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Annual Report 2012

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Annual Report 2012 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) (A company limited by guarantee registered in Scotland (No. SC040247) and as a Scottish charity (No.SC005792). Annual Report and Financial Statements for the year ended 31st March 2012. ___________________________________________ THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Patron, President, Chairman of Council, Council Members Senior Staff and Officials. HRH The Prince Charles, Patron Duke of Rothesay Eligible to remain as Chairman Chairman of Council Allan Bantick until 20141 Eligible to remain as a Vice- chair (Conservation) David Grundy vice-chairman until 2013 Vice – chair (Members Centres Eligible to remain as a Jean Barr and Watch) vice-chairman until 2014 Eligible to remain as a Vice – chair (Finance) James Ivory DL vice-chairman until 2014 Due to retire from Elected Members of Council David Ashford Council September 2012 Eligible for re-election to Council Col Patric Baird September 2012 Due to retire from Council Dr Jon Barnes September 2012 Eligible for re-election to Council Tim Duffy September 2014 Eligible for re-election to Council Tim Hailey September 2012 Robin Harper Eligible for re-election 2014 Professor John Harwood Eligible for re-election 2014 1 Assuming continuation in post for 6 years. 2 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Retired from Council September James Hewlett 2011 Due to retire from Council Professor David Houston 2014 Retired from Council September Tom Sampson 2011 Due to retire from Council Dr John Sheldon MBE 2014 Eligible for re-election to Professor Chris Spray MBE Council September 2012 Due to retire from Dr Ray Taylor Council September 2012 Convener of Conservation David Grundy Trustee Committee Company Secretary Simon Milne MBE Staff Chief Executive Simon Milne MBE Staff Director of Conservation Jonathan Hughes Staff Director of Finance and Paul Ritchie Staff Resources Director of Marketing and Jo Pike Staff Business Development Auditors Geoghegans Chartered Accountants 6 St Colme Street Edinburgh EH3 6AD 3 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Bankers The Royal Bank of Scotland plc 36 St Andrew Square Edinburgh EH2 2YB Investment Advisors Brooks MacDonald Asset Management 10 Melville Crescent Edinburgh EH3 9GL Solicitors Morton Fraser Quartermile Two 2 Lister Square Edinburgh EH3 9GL Registered Office From 8 October 2011: and Principal Address Harbourside House 110 Commercial Street Edinburgh EH6 6NF Previous address: until 7 October 2011 Cramond House 3 Kirk Cramond Edinburgh EH4 6HZ Company Registration Number SC040247 Scottish Charity Number SC005792 4 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Independent Auditor’s Report to the Council and Members of the Scottish Wildlife Trust We have audited the financial statements of the Scottish Wildlife Trust for the year ended 31 March 2012 which comprise the group and parent charitable company Statement of Financial Activities (incorporating Income and Expenditure Account), the group and parent charitable company Balance Sheets, the group and parent charitable company Cash Flow Statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made exclusively to the charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and to the charity’s Council, as a body, in accordance with section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and regulation 10 of the Charities Accounts (Scotland) Regulations 2006. Our audit work has been undertaken so that we might state to the charitable company’s members and the charity’s Council those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity, the charitable company’s members as a body and its Council as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Council and auditor As explained more fully in the Council’s Responsibilities Statement, the Council (who are directors of the charitable company for the purposes of company law and trustees for the purposes of charity law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. We have been appointed as auditor under section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and under the Companies Act 2006 and report in accordance with regulations made under those Acts. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent charitable company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Council; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify any material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 5 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the group’s and the parent charitable company’s affairs as at 31 March 2012, and of the group’s and parent charitable company’s incoming resources and application of resources, including the group’s and the parent income and expenditure, for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the Companies Act 2006, the Charities and Trustee Investment (Scotland) Act 2005 and regulation 6 and 8 of the Charities Accounts (Scotland) Regulations 2006 (as amended). Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Annual Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 and the Charities Accounts (Scotland) Regulations 2006 (as amended) requires us to report to you if, in our opinion: the parent charitable company has not kept proper and adequate accounting records or returns adequate for our audit have not been received from branches not visited by us; or the parent charitable company’s financial statements are not in agreement with the accounting records and returns; or certain disclosures of Council’s remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. Michael Crerar (Senior Statutory Auditor) 28 June 2012 For and on behalf of Geoghegans, Statutory Auditor Eligible to act as an auditor in terms of section 1212 of the Companies Act 2006. 6 St Colme Street Edinburgh EH3 6AD 6 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Structure, Governance and Management Organisational Structure The Scottish Wildlife Trust was incorporated on 14 April 1964 as a company limited by guarantee and without a share capital (number SC040247). The company is a recognised Scottish Charity (number SC005792) and is governed by a Memorandum and Articles of Association. The Trust is a membership based organisation with the number of members unlimited. Members have limited liability not exceeding £1. The members elect the Scottish Wildlife Trust’s governing Council. The Trust’s staff, led by the Chief Executive and assisted and supported by volunteers/Members’ Centres are responsible for the delivery of the Council agreed Operational Plan. Members may come together to form, with the approval of Council, and with the adoption of a constitution approved by Council, Members Centres with committees of members to further the object and activities of the Trust in any part of Scotland. There are currently 21 Members Centres spread throughout Scotland. The funds of the Trust raised or expended by a Members Centre are accounted for in the general accounts of the Scottish Wildlife Trust and are subject to direction by Council. Annual General Meetings (AGMs) are held in accordance with the Articles of Association. The statutory AGM transactions include: a) consideration of the accounts, b) reports of Council and the Auditor, c) election of new Members to Council, d) the setting of annual subscriptions rates, and e) the appointment of the Auditor. 7 THE SCOTTISH WILDLIFE TRUST (Company Limited by Guarantee) Governance The Trust is governed by its Council in accordance with Memorandum and Articles of Association as amended by Special Resolutions passed on 13th November 1982, 6th October 2001, and 23 June 2007. New Members of Council are elected at the Annual General Meeting. Members wishing to stand for Council must be proposed by one paid-up member of the Trust and seconded by another. In the event that there are more candidates for election than vacancies, the election of candidates to fill the vacancies shall be in accordance with the aggregate number of votes cast by members of SWT by postal voting carried out before the meeting, as laid down in the Articles of Association.
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