st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021 Charity Commission Number 312749 st Paul's Schools Foundation Trustee's Annual Report & Financial Stoternents 2021 13 CONTENTS Foreword Trustee's Annual Report for the year ended 31 March 2021 Objectives and activities tor public benefit Grant making policy A review ol performance and achievements Monitoring and Impact Future plans Financial Review Funding Sources Investments Results for the year 10 Financial position 10 Fundraising 10 Investment policy 10 Risk management Resetves policy structure, governance and management 12 Our volunteers 13 Related parties 13 Trustee's responsibilities in relation to the tinancial statements 14 Independent Auditor's Report 16 statement of Financial Activities for the year ended 31 March 2021 21 st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021 14 statement of Financial Activities for the year ended 31 March 2020 22 Balance Sheet as at 31 March 2021 23 statement of Cash Flows for the year ended 31 March 2021 24 Notes to the financial statements 25 l Accounting Policies 25 2 Income 28 3 Expenditure 29 4 Tangible Assets 30 5 Investment Properties 31 6 Quoted Investments 31 7 Debtors 32 8 Creditors.. Amounts Falling Due Within One Year 32 9 Analysis of Funds 32 10 Grant Commitments 34 11 Related Parties and Connected Charities 35 12 Reconciliation of Net Income IIExpenditure) To Net Cash Flow Used In operating Activities 37 13 Grants 38 Legal & Administrative Information 39 - - - - - - - - - - - st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021 112 Structure, governance and management The Wardens and Commonalty of the Mystery ot Mercers of the City of London (more commonly known as The Mercers Company) which is a body corporate formed by Royal Charter in 1394 is the Trustee of the Charity and is the controlling party. The Mercers Company's governing body (the Court of Assistants) acts for the Company as Trustee. From 13 July 2019 to 9 July 2021 the Master was MCL Aspinall. Since 9 July 2021 CJ Vermont hos been Master. The Clerk to the Mercers. Company is RM Abernethy. The Mercers, Company acts as trustee for several charities and has established a governance committee for each charity. The members of the Charitys Governance Committee are: Mr MCL Aspinall (Chairman) Mr CC Scott Mr RC Cunis JP The Charity Governance Committee reviewed the Charity's grant making strategy, investment policy and reserves policy in 2021. The Charitys Governance Committee also delegated certain matters to a number ofthe Trustee's specialist committees.. Fun¢tion Delegated Body Grant making oung People & Education Committee Philanthropy Committee Property Committee Investment Sub-committee Oversight of investment property Oversight of investment management Overview of risks and financial management Audit Committee - - - - - ## Independent Auditor’s Report - - - - - - - - - - - - - - - - - - - 22 November 2021 Trustee’s Annual Report & Financial Statements 2021 21 st Paul's Schools Foundation Trustéè's Annuol Rèpoit & Fintsneitsl Stotèmants 2021122 Statement of Financial Activities for the year ended 31 March 2020 31 Iv1arch 2020 Unrestricted Restricted Endowment Total Funds Funds Funds Funds Note £'ooo £'ooo £'ooo £'ooo Incom• Donations and legacies Investments 1,628 1,628 831 831 Total incom• 831 1,628 2,459 Expenditure Raising funds Investment management costs (59) (519) (3,000) (578) (3,000) (545) (37) (96) (3,519) (3,615) (2,250) Charitable activities Total expendlturo (Losses)IGains on investments Net income and net movement In (37) (1,714) funds (292) (1,363) (1,751) (3,406) Fund balances brought forward at I April Fund balanc•s carried forward at 31 March 6,534 4,364 19,711 30,609 6,242 3.001 17,960 27.203 All of the Charity s activities are derived from continuing operations. There are no recognised gains or losses other than those disclosed above. st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021123 Balance Sheet as at 31 March 2021 31 March 2021 31 March 2020 Note £'ooo £'ooo £'ooo £'ooo Fixedassets Tangible assets Investment properties Quoted Investments 3,609 3,609 4,538 3,538 20,757 15,809 Total fixed assets 28,904 22,956 Current assets Debtors 158 41 Cash on deposit Cash at bank and in hand 201 12 1,123 4,322 Total current assets 1,482 4,364 Creditors.. amounts falling due within one year (80) 1,402 (117) 4,247 Nel current assets Total not assets 30,306 27,203 Thefunds ofthe Charity. Endowment funds 22,170 17,960 Restricted income funds 67 3,001 Unrestricted income funds 8,069 6,242 Total charity funds The attached notes on pages 25 to 39 form on integral part of these financial statements. The financial statements on pages 21 to 39 were approved by the Trustee on18 November 2021 and signed on its behalf by.. 30,306 27.203 Mr CJ Vermont Mr RM Abernethy Clerk to the Mercers, Company Master 18 November 2021 st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021124 Statement of Cash Flows for the year ended 31 March 2021 2021 2020 Note £'ooo £'ooo Cash Ilows Irom operating a¢tlvitie& Net cash used in operating activities Cash flows from investing activitieg: Interest received 12 (3,442) (3,347) Dividends received 533 673 Proceeds from the sale of gifted investments Purchase of investments 2,944 (4,472) (219) 4,601 (7,076) 374 (Increase)Idecrease in cash held by investment managers Proceeds from the sale of investments 6,619 Net cash provided by investing activities 443 3.538 Change in cash and cash equivalents in thefinancial year Cashand cashequivalentsatthebeginning ofthefinancial (2,999) year 4,323 4,132 Cash and cash equlvalents at tho end of the flnanclal year 12 1,324 4,323 st Paul's Schools Foundation Trustèè's Annuol Rèport & Finonciol Stotèmants 2021125 Notes to the financial statements l Accounting Policies ACCOUNTING BASIS The financial statements have been prepared under the historical cost convention with items recognised at cost or transaction value unless otherwise stated in the relevant notes to these financial statements. The financial statements have been prepared in accordance with Accounting and Reporting by Charities Statement of Recommended Practice for charities preparing their financial statements in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS l(T2) (-SORP (FRS 102)), the Financial Reporting standard applicable in the UK and Republic of Ireland (FRS102) and the Charities Act 2011. The financial statements have been prepared to give a'true and fair, view and have departed from the Charities (Accounts and Reports) Regulations 2008 only to the extent required to provide a 'true and fair view.. This departure has involved following the SORP (FRS102) rather than the previous withdrawn version which it replaced. The Chority constitutes a public benefit entity as defined by FRS102. GOING CONCERN The Trustee considers that there are no material uncertainties about the Charity's ability to continue as a going concern. The Trustee has considered the impact of the ongoing Coronavirus pandemic on the Charity's operations, with a particular focus on its effect on its beneficiaries and suppliers and on the Charity's income and expenditure. The Trustee does not consider this to be cause for material uncertainty in respect of the Charity's ability to continue os a going concern. The Charity has reforecast its grant making budget and adapted to its beneficiaries, needs. The Trustee considers that it has sufficient financial resources for the foreseeable future, despite the ongoing pandemic. Therefore, thefinancial statements have been prepared on a going concern basis. - - - st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021128 2 Income Investment income was generated as follows.. 2021 2020 £'ooo £'ooo Rents Irom investment properties Dividend income from endowment fund 223 184 363 504 Dividend income from general investment fund Interest on deposit account 143 139 729 831 During the year, two restricted legacies were received by the Charity amounting to £267,000 (2020: nil). Restricted donations of £1,628,000 were made by the Mercers Company by gift of shares in 2020. Gifted shares, received os a donation from the Mercers, Company were sold as follows: 2021 2020 £'ooo £'ooo Opening balance as at l April Received in the year Disposals Gains on disposal Closing balance as at 31 March 1,307 1,628 (2,944) st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021129 3 Expenditure a) Analysis of total expenditur8. Oovernanco Other Orant- &Support direct Total Total costs costs 2021 2020 Further making notes £'ooo £'ooo £'ooo £'ooo £'ooo Investment management costs Charitable activities 92 94 96 13 3,608 3,608 49 3,657 3,519 51 92 3,751 3,615 Oovernanc• other Grant- &Support direct costs costs Total Further maklng notes £'ooo 2020 £'ooo £'ooo £'ooo Investment management costs Charitable activities 94 96 3,446 55 18 3,519 3,446 57 112 3,615 b) Analysis ofgovernonce and support costs Charitable Raisingfunds activities Total Total Basls of 2021 2020 apportionment staff time £'ooo £'ooo £'ooo £'ooo staff costs 32 34 38 Office administration Staff time Audit lees Expenditure 49 51 57 st Paul's Schools Foundation Trustéè's Annuol Rèport & Fintsneitsl Stotèmants 2021130 Charitablo Ralslngfunds activities Total Basis of 2020 apportionment staff time £'ooo £'ooo £'ooo staff costs 36 38 Office administration Staff time Audit tees Expenditure 55 57 The Charity has no employees (2020.. nil). The Mercers, Company, by way of a services agreement, provides staff and facilities to the Charity. There were no directly employed staff during the year (2020.. nil). The Trustee has not received any emoluments or reimbursements during the year for services as a Trustee {2020'. nil). No Trustee indemnity insurance costs have been paid by the Charity (2020.. nil). £9,100 (excluding irrecoverable VAT) (2020.. £9,000) was charged to the SOFA for audit fees. 4 Tangible Assets 2021 2020 £'ooo É'ooo Reversionary interest of land and buildings at st Paul's School, St Paul's Girls, School and Bute House Preparatory School for Girls Freehold and leasehold interest in land at st Paul's School 100 100 3,509 3,509 3,609 3,609 The operating land and buildings were leased to the Schools on I September 2007 for125 years at a rent of £1,000 per annum each. As a consequence, their reversionary interest was valued at £ioo,000. In 2009, freehold and leasehold interests in land were purchased at St Paul's School. The duties, obligations and responsibilities of the Schools as tenants of the Charity are delined by the terms of leases. As freeholder, any alterations to buildings at the Schools must be in accordance with the associated lease and approved by the Charity. The net book values shown do not represent current open market valuations. st Paul's Schools Foundation Trustéè's Annuol Rèport & Fintsneitsl Stotèmants 2021131 5 Investment Properties The Charitys investment properties are as follows.. l April Revaluation 2020 gain8 £'ooo 31 March 2021 £'ooo £'ooo Freehold property at market value Historical cost 3,538 1,000 1,000 4,538 315 315 A full external valuation was done on 31 March 2021 by CBRE Limited, who are a qualified independent firm of surveyors. 6 Quoted Investments The changes during the year analysed by fund are as follows: Movement Revaluation 31 March 2020 Purchases Sales in cash gains £'ooo 2021 £'ooo £'ooo £'ooo (1,419) £'ooo £'ooo General Investment 4,983 1,510 113 1,531 6,718 Fund Endowment Fund 10,826 15,809 2,962 4,472 (2,744) (4,163) 106 2,889 4,420 14,039 20,757 219 Historical cost 17,672 17,394 The investment allocation at the year end was as follows: 2021 £'ooo UK Equlties Overseas Equities Fixed Income 10,804 7,523 52.1 36.2 1,779 Alternatives Cash 460 Total 20,757 ioo.o st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021133 Endowment Funds The endowment funds were established at the time the Charitywas created. The Charity was endowed by John Colet, Dean ol St Paul's, in1509 on the founding ot the St Paul's School. The investments are held to generate income and are applied in furtherance of the Charity's objects. The net assets by funds are as follows: Unrestricted Restricted Endowment 2021 funds funds funds Total funds £'ooo £'ooo £'ooo £'ooo Tangible assets Investment properties Quoted investments Net current assetsl(liabilities) 3,609 4,538 14,039 (16) 22,170 3,609 4,538 20,757 1,402 30,306 6,718 1,351 8,069 67 67 Unrestricted Restrlcted Endowment 2020 lunds funds funds Total funds £'ooo £'ooo £'ooo £'ooo Tangible assets Investment properties Quoted investments Net current assetsl(liabilities) 3,609 3,538 10,826 (13) 17,960 3,609 3,538 15,809 4,983 1,259 3,001 4,247 6,242 3,001 27,203 st Paul's Schools Foundation Trustéè's Annuol Rèport & Fintsneitsl Stotèmants 2021134 10 Grant Commitments Grant commitments, subject to various conditions, as follows: 2022 2023 Classical Roadshow 20,000 20,000 Create Arts 24,843 75,000 20,000 Culloden Primary School- A Paradigm Academy Hammersmith Academy Trust Holy Trinity & St Silas C E Primary School st Paul s Girls School 25,000 75,000 25,000 75,000 40,000 75,000 40,000 St Paul's School 329.843 185,000 st Paul's Schools Foundation Trustéè's Annuol Rèport & Fintsneitsl Stotèmants 2021135 11 Related Parties and Connected Charities The following related parties and charities have common management and are therefore regarded as connected.. Becket House Limited (dormant) Charity of Sir Richard Whittington Charter 600 Charity Earl of Northampton s Charity Lady Campden's Money Legacy for Loans Longacre Estates Limited (dormant) Longmartin Properties Limited Maiden Trading Limited (dormant) Mercers, Company Educational Trust Fund (dormant) Mercers. Company Housing Association Mercers, School Memorial Trust (incorporating The Merrett Bequest) MSM Trust (dormant) Old Mercers, Benevolent Fund The Mercers Charitable Foundation The Mercers Company The principal address of the above entities is: 6 Frederick's Place London EC2R 8AB st Paul's Schools Foundation Trustee's Annual Report & Financial Statements 2021137 12 Reconciliation of Net Income l(Expenditure) To Net Cash Flow Used In Operating Activities 2021 2020 £'ooo £'ooo Net income l(expenditure) for the reporting year (as per statement of financial activities) Adjustments for.. (Gains)Iiosses on investments Gifted investments 3,103 (3,406) (5,858) 2.250 (1,628) (4) (643) 55 Interest receivable Dividends receivable (506) (144) (37) (3,442) Change in debtors Change in creditors Net cash used in operating activities 29 (3,347) ANALYSIS OF CASH AND CASH EQUIVALENTS 2021 2020 £'ooo £'ooo Cash at bank and in hand 1,123 4,322 Cash on deposit Total cash and cash equivalents 201 1,324 4,323 st Paul's Schools Foundation Trustèè's Annuol Rèport & Finonciol Stotèmants 2021139 Legal & Administrative Information LEGAL STATUS BANKERS The Charity has registered number 312749 and is regulated by a Scheme of the Charity Commissioners dated 28 August 2007, having replaced the previous scheme of October 1995. Barclays Bank PLC, I Churchill Place, London E14 5HP INVESTMENT MANAGERS PRINCIPAL ADDRESS Rathbone Brothers PIC 6 Frederick's Place 8 Finsbury Circus London, EC2M 7AZ London EC2R 8AB INDEPENDENT AUDITOR PROPERTY MANAGEMENT Buzzacott LLP Knight Frank Pennant House, Napier Court Reading. RGI 8BW 130 Wood Streel Londory EC2V 6DL