Big Society Capital 2018 Financial Statements
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BIG SOCIETY CAPITAL 31 DECEMBER 2018 REPORT AND FINANCIAL STATEMENTS 2018 CONTENTS REPORT AND FINANCIAL STATEMENTS 2018 CONTENTS Company Information 1 Corporate Governance 2 Remuneration Report 4 Strategic Report 5 Directors’ Report 12 Independent Auditor’s Report 14 Statement of Comprehensive Income 16 Statement of Financial Position 17 Statement of Changes in Equity 18 Statement of Cash Flows 19 Notes to the Financial Statements 20 COMPANY INFORMATION REPORT AND FINANCIAL STATEMENTS 2018 COMPANY INFORMATION Directors the University of Oxford Investment Director of Civil Society Media and Sir Harvey McGrath 1,3 (Chair) Committee and was a co-founder (since February 2019) also of National Chair of Governors Birkbeck College, and former Chair of Apax Partners. Lottery Community Fund. Chair of Trustees of West London Fiona Ellis 2 Chris Wright Zone, Heart of the City, Funding Formerly Chair of the BBC Appeals Chief Executive of Catch22, Trustee London and Icould. Former Chair of Advisory Committee, Member of of Community Links, Only Connect, Prudential plc and Man Group plc. Durham University Council, Chair Launch22 and Catch22 Multi- Lesley-Anne Alexander CBE 1 of St Cuthbert’s Society and Trust Academy Trust. Non-Executive Non-Executive Director of the Manager of the Millfield House Director of Numbers for Good (until Royal Brompton Hospital and Foundation. February 2019). Metropolitan Thames Valley Housing Stuart Foster 2 Secretary Trust, and Trustee of the MicroLoan (Big Society Capital Director Alastair Ballantyne Foundation. Former Chief Executive nominated by the shareholder banks) of the Royal National Institute of Blind Auditors Managing Director, Commercial and People. KPMG LLP Private Banking Division of NatWest 15 Canada Square Paola Bergamaschi Broyd 2 Bank. London Non-Executive Director of BNY Christina McComb OBE E14 5GL Mellon International, Wells Fargo (Senior Independent Director) 3 Securities International, ARCA Fondi Bankers Chair of OneFamily and Standard Life SGR (Milan), SAMTI (Amsterdam) and HSBC plc European Private Equity Trust plc. Trustee of Fareshare UK. 69 Pall Mall Senior Independent Director of the London Kieron Boyle 1 British Business Bank and Nexeon Ltd SW1Y 5EY Chief Executive of Guy’s and St. and Trustee of Nesta. Thomas’ Charity. Trustee of Design Registered office Cliff Prior CBE3 Council and of Catch 22 and Advisory New Fetter Place Chief Executive of Big Society Board member of World Policy 8 - 10 New Fetter Lane Capital. Adviser to the Global Social Institute. London Entrepreneurship Network, Member EC4A 1AZ Sir Ronald Cohen of the UK National Advisory Board for Sir Ronald Cohen was co-founder Impact Investment. Non-executive Registered number Chair of Big Society Capital. He is director of International Venture 07599565 Chair of the Global Social Impact Philanthropy Centre. Investment Steering Group and Anne Wade former Chair of the Social Impact Non-Executive Director of John Investment Taskforce established Laing Group plc and of Summit under the UK’s presidency of the G8. Materials. Trustee of the Heron Co-founder and Chair of the Portland Foundation, Partner of Leaders’ Trust, co-founder and former Chair Quest. of Bridges Ventures and co-founder of Social Finance in the UK, US and Danielle Walker Palmour 1 Israel. Member of the Board of Dean’s Foundation Director of Friends Advisors at Harvard Business School Provident Foundation, Vice-Chair of York Blind and Partially Sighted 1 Member of the Nominations and Remuneration and a Vice-Chairman of Ben Gurion Committee (N&RC) University. Former Director of the Society and Trustee of York Area 2 Member of the Audit, Risk and Compliance Harvard Management Company and Quaker Meeting. Non-Executive Committee (ARCC) 3 Member of the Investment Committee (IC) 1 CORPORATE GOVERNANCE REPORT AND FINANCIAL STATEMENTS 2018 CORPORATE GOVERNANCE Big Society Capital Limited • the Nominations and Remuneration issues within Big Society Capital’s (Big Society Capital, BSC) is an Committee (N&RC) – responsible investment portfolio. It is chaired by independent financial institution with for making recommendations the CFO of Big Society Capital (who a social mission, set up to help grow concerning the appointment of is not a member of the Investment the social investment market. directors, particularly for ensuring Committee). Members of ARCC that there is an even balance on the and the company auditors are Our vision is to improve people’s Board between individuals with the invited to observe meetings of the lives in the UK by helping tackle social appropriate depth of experience and Valuation Committee. challenges through investment. Big expertise in the financial and social Society Capital will focus its efforts, sectors. It also has responsibilities The Big Society Trust Limited alongside partners bringing their for setting levels of remuneration. The Big Society Trust Limited capital and expertise, on social issues (The Big Society Trust, BST) is the where the company can have a • the Audit, Risk and Compliance majority shareholder in Big Society sustainable impact. In the process Big Committee (ARCC) – responsible Capital. Its role is to ensure that Big Society Capital will help to build the for overseeing management Society Capital remains true to its social investment market. It also seeks processes and other arrangements mission. Reflecting its strategic to achieve and maintain financial to ensure the appropriateness remit, The Big Society Trust Board sustainability over the longer term. and effectiveness of systems and represents a balance of social and controls, including risk management. The company is authorised by the financial experience and comprises Financial Conduct Authority (Firm Big Society Capital has three other business and social sector leaders Number: 568940). operational committees: and ex-officio, the CEOs of sector representative bodies, a nominee of • the Executive Committee is chaired Big Society Capital the Cabinet Office and the Chair of by the CEO and is responsible Big Society Capital is a company Big Society Capital. The Big Society for the day-to-day running of Big limited by shares with capital Capital CEO is invited to attend The Society Capital. comprising “A” shares, held by The Big Big Society Trust Board meetings as Society Trust, and “B” shares, held by • the Investment Committee an observer. the four shareholder banks. comprises Board and Executive To fulfil its role, the Big Society Trust Committee members responsible The composition of the Big Society Board meets four times a year. For for making investments and for Capital Board reflects its purpose and each board meeting, Big Society the performance of Big Society includes directors with financial and/ Capital provides information about Capital’s portfolio of investments, or social sector expertise. The Board its activities and there is a discussion and reporting its activities to the comprises non-executive directors of developments with the Big Society Board. All investments over £10m (including one who is nominated by Capital CEO. The Board has an also require approval by the Board. It the shareholder banks) and the CEO opportunity to advise on strategy and is chaired by the CEO of Big Society of Big Society Capital. The Board to review its oversight role and BST/ Capital or delegated to an alternative meets five times a year and there is BSC governance arrangements. member of the Committee an annual review of the effectiveness (normally the Deputy Chair of the of the Board (including the Senior Investment Committee). Independent Director feeding-back on the Chair’s performance). • the Valuation Committee is responsible for determining Big Society Capital has two Board valuations and assessing Committees each comprising non- investment performance, executive directors with external including social impact. This members providing specific expertise: includes identifying key risks and 2 CORPORATE GOVERNANCE CONTINUED REPORT AND FINANCIAL STATEMENTS 2018 To enable it to carry out its role, The Big The Big Society Trust Directors Society Trust has a controlling interest Advisory Board members as at 31 December 2018: in Big Society Capital. It has 80% of as at 31 December 2018 Dame Clare Tickell the voting rights at shareholders’ Vidhya Alakeson (Chair from 7 June 2018) meetings. For important issues, such Power to Change CEO of Hanover Housing Association as any change to the company’s Robert Annibale to November 2018, Member of the Articles concerning its objects or Citi Board of The National Audit Office. powers, a consensus vote by The Big Dawn Austwick OBE Baroness (Jill) Pitkeathley OBE Society Trust Board is required. Big Lottery Fund (retired as BST Director and Chair Jonathan Bland on 7 June 2018) Big Society Capital reports regularly to E3M House of Lords, Chair of the House of The Big Society Trust on its financial Lords Select Committee on Charities. performance, its investments Rt Hon Hazel Blears President of the National Council for and Board and senior manager Social Investment Business Voluntary Organisations. appointments. The Big Society Trust Dan Corry Nicola Pollock is not involved in making investment New Philanthropy Capital (from 7 June 2018) decisions or other operational issues. Alastair Davis Director, John Ellerman Foundation. Social Investment Scotland Stephen Howard LVO Shareholder banks Seb Elsworth Chair of Thames Reach and Power Each shareholder bank (Barclays, Access – The Foundation for to Change. Director of Big Issue