Annual Report & Financial Statements 31 December 2017

The WhiteleyWhiteley Homes Village Trust 1 Our Vision Contents Whiteley Village is a dynamic community of residents, staff and supporters and they all play an important part in helping us achieve our vision of being ‘The Best Place to Age in Britain’. Foreword: Chair and Chief Executive’s introduction 4 About Us Whiteley Village in Walton-on-Thames, Surrey, is a vibrant retirement community of around 500 people Trustees’ report of limited financial means. The Village was established at the bequest of William Whiteley, the founder of Whiteley’s department store in London, with £1 million to provide, “ ... buildings to be used and occupied by 1.0 Our strategy 6 poor persons of either sex as homes in their old age”. 2.0 Our progress: 1917 – 2017 a century of ageing well 7 The Village is owned and managed by the Whiteley Homes Trust, a charity which was founded in 1907. Believed to be the first purpose-built retirement Village in the UK, building began on the 225 acre site in 3.0 Our staff 12 1914 and the first resident Eliza Palmer, moved into her cottage on 10 October 1917. Designed in the Arts and Crafts style around an octagon, Whiteley Village is a conservation area with 262 listed cottages, many 4.0 Our ambitions: Laying the foundations for the next century 15 beautiful green spaces, a lake and extensive woodland. 5.0 The Whiteley Foundation for Ageing Well 18 Most residents live independently in 262 almshouses and for those who need more support there are 51 extra-care apartments. A variety of care is offered to support residents as their needs change, including nursing, 6.0 Financial review: Income - How we raised our money 19 residential and care at home services. 7.0 Financial review: Expenditure - How we spent our money 20

Community facilities include a shop, Post Office, hairdressers, a village hall and a newly refurbished bar and 8.0 Our structure, governance and management 20 restaurant. There is a church and spiritual support for people of other faiths and none. 9.0 Principal risks and uncertainties 22 The Village also features football, cricket and rugby pitches, allotments, a golf course and a swimming pool, some of which are also used by people of all ages from the local community. Dozens of clubs and social activities are 10.0 Reserves policy 23 organised by and for villagers too. 11.0 Investment, policy and powers 24 The architectural and social ambition of William Whiteley’s vision made the Village truly outstanding for its time, and the Trust and villagers are committed to ensuring it remains so now and for the years to come. 12.0 Fundraising approach and performance 24 13.0 Legal and administrative details 24

Trustees’ responsibilities 25 14.0 Trustees’ responsibilities

Independent auditor’s report 26 15.0 Report to the members of the Whiteley Homes Trust

Financial statements 28 16.0 Financial statements

2 3 2 Foreword: Chair and Chief Executive’s introduction

Report of the Chair of the Board of Trustees and the Chief Executive

This report covers the year in which we celebrated For example, Elmbridge Borough Council the centenary of the first villager moving into a unexpectedly refused a carefully prepared planning cottage at Whiteley. In the intervening time much application for a hundred new homes for older people has changed, but the sole aim of the Trust has which met acknowledged local needs and complied always been to house and support older people of with every relevant policy. Our appeal will cost over limited means. £100k of charitable funds that could have been put to better use. People are now living much longer: life expectancy is 25 years more than it was when William Whiteley Despite the disruption caused by that setback, we died. Early in 2017 we published research by the secured funding for the first phase of Whiteley Cass Business School that showed that villagers, Futures and appointed Castleoak to construct our particularly females, receive a substantial boost to new Care Hub. This report describes many other their longevity when compared to the wider achievements of which we are proud. population – at one time reaching close to five years. We also launched the Whiteley Foundation for As we marked our first hundred wonderful years, Ageing Well. Every day we hear stories of how we also looked to the future to ensure we could be society is struggling to cope with the consequences just as successful for many more to come. There are of an ageing population. Drawing on Whiteley’s multiple challenges in doing so. We have 262 listed unique history, and with an ambitious strategy for cottages located in a conservation area that are hard the future, we want to engage with the wider world to maintain to modern standards and over 200 acres to create the conditions in which people age well, of green belt. These are all wonderful assets, but also and to share our experience. We were honoured to expensive liabilities. receive the support of our Patron, HRH The Prince of Wales, and generous donors. We are enthused that The biggest challenge is to provide the best possible others share our ambition that a longer life should quality of life for our villagers. Older people tend also be a better life, irrespective of your wealth. to have higher needs for care and support and the From left to right: Peter Wilkinson, Chair of Trustees; Terry Pottinger, Chairman, Whiteley Village Representatives’ Trust’s beneficiaries rely heavily on public services Our focus is always on enabling villagers to live Committee (WVRC); Chris Goldsmith, Secretary WVRC; Jenny Millar, Treasurer WVRC; Sid Guichard, Vice however, there is an increasing gap between what well as they age. This annual report and accounts Chairman WVRC and Chandra McGowan, Chief Executive. our villagers need and what public bodies reflects a year of transition. We continue to enable can afford. many people to have a quality of life which they would not enjoy elsewhere. Our plans for the The Board has adopted an ambitious strategy, future will ensure that we are well placed to sustain ‘Whiteley Futures’, to mitigate the impact of that this for current villagers, and to do so for gap. This report describes action we have taken to generations to come. Trustees’ Report strengthen the community, take care to people at home and build new facilities and homes fit for The Trustees of The Whiteley Homes Trust present their annual report and audited accounts for the year the future. ended 31 December 2017. We confirm that this incorporates the Strategic Report which includes the financial review, a report of the activities of the charity during 2017 and a consideration of the key risks identified by The biggest disappointment this year has been the the Trustees, (as per sections 1, 2, 4, 5, 6, 7, 9 and 10) which comply with the requirements of the Companies failure to engage strategically with our local public Peter Wilkinson CBE Act 2006, the Trust deed, the memorandum and articles of association and the Charities SORP (FRS 102). bodies. The welcoming community at Whiteley Chair, Board of Trustees minimises loneliness, a major factor driving people’s use of the NHS and social services, and the availability of care and support on site also reduces demand. Although day-to-day relationships are generally good, we have failed to garner practical support for our strategy, despite its potential to Chandra McGowan improve the quality of residents’ lives and reduce Chief Executive the pressure on tax-payer funded services. 4 5 1.0 Our Strategy 2.0 Our Progress: 1917 to 2017 - A century of ageing well In 2014, inspired by Atul Gawande’s seminal book ‘Being Mortal’ (which asked fundamental questions about 2.1 Introduction Such events and the on-site charity shop run by ageing and suggested that society’s focus on longevity risked neglecting the importance of ensuring a quality villagers, helped raise about £18,500 for their Welfare Our centenary year of 2017 marked 100 years since life too), the Whiteley Homes Trust embarked on an ambitious five-year strategy. This strategy is built Fund this year. The money supports other events and our first villager moved in and has provided a unique around three key themes: initiatives including the various clubs and societies, opportunity to both celebrate and share our success. supplies the Village library and helps fund The achievements of 2017 and our ambitions for the entertainment in the Care Centre and Huntley House. future have the potential to transform our offering Developing and sustaining Supporting people and Providing a place people are to our existing and future villagers. It is the people a thriving community providing access to proud to call home that live, work and volunteer at Whiteley that make choices about care it unique however, and we know the biggest determinant of our future success will be how well we can harness the power of our community, both inside and outside the Village. 2.2 Developing and sustaining a thriving community Supporting engagement Community sits at the heart of our ethos at Whiteley and the Trust supports and encourages the plethora of clubs, societies and social activities in the Village, The Trust also organises popular social events which most of which are organised and run by villagers. help to encourage friends and families into the Village, There is a very active residents’ committee and such as the Whiteley Races in which hundreds of villagers organise some of the major events in local people of all ages take part each year, raising the Village calendar such as the Village Fayre and crucial funding for our charity. We are currently Flower Festival, which are hugely popular with local working to develop our events programme not just to Our core objectives are to: people too. raise money, but also to bring villagers, staff and the wider local community together.

Enable villagers to live as independently as Collaborate with all our stakeholders to possible, with support for those that need it help us improve our collective understanding of what it means to age well

Facilitate and encourage a community Use that learning to inform and shape that promotes villagers’ sense of our future strategy for the benefit of our well-being and purpose villagers - and older people everywhere.

6 77 Maintaining and creating great social spaces Research shows that volunteering engenders a sense Our volunteer numbers have continued to increase The Trust helps facilitate social activity and of well-being which is particularly beneficial to older year on year and following successful recruitment community interaction by investing in the upkeep people. Just over half of our registered volunteers are campaigns both inside and outside the Village, are of key social spaces such as the Village Hall, the villagers themselves (56%), who willingly share their now over five times higher than in 2014. Volunteers swimming pool and the recent c.£20k refurbishment skills, experience and sometimes just a friendly ear. contribute in many ways to life at Whiteley and in of the Village Conservatory, Clubhouse bar and 2017 delivered 9,494 hours of additional support to restaurant. We have also ensured that our development approximately 500 older people, an increase of 36% plans such as the new Care Hub, which is currently “I volunteer in the Care Centre and love every from 2016. under construction, feature great spaces for minute ofmy time there! It is a happy cheerful socialising such as cafes, children’s play areas and place to work…and in beautiful country-like To demonstrate the Trust’s gratitude for those gardens for villagers and their families, our staff and surroundings! What more can one ask for?” who contribute most to the community, every year others from the local community to enjoy together. Colleen Howard, Resident we award the Trustee’s Cup, the Care Cup and the Community Cup to recognise the kindness and The Trust also invests significantly in maintaining commitment of particular villagers, who are the Village’s outdoor spaces. Our gardeners look Our Befriending Scheme has been very well received nominated by their fellow residents. after thousands of trees and shrubs in our beautiful by both volunteers and beneficiaries; helping tackle 225 acre grounds, as well as the Village lake and extensive woodlands. In addition, we care for the isolation and loneliness (and the mental health issues In 2017 we also held a Bollywood-themed Volunteer Village golf course and the greens for the villagers’ that can be associated with them). Our villager Appreciation Dinner which was attended by around bowling and putting clubs, which are also cherished volunteers often tell us it gives them a renewed 100 volunteers drawn from inside and outside social spaces. sense of purpose and helps keep them engaged with the Village. their neighbours and friends.

Our volunteers The Trust further encourages neighbourliness Through our day-to-day work and charitable through our Volunteering Programme which “My mum has been lucky enough to have a activities, the Trust supports those villagers who secures mutual benefits for everyone involved and Whiteley Friend for several months. She speaks need it most, but we have finite resources and so the provides an important opportunity for us to engage highly of her and really enjoys the company interdependent networks that villagers develop are with our local community. We are fortunate to that her visits bring.” crucial. Simple gestures of kindness such as doing attract volunteers of all ages and this year won the shopping trips, providing lifts to the doctors or Surrey Choices `Make a Difference Award` for Alison, a resident’s daughter supporting friends through illness or bereavement employers for the work our estates team did - these are all crucial threads in the close knit fabric with students from Brooklands College. of our community and for many are what makes our Village such a special place to live and we believe are the essence of the ‘Whiteley Way’.

8 9 2.3 Supporting people and providing New care facilities for the most dependent Esher that includes job shadowing between our access to choices about care This year, after two years of careful planning, the nurses, accredited end of life training as well as Trust signed a contract with Triodos/Unity bank providing a venue for some of the Hospice’s courses A new model of care for the funds to build an exciting new care centre in whilst their own facilities were being refurbished. We aim to offer as much choice to our residents as the Village (currently called the Care Hub), which This year saw the first joint awards ceremony for our possible, which for most people is to live in their own will have 30 care suites, social spaces and therapy staff who have received accredited training home for as long as they can. This means developing rooms. The funding will also pay for the conversion through the Hospice, as well as other providers. a new model of care which facilitates independence of Whiteley House into 40 extra-care apartments by refocussing our approach away from care home for rental on the open market, which will provide We have built on our existing partnership with Surrey provision towards providing more care at home for vital extra income. University that now includes providing student nurses people when they need it. with a work placement in our own nursing facilities. The Trust appointed Castleoak as contractors and We are really pleased to have passed our educational Longevity brings multiple care needs however, and they began to prepare the space for building work to audit with the University which enables us to help although most of our residents receive some type of commence in January 2018. The Care Hub is due for shape the training of nurses in the future. benefit, care needs are growing, and the statutory completion in Spring 2019 and once ready, residents levels paid by social services and the NHS do not will be transferred across from Whiteley House, Our charitable giving reflect the true cost of care. As a result, the Trust after which it will be prepared for conversion. Both In 2017 the Trust made payments from its charitable Care Partnership Forum is spending increasing amounts of its charity funds of these exciting developments will provide our topping up the care fees of our most dependent funds totalling almost £324k. Just over 50% of this, Following feedback from villagers that they did not most dependent villagers who cannot be looked after at almost £167k, was used to subsidise villagers’ care at home, with access to some of the highest quality always understand what to expect from the Trust fees, either living in the care centre or to top up their and how to access extra support and benefits, a care facilities in the UK. care fees at home. generous donation enabled us to commission Surrey University to undertake research amongst residents Driving innovation and collaboration Most of our residents receive some type of state about their expectations of care and support services In addition to developing new facilities, we are benefit, but as we do not depend on direct public in the Village. seeking to develop innovative ideas and explore the sector contracts, there is an increasing funding gap potential of technology to facilitate a community-led between our care and accommodation responsibilities To implement the findings, the Board launched care model based on the principles of mutual and what the NHS and social services can afford The Care Partnership Forum at the end of 2016, support. We believe this is the key to minimising to fund. which is comprised of villagers, staff, volunteers age-related care needs, controlling costs and helping and Trustees. It is independently chaired by ensure long term viability. To lead on this work, this In addition, this year the Government stopped Professor Anna van der Gaag CBE, who has expertise in the field of care. The group meets year we launched the Whiteley Foundation for providing Supporting People funding, which we residents to ensure they get the support they need monthly to discuss arising issues about care and Ageing Well, which we cover in Section 5.0. estimate will result in a significant funding shortfall (see ‘Our charitable giving’ section for more detail). support in the Village and to discuss new ideas to the Trust (further detail in Section 9.3) of around We must therefore be innovative and forward- about how these might be improved. We are keen to increase our collaboration with those £120k. We are committed to bridging this funding thinking to ensure our community continues to who have similar interests to ours – work which will have a sustainable future. Our ambitious new gap as it is fundamental to our core charitable be facilitated by the Foundation. For example, the objectives, but it poses major challenges for us. 2.4 Providing a place people are development plans will be a vital element in our Trust has recognised expertise in palliative and end ability to achieve this. proud to call home of life care and we have developed strong partnership This year the Trust spent just under £5k to pay for working with the Princess Alice Hospice in nearby Almshouses: An ancient solution to the Bursary Fund which is mainly used to give extra modern problems support to the most disadvantaged villagers by helping Over a thousand years after they were first conceived, pay for things such as furniture, electricity debt, almshouses remain a very relevant and crucial safety taxis and emergency food supplies. It is also used net for thousands of disadvantaged people across to help support Village social activities - paying for Britain today – including at Whiteley Village. By the band at the 2017 Village Fayre for example and supporting those who are at risk of becoming for the Whiteley Village vouchers which the Trust homeless or living in poor quality or unsuitable gives to each resident aged over 90 at Christmas. housing, the Trust provides the opportunity of a happy and secure future to those who may otherwise In 2017 the Trust began a new partnership with have faced a very different prospect. Hobbs Rehabilitation. This initiative is funded by the charity and benefits over 80 residents who receive Our 262 almshouse cottages form the core of our individual assessments and a range of therapies as provision and are aimed at those villagers who wish required, all free of charge, to help improve their to and are able to live independently. They are a key physical or mental health. part of our Village’s heritage, but we see this type of provision as very much part of our future Care Hub image created by Francis Roberts Architects. development plans as well, as we’ll explain further New building designed by Levitt Bernstein and Francis Roberts Architects. in Section 4.2. 10 11 Our Village has a mixed estate offering a range of 3.2 Our People Strategy 3.3 Managing our people support depending on people’s needs, but it is also 3.0 Our Staff designed to be flexible, to accommodate those needs Our People Strategy which we developed this year through change as they change over time. For example, Huntley for the next three years (2018 – 2021), has three key Change within any organisation can cause anxiety House is our extra care facility, with 51 apartments components which underpin our business strategy: and uncertainty and we have therefore worked aimed at those residents who still wish to live to Attract, Develop and Retain highly motivated, proactively to improve engagement with our staff independently but require additional support – an talented and engaged staff. and to ensure people feel well prepared example of the philosophy we are extending across and equipped. the Village. The Trust is currently undergoing a significant period of change regarding the implementation of The Only Way Is Whiteley our new model of care and our development plans, and so it is essential our people are supported to An excellent example of this is The Only Way Is perform at their best. We are committed to Whiteley (TOWIW) initiative. It involved an developing inspiring leaders and an efficient interactive workshop which was delivered to all organisation that is fit for purpose and sufficiently staff to help share the Trust’s vision for the future. flexible to respond both to our organisational needs Using an external company with interactive theatre, and the ever-changing expectations of our residents, employees, government and wider society. 3.1 Making Whiteley a great place To help achieve this, we believe it is vital to develop to work our workforce by building their skills, capability and As the main interface between the Trust and confidence. Few charitable organisations invest as villagers, our staff play a vital role in supporting much in learning and development as the Whiteley and helping ensure the well-being of those to whom Homes Trust. It is something that we are proud of we provide a home, community and, in many and reflects the importance we place on retaining cases care. and attracting the best staff to work in our Village.

Evidence shows that staff who feel valued, supported and engaged are more likely to deliver better care and services. Our workforce is therefore crucial both to the workshops highlighted some of the current and our success and our reputation internally and future challenges that we face and gave staff and externally, and our new People Strategy, which we trustees the opportunity to discuss these and share Protecting our architectural and cultural heritage published this year, sets out how we will work to thoughts and ideas. The senior leadership team In 2015 we completed a ten year modernisation harness their talents and ambitions to achieve our followed this up with individual team sessions to programme across the Village costing £33 million. strategic goals. gather feedback and help answer any questions. We have a wonderful heritage that we are determined to protect, but maintaining historical buildings is We employ around 160 people at Whiteley Village, complex and expensive. There is a delicate balance and in our most recent staff survey (2016), 75% of “The Only Way Is Whiteley workshop was for the Trust to strike between preserving and respondents said they were proud to work for the really useful in making us understand why the modernising to ensure we continue to deliver high Trust and 73% said the Village is a great place to Village needs to progress with the times and quality services, for although our Village is historical, work. We are determined to keep it that way. how important the people are to its success” it is not a museum. A member of staff We have therefore been frustrated that despite Our People Vision is to have: ‘an engaged, positive day-to-day working relationships with key qualified and motivated community of partners such as the local authority and NHS, we staff volunteers and supporters’. We have worked proactively to develop our internal have struggled to secure their support for both engagement and to encourage all our staff to use significant and minor changes this year. Given our more digital channels. The staff representative strategy is to increase the proportion of supported We are also committed to ensuring all our work is group, ‘Your Voice’ continues to play an increasingly housing for the elderly that we provide in the delivered in line with our Values of: important role in supporting our communications borough of Elmbridge from the current 25% in line and ensuring an effective two-way flow of • Respect with Surrey County Council’s Extra Care Strategy, information between staff and senior management. it is really important that all our partners participate • Integrity in making Whiteley Village the best place to age • Ambition in Britain. No change is not an option because the needs of our beneficiaries are changing, so we will • Involvement be redoubling our efforts to address these issues in the year ahead. 12 13 Developing our digital communications Long Service Awards 4.0 Our ambitions: Laying the foundations for the This year we launched the social networking tool In January the Trust held its first staff Long Yammer and a staff text messaging service. Service Awards to celebrate their achievement and next 100 years Inevitably this is going to take time to `bed-in` but commitment to the Village and its residents. Almost user numbers are growing and overall feedback on 40 members of staff attended with two celebrating staff engagement is very good – with 85% of over 30 years of service, three over 20 years and respondents in a recent survey giving a positive the rest more than 10 years’ service - a total of 535 response when asked how well leaders communicated years between them and a powerful testament to the the organisation’s vision and objectives. (Investors in Trust’s ability to retain great people! People Report, Sept 2017) 3.4 Celebrating our success Investors in People In December we were delighted to be accredited with a Silver Investors in People Award. Investors in People sets the standard for better people management and is an internationally recognised accreditation. Particular themes that were highlighted by the assessor as key areas of strength for the Trust included: • Creating trust and transparency • Living the values • Setting objectives • Designing roles • Supporting learning and development 4.1 Helping shape the debate of our age in February 2017 and these demonstrated what we • Improving through internal and had already suspected; that living at Whiteley external sources With the UK population aged over 65 projected to Village improves general life expectancy. increase by more than 40% in the next 17 years, • Focusing on the future finding new ways to enable our older people to live Female residents live up to five years longer than • Embracing change happy, secure and meaningful lives has become one those living elsewhere; moving them from the fifth • Understanding the external context. of the most pressing issues facing our society. quintile of life expectancy to the first or second. Male residents also live longer than would be Ever increasing cost pressures on health and social expected, and we have evidence that men live as long The assessor was very positive in many areas about services, mean there is great interest in the benefits as the average in society, rather than being consistent the quality of leadership at Whiteley Village, the of communal living. Whiteley Village and its with their socio-economic group. We believe our staff commitment and wider Village culture. history offers a unique base for research and our strength of community is a key factor in boosting centenary provided the Trust with an invaluable longevity and have several hypotheses regarding the opportunity to share our experience and learning. “For an organisation going through the wider reasons for the gender disparity. The Trust therefore decided to partner with the Investors in People (IIP) assessment process for the Cass Business School on a project to help us gain first time, this is an achievement that the whole The research gave us a crucial platform to showcase some insight about these important issues. team should be incredibly proud of ” the `Whiteley Way` to the world and the response was overwhelming - generating unprecedented news Investors in People Assessor Generously sponsored by the Worshipful Company coverage for the Village in newspapers, on TV and

of Actuaries Charitable Trust, this ground-breaking radio and online, including BBC and ITV news and a research involved the analysis of 100 years’ worth feature on Panorama. This helped us reach millions The Trust is now working towards achieving a Gold of residents’ anonymised records. Cass published its of people across the UK and globally including the Standard in its next assessment, which is expected findings: ‘Does living in a retirement village US, Australia and Arab States. in 2020. extend life expectancy? The Case of Whiteley Village’

14 15 The response to what we are doing here at Our plans also include building retirement Whiteley and the potential of what we could do in accommodation and selling our care services to the future makes us even more ambitious for the older people who have the financial means to pay next 100 years. With demand for accommodation in for themselves. This is extending a model we the Village at its highest level ever and a waiting list already use (for example Ingram House, our on-site of over a year, the Trust is planning some exciting residential care home) which will generate vital new developments to help us meet that demand and income to support our charitable activities and help offer support in a more modern, flexible way. This ensure the Village’s long-term sustainability. will provide our residents with even greater choice and independence whilst protecting the unique The Whiteley Foundation, which we will talk more architectural heritage of our Village. about in the next chapter, will facilitate our learning and help us develop new approaches to care as part of the Whiteley Futures programme. Working through the Foundation should help us control our care and support costs but could also have much wider significance for our local and national health and social services.

Almshouses for the 21st century Subject to gaining planning consent, this exciting project will offer the Trust the opportunity to build up to 60 new almshouses in the Village, increasing the number of older people we can support and enabling us to use some of the latest technology to facilitate independent living. This project has been generously supported by The Image created by Francis Roberts Architects. Carpenters’ Company Charitable Trust, which New building designed by Levitt Bernstein and Francis Roberts Architects. merged with the Whiteley Homes Trust in 2016 and donated £1.74m - the proceeds from the sale of their Richard Wyatt 17th century almshouses in Whiteley Walk to substantially increase the number of beneficiaries Godalming - to us. Their donation brought together Whiteley Walk is a planned development of 40 we currently have and to sustain and continually the legacies of Richard Wyatt, Master of The assisted living apartments and with our renowned improve our residents’ quality of life. Carpenters’ Company with that of William Whiteley, expertise and on-site 24 hour care services, we will both of whom were visionary philanthropists in market our care support packages to these new As we have said previously in this report, our Public their time and who created long-lasting legacies that villagers, helping generate important new income. Benefit comes in several different forms. For example, continue to benefit our society today. in Section 2.3 we explained how we use our 4.2 Whiteley Futures Our planning appeal charitable funds to support our most disadvantaged villagers and to top up the care fees of many of our In the summer, the Trust was extremely disappointed Whiteley Futures is the Trust’s development strategy residents. In Section 2.4 we also showed how the to learn that planning permission for our new which will help ensure our vision for older people’s Trust provides security to many who might almshouses and Whiteley Walk had been refused care becomes a reality. In addition to the Care Hub otherwise have faced a very different future and by Elmbridge Borough Council. Following this, we and the new extra care apartments planned for could potentially have become homeless. Whiteley House mentioned previously in this report, embarked on further stakeholder engagement and sought professional advice to plan our next steps. we are also seeking planning permission to build a The Trust has also been proactive in regard to significant number of new almshouses and assisted its engagement with the wider community In September, the decision was taken to appeal. This living apartments. (see Section 2.2); offering mutually beneficial is a lengthy and expensive process for our charity volunteering opportunities for local people of all but we believe we have a very strong case and with The success of Whiteley Futures is important both ages and providing facilities which are enjoyed by renewed engagement efforts, will have a much better to our Village and the wider community for a variety local sports clubs and young families such as our chance of securing a positive outcome next time. of reasons. Our plans will enable us to provide high mother and toddler swimming group and our quality accommodation to an additional 150 villagers; on-site nursery. offering the opportunity of a happy and secure 4.3 Public benefit future to those of limited means in a borough and The Trust refers to the Charity Commission’s county where affordable housing is in very general guidance on public benefit when reviewing short supply. and planning our future activities. Our strategy aims

16 17 We plan to develop our understanding and drive relationships and seek new ones with other service 5.0 The Whiteley Foundation for Ageing Well innovation by working with our villagers to test new providers and practitioners, universities and other approaches or technologies, and to explore with innovators locally, nationally and internationally. them how these could be used to increase their independence and healthy life-expectancy. What Building on the Trust’s existing relationship with they tell us today is that there are three things that Surrey University, for example, the Foundation has make the biggest difference to them: security been working with them this year on a project to (of tenure), connections (being known) and pride help explore technical and analytic innovation (collectively of the Village). related to monitoring within people’s homes. During the project (which is expected to run through much The potential benefits of what we will learn have of 2018), homes have been installed with movement relevance for us all as we age – but also to businesses, sensors that transmit data directly to the researchers. charities, health and social care service providers and government. In due course the Foundation In conjunction with psychologists working with intends to follow up `Ageing Well` by organising Hobbs Rehabilitation and academically linked to events to discuss and explore further the issues the Metanoia Institute and Middlesex University, it raises. we also initiated a project on loneliness which was generously funded by an anonymous donor. A few 5.4 Collaboration villagers have been interviewed about their experiences of loneliness and when the project We have much to share but we are also keen to learn concludes (expected towards the end of 2018), it from the experience and ideas of others. The will have included the testing of interventions Foundation will work to enhance the Trust’s current that could help tackle this important issue. collaborative networks to develop existing partnership 5.1 Introduction preferences change and what makes them feel valued. During our centenary year we have seen some The extensive media coverage generated by the Cass exciting plans come to fruition and others start research showcased our success to a global audience to take shape, but we know our impact in the next and the Foundation aims to capitalise on this unique century cannot just be about new facilities. If we are exposure as we seek to share our insights with the to make a lasting difference that benefits our older wider world. 6.0 Financial review people and older people elsewhere, we must innovate, Income: How we raised our money 2017 Income by income stream seek new ideas, challenge the traditional orthodoxies 5.3 Thought leadership and innovation Income from operational activities remained relatively and help advance the debate on ageing. At the end of this year, to celebrate the 100th consistent in 2017 at £9.4m. The variance in 2016 Income from normal activities £’000 % anniversary of the first villager moving to Whiteley, was due to a substantial one off donation from the It was with this in mind that the Trust decided to R.Wyatt Trust totalling £1.75m. Income in previous launch The Whiteley Foundation for Ageing Well we published ‘Ageing Well: a collection of innovative Donations and similar resources 101 1.0 thinking’, which was generously funded by the years has been at a similar level to 2017 to lead our new initiative, which is supported by the (2015: £9.6m, and, 2014: £9.1m). Worshipful Company of Drapers’ Charitable Trust. Pargiter Trust, the Wates Family Enterprise, the Investments 141 1.5 Dr Alison Armstrong, who has a background in Worshipful Company of Drapers’ Charitable Trust and a particularly generous anonymous benefactor. The principal source of funding for the Trust Charitable activities 5,554 59.4 academic research and runs her own company in the continued to be charitable activities, particularly well-being sector, was appointed as Director. Trading activities 3,019 32.2 With a Foreword from our patron, HRH The Prince amenity charges and fees related to services provided at Whiteley House, Huntley House, Ingram House of Wales, it included a number of thought pieces Other 557 5.9 The objectives of the Trust are to support people of and the cottages. Charitable activities accounted for limited means, but the Foundation will address the from a variety of high profile commentators and practitioners talking about issues as diverse as 59% of total income, whilst trading activities within Total income 9,372 100.0 issues affecting everyone as they age. It is currently WVSL Ltd accounted for 32% of total income. a free-standing body hosted by the Trust, but it may genetics, well-being, technology, and intimacy and sex. eventually become a fully independent organisation. Trading activities within WVSL Ltd generated a The Trust has a century of precious records about significant profit (c. £300k) within the year, which 5.2 Sharing our insights our past villagers, but the experience and views of will be donated back to the Trust as a gift aid donation, Traditionally research about older people tends to our current villagers, staff and volunteers means that to support the charitable objectives of the Trust. focus on their health or care. Our joint project with we have a huge trove of modern insights - a living the Cass Business School demonstrated that it is research project. possible to address social inequalities in life expectancy and prompted us to consider deeper questions about what ageing well means, how people’s

18 19 7.0 Financial review 8.3 Board renewal 8.5 Management remuneration policy 2017 Expenditure by cost type The Trust is committed to Board renewal to ensure The Trust Board and the Leadership Team comprise Expenditure: How we spent our money that the Trust has the skills and fresh approach to the key management personnel of the charity in The Trust’s expenditure from normal activities for deliver change. The terms of appointment for the charge of directing and controlling, running and the year to December 2017 was £9.5m, an increase Chair and Deputy Chair are three years, renewable Group expenditure (excluded gains/ £’000 % operating the Trust on a day to day basis. of 4% in comparison to the previous year. Total once, and four years for trustees with no maximum loss on investments & pensions) expenditure increased from £9.1m in 2016 to £9.5m number of renewals. The trustees are empowered Details of trustees’ expenses and related party in 2017. This was principally due to increased costs Fundraising 87 0.9 in the Will to appoint new trustees and must ensure transactions are disclosed in the accounts. In view within the provision of homes and higher agency there are no fewer than nine. The current trustees of the nature of the charity, the earnings for staff staff costs than budgeted at the start of the year. Staff costs 4,881 51.4 aim for a higher number than this however and this are benchmarked against pay levels in other local The Trust incurred higher agency costs due to ad- year the Board is comprised of 14 members. care and support organisations of comparable size. ditional staff resources being required to maintain Professional charges 294 3.1 The pay of senior staff is reviewed annually and quality care standards during strategic delays in the No outside person or body has trustee nomination Lighting and heating 302 3.2 normally increased in line with average earnings. start of the development project. rights. Once appointed, trustees are given induction Repairs and maintenance 593 6.3 training in all aspects of the governance, operation The financial viability of the Trust relies upon being and management of the Trust by the Chief Executive able to plan and control its financial resources. Catering costs 694 7.3 to a programme agreed with the Chair of trustees. As the Trust continues with the redevelopment As the need is identified, trustees receive training projects outlined within the Whiteley Futures Depreciation 1,361 14.3 either as a Board or individually. strategy, budgetary control is important. Increased financial monitoring of operational income and Other 1,278 13.5 expenditure will be needed to ensure that financial 8.4 Trust subsidiaries Total expenditure 9,490 100.0 covenants agreed with banking institutions are met, The Trust has three subsidiaries: and the redevelopment projects progress as planned. • The Whiteley Village Development Company: This company is not actively trading. Its principal activity is to carry out construction and other contract-related services for the Trust.

• Whiteley Village Services Limited: This is a 8.0 Our structure, governance and management wholly-owned trading subsidiary of the 8.1 Introduction 8.2 Board committees main Trust. It has continued to operate and provide an efficient and effective way of The main documents governing the conduct of the In 2017 the committees that have operated delivering outcomes that are not wholly related Trust’s activities are the will of William Whiteley during the year were: to the Trust’s charity activities. The Directors and the Charity Commission scheme. The Will of • Audit and Risk of Whiteley Village Services Limited will William Whiteley stipulated that trustees were to be • Community, Care and Resources continue to donate its entire operating surplus self-perpetuating and should be kept at not fewer than • Project Development (This committee has to the charity to enable it to provide additional nine. New trustees are elected by the existing Board been established for the specific purpose of services to its beneficiaries. of Trustees. monitoring the detail design, planning and construction for the Whiteley Futures Project • Whiteley Homes Property CIC: Created in The strategy and overall policy for the Trust is laid Development Plan.) down by the Board of Trustees with support from 2017. This is a wholly-owned trading subsidiary of the main Trust, which was set the Chief Executive and Leadership Team. In Further sub-groups cover the areas of: December 2016, the Board approved the management up to oversee implementation of Whiteley plan and budget for the Trust for 2017, in line with • Investment Futures’ projects. the agreed strategy. Responsibility for the day-to-day • Admissions operation of the Trust lies with the Chief Executive, • Pensions who is assisted by the Leadership Team. Although given considerable autonomy to execute the Board’s The Trust has purchased and maintains insurance direction, the Leadership Team’s activities are subject for its trustees, directors of its subsidiary companies to scrutiny by sub-committees of the Main Board and trustees of its closed occupational pension of Trustees. scheme against liability incurred in connection with the Group’s activities and as Trustees of the pension scheme (for example, investment strategy and decisions). 20 21 9.6 Liquidity risk The net current liabilities position in the balance 9.0 Principal risks and uncertainties sheet reflects the recognition of the amount of debt The Group’s objective is to maintain a balance repayable within the year. There are plans for reviews of all departments, action plans have been 9.1 Internal controls assurance between cash balances and long-term investments. strategic development over the coming years and prepared and implementation is ongoing. The Group’s policy on liquidity risk is to ensure The Board acknowledges that it has overall Board has authorised work to ensure our business that there are sufficient cash balances to meet the planning is financially robust, scoping the development responsibility for establishing and maintaining the The internal auditors of the Trust have concluded day-to-day needs of the organisation while investing of a new Care Centre during this financial period. whole system of internal control and for reviewing audits in the following areas during the year: surplus balances in fixed asset investments. A full analysis of the cash flow risk associated with the effectiveness of the system of internal control, Procurement, Project Governance and Key such a project is factored into the decision-making both for the Trust and the Group. Financial Controls. 9.7 Cash flow risk process of the Board. The system of internal control is designed to The Group has refinanced the Allied Irish Bank loan manage, rather than eliminate, the risk of failure to 9.3 Income risk as well as agreed additional funding arrangements achieve business objectives, and provides reasonable 9.8 Digital, data and cyber risks The Board has recognised the risks to the Trust’s for the construction of the Care Hub and the assurance against material misstatement or loss. finances posed by the dependence of its beneficiaries refurbishment of Whiteley House during the year. Key risks in this area include cyber-attacks, and on Public Sector funding, and the need for the Trust The Group has clear sight of the need to ensure over-reliance on external systems management, The process for identifying, evaluating and managing to supplement that. It has been closely monitoring its loan interest and capital repayments as well as potentially leading to data loss or temporary loss of the significant risks faced by the Trust is on-going. cash flow and reducing its dependence on such achieving the financial covenants that have been set service. IT risk is mitigated by the Trust investing However, during the year there has been a full funding where appropriate. Downward pressure on by Triodos / Unity banks as part of the funding in extensive malware protection and security patching review of the Organisational Risk Register with funding and state benefits is expected to continue but agreement are met. and industry standard firewalls. There are also proposed changes and a new system of continuous in particular the cessation of the Supporting People internal restrictions to prevent unauthorised updating now signed off by the Board. programme in 2018 will pose challenges to the systems access. Trust’s management in coming years. This links with the outcomes of the Board review undertaken by the Chair and the appointment of a firm of Internal Auditors to assist the Audit and 9.4 Regulation and legislation risk Compliance Committee to review certain Trust Changes to the way care services are commissioned activity in detail during the year. and funded could have an adverse financial impact on Whiteley Homes Trust indeed in 2017 the Trust 10.0 Reserves policy We held our third annual public meeting of the saw a reduction in income of £85k in relation to Whiteley Homes Trust in October 2017 and Supporting People Funding. The impact of the The Trust relies heavily on funds received in respect The Trust is undertaking substantial development presented key information about finances, public implementation of future legislation will continue of amenity charges and care services from local in coming years that will mean there will be benefit outcomes and plans for the future. to be monitored and processes for admissions and authorities and these depend on local authority funding increased focus on the management of cash funding of care will be reshaped accordingly. and policy. This dependence represents a key financial resources and reserves. The principal risks and uncertainties, and how Legislative risk is mitigated by the Trust risk to the Trust. The development is funded through both bank loans those risks are being managed are outlined below. differentiating fee rates for different levels of service and the use of internal resources. The internal and maintaining close relationships with key Accordingly, the Trust sets aside funds in its free resources are primarily the result of the liquidation local authorities. reserves to meet future charitable expenditure to 9.2 General of the Investment Fund and the funds arising from cover the situation should there be a significant the Richard Wyatt Trust. The major risks to which the Trust is exposed, as short-term drop in income. identified by the trustees, have been reviewed and 9.5 Development risk However, the developments will mean a transitional systems or procedures have been established to Elements of the Trust’s growth plans will be The Trust’s total funds amount to £48.3m (2016 period where the Whiteley House care home will manage those risks. As required, external audits achieved through a programme of development in - £48.1m), most of which is deployed in property provide a diminishing level of income, as it is are also conducted. A strategic risk register is areas including extra care retirement living, nursing or the Endowment Funds. The balance of funds, prepared for refurbishment in 2019. This raises maintained and is reviewed by the Main Board at care and independent living properties. Significant known as free reserves, amount to £5.3m (2016 - additional financial risk, and the effective management least annually, and the functional sub-committees risk issues in this area include attracting good staff, £4.6m), which equates to 6½ months expenditure. of this transitional period is vitally important, until review parts of their areas of responsibility for decreasing public sector funding and planning The Trustees consider it is desirable to have free the new developments are in full operation. risks at most meetings. permission to build. Development risk is mitigated reserves equating to six months’ expenditure as an by the Trust working with key development operating contingency balance. Risk assessment is based on: an evaluation of the partners and existing procurement activities have impact and probability of identified risks occurring; a strengthened relationships with contractors using The Trust sets a balanced on-going operational review of the management controls and monitoring secure supply chain. budget in cash terms for the coming year. processes to manage the risk; and re-evaluation of the The budget may also incorporate other possible residual risk impact and probabilities. All staff receive investment initiatives that should be able to pay for training in risk assessment and the Trust’s procedures themselves within a few years. reflect best practice tailored to local circumstances. The new Health and Safety advisors have conducted 22 23 11.0 Investment, policy and powers Senior management team (2017) 14.0 Trustees’ C. McGowan: Chief Executive Officer responsibilities William Whiteley directed that following the Performance of the Trust’s investment is monitored M. Garbett: Director of Community Services building of the Village the residue was to be divided by the Community, Care and Resources Committee, K. Sargent: Director of People and Transformation between the Endowment Fund and Accumulated and is also reviewed annually at a Board Meeting. The Trustees are responsible for preparing the Income Fund. The Accumulated Income Fund has Performance is compared within each portfolio over S. Williams: Director of Finance Trustees Report, which incorporates the Strategic been fully applied in improving the cottage time, by comparing the relative performance against Report, and the financial statements in accordance properties and was replaced by a general Investment benchmarks including the FT all share index. Total with applicable law and regulations. Fund. This fund was redeemed during 2017. The returns for the year have been 10.10% compared 13.2 Professional Advisors Trust’s investment funds are managed by Waverton with the FT all share return of 8.87%. This is Company law requires the Trustees to prepare Investment Managers. It is the Trust’s investment viewed as adequate in view of the asset allocations • Bankers: Lloyds Bank, 83 High Street, financial statements for each financial year in policy to aim to maintain the real value of the capital and risk profile set by the Community, Care and Walton-on-Thames, Surrey KT12 1DU accordance with United Kingdom Generally Accepted while also generating income for the Trust. Resources Committee. Accounting Practice (United Kingdom Accounting • Solicitors: Farrer & Co LLP, 66 Lincolns Inn Standards and applicable law). Under company law Fields, London WC2A 3LH the Trustees must not approve the financial statements unless they are satisfied that they give • Investment Advisors: Waverton Investment a true and fair view of the state of affairs of the Management Limited, 16 Babmaes Street, group and charity and of the incoming resources London SW1Y 6AH and application of resources, including the income 12.0 Fundraising approach and performance and expenditure, of the group for that period. • External Auditors: haysmacintyre, 10 Queen The Trust undertakes fundraising activity via Total fundraising income for the year to December Street Place, London EC4R 1AG In preparing these financial statements, the fundraising events and sponsored events in line 2017 was £101k, a decrease of 22% in comparison Trustees are required to: with the Fundraising Code of Practice set by the to the previous year. Principal fundraising income • Internal Auditors: Crowe Clark Whitehill LLP, Fundraising Regulator. related to miscellaneous donations received St Bride’s House, 10 Salisbury Square, London • select suitable accounting policies and then throughout the year. EC4Y 8EH apply them consistently;

• Health & Safety Advisors: THSP Risk • observe the methods and principles of the Management, 16c Market Square, Sandy, Charities SORP; Bedfordshire SG19 1HU • make judgements and accounting estimates 13.0 Legal and administrative details that are reasonable and prudent; 13.3 Statement by the Chair 13.1 Status and administration Trustees (2017) • state whether applicable UK Accounting of Trustees Standards have been followed, subject to any Mr PK Wilkinson CBE, BA, FRSA (Chair) The Whiteley Homes Trust was founded in 1907 as The current trustees have all taken the steps that material departures disclosed and explained in a result of the legacy of the late William Whiteley. Prof. M Britton MD, MSc, FRCP (resigned are required to make themselves aware of any the financial statements; Registered Office: Whiteley Village, Walton-on- 25/04/18) information needed by the Trust’s auditors for the purposes of their audit and to establish that the Thames, Surrey KT12 4EH. Dr. BA Castleton MA, MB Bchir, FRCP • prepare the financial statements on the going auditors are aware of that information. The trustees concern basis unless it is inappropriate to The Trust is Registered Charity Number 1103056 Mr RM Formby MA are not aware of any relevant audit information of presume that the charity will continue in and Company Number 4957706. Mr K Hiscock MA which the auditors are unaware. business.

The Whiteley Homes Trust is the corporate Trustee Mr D Perry BA, MA During the year and following a tender process, The Trustees are responsible for keeping adequate of the William Whiteley Endowment Trust haysmacintyre were appointed as external auditors, Mr MA Pomery CVO, MA, FIA accounting records that are sufficient to show and (registered charity number 1103056/1), which owns replacing BDO LLP. Mr MG Sadler LLB, MA, FCCA explain the charity’s transactions and disclose with the permanent endowment. Both charities have reasonable accuracy at any time the financial identical aims and objects, both being principally Mr J Shaw FCA, MCMI, CMgr This report, including the Strategic report, was position of the charity and enable them to ensure governed by the Will of William Whiteley. The approved by the Board of Trustees and signed on Mr SJ Shilson LVO, MA, MSc, MPhil that the financial statements comply with the scheme that governs The Whiteley Homes Trust its behalf by: Companies Act 2006. They are also responsible for contains a Uniting Direction to enable the Trustees Ms J Stevens BA (Hons) safeguarding the assets of the company and hence to manage the assets of the two charities as one for Mr DAM Straughen BA (Hons) for taking reasonable steps for the prevention and accounting and reporting purposes. Mr MFA Tolley BSc, PPCSI (Deputy Chair) detection of fraud and other irregularities. Mrs A Woollhead LLB (Hons), DLP, DESU, P K Wilkinson ACA, MCT Chair 24 25 Independent auditor’s report Conclusions relating to going concern • the Trustees’ Annual Report (which incorporates We have nothing to report in respect of the the strategic report and the directors’ report) following matters in relation to which the ISAs has been prepared in accordance with applicable 15.0 Report to the members of the Whiteley Homes Trust (UK) require us to report to you where: legal requirements. • the trustees’ use of the going concern basis Matters on which we are required to Opinion evidence we have obtained is sufficient and of accounting in the preparation of the report by exception appropriate to provide a basis for our opinion. financial statements is not appropriate; or We have audited the financial statements of the In the light of the knowledge and understanding of • the trustees have not disclosed in the financial the group and the parent charitable company and its Whiteley Homes Trust for the year ended 31 Responsibilities of trustees for the December 2017 which comprise the Consolidated statements any identified material uncertainties environment obtained in the course of the audit, we financial statements have not identified material misstatements in the and Parent Charitable Company Statements of that may cast significant doubt about the Trustees’ Annual Report (which incorporates the Financial Activities, the Consolidated and Parent As explained more fully in the trustees’ responsibilities group’s or the parent charitable company’s strategic report and the directors’ report). Charitable Company summary Income and statement set out on page 25 the trustees (who are ability to continue to adopt the going Expenditure Accounts, the Consolidated and Parent also the directors of the charitable company for concern basis of accounting for a period of at We have nothing to report in respect of the Charitable Company Balance Sheets, the Consolidated the purposes of company law) are responsible for least twelve months from the date when the following matters in relation to which the and Parent Charitable Company Cash Flow the preparation of the financial statements and for financial statements are authorised for issue. being satisfied that they give a true and fair view, and Companies Act 2006 requires us to report to you Statements and the notes to the financial if, in our opinion: statements, including a summary of significant for such internal control as the trustees determine Other information is necessary to enable the preparation of financial accounting policies. The financial reporting The trustees are responsible for the other information. statements that are free from material misstatement, • adequate accounting records have not been framework that has been applied in their preparation The other information comprises the information whether due to fraud or error. kept by the parent charitable company; or is applicable law and United Kingdom Accounting included in the Trustees’ Annual Report and the Standards, including Financial Reporting Standard Chief Executive’s statement. Our opinion on the • the parent charitable company financial In preparing the financial statements, the trustees 102 The Financial Reporting Standard applicable in financial statements does not cover the other statements are not in agreement with the are responsible for assessing the group’s and the the UK and Republic of Ireland (United Kingdom information and, except to the extent otherwise accounting records and returns; or parent charitable company’s ability to continue as a Generally Accepted Accounting Practice). explicitly stated in our report, we do not express going concern, disclosing, as applicable, matters • certain disclosures of trustees’ remuneration any form of assurance conclusion thereon. specified by law are not made; or In our opinion, the financial statements: related to going concern and using the going concern basis of accounting unless the trustees In connection with our audit of the financial • we have not received all the information and either intend to liquidate the group or the parent • give a true and fair view of the state of the statements, our responsibility is to read the other explanations we require for our audit. charitable company or to cease operations, or have group’s and of the parent charitable company’s information and, in doing so, consider whether the no realistic alternative but to do so. affairs as at 31 December 2017 and of the other information is materially inconsistent with the Use of our report group’s and parent charitable company’s net financial statements or our knowledge obtained in This report is made solely to the charitable company’s movement in funds, including the income and Auditor’s responsibilities for the audit of the the audit or otherwise appears to be materially members, as a body, in accordance with Chapter 3 of expenditure, for the year then ended; financial statements misstated. If we identify such material inconsistencies Part 16 of the Companies Act 2006. Our audit work Our objectives are to obtain reasonable assurance or apparent material misstatements, we are required has been undertaken so that we might state to the • have been properly prepared in accordance about whether the financial statements as a whole to determine whether there is a material misstatement charitable company’s members those matters we are with United Kingdom Generally Accepted are free from material misstatement, whether due to in the financial statements or a material misstatement required to state to them in an Auditor’s report and Accounting Practice; and fraud or error, and to issue an auditor’s report that of the other information. If, based on the work we for no other purpose. To the fullest extent permitted includes our opinion. Reasonable assurance is a high • have been prepared in accordance with the have performed, we conclude that there is a material by law, we do not accept or assume responsibility to level of assurance, but is not a guarantee that an requirements of the Companies Act 2006. misstatement of this other information, we are anyone other than the charitable company and the audit conducted in accordance with ISAs (UK) will required to report that fact. We have nothing to charitable company’s members as a body, for our Basis for opinion always detect a material misstatement when it exists. report in this regard. audit work, for this report, or for the opinions we Misstatements can arise from fraud or error and are We conducted our audit in accordance with have formed. considered material if, individually or in the International Standards on Auditing (UK) (ISAs Opinions on other matters prescribed by the aggregate, they could reasonably be expected to (UK)) and applicable law. Our responsibilities under Companies Act 2006 influence the economic decisions of users taken on For and on behalf of haysmacintyre, Statutory those standards are further described in the In our opinion, based on the work undertaken in the the basis of these financial statements. Auditors by: Auditor’s responsibilities for the audit of the course of the audit: financial statements section of our report. We are A further description of our responsibilities for the independent of the group in accordance with the • the information given in the Trustees’ Annual audit of the financial statements is located on the ethical requirements that are relevant to our audit Report (which incorporates the strategic report Richard Weaver (Senior Statutory Auditor) Financial Reporting Council’s website at: of the financial statements in the UK, including and the directors’ report) for the financial 10 Queen Street Place www.frc.org.uk/auditorsresponsibilities. the FRC’s Ethical Standard, and we have fulfilled year for which the financial statements are London This description forms part of our auditor’s report. our other ethical responsibilities in accordance with prepared is consistent with the financial EC4R 1AG these requirements. We believe that the audit statements; and

Date……………………………… 26 27 The Whiteley Homes Trust The Whiteley Homes Trust 16.0 Financial statements Consolidated Statement of Financial Activities Consolidated Statement of Financial Activities for the year ended 31 December 2017 for the year ended 31 December 2016

Note Unrestricted Restricted Endowment Total Note Unrestricted Restricted Endowment Total Funds Funds Funds 2017 Funds Funds Funds 2017 £ £ £ £ £ £ £ £ Income from: Income from: Donations and similar resources 25,404 75,296 - 100,700 Donations and similar resources 32,483 1,757,100 - 1,789,583 Investment income 140,933 - - 140,933 Investment income 197,565 - - 197,565 Charitable activities - amenity Charitable activities - amenity - charges and fees 5,554,341 - - 5,554,341 charges and fees 5,539,923 - - 5,539,923 Trading activities 3,018,561 - - 3,018,561 Trading activities 3,180,190 - - 3,180,190 3 3 Other 563,025 - - 563,025 Other 585,856 - - 585,856 4 4 Net gain on disposal of fixed assets (5,880) - - (5,880) Net gain on disposal of fixed assets 9,000 - 9,000 ______

Total income 9,296,384 75,296 - 9,371,680 Total income 9,545,017 1,757,100 - 11,302,117 ______

Expenditure on: Expenditure on: Charitable activities: Charitable activities: Cost of provision of homes 7,203,756 15,000 57,458 7,276,214 Cost of provision of homes 6,697,903 15,000 57,458 6,770,361 Cost of raising funds: Cost of raising funds: Cost of fundraising 87,337 - - 87,337 Cost of fundraising 97,975 - - 97,975 Cost of trading activities 2,126,004 - - 2,126,004 Cost of trading activities 2,237,099 - - 2,239,099 ______

Total expenditure 9,417,097 15,000 57,458 9,489,555 Total expenditure 9,032,977 15,000 57,458 9,105,435 ______Net income/(expenditure) before gains Net income/(expenditure) before gains and losses on Investments (120,713) 60,296 (57,458) (117,875) and losses on Investments 512,040 1,742,100 (57,458) 2,196,682

Realised and unrealised investment gains 69,357 - 257,512 326,869 Realised and unrealised investment gains 265,135 - 344,088 609,223 ______

Net income/expenditure (51,356) 60,296 200,054 208,994 Net income/expenditure 777,175 1,742,100 286,630 2,805,905

Other recognised gains/(losses): Other recognised gains/(losses): Actuarial gains/(losses) on defined benefit 8,000 - - 8,000 Actuarial gains/(losses) on defined benefit (155,000) - - (155,000) 18 18 pension scheme ______pension scheme ______

Net movements in funds (43,356) 60,296 200,054 216,994 Net movements in funds 622,175 1,742,100 286,630 2,650,905

Balance brought forward Balance brought forward at 1 January 2017 39,083,372 2,512,607 6,504,939 48,100,918 at 1 January 2017 38,461,197 770,507 6,218,309 45,450,013 ______Balance carried forward 39,040,016 2,572,903 6,704,993 48,317,912 Balance carried forward 39,083,372 2,512,607 6,504,939 48,100,918 at 31 December 2017 ______at 31 December 2017 ______

Total funds 48,317,912 Total funds 48,100,918 Less endowment funds and restricted funds (9,277,897) Less endowment funds and restricted funds (9,017,547) Less unrestricted fixed assets (net of related funding) (33,185,733) Less unrestricted fixed assets (net of related funding) (34,171,844) Deduct pension reserve asset (562,000) Deduct pension reserve asset (294,000) ______Free reserves 5,292,282 Free reserves 4,617,527

No separate income and expenditure account as required under the Companies Act 2006 has been presented, as the only difference No separate income and expenditure account as required under the Companies Act 2006 has been presented, as the only difference between the net incoming resources for the year before investment gains and transfers, (£117,875), and the net income for the year between the net incoming resources for the year before investment gains and transfers, £2,196,682 and the net income for the year as as defined by the Companies Act, £8,940, are the expenditure and gains relating to the charity’s endowment funds presented above. defined by the Companies Act, £2,519,275, are the expenditure and gains relating to the charity’s endowment funds presented above. All amounts relate to continuing activities. All gains and losses recognised in the year are included above. All amounts relate to continuing activities. All gains and losses recognised in the year are included above. The notes on pages 34 - 51 form part of these financial statements. The notes on pages 34 - 51 form part of these financial statements. 28 29 The Whiteley Homes Trust The Whiteley Homes Trust Consolidated Balance Sheet Charity Balance Sheet as at 31 December 2017 as at 31 December 2016

Company Registration No. 04957706 Note 2017 2017 2016 2016 Company Registration No. 04957706 Note 2017 2017 2016 2016 (England and Wales) £ £ £ £ (England and Wales) £ £ £ £

Fixed assets 7 45,965,505 44,691,274 Fixed assets 7 43,705,163 44,691,274

Investments 8 8,278,681 8,210,250 Investments 8 8,278,681 8,210,250

Current assets Current assets Stocks 16,093 25,408 Stocks 16,093 25,408 Sundry debtors and prepayments 9 292,122 1,229,585 Sundry debtors and prepayments 9 3,064,146 1,189,399 Cash and cash equivalents 2,493,244 2,417,831 Cash and cash equivalents 1,875,446 2,410,176 ______

2,801,459 3,672,824 4,995,685 3,624,983 Creditors: amounts falling due Creditors: amounts falling due within one year 10 1,289,733 1,486,330 within one year 10 1,587,032 1,438,393 ______Net current assets/ (liabilities) 1,511,726 2,186,494 Net current assets/ (liabilities) 3,368,653 2,186,590 ______Total assets less current Total assets less current assets/ (liabilities) 55,755,912 55,088,018 assets/ (liabilities) 55,352,497 55,088,114

Creditors: amounts falling due after Creditors: amounts falling due after more than one year 11 8,000,000 7,281,100 more than one year 11 8,000,000 7,281,100 Pension scheme funding asset 18 (562,000) (294,000) Pension scheme funding asset 18 (562,000) (294,000) ______(7,438,000) (6,987,100) ______(7,438,000) (6,987,100) ______Net assets 48,317,912 48,100,918 Net assets ______47,914,497 48,101,014 Financed by: Financed by: ______

Funds of the charity Funds of the charity Endowment fund 13 6,704,994 6,504,939 Endowment fund 13 6,704,994 6,504,939 Restricted funds 14 2,572,903 2,512,607 Restricted funds 14 2,572,903 2,512,607 Unrestricted funds: Unrestricted funds: - Fixed assets less related funding 26,076,827 27,062,938 - Fixed assets less related funding 26,076,827 27,062,938 - Fixed assets revaluation reserve 7,108,907 7,108,907 - Fixed assets revaluation reserve 7,108,906 7,108,907 - Free reserves other 5,292,281 4,617,527 - Free reserves other 4,888,867 4,617,623 ______38,074,600 38,789,468 38,478,015 38,789,372 - Pension Reserve asset 18 - Pension Reserve asset 18 562,000 294,000 562,000 294,000 ______15 39,040,015 39,083,372 15 38,636,600 39,083,468 ______48,317,912 48,100,918 47,914,497 48,101,014 ______

Approved and authorised for issue on behalf of the Trustees on by: Approved and authorised for issue on behalf of the Trustees on by:

P K Wilkinson - Chair P K Wilkinson - Chair

M G Sadler - Trustee M G Sadler - Trustee The notes on pages 34 - 51 form part of these financial statements The notes on pages 34 - 51 form part of these financial statements 30 31 The Whiteley Homes Trust The Whiteley Homes Trust Consolidated Statement of Cash Flows Charity Statement of Cash Flows for the year ended 31 December 2017 for the year ended 31 December 2017

Note 2017 2017 2016 2016 Note 2017 2017 2016 2016 £ £ £ £ £ £ £ £ Cash flows from operating activities Cash flows from operating activities Net cash provided by/(used in) Net cash provided by/(used in) operating activities 18 2,093,287 2,653,256 operating activities 18 (777,198) 2,645,602

Cash flows from investing activities Cash flows from investing activities Interest received 3,139 9,863 Interest received 3,139 9,863 Purchase of tangible fixed assets (2,648,783) (486,254) Purchase of tangible fixed assets (388,442) (486,254) Receipts from sale of tangible fixed assets 7,900 9,000 Receipts from sale of tangible fixed assets 7,900 9,000 Purchase of investments from Purchase of investments from Endowment funds (906,419) (1,103,183) Endowment funds (906,419) (1,103,183) Sale of investments from Sale of investments from Endowment funds 906,419 1,103,183 Endowment funds 906,419 1,103,183 Purchase of investments from Purchase of investments from unrestricted funds (256,803) (795,505) unrestricted funds (256,803) (795,505) Receipts from sale of investments Receipts from sale of investments from unrestricted funds 3,517,159 795,505 from unrestricted funds 3,517,159 795,505 Addition of bank deposit investment (3,001,919) - Addition of bank deposit investment (3,001,919) -

Dividends received 140,933 197,565 Dividends received 140,933 197,565 ______(2,238,374) (269,826) 21,967 (269,826)

Cash flows from financing activities Cash flows from financing activities Repayment of loan facility (7,779,500) (498,000) Repayment of loan facility (7,779,500) (498,000) Receipt of loan facility 8,000,000 - Receipt of loan facility 8,000,000 - ______220,500 (498,000) 220,500 (498,000) ______Increase/(decrease) in cash and cash Increase/(decrease) in cash and cash equivalents in the year 75,413 1,885,526 equivalents in the year (534,731) 1,877,776 Cash and cash equivalents at the Cash and cash equivalents at the beginning of the year 2,417,831 532,401 beginning of the year 2,410,177 532,401 ______Total cash and cash equivalents Total cash and cash equivalents at the end of the year 2,493,244 2,417,831 at the end of the year 1,875,446 2,410,177 ______

The notes on pages 34 - 51 form part of form part of these financial statements The notes on pages 34 - 51 form part of form part of these financial statements 32 33 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

1 Status Preparation of the accounts on a going Expenditure The revalued buildings have been apportioned 70:30 concern basis structural: internal works and depreciated over 50 years The Trust was established by the Will of Mr W Whiteley All expenditure is accounted for on an accruals basis. for the former and 30 years for the latter. which was proved on 16 April 1907. The Trust is a These accounts are based on a going concern basis. The Irrecoverable VAT is allocated to the associated cost. registered company and charity in England and Wales. trustees have assessed the charity’s ability to continue on All costs are directly allocated to the category of Investments this basis and are aware of no material uncertainties that expenditure. will change this position. Investments are stated at bid price at the balance 2 Accounting policies Governance costs are those incurred in connection sheet date. with compliance with constitutional and statutory The SOFA includes the net gains and losses arising on Basis of accounting Income requirements. All costs are directly allocated to the revaluations and disposals throughout the year. cost of charitable activities. The principal accounting policies adopted, judgements Income is recognised when the charity has entitlement and key sources of estimation uncertainty in the to the funds, any performance conditions attached to the Stocks preparation of the financial statements are as follows: item(s) of income have been met, it is probable that the Fixed assets and depreciation income will be received and the amount can be measured Stocks are valued at the lower of cost or net reliably. All income arose in the UK. Fixed assets (with the exception of freehold land) are realisable value. Basis of preparation stated at cost less depreciation. Income from charitable activities represents fees and The financial statements have been prepared in amenity charges arising from the provision of homes and Depreciation is provided on the following tangible Financial instruments accordance with Accounting and Reporting by support to the older people with limited means. Income is fixed assets at rates calculated to write off the cost on a Charities: Statement of Recommended Practice recognised in accordance with service provision. straight-line basis over their expected useful economic Debtors and creditors applicable to charities preparing their accounts in lives as follows: Debtors and creditors with no stated interest rate and accordance with the Financial Reporting Standard Income from investments represents interest and receivable or payable within one year are recorded at applicable in the UK and Republic of Ireland (FRS 102) deposits receivable. Interest on funds held on deposit is Freehold buildings - 2 to 13% per annum transaction price. Any losses arising from impairment are (effective 1 January 2015) - (Charities SORP (FRS 102)), recognised when receivable and the amount can be on cost or valuation recognised in the income statement in other operating the Financial Reporting Standard applicable in the UK measured reliably by the charity; this is normally upon expenses and Republic of Ireland (FRS 102) and the Companies notification of the interest paid or payable by the bank. Plant and equipment - 20% per annum Act 2006. including nursing home on cost Loans Dividends are recognised once the dividend has been equipment The Whiteley Homes Trust meets the definition of a declared and notification has been received of the The Trust has one bank loan that is classified as a basic public benefit entity under FRS 102. Assets and liabilities dividend due. This is normally upon notification by our Motor vehicles - 25% per annum financial instrument in accordance with FRS 102. are initially recognised at historical cost or transaction investment advisor of the dividend yield of the on cost This instrument is initially recorded at the transaction value unless otherwise stated in the relevant accounting investment portfolio. price less any transaction costs (historical cost), FRS 102 policy note(s). All expenditure on freehold land and buildings, including requires that basic financial instruments are subsequently Donations are recognised when the Trust has been improvements, are stated at cost. measured at amortised cost. notified in writing of both the amount and settlement Basis of consolidation date. In the event that a donation is subject to conditions Freehold land is neither depreciated nor shown at The Trust also has an overdraft facility that is repayable that require a level of performance before the charity is current valuation, as neither treatment is considered on demand and accounted for at historical cost. The Charity only figures in these financial statements entitled to the funds, the income is deferred and not appropriate by the Trustees. combine the activities of The Whiteley Homes Trust recognised until either those conditions are fully met, or Cash and cash equivalents with those of the William Whiteley Endowment Trust the fulfilment of those conditions is wholly within the On transition to FRS 102 the Trust took the option of Cash and cash equivalents in the Group’s balance sheet under a uniting direction put in place by the Charity control of the charity and it is probable that those carrying out a one-off valuation exercise on selected consists of cash at bank, in hand, deposits and notice Commission, dated 23 December 2004. conditions will be fulfilled in the reporting period. properties and using those amounts as deemed cost. accounts with an original maturity of three months or less. To determine the deemed cost at 1 January 2014, the The statement of financial activities (SOFA) and balance Legacy gifts are recognised on a case by case basis Trust engaged independent valuation specialist Cluttons sheet consolidate the financial statements of the charity following the granting of probate when the administrator/ to value the properties on an existing use value basis. and its subsidiary undertakings. The results of the executor for the estate has communicated in writing both These properties will subsequently be measured at cost subsidiaries are consolidated on a line by line basis. the amount and settlement date. In the event that the gift less depreciation. Any difference between historical cost is in the form of an asset other than cash or a financial and deemed cost has be taken to a revaluation reserve. The charitable company’s own statement of financial asset traded on a recognised stock exchange, recognition is Any difference between historical cost depreciation and activities (SOFA) has not been presented, as permitted subject to the value of the gift being reliably measurable depreciation calculated on deemed cost has been by s.408 of the Companies Act 2006. with a degree of reasonable accuracy and the title to the transferred between revaluation reserve and the free asset having been transferred to the charity. reserves fund.

34 35 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

Funds Accounting estimates and judgements 3 Trading Subsidiaries

Designated funds comprise unrestricted funds that have In preparing the accounts, the trustees are required to The Trust has two active trading subsidiaries: Whiteley Village Services Limited (company number 6760134) and been set aside by the Trustees for particular purposes. make estimates and judgements. The matters detailed Whiteley Homes Property CIC (company number 10354476). Presently there are no designated funds. below are considered to be the most important in understanding the judgements that are involved in preparing the accounts, and the uncertainties that could Restricted funds are funds which are to be used in impact the amounts reported. 2017 2016 accordance with specific restrictions imposed by donors or which have been raised by the Charity for particular £ £ purposes. Income Recognition The results of the Whiteley Village Services Limited are shown below:

Endowment funds are funds for which the capital is A significant portion of the Trust’s income is earned Turnover 3,018,561 3,180,190 required to be retained in accordance with the donor’s on entitlement to funds. Income is allocated to each (2,376,004) (2,487,098) wishes. The income is also treated in accordance with accounting period in accordance with the income Cost of sales the donor’s wishes, and is credited to a restricted income note above. Administration expenses (343,143) (433,357) fund. Gift aid payment to The Whiteley Homes Trust - (259,735) Cost Allocation ______General unrestricted funds are available for use at the discretion of the Trustees in furtherance of the general Non-direct costs are allocated or apportioned to the Net profit for the year and net assets at the year end 299,414 - charitable objectives. A pension reserve is included within expenditure categories in the SOFA on a basis consistent ______unrestricted funds to meet the pension deficit. with identified cost drivers such as headcount, usage and space occupied. Judgment is used in the allocation methods applied to each non-direct cost area. Pension Schemes Whiteley Village Services Limited is wholly owned by the charity, incorporated in England and is involved in care services. The group’s defined benefits scheme is accounted for in Actuarial assumptions in respect of accordance with FRS 102. The service cost of pension defined benefit pension scheme provision relating to the year, together with the cost of 2017 2016 any benefits relating to past service if the benefits have The application of actuarial assumptions relating to the £ £ vested, is charged to the statement of financial activities. Trust’s defined benefit pension scheme is incorporated in The results of the Whiteley Village Services Limited are shown below: A charge equal to the increase in the present value of the the accounts in accordance with FRS102. In setting the

scheme’s liabilities (because the benefits are closer to assumptions, advice is taken from independent qualified actuaries. These assumptions require significant settlement) and a credit equivalent to the Group’s long Management fees 112,000 - judgement to be exercised with regard to such areas as term expected return on assets (based on the market future changes in salary and inflation, mortality rates and Cost of sales (2,501) - value of the scheme’s assets at the start of the year), are long -term discount rates. ______also included in the statement of financial activities. The Trustees consider that the defined benefit pension Net profit for the year and net assets at the year end 109,499 - The difference between the market value of the assets of asset is recoverable through reductions in future ______the scheme and the present value of the accrued pension contributions or through refunds from the pension liabilities is shown as an asset or liability on the balance scheme. sheet. Any differences between the actual and expected return on assets during the year are recognised in the statement of financial activities along with differences Whiteley Homes Property CIC is a wholly owned subsidiary of the charity, incorporated in England and is involved in the implementation of the Whiteley Futures project. arising from experience or assumption changes. The Trust also has a 100% interest in Whiteley Village Development Company Limited (company number 4341307). Contributions to the group’s defined contribution pension scheme are charged to the statement of financial activities in the year in which they become payable.

36 37 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

4 Other Incoming Resources Net income/expenditure for the year is stated after charging:

2017 2017 2016 2016 2017 2016 £ £ £ £ Miscellaneous income: £ £ Village store 6,800 7,863 Depreciation 1,360,774 1,379,478 Village club 120,926 103,097 Interest payable 106,145 158,167 Rents receivable 93,409 124,917 External auditors’ remuneration: Therapy pool 31,874 37,611 Estates 1,650 1,295 - Audit services 32,500 31,224 Cottage district heating 55,160 53,110 - Other services 13,248 11,880 Staff housing 211,613 203,648 ______Other 38,454 44,453

______1,512,667 1,580,749 Total miscellaneous income 559,886 575,993 ______

Interest on deposit accounts 3,139 9,863 Included within expenditure are governance costs of £45,748 (2016: £43,104) relating to external auditor’s ______remuneration (see above) and £16,214 (2016: £15,000) relating to internal auditor’s remuneration. Other unrestricted incoming resources 563,025 585,856 ______6 Analysis of staff costs, trustee remuneration and expenses, and the cost of key All activities included within miscellaneous income are subsidised by the Trust. management personnel

5 Expenditure 2017 2016 £ £ Expenditure for the year ended 31 December 2017 can be analysed as: Salaries and wages 3,788,440 3,862,331 Direct Support Depr’n Total Social security costs 324,385 321,333 Costs Costs £ £ £ £ Pension cost: - Contribution to defined contribution scheme 149,240 156,699 Cost of provision of homes 4,105,898 3,156,493 13,823 7,276,214 - Operating costs of defined benefit scheme 17,671 15,044 Cost of fundraising - 87,337 - 87,337 Termination costs 1,800 26,687 Cost of trading activities 779,052 - 1,346,952 2,126,004 ______4,884,950 3,243,830 1,360,775 9,489,555 4,281,536 4,382,094 ______

Expenditure for the year ended 31 December 2016 can be analysed as: The headcount number of employees in the year was:

Direct Support Depr’n Total 2017 2016 Costs Costs Number Number £ £ £ £

Cost of provision of homes 3,722,967 3,016,463 30,931 6,770,361 Administration 18 18 Cost of fundraising - 97,975 - 97,975 Care Centre 83 99 Cost of trading activities 888,552 - 1,348,547 2,237,099 Cottages, Huntley House, works, estate and other 47 69 ______4,611,519 3,114,438 1,379,478 9,105,435 148 186 ______

38 39 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

Four employees earned more than £60,000 in the year (2016- four employees). 7 Fixed Assets These employees’ emoluments fell into the bands: Freehold Furniture Assets land and fittings and Motor Under 2017 2016 Group and Charity Buildings equipment vehicles Construction Total Number Number £ £ £ £ £

2 - £ 60,000 - £ 69,999 Cost or valuation £ 70,000 - £ 79,999 0 2 At 1 January 2017 47,393,615 1,007,031 27,462 - 48,428,108 £ 80,000 - £ 89,999 0 1 Additions 53,742 323,449 11,250 2,260,342 2,648,783 £ 90,000+ 2 1 Disposals - (15,600) - - (15,600) ______At 31 December 2017 47,447,357 1,314,880 38,712 2,260,342 51,061,291 Contributions to the defined contribution pension scheme in respect of these employees were £16,178 (2016: £13,128). ______

Reimbursed expenses do not form part of remuneration and are subject to the normal processes of internal Depreciation financial control. At 1 January 2017 3,335,764 399,513 1,556 - 3,736,833 Charge for the year 1,138,353 214,242 8,178 - 1,360,773 No trustees received reimbursement of expenses in the year (2016: 1 Trustees (£66)). Eliminated on disposal - (1,820) - - (1,820) Key management personnel of the group include Trustees, directors of the subsidiaries and the senior management ______team. The total employee benefits to the key management personnel were £391,717 (2016: £296,235). At 31 December 2017 4,474,117 611,935 9,734 - 5,095,786 No trustees were remunerated (2016: none) ______Net book value At 31 December 2017 42,973,240 702,945 28,978 2,260,342 45,965,505 ______At 31 December 2016 44,057,851 607,518 25,905 - 44,691,274 ______

The charity-only fixed assets are the group fixed assets excluding assets under construction.

40 41 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

8 Investments In addition, the Trust has previously invested £2 to purchase the whole of the issued ordinary share capital of Whiteley Village Development Company Limited, a company registered in England. Bank Investment Endowment 2017 2016 The subsidiary is used to undertake construction and other contract services for the parent charity. Deposit Fund fund Total Total The Trust is also the sole Trustee of The William Whiteley Endowment Trust (formally The Whiteley Homes Trust), Group £ £ £ £ £ a charity registered in England. Under a uniting direction issued by the Charity Commission, the results and activities of The William Whiteley Endowment Trust are treated as transactions of the Trust. Market value at 1 January 2017 511,603 3,191,000 4,507,647 8,210,250 7,595,084 Additions 3,001,919 256,803 906,419 4,165,141 1,904,630 Disposals - (3,517,159) (906,419) (4,423,578) (1,898,688) 9 Sundry Debtors and Prepayment: Amounts falling due within one year Net gains - 69,356 257,512 326,868 609,224 ______Group Group Charity Charity Market value at 31 December 2017 3,513,522 - 4,765,159 8,278,681 8,210,250 2017 2016 2017 2016 £ £ £ £ ______Amounts owed by subsidiary undertakings - - 2,587,295 232 Cost at 31 December 2017 3,513,522 - 3,851,169 7,364,691 6,919,331 ______Investment dividends and interest 23,614 35,121 23,614 35,121 Debtors 111,388 110,509 111,388 70,091 Other debtors - 985,867 232,795 985,867 All investments are listed on a recognised stock exchange and include cash balances held by the brokers for the purpose of reinvestment. At 31 December 2017, the cash balance was £244,564 (2016 - £345,031). VAT recoverable 48,066 - - - Prepayments and accrued income 109,054 98,088 109,054 98,088 The fund portfolios comprise: ______292,122 1,229,585 3,064,146 1,189,399 Bank Endowment 2017 2016 ______Deposit Fund Total Total Group £ £ £ £

Investment assets in the UK 3,513,522 460,541 3,974,063 3,001,292 10 Creditors: Amounts falling due within one year Investment assets outside the UK - 3,576,021 3,576,021 3,963,707 Cash - 236,064 236,064 345,030 Group Group Charity Charity Bonds - 492,533 492,533 900,221 2017 2016 2017 2016 ______£ £ £ £ Market value at 31 December 2017 3,513,522 4,765,159 8,278,681 8,210,250 Bank loan - 498,400 - 498,400 ______Trade creditors 587,427 312,088 582,032 271,575 Other creditors 113,220 138,390 405,079 138,390 VAT payable - 4,526 10,835 4,526 Charity Tax and social security creditor 100,336 105,637 100,336 105,637 Accruals and deferred income 488,750 427,289 488,750 419,865 In addition to the above investments, the Trust has previously invested £100 to purchase the whole of the issued ordinary share capital of Whiteley Village Services Limited, a company registered in England. ______1,289,733 1,486,330 1,587,032 1,438,393 The subsidiary is used to provide care and related services to elderly residents who fall outside of the charitable objectives of the parent charity. The results of the subsidiary are shown in note 3. ______In addition, the Trust has previously invested £1 to purchase the whole of the issued ordinary share capital of Whiteley Homes Property CIC, a company registered in England. The subsidiary is used to manage the Whiteley Futures redevelopment project.

42 43 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

11 Creditors: Amounts falling due after more than one year 13 Permanent Endowment Fund

Group Group Charity Charity Henry Lucas The William 2017 2016 2017 2016 Fund Whiteley Total £ £ £ £ Fund £ £ £

Bank Loan 8,000,000 7,281,100 8,000,000 7,281,100 At 1 January 2017 1,956,578 4,548,362 6,504,940 ______Depreciation (57,458) - (57,458) Realised and unrealised investment gains - 257,512 257,512 The bank loan is a twenty-year term loan repayable by 1 December 2037. The loan is fully drawn and capital ______repayments are due to commence in March 2021. Interest is payable on the loan based on LIBOR rates. At 31 December 2017 1,899,120 4,805,874 6,704,994 ______The loan is secured against the property at Whiteley Village, registered at the Land Registry under title The above is represented by: number SY668629.

Fixed assets – freehold land and buildings 1,939,835 12 Analysis of net assets between funds Investments (see note 9) 4,765,159 ______

Unrestricted Restricted Endowment Total 6,704,994 Group Funds Funds Funds Funds ______£ £ £ £

Tangible fixed assets 43,310,770 714,900 1,939,835 45,965,505 Investments 3,513,522 - 4,765,159 8,278,681 Henry Lucas Fund Net current assets (346,277) 1,858,003 - 1,511,726 Long-term liabilities (8,000,000) - - (8,000,000) In 2002 the assets of the Henry Lucas’ Charity were transferred to the Trust under a Charity Commission scheme. Under the terms of the scheme the assets have been used to fund the building of a number of homes, known as Pension scheme asset / (deficit) 562,000 - - 562,000 Henry Lucas Cottages, capable of accommodating 32 residents. ______Net assets 39,040,015 2,572,903 6,704,994 48,317,912 ______The William Whiteley Fund

The fund is to be used to provide income for the maintenance of the property. The balance in the fund cannot be used without the agreement of the Charity Commission. Unrestricted Restricted Endowment Total Charity Funds Funds Funds Funds The income from this fund can be used for the maintenance of the property. The fund records the net income of £ £ £ £ the group. Tangible fixed assets 41,050,428 714,900 1,939,835 43,705,163 Investments 3,513,522 - 4,765,159 8,278,681 Net current assets 1,510,650 1,858,003 - 3,368,653 Long-term liabilities (8,000,000) - - (8,000,000) Pension scheme asset / (deficit) 562,000 - - 562,000 ______Net assets 38,636,600 2,572,903 6,704,994 47,914,497 ______

44 45 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

14 Restricted Funds 16 Capital Commitments

HCA Other Richard 2017 2016 grant Building Other Wyatt Total £ £ Trust

£ £ £ £ £ Amounts authorised but not contracted and not provided in the accounts 128,660 7,100 ______At 1 January 2017 729,900 1,959 39,974 1,740,774 2,512,607 Income - - 63,040 12,256 75,296 Expenditure (15,000) - - - (15,000) 17 Operating leases ______The group and the charity had minimum lease payments under non-cancellable operating leases as set out below: At 31 December 2017 714,900 1,959 103,014 1,753,030 2,572,903 ______Group Group Charity Charity The HCA grant is governed by the Framework Delivery Agreement with the Homes and Community Agency. 2017 2016 2017 2016 £ £ £ £ The Trust is restricted in the disposal of those assets to which the grant was applied. Any such disposal requires the notification to and written consent of the Homes and Community Agency. Within one year 2,372 1,508 2,372 1,508 Whiteley Home Trust agreement with Richard Wyatt Trust to provide housing accommodation in Whiteley Village for 2 - 5 years 3,658 1,091 3,658 1,091 the purposes of the schemes as “Richard Wyatt residents”. ______6,030 2,599 6,030 2,599 The HCA grant is represented by fixed assets. The remaining restricted funds are represented by current assets. ______‘Other’ funds represent donations from various sources that have been restricted in purpose upon award.

15 Unrestricted Funds 18 Pension Schemes

Group Charity The Trust operates two pension schemes for its employees. (b) The Whiteley Homes Trust Retirement Benefits £ £ One is managed by Legal & General and the other is Scheme is a defined benefit arrangement which was closed

managed by employer-nominated and member-nominated to new members in 1996. It currently has only one At 1 January 2017 39,083,372 39,083,467 Trustees. remaining active member, in addition to retired and deferred members. The defined benefit scheme assets are Income 9,296,384 6,423,727 (a) In October 2012, the government introduced new invested in pooled funds managed by Scottish Widows (9,417,097) Expenditure (6,947,950) legislation that requires all UK employers to automatically Fund and Life Assurance Society. In addition, the scheme Gains on investments 69,357 69,357 enrol their employees into a workplace pension scheme. Trustees have purchased annuities from Scottish Widows (“the annuities”) in respect of some retired members (“the Actuarial loss 8,000 8,000 The legislation is being phased in depending on employer size and the scheduled date for the Trust was May 2014. insured pensioners”). The latest available accounts are to ______31 December 2017 and they show that the net assets of At 31 December 2017 39,040,016 38,636,601 As a consequence, the Trust decided to no longer make the scheme (excluding the annuities) were £ 4,712,110 ______contributions to The Whiteley Homes Trust (1996) (2016 - £4,292,000). Retirement Benefits Scheme. Instead the Trust replaced The above are represented by: this with a new Group Personal Pension Plan run by Legal The cash contributions paid by the Employer to the defined benefit scheme in 2017 were £20,623 in respect Fixed assets net of related long-term funding 33,185,733 33,185,733 & General called The Whiteley Homes Trust Pension Scheme. of benefits accruing to current members, a seventh annual Investments 3,513,522 3,513,522 instalment (of ten) of £227,004 to eliminate the funding Net current assets 1,778,761 1,375,346 The Trust contributes varying percentages of shortfall from the actuarial assessment as at 1 January members’ pay, according to the level of contributions 2010, and administration costs of £21,300 making a total Pension Scheme surplus 562,000 562,000 selected by each member and the point at which they of £268,927. ______joined the scheme. 39,040,016 38,636,601 (c) The employer contributed £17,671 (2016 - £26,398) in respect of group life assurance for all employees. ______46 47 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

Defined Benefit Scheme The Group expects to contribute £248,000 to its defined benefit pension plan in 2017. The actuary has computed the following information about the financial position of the defined benefit scheme as at 31 December 2017. An analysis by major categories of the scheme at 31 December 2017 were as follows:

The assumptions used are different from those adopted for the triennial actuarial pensions valuation, which form the basis upon which the funding plan above has been formulated: 2017 2017 2016 2016 £’000 Proportion £’000 Proportion

2017 2016 Equities 1,746 27% 1,666 27% £’000 £’000 Bonds 2,951 45% 2,626 42% Fair value of plan assets (including annuities) 6,526 6,198 Insured Pensions 1,817 28% 1,906 31% Present value of scheme obligations (including insured pensions) (5,964) (5,904) Property 12 0% - 0% ______Net asset 562 294 6,526 6,198 ______

Description of adjustments made to measure defined benefit scheme assets. The scheme liabilities shown above have been calculated using the following assumptions at the balance sheet date:

2017 2016 2017 2016 % % £’000 £’000 At 1 January 6,198 5,157 Discount rate 2.4 2.6 Expected return on assets 161 201 Retail price inflation 3.1 3.1 Actuarial gains 163 843 Salary increase rate 4.1 4.1 Contributions 271 261 Pension increases (at limited price indexation) 3.6 3.6 Benefits paid (267) (264) Deferred pension revaluation 2.1 2.1 ______Consumer price inflation 2.1 2.1 At 31 December 6,526 6,198 ______Mortality follows the standard table known as S1PA, using 120 % (2016 - 120%) of the base table with mortality projections with a long-term rate of improvement of 1.5% (2016 - 1.5%).

Description of adjustments made to measure defined benefit scheme obligations: Assuming retirement at age 65, the life expectancy in years are as follows:

2017 2016 2017 2016 £’000 £’000 For a male aged 65 now 21.1 21.0 At 1 January 5,904 4,966 At 65 for a male member aged 45 now 23.2 23.1 Current service cost 22 15 For a female aged 65 now 23.2 23.0 Interest on obligation 150 189 At 65 for a female member aged 45 now 25.4 25.3 Actuarial losses 155 998 Benefits paid (267) (264) ______At 31 December 5,964 5,904 ______

48 49 The Whiteley Homes Trust The Whiteley Homes Trust Notes forming part of the Consolidated Financial statements Notes forming part of the Consolidated Financial statements for the year ended 31 December 2017 for the year ended 31 December 2017

The following components of the pension charge have been recognised in the statement of financial activities for the Charity Charity year ended 31 December 2017: 2017 2016 £ £ 2017 2017 2016 2016 £’000 £’000 £’000 £’000 Net income/(expenditure) for the year (as per the Statement of financial activities) 104,897 2,805,905 Adjustment for pension funding (260,000) (258,000) Current service cost and net service cost 22 15 Dividends, interest and other investment income (144,073) (215,081) Interest on obligation 150 189 Depreciation 1,360,773 1,379,478 Interest on scheme assets (161) (201) ______(Increase)/decrease in stocks 9,316 9,373 (Increase)/decrease in debtors (1,854,416) (506,198) Net finance income (11) (12) ______Increase/(decrease) in creditors 327,294 48,348 Total operating charge 11 3 Profit on disposal of fixed assets 5,880 (9,000) ______Deduct gains/add back losses on investments (326,869) (609,223) ______The actual return on assets during the year was £324,000 (2016 - £1,044,000). Net cash inflow from operating activities (777,198) 2,645,602 ______2017 2016 £’000 £’000 Analysis of the actuarial (losses)/gains recognised in SOFA: For the year ended 31 December 2017 £271,000 (2016 - £261,000) cash contributions have been made to the defined benefit pension scheme. The associated statement of financial activities charge comprises £11,000 (2016 - £3,000) Asset return less interest income recognised in statement of financial activities 163 843 expenditure on defined benefit pension costs under charitable activities. The trust has contributed £260,000 over and Experience (losses)/gains on benefit obligation 3 (40) above the required statement of financial activity charge (2016 - £258,000). Effect of assumptions changes on benefit obligation (158) (958) ______8 (155) 20 Related party transactions ______Whiteley Homes Trust has three subsidiaries. The Whiteley Village Development Company which is dormant, Whiteley Village Services Limited, and Whiteley Homes Property CIC both of which are trading. 19 Reconciliation of net income/(expenditure) to net cash flow from operating activities and analysis of cash and cash equivalents During the year Whiteley Home Trust paid Katherine Sargent £66,960 as a consultant (2016 – £42,050). During the year Whiteley Village Services Limited made a gift aid donation to Whiteley Homes Trust of £Nil Group Group (2016 - £259,733). The company also paid the Trust for management charges of £343,143 (2016 - £433,357). At 31 2017 2016

£ £ December 2017, the company were owed £271,528 (2016 - £Nil) by the Trust. Net income/(expenditure) for the year (as per the Statement of financial activities) 208,994 2,805,905 During the year trustees made donations (including gift aid recoveries) to the charity totalling £11,200 (2016 -£2,170). Adjustment for pension funding (260,000) (258,000) There were no further related party transactions. Dividends, interest and other investment income (144,072) (207,427) Depreciation 1,360,773 1,379,478 (Increase)/decrease in stocks 9,316 9,373 (Increase)/decrease in debtors 937,463 (506,198) 21 Related party transactions Increase/(decrease) in creditors 301,802 48,348 There are no significant post balance sheet events. Profit on disposal of fixed assets 5,880 (9,000) Deduct gains/add back losses on investments (326,869) (609,223) ______Net cash inflow from operating activities 2,093,287 2,653,256 ______50 51 The Whiteley Homes Trust Whiteley Village, Walton-on-Thames, Surrey, KT12 4EH T: 01932 842360 E: General [email protected] The Whiteley Homes Trust is a registered charity, number 1103056. Company Number 4957706

The Whiteley Homes Trust 52 Whiteley Village