BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 ANNUAL REPORT AND ACCOUNTS 30TH JUNE 2024 PA YNE HICKS BEACH LLP Solicitors 10 New Square Lincoln's Inn London WC2A 3QG
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 CONTENTS Re Administrative information about the charity, its directors and advisers 4-10 Directors, report Independent audilorfs report Accounts 15 statement of financi81 activities 16 Balanca sheet 17 statement of cash flow 18-20 Principal accounting policies Notes lo the accounts endix 27 Grants payable
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 ADMINISTRATIVE INFORMATION ABOUT THE CHARITY ITS TRUSTEE AND ADVISERS CORPORATE TRUSTEE Bill Brown Charity Trustees DIRECTORS OF THE CORPORATE TRUSTEE THE DIRECTORS Graham Stephen Brown Anthony John Barnett Neil John Wingeralh PRINCIPAL ADDRESS 10 New Square Lincoln's Inn London WC2A 3QG WEBSITE ADDRESS wWw.bllbrOwnCharitY.0rg CHARITY REGISTRATION NUMBER 801756 AUDITOR Bright Grahame Murray Emperorfs Gale 114a Cromwell Road Kensington, London, SW7 4AG INVESTMENT MANAGER Inveslec Wealth and Investment Limited 30 Gresham Slreel London EC2V 7QN BANKERS CAF Bank 25 Kings Hill Avenue Kings Hill West Malling Kent ME19 4JQ PROPERTY MANAGEMENT H811 Barn Estates Limited The Eslale office Home Farm Hall Barn Be8consfield Bucks HP9 2SG Bidwells LLP Bidwe51 House Trumpington Road Cambridge CB2 9LD SOLICITORS AND ADMINISTRATORS Payne Hicks Beach LLP 10 New Square Lincoln's Inn London WC2A 3QG
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa DIRECTORS, REPORT - 30TH JUNE 2024 The directors of the corporate trustee (the directors) presents ils slalutory report togelher with the accounts of Bill Brown's Charitable Settlement of 1989 (also referred lo as "The Bill Brown 1989 Charitable Trust") for the year ended 30th June 2024. The a¢counls have been prepared in accordance with the accounting policies sel out on pages 18 10 20 of the attached accounts and comply wilh the Charity's Irusl deed, applicable laws, applicable United Kingdom Accounting Slandards (United Kingdom Generally Accounted Accounting Praclicel, and Accounting and Reporting by Charilies.. Slatemenl of Recommended Practice applicable to charities preparing Iheir accounts in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland IFRS 102}, second edition (October 2019). GOVERNANCE, STRUCTURE AND MANAGEMENT Governance The Bill Brown's Charitable Selllemenl of 1989 is governed by a trust deed dated 2nd May 1989. The unincorporated charity is registered under the Charities Act 2011, Chariiy Registration No. 801756. The statutory power of appointment of new directors of the corporate trustee lies with the continuing directors themselves. The names of the trusteesldireclors who setved during the year are set out as part of the administrative informalion on page 3 of Ihis Annual Report and Accounts. Brief biographical details are given below.. Graham Stephen Brown Mr. Brown was a trustee since inception until his resignation as an individual trustee of the Charity on 11 th December 2020. He was a partner in Payne Hicks Beach from 1972 until 2009, and was senior partner from 1994 10 2008, and was a consultant with the firm until retiring on 31 st May 2014. He is an Honorary Bencher of the Honourable Society of Lincoln's Inn. Mr. Brown is not related lo the lale settlor. Anthony John Barnett Mr. Barnell was appointed a trustee on 26th September 1997 until his resignation as an individual trustee of the Charity on 11 th December 2020. He is a Chartered Accountant and retired as finance director of Verlingue Limited on 30th September 2020. Nell John Wlngerath Mr. Wingeralh was appointed a director in January 2024. He was for many years employed as Head of the Trust and Tax Department of Payne Hicks Beach LLP. Bill Brown Charity Trustees On 11th December 2020, BS11 Brown Charity Trustees was appointed the sole truslee of the Trust. The directors of the corporate Iruslee are Graham Stephen Brown, Anthony John B8rnett and Neil John Wingerath. Mr. Brown and Mr. Barnett were appoSnted as directors on 8 April 2020. The corporate trustee holds tille of the investmenl properties belonging to the Irusl. On agreeing lo their appoinlmenl, the directors are thoroughly briefed by their co-directors on the history of the trust, the day-lo-day management, the responsibilities of the directors, the current objectives and future plans. Dlrectors. responslbllltles statement The directors are responsible for preparing the directors, report and accounts in accordance wilh applicable law and United Kingdom Accounting Standards (Uniled Kingdom Generally Accepted Accounting Praclicel.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 DIRECTORS, REPORT- 30TH JUNE 2024 GOVERNANCE. STRUCTURE AND MANAGEMENT (Continued) Directors. responsibilities statement (contlnued) Charity law in England and Wales requires the directors to prepare accounts for each financial year which give a true and fair view of the slale of affairs of the charity at the year end and of ils income and expenditure during that year. In preparlng accounts giving a true and fair view, the directors are required to.. Select suit8ble accounting policies and then apply them consistently., Observe the methods and principles in Accounting and Reporting by Charities.. Statement of Recommended Practice applicable lo charities preparing their accounts in accordance wilh the Financial Reporting Standard applicable Sn the United Kingdom and Republic of Ireland (FRS 1021., Make judgements and esllmales that are reasonable and prudent. stale whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts. Prepare the accounts on the going concern basis unless It is inappropriale to presume that the charity will continue lo operale. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy al any lime the financial position of the charity and whlch enable them lo ensure that the accounls comply with the Charities Act 2011, applicable Charity {Accounts and Reports) Regulalions and the provisions of the trust deed. They are also responsSble for safeguarding Ihe assets of the charily and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integriiy of the charity and financial information included on the charity's website. Legislation in the United Kingdom governing the preparation and dissemination of accounts may differ from legislation in olher jurisdictions. Structure and management reportlng The directors are ultimately responsible for the policies, activities and assets of the charity. Thoy meet twice a year to review the developmenls with regard lo the charily, its grant giving aclivSties and make any important decisions. When necessary, the directors seek advice and support from the charity's professional advisers including investment managers, solicitors and accountants. The day lo day management of the charity's activilies, and the implemenlalion of policies, is delegated lo Ihe Private Client Department of Payne Hicks Beach LLP. The directors are continuing to review and develop the process of managing grant applications and Payne Hlcks Beach LLP administers payments and keeps the books and records of the charity. Al their meetings the directors review the investmenl performance. and the investment managers attend the meetings lo update the directors in detail on the portfolio. The directors review the proposals for grants to be made and approve such grants as appropriate.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa DIRECTORS, REPORT - 30TH JUNE 2024 GOVERNANCE, STRUCTURE AND MANAGEMENT (Continued) Risk management In1Sne with the requirement for charity directors lo undertake a rlsk assessment exercise and report on the same in their annual reporl, the directors have looked al the risks the Bill Brown's Charitable Settlement of 1989 currently faces and have reviewed the measures in place, or needing to be put in place. lo deal with them. The directors have identif5ed three main areas where risks may occur.. Governance Operational Financial Governance looks at the continuity of trusteeship, Ihe skills and background of the directors and the policies of regular meetings of the directors to review their aims and aclivilies. Operatlonal looks al the risk inherent in the delegation of stalutory and legal requirements of the charity, ils management and secretarial functions and delegallon of certain of those functions, and ils grant giving activities. Flnanclal risks include those inherent in delegation of management and custody of listed investments to independenl investment managers. the financi81 record keeping of the charity, its inveslmenl policy, audit and review procedures. Having assessed the major risks lo which the charity is exposed. in particular those relating lo ils investments and ils finances, Ihe directors believe that by ensuring controls exist over key financial systems incorporating the syslems and controls implemented by Payne Hicks Beach LLP, and by delegating the listed investment management function to investment managers, subject lo regular monitoring. including periodic reviews of performance against benchmarks, they have established effective systems to mi15gate those risks. The risk assessment is kept under regular review and is fu51y reassessed every three years. The keys risks faced by the Charity, as identified by the directors, are described below together wilh the principal ways in which they are mitigated. The value of the lisled inveslmenls is dependent on movements in UK and world stock markets. The investments are managed by reputable inveslmenl managers who adhere lo a policy agreed by the directors. The directors meet twice a year with the investment managers and the manager's performance and that of the portrolio are monitored. The investmenl strategy is assessed regularly to ensure il remains appropriate to the charity's needs both now and in the future. Having completed a programme of investment in commercial properties in BeaconsfSeld, Buckinghamshire, the charity now has properties informally valued at 30th June 2024 at £8,230,000 before set off of a1oan from CAF Bank secured against Ihe properties. The directors carry out regular revlews of the properties in conjunction with their property agents Bidwells LLP who remain engaged lo carry out regular strategic reviews. The charity carries out its objectives by providing grants to institutions that are also UK registered charities, whose objects comply with the charity's criteria. There is a risk that a grant provided by the charity may not reach the intended recipient andlor may be used for purposes not consistent with the charity's objects. Whilst the directors are mindful of their own obligation lo ensure that the charity benefits the publSc generally, they lake some assurance from the fact that recipients of grants are themselves regulated lo ensure that they operate for the public benefit.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 DIRECTORS, REPORT- 30TH JUNE 2024 ACTIVITIES. SPECIFIC OBJECTIVES AND RELEVANT POLICIES Activltles and specific obJe¢tlves The directors operate a grant giving policy, providing funds for such charitable objects or institutions as the directors think fil. Inslilulions intending lo make an appeal are directed lo Ihe websile www.billbrowncharity.org where more detailed information concerning particular areas of support, application guidelines. exclusions and grants can be found. The directors aim to make annual equSvalenl distribulions of approximately £475,000, excluding substantial bursary commilmenls. After taking account of the bursaries and grants regularly made, there are limSted funds available for dislribulion lo other charities in accordance with Ihe guidelines sel out in the grant giving policy as summarised on the charity's website. Oblectlves and actlvltles for the public beneflt The directors take Iheir inspiration in identifying their areas of interest from Ihe life of the Settlor, and his own thoughts and wishes, so far as Ihey are known. The directors confSrm Ihal they have referred to the guidance contained In the Charily Commission's guidance on public benefit when reviewing the Trust's aims and objectives and in planning future activities and setting Ihe grant making policy. The Trust carries out these objectives by providing grants and commitments to inslitulSons that are also UK registered charities. whose objecls comply with the Trust's crSteria. Whilst the directors are mindful of their own obligation lo ensure that the Trust benefits the public generally, they lake some assurance from the fact that recipients of grants are themselves regulat8d lo ensure that they operate for the public benefit. Potential recipients of grants are identified by the directors indlvidually in areas where il Is perceived that public benefit will be achieved. The opportunity lo benefit is not restricled in any way except that grants are restricted to bodies regislered in the UK, nol least to facililale the director being able lo follow up on the efficacy of the grants made. In all other respects grants are not limiled in any way except that the recipients should have a charitable need. The directors therefore consider that the Trust's activities are for Ihe benefil of the public generally. Key management The directors of the corporate trustee consider that they alone comprise the key management personnel of the charity in charge of directing and controlling, running and operating the Trust on a day to day basis. All directors give of their lime freely and no directors received any remuneration in the year. Details of directors, expenses and remuneration and any relaled party transactions are disclosed in notes 3 and 4 to the accounts. As noted above. the day or day management of the charSty's activities, and the implementation of policies, is delegated to the Private Client Department of Payne Hicks Beach LLP. Listed investment poll¢y The charity has portfolios of listed investments with an aggregate market value as at 30th June 2024 of £7,530,791.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 DIRECTORS, REPORT - 30TH JUNE 2024 ACTIVITIES, SPECIFIC OBJECTIVES AND RELEVANT POLICIES (Continued) Listed Investment policy Icontlnued) There are no restrictions on the charity's power lo invest. Separate investment strategies are agreed between the directors and the two firms of Snveslmenl managers and are regularly reviewed. These are the subject of separale policy slatemenls which have been completed by the direclors and form an integral part of Ihe agreements with the investment managers to provide investment managemenl services. The investment managers are invited lo allend each formal meeting of the directors lo provide a report on the performance of the portfolios, comparison against the b8nchmarks and general market issues. ACHIEVEMENTS AND PERFORMANCE Commercial property The directors have four comm8rcSal properties and details of these are shown in the attached accounts. Improvement works lo the properties have been undertaken and Ihe properties aro let. At the period end the properties were valued at £8.230,000. The properly investment, including the improvement works, h8ve been funded by a loan of which £1,451,973 remains repayable at 30th June 2024 and is secured on three of the commercial properties. Review of activitlès Total income received in the period from the charily's investment assets and cash deposits amounts to £533,151 which equates to a yield of 3.40/. (based on Ihe market valuation of the assets at the year endl. The directors awarded grants lotalling £166,250 during the year, in accordance with the charity's grant giving policy set out above. A detailed list of all grants made in Ihe period is included in the Appendix on page 27. The directors mainlain a lisl of charitable organisations which the charity regularly supports and they are currently undertaking 8 Gomprehensive review of their grani giving policy as set out above. The directors feel that their objectives have been adequately mel during the period. However, the directors are aware that there are exlerna5 factors, which could affect the achievement of their objectives as a significant part of the charity's assets are made up of investments and cash, the result ofwhich are dependent on the general performance of Ihe UK and overseas stock markets. As noled above under risk management, in order to minimise this, the direclors have set prudent investment policies and place reliance on the investment managers lo monitor and advise on the necessary inveslment changes and suitable asset allocation. Investment performance The yield from the combined income of listed investment assets and cash deposils was 2.4°10, and there was a capital increase of 8.3 /. (based on the valuation of assets al the period endl. At Ihe end of the period (he charily's portfolio of investments comprised of 120/0 UK equities and unll trusts, 19010 UK fixed interest, 69 % overseas equities and fixed Interest. The aggregate rents for the period from the lellings of the properties at London End was £306,247 Iwilh rent arrears of £6,532) which equates lo a gross yleld of 3.7 % p.a. (excluding arrears). In view of the current volatillty in financial markets, the directors are satisfied with the performance of the listed investments and they are contenl also with the return from the inveslmenl properties. They are satisfied that their inveslmenl objectlves will be met over the medium term.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa DIRECTORS, REPORT - 30TH JUNE 2024 FINANCIAL REVIEW Results for the year A summary of the period's results can be found on page 15 of this report and accounts. During the year ended 30th June 2024, total income amounted lo £533,15112023- £464,862), being income arising from the charity's investments including rental income and cash deposits. The directors made grants and commitments to 14 institutions totalling £166,25012023 - £153,250). No new granls were agreed during the year ended 30th June 2024, only regular donations were awarded. Investmenl manager fees were £38,11912023 £39,948), grant administration costs lotalled £63,128 (2023 - £37,454), properly expenses amounted lo £310,261 (including CAF Loan Interest of £126,325) {2023- £228,840) and governance costs were £8,460 {2023- £12,727). Total expenditure was £586,218 (2023- £472,219). There were nel gains on listed investments and investment property during the year of £271,327 {2023 - losses of £377,507). This results in nel increase in funds during the year of £218,26012023 - nel decrease in funds of £384,864). Reserves pollcy and financlal position Reserves policy The directors. policy is to operate on the basis of being able lo continue lo generate sufficient income lo use towards meeting their charitable objects and lo accord wllh their principal alms. The directors are of the opinion that the funds remains sufficient lo enable them to continue this ongoing objective. The charity has sufficient, bul nol excessive, funds to service its objective of making future charitable distributions. Financial posltlon The balance sheel shows total funds of £12,892,662 (2023 - £12,674,402). The unrestricted fund comprises amounts which ultimately are free reserves but which are held by the directors for investment so as to ensure the continued generation of income in future periods, thereby helping to safeguard the long term existence of the chariiy and the achievement of ils objectives. The size of the unrestricted fund sustains and supports the levels of donations which the directors wish lo maintain and enhance over time. The directors consider free reserves to be adequate but not excessive in the light of the charity's reserve policy sel out above. Future plans The directors do not anticipate any significant changes lo the charity or ils activitles over the next two lo five years. It is their intention lo meet the following obje¢lives.' To increase their direct investment in commercial property. To ensure the performance of both lisled investments and property achieves the criteria sel by them so that there are sufficienl funds to meet their grant giving policies.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 e10 DIRECTORS, REPORT- 30TH JUNE 2024 FINANCIAL REVIEW (Contlnuedl Futuro plans Icontlnued) To continue lo make granls and commitmenls al a similar or higher level. Signed on behalf of the directors of the corporate trustee.. Neil Wingerath Director of the Corporate Trustee Approved by the directors of the corporale trustee on.. KpiiL .2025
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 e11 INDEPENDENT AUDITOR'S REPORT- 30TH JUNE 2024 INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF THE CORPORATE TRUSTEE OF THE BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 OPINION We have audited the accounts o18ill Brown's Charitable Settlement 011989 lihe 'ch8rity'l for the year ended 30 June 2024 which ¢omprise the slatemenl ol financial a¢livilies, the balance sheet, the principal accountin9 policies and the notes lo the accounts. The finanryal reporting framework Ihal has been applied in Iheir preparation is appll¢able law and United Kingdom Accounting Standards, including Financial Repc>rting Standard 102 'The Financial Roporting Standard applicable in Ihe UK and Republic of Ireland, (United Kingdom Generally Accepted Accounting Praclicel. In our opinion, the accounts: give a true and fair view ol Ihe slate of the charily's affairs as at 30 June 2024 and ol its income and expenditure for the year then ended., have been properly prepared in accordance with United Kingdom Generally Accepted A¢¢ounling Pr8¢1i¢e', and have been prepared in 8¢¢ordance wilh the requirements ol the Charities Act 2011. BASIS FOR OPINION W@ conducted our audit in accordance wlh International Slandards on Auditing IUKI IISAS IUKII and applicabl6 law. Our responsibilities under those standards are lurlher described in the auditor's responsibilities for the audit ol the accounts section ol our report. We are independent ol the charity in accordance wilh the ethical requirements that are relevant lo our audit of the accounts in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other elhical responsibilities in accordance with these requirements. Wts believe Ihal the audit evidence we have obtained is sufficient and appropriate lo provide a basis for our opinion. CONCLUSIONS RELATING TO GOING CONCERN In auditing the accounts, we have concluded Ihal the directors of Ihe corporate Iruslees, use ol the going concern basis of ac¢ounling in the preparation ol Ihe accounts is appropriate. Based on the work we have performed, we hav6 nol identified any material uncertainties relallng lo events or conditions that, individually or collectively, may cast significant doubt on the Charity's ability lo continue as a going ¢oncern for a period of al least twelve months from when the accounts are aulhorised lor issue. Our responsibilities and the responsibililies of th& directors of the corporate Irustee with respecl to 90ing concern are described in the relevant secllons of this report. OTHER INFORMATION The direclors of the corporate Iruslee are responsible lor the olhtsr information. The other inlormallon Comprises the information included in the Annual Report and Accounts, olher than Ihe accounls and our audilorfs report Ihereon. Our opinion on Ihe accounts does not cover the other inform81ion and we do not express any form of assurance con¢lusion Ihereon.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e12 INDEPENDENT AUDITOR'S REPORT- 30TH JUNE 2024 INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF THE CORPORATE TRUSTEE OF THE BILL BROWN'S CHARITABLE SETTLEMENT OF 19B9 OTHER INFORMATION Icontlnuedl In connection with our audit ol Ihe accounts, our responsibilily is lo read the other inlormalion and, in dolng so. consider whether the other information is materially inconsislenl wlh the accounts or our knowledge obtained in the audit or olhtsrwise appears lo be materially misslaled. 11 we identify such material inconsislen¢ies or apparent materi81 misslalements, we are required lo determine whelher there is a material misslalemenl in the accounts or a material misslalemenl ol the other inlormalion. 11, based on the work we have performed. we conclude that there is a material misslalement of this other inlomation. we are required lo report that facl. We have nothing lo report in this regard. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION We have nothing lo report in respect ol the lollown9 matters in relation lo which Ihe Charities Act 2011 requires us to rtrport to you il, in our opinion.. the information given in the dire¢lors' report is inconsistent in any material respe¢l with the accounls., or sullicienl accountin9 records have not been kept,. or the accounts are not in agreement with the accounting records and returns., or we h8ve not received all Ihtr information and explanations we require for our audit. RESPONSIBILITIES OF DIRECTORS As explained more lully in the directors, responsibilities slalement. the directors ol Ihe corporate trustee are responsible lor the preparation of the accounts and for being satisfied Ihal they give a true and fair view, and lor such internal control as the directors ol Ihts Iruslee determine is necessary lo enable the preparation ol accounts th81 are Ire& from material misstatement, whether due lo fraud or error. In preparing Ihe accounls, the direclors of the Iruslee are responsible lor assessing the charity's abilily lo continue as a going concern, disclosing, as applicable, mallers related lo going concern and using the going concern basis ol a¢counling unless the directors ol Ihe trustee either intend lo liquidate the charity or to cease operations, or have no realistic allernalive bul lo do $0. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE ACCOUNTS We have been appointed as auditors under se¢lion 144 01 the Charities Act 2011 and report in accordance with the Act and relevant regulations made or having eflecl Ihereunder. Our objectives are to obtain reasonable assurance about whether the accounts as a whole are free from material misslatemenl. whether due lo fraud or error, and lo issue an auditor's report that includes our opinion. Reasonable assurance is a high level ol assurance, bul is not a guarantee that an audit Conducted in a¢cordance with ISAS {UKI will always detect a material misslalemenl when il exists. Misstalemenls can arise from fraud or error and are considered material if, individually or in Ihe aggregate, they could reasonably be expected lo influence the e¢onomic decisions of users taken on the basis of these accounts. Irregularities, induding fraud, are Snslances of non.compliance wlh laws and regulations. We design procedures in lints with our responsibillli6s, outlined above, lo delecl material missiatemenls in respecl of irregularities, including Iraud. The exlenl lo which our procedures are capable ol delecling irregularities, including fraud is detailed below.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e13 INDEPENDENT AUDITOR'S REPORT - 30TH JUNE 2024 INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF THE CORPORATE TRUSTEE OF THE BILL BROWN'S CHARITA8LE SETTLEMENT OF 1989 AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE ACCOUNTS IContlnu¢d) Our approach lo idenlifwng and ass8ssing the risks of material misslalemenl in resptscl ol irregul8rilies. including fraud and non-compliance with laws and regulations. was as follows.. We ensured that the engagement team collectively had the appropriate compelence. capabilities and skills to identify or recognise non-compliance with applicable laws and regulations,. We oblained an understanding of the legal and regulalory frameworks that are applicable lo the charity and determined that the most significant frameworks which are directly relevant lo specific assertions in the financial stalemenls are those Ihal relate lo the reporting Iramework Istalemenl of Recommended Practice: Accounting and Reporting by Charities preparing their accounls in accordan¢e with Ihts Financial Reporting Standard applicable in the Uniled Kingdom and Republic ol Ireland IFRS 1021 and the Charities Acl 20111. We identified laws and regulations were communicated wlhin the audit team regularly and the team remaintrd alert lo instances ol non-compliance throughout the audil. We assessed the susceplibilily of the charity's financial slalemenls lo material misstalemenl, including obtaining an understanding ol how fraud might occur, by.. Making enquiries of the charity's 8dminislralors as lo their knowledge ol actual, suspecled and alleged fraud,. and Considering the internal controls in pla to miligale risks ol Iraud and non-compliance with laws and regulations. To address the risk ol fraud Ihrough management bias and override of controls, we.. Performed analytical procedures to identify any unusual or unexpected relationships.. Assessed whether judgemenls and assumptions made in delermining th8 accounling &slimales were indicative ol potential bias.. Tesled aulhorisation Controls on expenditure items, ensuring all expenditure was approved in Ilne with Ihe charity's financial procedures.. and Performed subslanlive lesling on granl expenditure lo ensure Ihe exp&ndilure incurred complied with the funding agreements. In response lo Ihe risk ol irregularilies and non-compliance wlh laws and gUlatiOns, we designed procedures which included. but were not limited lo.. Agreeing finan¢ial slalemenl disclosures lo underlwng supporting documenlalion., Reading the minutes ol meetings ol those charged with goveman¢e', and Enquiring ol the charity's administrators as lo actual and polenlial litigation and claims. There are inherent limilalions in our audit procedures described above. The more removed that laws and re9u181ions are from financial Iransaclions, the less likely it is Ihal we would become aware ol non- compliance. Auditing standards also limit the audit procedures required lo identify non-compliance with laws and regulations lo enquiry of Ihe directors ol the Iruslee and adminislralors and the inspgciion of regulatory and legal ¢orrespondence, if any.
BILL B 'SCH BLE ETTLE ENT F19 Pa DEPENDEN AUDITO ORT - 30T JUNE 202 INDepENDENT AUDITOR'S REPORT TO THE DIRECTOR8 OF THE CORPORATE TRUSTEE OF THE BILL BROWN'8 CHARITABLE 8ÈYTLEMENT OF 1989 AUDITOR'S RE8PON81BILThie8 FOR THE AUDIT OF THE ACCOUNT8 IContlnu•dl M81erfal ml$$lalements Ihal 8T188 due lo fr•ud can be harder lo detect Ihan those Ihol ar188 from eff(* 88 they may Involve deliberate Concealm1 or c>Jllu810n. A lurthor d&s(xlpllon of OLtr r88pon81bllltlos for th8 8udll of the account818 locatsd on Ihe Fln8ft¢181 Reporfng Council'8 web8lte al V•W.Irc.Ofg.ukJa¢Allorsre8ponslblllU88. Th16 d08¢rfptlon foTm8 P8rt of aur oudltorf8 repyL USE OF OUR ftEPORT Th18 report la made 801ely lo lh8 charlV8 dlreclor8, as a body, In accordance 1th 8edtcffi 145 olthe Charfllos Act 20116nd vAlh regulaUon8 mado under 8ectlon 104 of that Ad. Our audlt ha8 bee undertgken 80 that mlghl 8tale lo Ihe ch8dtli dlreclor8 thosa mattern Are requlred to 818to lo Ihem In an audllorf8 report and lor no olher Pufpose. To lh6 lulle81 extent lMItted by l&w. w6 do not accopt or 888ume r68pon8tblllty to 8nyDne other than the tharlty ond Ihe ch8rlV$ dlrectorn as a body. for t)ur audlt Irk, lor Ihls rwirL or the op1r0n8 have form. Paul Dav16 FCA (Senlor Slaiuw Audltor) for and on behallof Brlghl Grehama Murroy st910ryAUdI1Qr Charlered A¢¢ountants Emp6rorf8 Gale 1140 crom17 Road Kenslnglon, LorKlon, SW7 4AG 8rfght Grahamo Murroy Is dlglble lor 8ppoln1mI 08 8udltorol Chadty by vlrtue of Its elklUIIty lor appolnlment as audllor of o ¢ompany under 8a¢Uon 1212 of the Componle8 Act 2008.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e15 STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 30TH JUNE 2024 2023 Notes 2024 INCOME FROM.. Investments Rental income SeTvice charges Income from listed investmenls Interest receivable 255.958 25.292 181,052 2,560 306,247 36,242 183,770 6.892 464.862 TOTAL INCOME 533,151 EXPENDITURE ON Raising funds Investment management cosls Property expenses Charitable aclivilies Promoting and enhancing charitable work 39,948 228,840 38,119 310,261 203,431 237,838 472,219 TOTAL EXPENDITURE 586,218 (7,357) NET {EXPENDITURE)IINCOME BEFORE INVESTMENT GAINSI{LOSSESI (53,067} Investment gains.. Realised gainslllossesl on listed investments Unrealised gainslllossesl on listed inveslments Unrealised gainslllossesl on investment property 1,116,379 (942.212) {551,674) 1,381,979 1805.6521 1305.000) 1377,5071 NET GAINSI{LOSSESI ON INVESTMENTS 271,327 NET INCOMEIIEXPENDITURE) AND NET MOVEMENT IN FUNDS {384.864) 218,260 RECONCILIATION OF FUNDS Total funds broughl forward al 1st July 2023 13,059,266 12,674,402 12,674,402 Total funds carried forward al 30th June 2024 12,892,662 All recognised gains and losses are included in the above slatemenl of financial activities. All of the charity's activities derived from continuing operations during the above two financial years. All income and expenditure were allributable lo unrestricted funds in the above two financial years.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 e16 BALANCE SHEET - 30TH JUNE 2024 2023 2023 Notes 2024 2024 FIXED ASSETS Investments 7,636.208 8,535,000 Listed Investments 7,530,791 8,230,000 Freehold Investment Properties 16,171.208 15,760,791 CURRENT ASSETS 16,925 969,928 Debtors Cash at bank and in hand 14,548 720,627 986,853 Total current assets 735,175 LIABILITIES.. Creditors.. Amounts falling due within one yèar 1929.261) 10 1816,299) 57,592 NET CURRENT ASSETSI LIABILITIES 181,1241 16,228,800 TOTAL ASSETS LESS CURRENT LIABILITIES 15,679,667 Creditors.. Amounts falling due after one year (3,554,398) (2,787,005) 12,674,402 NET ASSETS 12,892,662 THE FUNDS OF THE CHARITY Unrestricted Income Funds General FLFnds 12,674,402 12,892,662 Approved by the directors of the corporate Irustee and signed on their behalf by.. Neil Wingerath Directors of the Corporate Trustee QE" APIIL Dale of Approval.. . 2025
BILL BROWN'S ARITABLE ETTLEMENT O 1989 Pa e17 ST TEMENT F CASH FL ws FOR THE YEAR ENDED 30 UNE2 24 2023 2024 CASH FLOWS FOR OPERATING ACTIVITIES Nel in¢omellexp&ndilurel lor the year Nel Igainllloss on inveslments Interest receivable Inveslmenl income receivable Dts¢reasellin¢reasel in debtors Increaselldecrea861 in creditors 1384,8641 377,507 12,5601 1462,3021 56.096 1895,8221 218.260 1271,3271 16,8921 1526.2591 2,377 1731,3111 11,311,945) NET CASH USED IN OPERATING ACTIVITIES 11,315,152) 2023 2024 CASH FLOWS FROM INVESTING ACTIVITIES Payments lo acquire investments Payments towards inveslmenl property and capital improvements Re¢eipls from disposals of investments Inleresl receivable Investment income received 12,160,167) 15,570,222> 11,674} 3,278.761 2.560 462.302 6,251.966 6,892 526,259 1.581,782 NET CASH PROVIDED BY INVESTING ACTIVITIES 1,214,895 202 CASH FLOWS FROM FINANCING ACTIVITIES 153,6581 Repaymenis ol borrowing 1149,0441 IS3,6581 NET CASH FLOW PROVIDED 8Y FINANCING ACTIVITIES 1149,0441 CHANGES IN CASH AND CASH EQUIVALENTS IN THE REPORTING PERIOO Balance al bsginning of the period Movemenl in cash in the year Balance at end of the period 753,749 216,179 969,928 969.928 {249.3011 720,627 ANALYSIS OF CHANGES IN NET DE8T Al 1st Jul 2023 Movement in AI 30th June 2024 Cash al bank and in hand Debt due within one year Debt due after one year 969,928 1249,301} 144,9201 1120.049} 11.554.398) 267,393 720.627 1164,969} 11,287,005) Nel debt 1629,3901 1101,957} 1731.3471
BILL BROWN'S CHARITABLE SELEMENT OF 1989 Pa e18 PRINCIPAL ACCOUNTING POLICIES- 30TH JUNE 2024 Charity Information Bill Brown's Charitable Settlement of 1989 is an unincorporated charity registered in England and Wales (Charily Number 801756). The charity is governed by a Trust Deed dated 2nd May 1989. The registered Offi is 10 New Square, Lincoln's Inn. London, WC2A 3QG. The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the accounts are laid oul below. Basls of preparation These accounts have been prepared for the year ended 30th June 2024 with comparative informalion presented in respect lo the year to 30th June 2023. The accounts have been prepared under Ihe historical cost convention modified lo include investment properties and certain financial instruments at fair value. The principle accounling policies adopted are sel out below. The accounts have been prepared in accordance with Accounting and Reporting by Charities.. Slalemenl of Recommended Practice applicable lo charities preparing their aoun1S in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland Icharilies SORP FRS 102) second edilion (October 2019), Ihe Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS 102) and the Charities Act 2011. The charity Conslilutes a public benefit entity as defined by FRS 102. The accounts are presented in sterling and are rounded lo the nearest pound. Critl¢al accounting gstlmates and areas of judgement Preparation of the accounts requires the direolors lo make significant judgemenls and estimates. The items in the accounts where these judgements and estimates have been made include.. estimating the liabilily for mulli-year 9ranl commilmenls. estimating the valuation of the investment property. Assessment of going concern The directors have assessed whether the use of the going concern assumption is appropriate in preparing these accounts. The directors have made this assessment in respect of a period of one year from the dale of approval of these accounts. The directors have concluded that there are no material uncertainties related to evenls or conditions that may cast Slgnificanl doubt on the ability of the charity to continue as a going concern. The directors are of the opinion that the charity will have sufficient resources to meet its liabilities as they fall due and therefore there are no concerns regarding the ¢harily's ability to continue as a going concern. The most significant areas of judgement Ihal affect items in the account are detailed above. With regard lo the nexl accounting period, the year ending 30th June 2025, the most significanl areas that affect the carrying value of the assets held by Ihe chariiy are Ihe level of investmenl return and the performance of the investment markets (see the investmenl policy and the risk management sections of (he directors, report for more information). Income recognition Income is recognised in the period in which the charity has entitlement lo the income, the amounl of income can be measured reliably and il is probable that the income will be received.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e19 PRINCIPAL ACCOUNTING POLICIES- 30TH JUNE 2024 Income recognltion Icontlnued) Income comprises property rental income and services charges, investment income from listed investments and interest from deposits. Rental income and service charges from inveslmenl properties are recognised when they become due under the relevant tenancy agreement. Dividends are recognised once the dividend has been declared and notification has been received of the dividend due. Interest on funds held on deposit is included when receivable and the amount can b8 measured reliably by Ihe charity.. this is normally upon notification of the interest paid or payable by the bank. Expenditure recognition Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation commilling the charity to make a payment to a third party, il is probable that a transfer of economic benefits will be required in settlement and the amount of the obligations can be measured reliably. All expenditure is accounted for on an accruals basis. Expenditure comprises direct costs and support costs. All expenses, including support costs, are allocated or apportioned lo the applicable expenditure headings. The classification between the activities is as follows.. la) Expendilure on raising funds includes all expendilure associated with raising funds for the charity. This includes the fees paid to the investment manager in connection with the management of the charity's listed investments and the costs in respect lo the charills investment properties. Ib) Expenditure on charitable activities includes all costs associated with furthering the charitable purposes of the charity through Ihe provision of its charitable aclivilies. Such costs include charitable grants payable in promoting and enhancing charitable work carried out by other charitable organisalions, and related support costs including the cost of administering the activities of the Charily and governance costs. Grants payable are included in the statement of financial activities when approved and when the intended recipient has either received the funds or been informed of the decision lo make the donation and has salisfied all related corlditions. Grants approved bul not paid al the end of the financial period are accrued for. Grants where Ihe beneliciary has not been informed or has to meet certain conditions before Ihe grant is released are not accrued for bul are noted as financial commitments in the notes lo the 8ccounts. All expenditure is slated inclusive of irrecoverable VAT. Allocation of $upport and governance costs Support costs represent indirect charitable expenditure. In order to carry out the primary purposes of the charity il is necessary lo provide support in the form of administration services. Governance costs comprise the costs involving the public accountability of the charily (including audit costs) and costs in respect of ils compliance with regulation and good practice. Support costs and governance costs are apportioned directly lo Ihe one charitable activity. Fixed asset Investments Fixed asset investments (both listed investments and property) are included on the balance sheet al their market value 81 the end of the financial period. Realised and unrealised gains {or losses) are credited lor debiledl, lo the slatement of financial activities in the year in which they arise.
BILL BROWN'S CHARITABLE SELEMENT OF 1989 e20 PRINCIPAL ACCOUNTING POLICIES- 30TH JUNE 2024 Fixed asset investments (continued) Listed investments are a form of basic financial instrument and are initially recognised al their transaction value and subsequently measured at their fair value as al the balance sheel dale using the closing quoted market price. The charity does not acquire pul options, derivatives or other complex financial inslruments. As noled above the main form of financial risk faced by the charity is thal a volatility in equily markets and investment markets due to wider economic conditions, the altitude of investors lo investment risk, and changes in sentiment concerning equities and within particular sectors or sub sectors. Investment Properties Investment properties are initially recognised al cost. The cost of a purchased investment property comprises its purchase price and any directly altribulable expenditure such as legal and brokerage fees, property transfer taxes and other transaction costs. Investment properties have subsequently been measured al fair value (i.e. open market value) at the reporting dale. The property valuation is based on the valuation by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the localion and Class of the inveslmeni properties being valued. Realised gair)s lor losses) on investment assets are calculated as the difference belween disposal proceeds and their opening carrying value or their purchase value is acquired subsequent to the first day of the financial period. Unrealised gains and losses are calculated as the difference between the fair value al the period end and their carrying value at that date. Rea1ised and unrealised investment gains lor losses) are credited lor debited) in the statement of financial activities in the period in which Ihey arise. Loans Bank loans are a basic financial inslrumenls and are recognised at their transaction value, which is normally Ihe principal amount advanced plus transaction cosls. Subsequent to initial recognition, 108ns are slated al amortised cost with any difference between cost and redemption value being recogrnised the statement of financial activities using the effective interest method. Debtors Debtors are recognised al their selllemenl amount, less any provision for non-recoverability. Prepayments are valued al the amount prepaid. They have been discounted to the present value of the future cash receipt where such discounting is material. Cash in bank and in hand Cash at bank and in hand represents such accounts and instruments that are available on demand or have a malurily of less Ihan three months from the date of acquisition. Creditors and provlsions Creditors and provisions are recognised when there is an obligation al the balance sheet dale as a result of a past event, il is probable that a transfer of economic benefit will be required in settlement, and the amount of the selllement can be estimated reliably. Creditors and provisions are recognised at the amount the charity anticipates il will pay to settle the debt. They have been discounted to the present value of the future cash payment where such discounting is material. Fund accounting The unrestricled fund represenls funds available for Ihe general charitable purposes of the charity which may be applied al the discretion of the directors.
BILL BR WN'S CHARifABLE SETTLEMENT OF 1989 Pa e21 NOTES TO THE ACCOUNTS- 30TH JUNE 2024 I INVESTMENT INCOME Income from listed investments arises from the following investments.. 2023 2024 Direct investments.. 98,089 5.850 749 56,341 20,016 UK Equllies and Unil Trusts Fixed Interest REITS Overseas Equities Overseas InteTesl Excess reportable income 67,934 36,112 64,780 14.657 287 181,052 183,770 2 PROMOTING AND ENHANCING CHARITABLE WORK 2023 2024 153,250 Grants payable lo inslilulions 37,454 Grant administration costs 12,727 Governance costs Inole 31 166.250 63.128 8.460 203,431 237,838 A reconcillalion of the 9ranls payable and grant commllments fi9UTes shown in these accounts is as follows: 2023 2024 3,650.000 Grant commitments al 1st July 2023 153,250 Grants agreed during the year 2,712,000 166.250 3,803.250 Grants payable 11,091,250) Grants paid during the year 2,878,250 1875.7501 2.712,000 Grant commilmenls al 30th June 2024 2.002,500 In addition lo the amounts commilled and accrued and noted above, the directors from lime lo lime also aulholise rtain grants which are subject to the recipient fulfilling certain conditions. The lolal amount aulhorised bul not accrued for in these accounts a1301h June 2024 was £nil12023 - £nill.
BILL BROWN'S CHARITABLE SEftLEMENT OF 1989 Pa e22 NOTES TO THE ACCOUNTS- 30TH JUNE 2024 3 GOVERNANCE COSTS 2023 2024 Slalulory audit fee 1361 Adjuslmenl lo 2021 fees 4,380 Adjuslmenl lo 2022 fees 7,200 Audit Fees 7.990 7.990 1,183 Directors, expgnses 470 12.727 8,460 4 STAFF COSTS, DIRECTORS, REMUNERATION AND RELATED PARTY TRANSACTIONS The charity employed no staff during the year12023 - none). No directors received any remuneration in respect of their services during the year12023 . £nlll. One director was reimbursed £470 for travel and subsistence expenditure incurred in the performance of Iheii duties during the ye8r12023 - One dlreclor was relmbursed £1,183 for Iravol and subsllence expendllure incurred in the performance ol their duties. The key management personnel of the charity in Charge of direding and conlrolling the charity comprise the diTeclors. rhe lolal remuneration (including taxable benefits and employer's pension conlribullonsl of the key management personnel for the year was £nil12023 . £nlll. There were no other related paty transactions durlng the period of the report12023 - none). S TAXATION The Bill Brown's Charitable Settlement of 1989 is a registered charity and. therefore, is not liable to Income tax or corporation lax on income or galns derived from ils charitable activities as they fall within the exemptions avallable to registered charilles. 6 LISTED INVESTMENTS 2023 2024 Movements in Ilsled investments during the year were as follows.. 8,580,635 Market value 81 Isl July 2023 2,160,167 Additions al cost Disposals al book value 12,162,382) IproGeeds: £6,251,966.. gains £1,381,979) {942,2121 Nel unrealised gainslllossesl in year 7,636,208 5,570,222 14,869.9871 1805.6521 7,636,208 Market value al 30th June 2024 7.530,791 6,400.639 Cost of listed investments 30th June 2024 7,094.400
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e23 NOTES TO THE ACCOUNTS- 30TH JUNE 2024 6 LISTED INVESTMENTS Icontlnuedl All investments were dealt in on a recognised stock exchange: 2023 2024 Listed investments held al 30th June 2024 comprise the following inveslm&nls all listed on a UK stock exchange.. UK Equities and Unil Trusts UK Fixed Interest 2.204,545 682,083 907,051 1,401,500 2,886,628 2,308,551 Overseas Equities Fixed Interest 4,127,267 622,313 4.972,773 249,467 7,636.208 7,530.791 AI 30th June 2024 no individual holdlngs had a market value in ex¢ess of 5010 of the enllre portfolio. 7 FREEHOLD INVESTMENT PROPERTY 2023 2024 9,085,000 Market value brought forward 1,674 Addillons 1551.6741 Revaluation 8,535,000 1305,0001 8,535.000 Market value cathed forward 8,230,000 The freehold properties were Tevalued as al 30th June 2024 on an open market value. The valuations were carried out by the directors with professional assistance. The market values of the properties as al 30th June are.. 1,200.000 5 London End, Beaconsfield, Bucks 3,900.000 35137139 London End, Beaconsfield, Bucks 3.435,000 51153 London End, Beaconsfield. Bucks 995,000 3.800.000 3,435,000 8,535,000 8,230,000
BILL BROWN'S CHARITABLE SETTLEMENT OF 198 Pa e24 NOTES TO THE ACCOUNTS- 30TH JUNE 2024 7 FREEHOLD INVESTMENT PROPERTY Icontlnuedl 2023 2024 The historic cost of the properties are.. 1.358,150 5 London End, Beaconsfield. Bucks HP9 2HW 570.408 35 London End, Beaconsfield, Bucks HP9 2HW 3.086.630 37139 London End. Beaconslield, Bucks HPg 2HW 3.182.628 51153 London End. Beaconslleld, Bucks HP9 2HW 1,358,150 570,408 3,086,630 3,182,628 8,197,816 8,197,816 8 DEBTORS 2023 2024 184 Income Tax recoverable VAT recoverable 10,988 Rent arrears 5,753 Accrued interest on investments 6.532 8,016 16.925 14.548 9 CASH AT BANK AND IN HAND 2023 2024 700,373 Inveslec Wealth and Investment 60,999 CAF Bank Ltd. 82.166 Payne Hicks Beach LLP 105,014 Philip Marsh Colllns Deung 21.376 Hall Barn Eslales Ltd. 544,608 62,646 5.249 79,483 28,641 969,928 720,627
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 e25 NOTES TO THE ACCOUNTS - 30TH JUNE 2024 10 CREDITORS.. AMOUNTS FALLING DUE WITHIN ONE YEAR 2023 2024 Accruals for grants payable Agreed donations in 2024 awaiting payment University of Bristol - Premler Lecture Theatres Churchi11 College - Bill Brown Creative Workshop Bank loans and overdrafts Loan Inole 111 CAF Loan repayment inleresl accrual Trade creditors Investment management fees Grant adminislralion costs Slalulory audll fee 2020 2021 2022 2023 2024 12,000 500,000 200,000 2,500 500.000 44,920 5,275 164,969 3,575 9.881 37,454 9,671 33,720 4,488 4,584 9,000 7,200 7,990 7,990 A¢cruals and deferred Income 50,338 Deferred income Taxation and soclal sgcurlty 12,253 VAT payable Other creditors 16,643 Lease tenancy deposlt 15,225 Other creditors 67,339 16.401 10,134 929,261 816,299 11 CREDITORS.. AMOUNTS FALLING DUE AFTER ONE YEAR 2023 2024 Loan Within 1 2 years Within 2 - 5 years After 5 years 50.539 178,846 1,325.013 73.239 259,147 954,619 1.554.398 1,287,005 Grants University of Bristol - Premier Lecture Thealres 2.000,000 1,500,000 3,554,398 2,787,005 The directors look out a 25 year lem) repaymenl108n with CAF of £2.100,000 on the 31st March 2015. secured on 5, 35 and 37139 London End, Beaconsfield, Bucks HP9 2HW. The monthly repayments are £14,640.42. The current interest rale has been fixed al 8.1701 for 2 years endlng 20 July 2026.
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e26 NOTES TO THE ACCOUNTS- 30TH JUNE 2024 12 Operatlng Lease Commitments ILessor} The Chalily has entered into a numbgr of non-c8nce118ble operating leases as lessor for which the total of future minimum lease payments are as follows.. 2023 2024 235.753 Within one year 334,163 319.210 Later than one yea¥ bul within five years 298.531 Later than five years 554,963 632,694
BILL BROWN'S CHARITABLE SETTLEMENT OF 1989 Pa e27 APPENDIX.. GRANTS PAYABLE GRANTS PAYABLE.. Amount Institutions The Charities Aid Foundation Trust Alzheimer's Society Alzheimèr's Support Barn8rdo's Re-Engage Lld. Crohn's & Colitis UK Debra Leon8rd Cheshire Disability Macmillan Cancer Support Marie Curie Multiple Sclerosis Society RAF Benevolent Fund Treloar Trust RNLI Lyme Regis 70,000 7,500 5,000 3,750 7,500 7,500 7,500 7.500 15,000 7,500 7,500 7,500 7,500 5,000 166,250 Total grants and donations made lo institutions during 2023 amounted to £fiQ