funds CarrSed FoThnrd 19 42.826 1,513 44,339 41 NOTE5 TO THE FINANaAL STATEMENTS for the year ended 31 AuBilSt 2020 27. Contlngent Llabllltles The School has a ¢ateringcontract with Chartwe115 until 31 August 2021. As part of thecontract the School has benefitted from an investment in the School's dining hall facilities which, under the terms of the contract, arewritten down over a straight-1Sne basis from the date of expenditure to the 31 August 2021. In thè event that the School terminates the ￿ntract earfy it would be liable to repay the written down value of the Imiestment. As èt the year el￿ the wrttten down value of the investment is £180,LThJ)12019: £360,OC￿>. Capllal The Company is limlted by guarantee and doe5 not have a share capltal. 42 GOVERNORS, ADVISORS AND KEY STAFF for the year ended 31 August 2020 The Governots of Millfield 1.the School"l are the Schoofs charity trustees under charity and the dirertors of the charitable company. During the year the actNlties of the Goveming Body were tarrlÈd out through five committees. In addition io the ￿MM[￿ee$ some members of the Governin8 Boo* also act as trustees for Millfield Retirernent Benefits Scheme and as director5 of subsidiary companies (Millfield School Enterprlses Limited and Millfield Overseas Limitedl. The members of the Governing Body who served in office as Governors durlng the year and subsequently are detalled below. 111 121 131 141 151 161 171 ftoland Rudd ChalrnMn Wim Bushell Richard Clark Dr. Nicola Della Valle Frances Dicken5 Appointed 23 November 2019 Stephen East Richard Exley Tim Griffiths Deputychalr Kate Griggs Christopher Hirst Andrew Jackson Resigned 9 September 2020 Chrls Macdonald John Maudslay Janet Mitchell Dou8las Plnto Anabel Sexton Marc Simon Appointed 20 March 2020 Appointed 13 August 2020 Timothy Taylor Robert Thornton Richard Tovey Peter Warner Oliver Welsby Resigned 24 March 2020 Resigned 29 September 2020 Appointed 13 August 2020 *c denotes the current Chair of a committee or board. l. Audit. Compllance and Risk Comrnfittee Building and Finance Committee 3. Appointments Committee Education Committee S. Trustee. Millfleld Retirement Benefits Stheme Director, Miiifield School Enterprises Limited Director, Millfiekl Oversea5 Limited OFFICERS- Ikey management persmnel Currently and throuÉhout the year) Gavin Horgan Shirley Shayler Melissa Johnson Headmaster of Millfie5d Headmistress of Miiifield Prep School Finance Dlreuor of Miiifield Schools SECRETARY AND CLERKTO THE GOVERNORS Rachd Surnmerhayes 43 GOVERNORS, ADVISORS AND KEY STAFF for the year ended 31 Au8U5t 2020 REGISTEREO OFFICE Mbllfield Street Somerset BA16 OYD WEBSITE www.millfieldschool.com AUDITOR haysmacintyre 10 Queen Street Place London EC4R IAG BANKERS Lloyds Bank plc 25 Gresham Street London EC2V 7HN 50UCtroRS Veale Wasbrough Vlzards Narrow Quay House Narrow Quay Bristol BSI 4QA