Presentation on theme: "Www.pkf.co.uk Briefing for Council Members of The British Academy’s Sponsored Institutes and Societies Ian Mathieson – Partner, PKF Julia Poulter – Senior."— Presentation transcript:
Briefing for Council Members of The British Academy’s Sponsored Institutes and Societies Ian Mathieson – Partner, PKF Julia Poulter – Senior Manager, PKF 23 January 2013
Introductions Ian Mathieson Audit Partner Julia Poulter Senior Audit Manager
Objective To give an overview of: Duties and responsibilities of a charity trustee The Hallmarks of an Effective Charity and Principles of Good Governance Relationship with the British Academy as a funder Charity reporting and accounting requirements Good financial management indicators for trustees in the current economic environment Keep on your radar
Over 162,000 registered charities with total income of just over £58 billion *Charity Commission website (at December 2012) The Charity Sector – putting the numbers into perspective
Charities by Annual Income Latest published figures at 31 December 2012 The Charity Sector – putting the numbers into perspective Annual income bracket Number of charities %Annual income £bn % £0 to £10,00069, £10,001 to £100,00053, £100,001 to £500,00020, £500,001 to £5,000,0008, £5,000,000 plus1, SUB-TOTAL152, Not yet known10, TOTAL162,
Duties and Responsibilities of a Charity Trustee
Trustees should: Govern and not manage Delegate but not abdicate A couple of maxims
What is a Charity Trustee? Charity Trustees are the people who have the general control and management of a charity’s administration Trustee duties and responsibilities
Responsible for: Directing affairs of the charity Ensuring its solvency Delivering the charity’s objectives for the benefit of the public Compliance Charity law and regulation Charitable objects; governing document Other applicable law and regulation Trustees must act with integrity, avoiding personal conflicts of interest or misuse of charitable funds you should check the charity’s governing document for provisions relating to conflicts of interest Charity trustees’ duties
Charity trustees’ duties (cont…) Duty of prudence Ensure continuing solvency of charity Apply income to fulfil objects; using funds wisely Avoid undue risk Take special care when investing or borrowing funds Duty of care Use reasonable care and skill Take professional advice –(if material risk or breach of duty) (CC3 - The Essential Trustee: What you need to know)
Summary: Charity’s assets are used only for charity’s purposes Act reasonably and prudently Act solely in the interests of the charity Avoid conflicts of interest Act collectively Ensure good governance Safeguard assets Manage investments in accordance with the Trustee Act 2000 Set the policy and direction Oversee implementation Monitor outcomes Trustees’ duties and responsibilities
Trustees’ duties and responsibilities Trustees are responsible for the vision, mission and overall management of the charity. They are accountable if things go wrong. However, Trustees are able to and should delegate in certain circumstances. Trustees must comply with ground rules when delegating power. Trustees must accept ultimate responsibility for everything the charity does:
Decisions and responsibilities are shared, so all Trustees should take an active role However, ALL Trustees are collectively responsible for decisions made by the Trustees Whilst Trustees may have different roles (e.g. Chair) responsibility for decision-making still lies with the board as a whole Trustees have a duty to act collectively
Trustees are responsible for the proper administration of the charity. They must make sure that: the charity’s assets and resources are used only for the purposes of the charity the charity is run in accordance with its constitution, charity law and all other laws and regulations which affect its activities Trustee duties and responsibilities
Trustees must “exercise such care and skill as is reasonable in the circumstances” The duty will be greater if a Trustee has (or claims to have) any special knowledge or experience, or if their business or profession means they can reasonably be expected to have special knowledge or experience Trustees’ duties and responsibilities Trustees to act reasonably and prudently in all matters relating to their charity:
Reputation: A charity must recognise that its name and reputation are valuable Risk management: Trustees are expected to identify risks and decide how they should be managed Guard against fraud and mismanagement: Trustees should put proper financial procedures in place Safeguard the assets of the charity
Trustees can recover reasonable out of pocket expenses Except in certain specified circumstances - Trustees can’t receive any benefit from a charity Exceptions:- - Charities Act Authorisation from the Charity Commission or the court CC 11 - Trustee expenses and payments Trustees and payment
Trustees’ expenses and payments Recommendations: –Written policy for expenses –Complete expense claims with receipts –Clarify any fixed payments –Set caps for e.g. hotels, travel –Include senior employees and volunteers –Ensure communicated and part of induction –Set authorisation limits and rules –Minimise use of cash –Mileage – use HMRC rates to avoid tax / NI issues
Trustees should not allow their personal interests or views to override this: they must exercise independent judgment Conflict of interest rules mean that charity Trustees have: - A duty to avoid a conflict of interest situation - A duty to disclose a potential conflict of interest - A duty to manage an actual conflict of interest Trustees must act in the best interests of the charity
Declaration Form on appointment Annual Review Maintaining a register of potential conflicts of interest Declaration at meeting Quorum Remaining and speaking Voting Managing conflicts
Any liabilities that they incur as trustees can normally be met out of the charity’s resources if trustees act Prudently Lawfully In accordance with the governing document If trustees act imprudently, or are otherwise in breach of the law or the governing document, trustees may be personally responsible for liabilities of the charity or for making good any loss The Charity Commission has powers to take proceedings in court for the recovery, from trustees personally, of funds lost to charity as a result of a breach of trust by the trustees Liabilities of Trustees – Breach of Trust
Protects Trustees against claims made against them personally Can cover - breach of trust; - breach of duty; or - negligence committed in capacity as trustee Policy cannot cover - For criminal fines or penalties; - Trustees costs in defending criminal proceedings if he or she is convicted of fraud, dishonesty or reckless conduct; or - Where the liability results from a deliberate disregard of the interests of the charity CC49 Charities and insurance Trustee indemnity insurance
Charity Commission guidance Charity Commission : CC3 – The Essential Trustee : What you need to know CC10 – Hallmarks of an effective charity CC11 – Trustees expenses and payments CC19 – Charities and reserves CC26 – Charities and Risk Management: A guide for trustees CC30 – Finding new Trustees CC36 – Changing your Charity's Governing Document Easy Read guidance – Being a Trustee Protecting charities from harm – an online trustee toolkit Reporting Serious Incidents – Revised guidance for trustees (December 2012)
What are the hallmarks of an effective charity? What are the principles of good governance?
An effective charity Is clear about its purposes and direction –Uses clear purposes, mission & values to direct its work Has a strong board –right balance of skills & experience; acts in the best interests of the charity and beneficiaries; understands its responsibilities, with systems allowing it to exercise them Fit for purpose –Structure, policies & procedures enable charity to achieve its purposes & mission and to deliver its services efficiently Learning and improving Financially sound and prudent –in a transparent and understandable way Accountable and transparent (CC10 - Hallmarks of an effective charity)
Consider balance of skills on the Trustee Board Good practice for new Trustees to confirm that they are legally qualified to be a Trustee (e.g. not convicted of an offence involving dishonesty or deception, undischarged bankrupt) Proper induction Sign Trustees Code of Conduct Recruitment of Charity Trustees
Some thoughts: Provide social forums for board members to get to know each other Make sure everyone has easy access to organisational documents Make processes transparent Coach individuals to voice concerns in a constructive way Distribute leadership across the board Provide opportunities to share accomplishments Provide opportunities to share concerns with the Chief Executive Have ongoing communications What does a successful Board look like?
Mine the rich experience of your board members: utilise strengths and skills Encourage lively and challenging discussions Clarify roles and responsibilities of the board collectively and individually Be clear about expectations associated with board membership Clarify the level of time commitment required for board membership and take attendance at meetings seriously Engage your board members
“The systems and processes concerned with ensuring the overall direction, effectiveness, supervision and accountability of an organisation.” (Governance of Voluntary Organisations,) Governance
Understanding of role Ensuring delivery of organisational purpose Working effectively as individuals and a team Exercising effective control Behaving with integrity Being open and accountable Key principles of good governance
Big Board Talk – Updated December questions trustees need to ask Checklist is organised into 4 broad areas: Strategy – opportunities and risks Financial health Governance Making best use of resources Charity Commission Guidance
Relationship with The British Academy as a funder
The British Academy Is: established by Royal Charter and a registered charity –purposes: education/training, arts/culture The Council Members/Trustees are therefore subject to: UK charity and trust law The British Academy is governed by its Charter and Byelaws
“… the promotion of the study of the moral and political sciences, including history, philosophy, law, politics and economics, archaeology and philology.” The objects of the Academy are: For the benefit of the public What is the British Academy for…?
“ The fundamental purpose of the Academy is: to inspire, recognise and support excellence and high achievement in the humanities and social sciences, throughout the UK and internationally, and to champion their role and value” Fellowship –takes a lead in representing humanities and social sciences Learned society –fosters and promotes the full range of work that makes up the humanities and social sciences Funder –supports excellent ideas, individuals and intellectual resources in the humanities and social sciences National forum –supports a range of activities and publications which aim to stimulate curiosity to inspire and develop future scholars, encouraging appreciation of the value of these disciplines. How does it achieve this mission today?
Your relationship with The Academy Compliance within the terms and conditions of the grant Funds spent on the purposes given for Effective stewardship of those funds
Charity reporting and accounting requirements
Legal framework: SORP 2005, Charities Act 2011, Companies Act 2006, your governing document Administrative details Structure, governance and management –recruitment/appointment of trustees –induction/training –how decisions are made –risk statement Objectives and activities Activities described linked to Statement of Financial Activities Policies (for reserves, investment and grants) and linkage to risk statement Achievements and future plans Give good news, and bad Public benefit Charity reporting by trustees
Charity trustees public benefit duties Charity trustees must: Ensure that they carry out their charity’s aims for the public benefit Have regard to guidance published by the charity commission on public benefit; and Report on their charity’s public benefit in their Trustees Annual Report. Revised guidance expected early 2013 Public benefit
Serious incident reporting – Dec 2012 Serious incident reporting –Updated guidance from the Charity Commission –Trustees have a legal duty to report –Trustees should report on a timely basis (i.e. not wait until annual return) –Updated summary of what is a “serious incident” Significant financial loss Serious harm to beneficiaries Misuse of charity funds Illegal activity involving the charity Other “significant” non-compliance –If in doubt, trustees should report –Often CC/OSCR take no additional action where trustees can demonstrate resolution
Charity accounting Legal framework: SORP 2005 Statement of Financial Activities (SoFA) Charitable income and expenditure linked through activities (and linked to trustees’ report) Balance sheet Accounting policies Transactions with trustees (related party transactions)
Heritage assets –Financial Reporting Standard 30 Applicable for years ending after 31 March 2011 Greatly increased disclosure –Five year summary –Management of assets Assets should be capitalised where possible –Donated assets –Relaxed valuation requirements Where assets are excluded: –Must be able to justify it –Obtain justification for audit file –Explain in financial statements Currently capitalised assets must remain on balance sheet
Heritage assets – five year summary £'000 Additions Purchases , Donations Total , Carrying value of sold assets Sales proceeds-47--1,350 Impairment recognised in period Distinguish between transactions reported in balance sheet and those not included If earlier information not available, give current and prior year. Build up to five years by 2014.
Charities do pay tax – or do they?? –Direct tax Non primary purpose activities, including trading –VAT –Property transactions Trading subsidiary Tax emerging issues –Real time information –Updated Gift Aid forms –Small Charitable Donations Bill –Charities Online Ask your professional advisors if you have any queries Taxation
Future of UK GAAP – common questions “I’ve heard that charities will be adopting IFRS in the near future. When is this happening?” Key point: Only entities currently required to adopt IFRS will (continue) to be required to do so in the future. Other entities will use FRS 100, 101, 102 (new UK accounting standards) or FRSSE (where currently permitted) –FRS 102 broadly based on IFRS for SMEs but is not an international standard Effective date is periods commencing on or after 1 January 2015
Future of UK GAAP – common questions “Will there still be a charities SORP?” Yes, the FRC have stated that there will be a continuing need for SORPs in the NFP sectors (charities, RSLs, education) All SORPs are undergoing or about to undergo a redraft to take account of the new requirements Expected consultations in 2013
Future of UK GAAP – common questions “What are the changes?” FRS 102 is based in principals consistent with IFRS but significant accounting options currently allowed under UK GAAP continue to be allowed Some debates on-going regarding: –donated stock : likely to be permitted to account for donated stock on sale of the stock and not on receipt –restrictions vs performance conditions : some conflicting information/confusion in current draft –merger accounting : permitted for PBEs –accounting for pension scheme arrangements : losses and DB schemes
New Annual Return –Updated to reflect the results of a public consultation –additionally will be asked if the charity is registered for Gift Aid; whether the charity owns or leases any land or buildings; and whether any of the charity’s land or buildings are used for the charity’s purposes. –Meanwhile, previously voluntary questions are now mandatory on overseas activities; and the number of volunteers.
Good financial management indicators for Trustees in the current economic environment
Some wise advice “It is not the strongest of species that survives, nor the most intelligent, but the one that is most responsive to change.” Charles Darwin
Good financial management indicators for trustees? Cashflow Going concern Scenario planning Internal controls – fraud risk factors Reserves policies Signs of operational stretch Changing risks
Cashflow Organisations fail through lack of cash, not lack of operating surplus / reserves Also need to be aware of the unrestricted / restricted cash split What information are your trustees receiving on cashflow? –How regularly? –Period covered? –Are the key variables and cashflow risks clear? –Cashflow management processes? All organisations need a closer control over cash in difficult times; ensure these basic processes are in place and under control in your charity
Going concern issues Auditors looking very carefully at the robustness of going concern assumptions, operational plans and supporting evidence (at audit planning and completion) Under auditing standards – duty lies first with the trustees to satisfy themselves over the going concern basis One year from the date of signing the accounts, not the year end Cashflow is key – minimum of 12 months from signing split across restricted and unrestricted funds Potential for trustees to be in breach of trust where using restricted funds for unrestricted purposes. Review your net asset funds note Have you seen all the evidence you need? Letter of Representation – are your senior management team happy for you to sign it?
Scenario planning Questions for trustees: –What scenario planning has taken place in your organisation? –Who was involved? –How often is it renewed? –Balance of external / internal information used? –Conservative / wild and whacky scenarios? –Is it clear what action needs to be taken and when in each case? –How will you know which scenario is panning out and therefore when actions need to be triggered?
Internal controls – fraud risk factors Risk of fraud is heightened in times of economic downturn: Controls over company credit cards Expenses policy – self certification at the top? Access to internet banking and controls over payments (including payroll) Duplicate payments & dummy invoices Fraudulent changes to supplier details (and collusion) Controls over access to systems by leavers (watch your security over data) Many frauds are not complicated; they are perpetrated at a basic transactional level and can be guarded against by good controls and by all staff being alert for the signs of a potential fraud And the typical fraudster is?
Fraud risk Questions for trustees: –Do you have a clear strategy in place to reduce fraud within your organisation? –Do you measure and monitor the risk and the cost of fraud in some way? –Is there a clear counter fraud culture in place within the organisation? –Is there a clear whistle blowing policy in place? –Are firm, rapid actions taken if fraud is discovered? –Is detection and prevention of fraud built into controls, systems and processes? –Do fraud issues get discussed at board level? –Do you periodically assess the effectiveness of your approach to fraud?
Reserves policy Why do charities hold reserves? –to fund working capital –to fund unexpected expenditure, for example when projects overrun or unplanned events occur –to fund shortfalls in income, when income does not reach expected levels Current reserves level – what are your free reserves? –Exclude those that cannot be turned into cash quickly e.g. fixed assets –Exclude restricted funds What reserves does your charity need i.e. what are your charity’s rainy days?
Reserves policy (continued) Questions for trustees: When did you last revisit your reserves policy? Does it remain appropriate to your charity’s changing needs? Is it clear how you plan to manage any gap between current reserves levels and reserves targets? How often do reserves levels get discussed at trustee meetings? Are the links to the risk register and your strategic direction clear and well understood? Have a good look at your restricted funds – can you use them better whilst complying with their terms and conditions?
Signs of operational stretch Change management + keeping the show on the road = potential operational stretch Your senior management team are key; they need to be supported and challenged – balance is important How can you address operational overstretch? –Just do the important stuff –Postpone less important things –Do things differently –Get more resources –Use trustees & volunteer skills and commitment Watch out for the warning signs Discussions with auditors
Changing Risks Questions for trustees: –When did you last see your risk register? –Does it reflect the key risks the organisation now faces? –Is it clear what the key risks are, how they are being managed and how they are being monitored? –How often do trustees receive a report on organisational risk? –What actions are taken when a heightened risk is identified? –Who is scanning the horizon – is anyone looking across sectors?
PKF/CFG 2012 Annual Risk Survey Assessments of value for money are changing Sector improvements are being held back by resource limitations There is opportunity for better performance management processes Significant change is planned in premises holdings Improvements in procurement are being sought Investment return remain a major concern Fraud detection is increasing but could be improved Concerns over funding are still being identified as charities biggest risk Risks and the current Economic Environment
Potential Conflicts of Interest Regulatory requirements Cashflow forecasts – split between funds Robustness of budgets, forward strategic plans Signs of Management stretch Use of restricted funds- are you using them effectively? Bribery Act – Compliance Toolkit updated Local Laws and Regulations Foreign Exchange Rates Stock and property values Keep on your radar
Strength of the internal control environment and risk management procedures. When things change the routine can be overlooked and internal controls weaken Fraud risk – proven fact that the likelihood of a fraud increases during a recession (internally and externally) Ensure your tax planning is as effective as possible – new changes all the time – especially on the VAT front. Increase in PAYE Inspections Charity Commission website, sector umbrella groups and charity specific publications Remember there are lots of opportunities out there (even if it is not always easy to find) Keep on your radar
Keep on your radar Changing operational and regulatory environment – are opportunities as well as challenges (VAT, Real Time Information, auto - enrolment are good examples) When things change – the routine can be overlooked and internal controls can weaken Are our gift aid claims up to date? – easy money sitting there for you to reclaim What are others doing across sector(s) – can this benefit us? Remember there are a lot of opportunities out there for your organisation (even if not always easy to find)
To sum up – some key messages Ask the right questions – even if they are difficult ones Trustees may need to challenge the sacred cows and previously accepted wisdoms from management Take advice if you need it – use someone as a sounding board Be aware of the risk of management stretch – remember somewhere along the line it will always impact on the finance team Identify the “must do’s” and get those right Keep asking – is there a way we can use the assets and resources currently employed in a better way?
A final thought… “If you do what you’ve always done, you’ll always get what you’ve always got.” Anthony Robbins
Breakfast seminar It's never too early to get technical The London office will be holding a breakfast seminar on Tuesday 29th January The seminar will provide a legal and technical update on topics including UK GAAP and speakers will include myself, Sarah Campbell, Rob Frost and guest speaker Anne-Marie Piper, Head of Charities at Farrer & Co. Further information can be found on the PKF website under events. If you think this seminar will be of benefit to any of your trustees or management or if you would like to come along, please inform Rena Jansari ( ).eventsRena Jansari
Contact us Ian Julia PKF (UK) LLP Farringdon Place, 20 Farringdon Road, London EC1M 3AP