Accounts for the 12 Months to 30 June 2008
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ACCOUNTS FOR THE 12 MONTHS TO 30 JUNE 2008 COMPANY NUMBER: 4964424 CHARITY NUMBER: 1102909 BOARD, MANAGEMENT TEAM & ADVISORS UK registered name The Climate Change Organisation UK charity number 1102909 UK company number 4964424 Principal office & Registered office The Tower Building, 3rd Floor, York Road, London SE1 7NX Charity Trustees & Company Directors Mr. J Coomber (Chair) Mr. D Gregson Mr. S Archibald Ms. C Heaton Mr. J Cameron (resigned May 2008) Mr. M Anderson (appointed April 2008) Ms. R Crossley Regional directors are listed in Section 1.5, page 5 Company Secretary Dr. S Howard Leadership Council The Lord Browne of Madingley (Chair) Sir Richard Branson Dr. Sultan Al Jaber* Sunil Bharti Mittal* Clésio Antonio Balbo* Jim Rogers* Thor Björgólfsson Dr. SHI Zhengrong* John R Coomber Jeff Swartz Stephen Green The Hon. John Thwaites Susan Hockfield* Jianzhou Wang * James Murdoch Yue Zhang * Boudewijn Poelman* *joined since June 2008 Niklas Zennström International Management Team Dr. S Howard** CEO Ms. E Farnworth Director, Corporate Leadership Programme Ms. J Gray Director, International States & Regions Mr. D Hall Director, Together Campaign Mr. P Jessup Director, Cities and Technology Programme Mr. M Kenber** Policy Director Ms. A Lucas** Communications Director Ms. P Malhotra India Director Mr. S McDonald** International Development Director Mr. R Posner Australia Director Mr. C Walker** North America Director Mr. J Walker** COO Ms. C Wu Greater China Director ** Executive Management Committee 1 THE ˚CLIMATE GROUP BOARD, MANAGEMENT TEAM & ADVISORS Accountants Lawyers JS2 Limited Winston & Strawn London One Crown Square 99 Gresham Street Woking London EC2V 7NG Surrey GU21 6HR Bankers Auditors HSBC Bank plc Horwath Clark Whitehill LLP 34 High Street St. Brides House Walton-On-Thames 10 Salisbury Square Surrey KT12 1DD London EC4Y 8EH 2 THE ˚CLIMATE GROUP REPORT OF THE BOARD OF TRUSTEES (For the 12 months ended 30 June 2008) 1 STRUCTURE, GOVERNANCE & MANAGEMENT 1.1 The nature of our governing document The°Climate Group is an international not-for-profit organisation with offices in London, New York, San Fransisco, Beijing, Hong Kong and Melbourne. We also have representatives stationed in Florida, Chicago, Brussels, Mumbai, Delhi and Toronto. This report is produced by our international headquarters, which is a UK charitable company limited by Guarantee and registered under the legal name of The Climate Change Organisation. We were incorporated on 14 November 2003 and registered as a UK charity on 26 March 2004. Our statutory objects and powers are established in a Memorandum of Association, and the company is governed under its Articles of Association. In the event of the company being wound up the statutory members of the company may be required to contribute an amount not exceeding £10. 1.2 Recruitment & appointment of trustees The directors of the company are also trustees for the purposes of charity law. Under the requirements of the charity, our trustees are elected to serve for a period of three years after which they must be re-elected at the next Annual General Meeting. After six years trustees must take a minimum of 12 months’ break before re-appointment for a third term. Trustees meet quarterly, with additional meetings if required. Due to the nature of our work, the trustees look for a range of skills for representation on the board, including familiarity with the ways that leading businesses and governments should respond to climate change, of which we aim to raise awareness. Our current Board also includes members with communications, business and legal expertise. During the period reported herein, James Cameron stepped down as a trustee due to time commitments. The Board would like to express their gratitude to James for his contribution as a trustee of the charity. In the coming year the trustees will continue to build the board’s fundraising expertise in particular. During the year the Board nominated a Finance Committee to strengthen oversight of our finances, budgeting, fundraising performance and governance. This committee also meets quarterly, in addition to the regular trustee meetings. 1.3 Trustee induction Our Chairman and CEO brief new trustees on our recent progress, future plans, legal structure and finances, as well as trustees’ obligations in the role. We also encourage prospective trustees to observe one or two trustee Board meetings to familiarise themselves with our work before formal election. The UK Charity Commission publication The Essential Trustee is distributed to all new trustees along with the Memorandum and Articles of Association, the current business plan and minutes of the three most recent trustee meetings. 3 THE ˚CLIMATE GROUP REPORT OF THE BOARD OF TRUSTEES (CONTINUED) (For the 12 months ended 30 June 2008) 1.4 Organisational structure & decision-making Over the reporting period, we grew from 35 to 80 staff as follows: Region June 30, 2007 June 30, 2008 UK (international programme staff) 18 28 UK (UK / Europe programme staff) 6 6 North America 7 26 China 2 15 India 0 3* Australia 2 2 Total 35 80 * Registration of The°Climate Group in India is pending - these individuals are engaged on a consultancy basis. Our Chief Executive Officer (CEO) Steve Howard is responsible for our day-to-day management, supported by an International Management Team. The CEO and Chief Operating Officer (COO) Jim Walker report regularly to the Board of trustees on progress, our financial position and future plans. Our financial adviser and accountant (JS2 Limited) also reports to the trustees at Board meetings. 1.5 International network The°Climate Group is represented by legal entities in the United States (registered on 21 January 2004), Australia (19 May 2005), mainland China (7 December 2007) and Hong Kong (10 January 2008), and since June 2008 we have established a legal entity in Brussels. These entities enable us to hire staff and raise and direct funds towards our work internationally. They work closely with the UK charity; with local board positions for members of our management team strengthening international relationships (the CEO sits on the US corporation board, and CEO and COO on the board of the Australian, Chinese and Hong Kong companies). Our head office’s relationship with the regional offices is underpinned with legal contracts between the UK and the regional representative in each case. These contracts cover co-ordination of work programmes and licensing of the name and trademarks to the subsidiary representatives. In May 2007 we also established a UK trading subsidiary of The Climate Change Organisation, called The Climate Change Organisation Services Limited, which will carry out any trading or service activities of the charity. Details of our subsidiary organisations are shown below. 4 THE ˚CLIMATE GROUP REPORT OF THE BOARD OF TRUSTEES (CONTINUED) (For the 12 months ended 30 June 2008) UNITED STATES The°Climate Group Inc Incorporated in Delaware on 5 March 2004 Directors: Federal Employer Identification Number (FEIN) 43- Prof. W Moomaw (President) 2073566 Mr. J Swartz (Chair) Mr. C Walker (Secretary) Registered office address: Dr. S Howard (Treasurer) 444 Park Avenue South Mr. P Dolan (joined September 2008) Second Floor New York, NY 10016, USA AUSTRALIA The°Climate Group Limited Registered under the Companies Act 2001 in Victoria Directors: on 19 May 2005 The Hon. J Thwaites (Chair) Australian Company Number (ACN) 113 993 856 Prof. T Flannery (Deputy Chair) Dr. S Howard Registered office address: Mr. K Scott (resigned November 2007) c/o Baker & McKenzie Limited Mr. A Stock Level 39, Rialto Mr. J Walker 525 Collins Street Melbourne VIC 3000 CHINA The°Climate Group (China) Limited Registered 7 December 2007 Directors: Ms. C Wu (Legal Representative) Registered office address: Dr. S Howard (Supervisor) Suite 1502, Building 4 Mr. J Walker 1 Xibahe South Road, Mr. M Kenber Chaoyang District, Beijing 5 THE ˚CLIMATE GROUP REPORT OF THE BOARD OF TRUSTEES (CONTINUED) (For the 12 months ended 30 June 2008) HONG KONG The°Climate Group (Hong Kong) Limited Registered 10 January 2008 Directors: Ms. C Wu (Chair) Registered Office address: Mr. J Walker (Treasurer) Unit B, 21st Floor, CNT Tower, Mr. P Yip (Secretary) 338 Hennessy Road, Dr. S Howard (General Member) Wanchai, Hong Kong UNITED KINGDOM TRADING SUBSIDIARY The°Climate Change Organisation Services Limited Registered 1 May 2007 Director: Company number 06233503 The Climate Change Organisation Registered Office address: Company Secretary: The Tower Building, 3rd Floor JS2 Limited York Road London SE1 7NX 6 THE ˚CLIMATE GROUP REPORT OF THE BOARD OF TRUSTEES (CONTINUED) (For the 12 months ended 30 June 2008) 2 OBJECTIVES & ACTIVITIES 2.1 Objectives The°Climate Group’s objectives, as set out in our governing document, are: (a) To promote for the benefit of the public the protection of the world’s climate systems in such parts of the world and by such charitable means as the trustees may from time to time think fit; and (b) To advance the education of the public and interested parties in the effective reduction of greenhouse gases and to promote and carry out for the public benefit research into the effects of climate change and to publish and widely disseminate the useful results of such research. 2.2 Mission & vision The°Climate Group’s mission is to accelerate the low carbon economy. We use the term “low carbon economy” to mean a world where growth, human development and prosperity can be achieved without dangerous impacts on the climate system. A large part of this challenge will be to drastically reduce the reliance on oil, gas and coal to meet the world’s energy needs – both by building alternative sources of energy and becoming more efficient in the use of current resources. We work with large companies and sub-national governments (states, regions, provinces and cities) to develop approaches to reduce greenhouse gas emissions and slow down climate change.