Siobhan Holmes

Siobhan enjoys advising clients technical matters and sector specific updates. Not only does she speak at events and provide training on issues such as charity accounting and the governance code, she is actively involved in producing and delivering our Quarterly Charity Updates and NFP eNews.

Siobhan joined haysmacintyre in 2011 as a trainee after graduating from UCL.

Outside of haysmacintyre Siobhan is a trustee of a local care charity, which has given her a greater understanding of the challenges her clients face.

In her spare time she enjoys spending time with her friends and family, especially her ever growing little boy.

Jane Askew

Jane builds collaborative relationships with her clients and invests time in understanding their activities and mission. In addition to providing her clients with financial reporting and accounting guidance, Jane advises her clients on management reporting, governance, risk management and structure. She has spoken at haysmacintyre seminars and external events and has written articles for the sector press. Jane is part of haysmacintyre’s technical and training team and is responsible for designing and delivering regular training courses for our audit staff.

Jane joined haysmacintyre as a graduate trainee in the audit department in 2008 and has specialised in the not for profit sector since qualifying in 2011.

Beyond haysmacintyre, Jane is a trustee and the treasurer for her local choral society, which has given her a greater understanding of the challenges her clients face.

In her spare time, Jane enjoys the theatre and museums, as well as singing, skiing and sailing.

Steve Harper

Steve enjoys building long lasting relationships with his clients and acting as a trusted advisor year round. In addition to statutory audit, Steve leads grant funder audits, due diligence assignments and other one off pieces of work. He is a regular speaker at our internal events and at external events. Steve is also the editor of haysmacintyre’s international charity benchmarking report.

Prior to joining haysmacintyre in 2016, Steve was a key member of the not for profit team at a top 10 audit firm.

Away from haysmacintyre, Steve is trustee and treasurer of an international disaster mapping charity and a global network organisation which works to make the voices of street children heard. This provides him with a wider perspective and empathy for the challenges faced by his client.

In his spare time, Steve enjoys travelling and watching Leicester City Football Club.

Lee Stokes

His portfolio consists of care charities, independent schools and a range of other charitable organisations. Lee leads financial system and internal control reviews, financial due diligence, as well as best practice and governance matters with a variety of charities. As a regular speaker at sector events, Lee also leads many of our popular trustee training sessions annually. Some of his specialist topics include accounting and reporting, fraud and financial governance.

Having previously worked at other top 25 accountancy firms, Lee brings a diverse range of experience and technical knowledge to the firm, and regularly provides support on complex audit and accounting issues as a member of our Audit Training Team.

Outside of work, Lee is a keen sports fan who supports Liverpool FC and Harlequins FC, and manages his son’s football team.

Kathryn Burton

Kathryn enjoys advising clients on diverse and challenging matters which extend beyond the audit, such as strategic opportunities and challenges in the sector, impact report and aligning reserves policies to strategy and commitments.

Kathryn joined haysmacintyre in 2000 as a graduate trainee.

Beyond haysmacintyre, Kathryn is a trustee for a multi academy trust and also chairs their finance, audit and risk committee, which helps her see issues from a client’s perspective.

In her spare time, Kathryn enjoys spending time with her family and two dogs, going on walks and bike rides.

An introduction to the new prudential regime

We are pleased to share the recording of our webinar, held with Duff & Phelps, which provided an introduction for current Exempt CAD investment firms to the new prudential regime coming into effect in January 2022. The webinar covered a variety of topics including:

  • The application of MIFIDPRU
  • Own Funds and Own Funds Requirements
  • Public disclosure
  • Supervisory reporting
  • Risk Governance
  • Prudential Consolidation and the Group Capital Test
  • SYSC 19[?]’s Remuneration Code

Thank you to everyone who attended the webinar and to Andrew Lowin, Technical Director at Duff & Phelps, for sharing his insightful views.
To view the recording click here.

Download the slides below.

Governance during the pandemic

Trustee responsibilities

Trustees’ responsibilities remain the same – they are legally responsible for the charity and its governance during this time. The Charity Commission recognises these are challenging times and have issued guidance on sector specific issues faced by charities. The new guidance can be found here.

Meetings

Whilst the government has advised that Charities can hold Trustee meetings of more than six people where necessary, many will want to avoid in-person meetings to comply with the guidance on social distancing. We have all spent more time in virtual meetings than we could have ever imagined with many of us feeling more comfortable with the likes of Zoom and Microsoft Teams as opposed to face-to-face conversation.

The Charity Commission’s ‘Charities and Meetings CC48 Guidance’ sets out the rules for remote meetings and states that Trustees may choose to conduct meetings via electronic means unless their governing document specifically prohibits it. In the context of virtual meetings, Trustees should be able to both ‘see and hear’ each other for them to be valid. It is also important to remember that practices such as taking minutes and declaring conflicts of interest should continue as normal and Trustees should continue to document the basis for any decision.

Where virtual or other types of meetings are not possible, Trustees may consider cancelling and/ or postponing critical meetings. However, before considering this, it is best practise to ensure you review your governing document to so you do not miss key deadlines.The Commission has not issued specific guidance on the issue of postponing meetings, but has indicated that “it will take a pragmatic and proportionate response” if Trustees can demonstrate they are acting in good faith.

Now, perhaps more than ever, support from the Board of Trustees is essential to support charities’ senior leadership teams and the fast-paced changes they are faced with.

CC48 guidance can be found here.

Remote working procedures and controls

COVID-19 has forced charities into remote working, causing a full implementation of flexible working across all operations including support areas such as the finance department. It has been a test for many and brought disaster recovery and business continuity plans to the forefront. As a result, financial and HR controls should also be considered as a priority.

Maintaining your control environment across the entire business at all times is important and reviews should be carried out regularly, especially as internal processes may have changed during remote working. Changes should be documented, reviewed and approved – even if they are only short-term solutions.

The importance of this is highlighted by the increase in attempted fraudulent activity since the pandemic started. Much has been written about the most common frauds and remaining vigilant, particularly with unusual requests for making payments, or changes to supplier bank account details. Fraudsters are quick to adapt, and more recently attempts have extended to falsifying changes to employee bank account details, resulting in the diversion of salary payments.

Whatever the changes remote working has presented, from safeguarding to changing financial controls, all new procedures and policies should be reviewed by the Trustees as it is their legal responsibility to manage risks and implement relevant controls.

Serious incident reporting

The Charity Commission have published guidance on reporting serious incidents relating to any challenges caused by the pandemic. Charities should continue to report serious incidents as soon as possible and this includes any and all incidents relating to COVID-19. The Charity Commission’s usual guidance requires a charity to report financial losses which do not involve a crime where the losses exceed £25,000 or 5% of the charity’s income. However, this threshold has been waived for losses occurring due to COVID-19.

The Commission has stated that Trustees should “focus on the significance of the impact of any losses rather than the amount”.

To support Trustees in deciding whether an incident is serious, the revised guidance provides a number of examples which emphasise the importance of considering the impact on the charity. For example, the guidance states that a charity should not report a single instance of COVID-19 within the organisation. However, if there is an outbreak of COVID-19, resulting in an interruption in service delivery, then this would be reportable.

The guidance can be found here.

Brexit series: Round-up

 

Adjusting to the post-Brexit environment

Natasha Frangos, Head of Corporate, was joined by Jeremy Thomson-Cook, Chief Economist at Equals Group, to deliver first hand insight into all things Brexit. View the recording above (also here).

Post-Brexit trading for UK businesses

haysmacintyre’s VAT experts, Kamlesh Chauhan and Stephen Patey, teamed up with MSI Global Alliance members Cathal Cusack from Cusack Garvey and Peter Kranendonk from Ruitenburg Adviseurs & Accountants, to record two Q&A sessions on post-Brexit trading for both B2B and B2C UK businesses.
View the B2B recording here.
View the B2C recording here.

Immigration

Lizama Thahir, Senior Associate at Westkin Associates, presented at a live webinar which covered: general opportunities for businesses in Brexit, workplace visas for EU nationals and an overview of business immigration options post Brexit. View the recording here.

Related withholding tax changes

Mark Allwood, Tax Partner, and Sarah Wilson-Nolan, Senior Tax Manager, conduct a Q&A session on the related withholding tax changes caused by Brexit. View the recording here.

Post-Brexit employment tax issues

Nick Bustin, Employment Tax Director, and George Milmine, Senior Tax Manager, discuss the post-Brexit employment tax issues. The session focuses on two main topics: working from home/remote working and protocol for Social Security Coordination. View the recording here.

Financial reporting and audit implications

David Lineen, Audit Technical Director, presents on the financial reporting and audit implications of Brexit. The session focuses on key topics such as ‘front half’ disclosure, measurement of accounting balances and transactions, going concern and financial reporting. View the recording here.

haysmacintyre’s Schools Briefing – Spring 2021

When I wrote my editorial this time last year I commented that we now had some certainty following the decision to leave the EU — little did I know what was to come!

One of the few benefits of the pandemic has been the prioritisation and management of staff wellbeing. We start this briefing with our managing partner referring to some of our wellbeing initiatives at haysmacintyre that have also helped raised money for our charity partner, Central London Samaritans.

Siobhan Holmes outlines how Governors’ Reports can be used to highlight the impact of schools’ activities, not only on its beneficiaries and pupils, but also on its staff, the wider community, and the environment.

Most schools’ non-charitable trading activities suffered greatly last year, particularly due to the loss of lettings income over the summer. Louise Veragoo considers the Corporation Tax implications for the trading subsidiaries.

We also include articles from Jane Askew on the merits of having separate school foundations and from Andrew Roberts on three new auditing standards which will have a significant impact on this year’s audits.

As always, I hope you enjoy reading this publication and do let the article’s author, me, or your regular contact know if you have any questions concerning the matters discussed.

We are pleased to share with you that the latest version of the haysmacintyre Schools Briefing Spring 2021 is now available to download below.

Governance reviews: what, why, how?

What is a governance review?

A governance review can cover a number of different areas. It might look at the effectiveness of the board’s work, such as: meeting structure; documentation of key decisions; approach to recruitment of trustees or trustee induction and training; the constitution or size of the board, including skill requirements, election methods, diversity, sub-committee structures and terms of reference; or a very focused review of one of these areas.

The format of a governance review may also vary. For instance, the review may be part of a board meeting or away day, but more expansive reviews should be more formal and undertaken by a relevant professional. The board will need to decide which is more appropriate at any given time, considering the time and resources available.

Why complete a governance review?

A governance review is an opportunity to reflect on an organisation’s governance arrangements. As we reflect on what was one of the most extraordinary years in recent history, it is important to recognise not only the tough challenges faced worldwide by individuals and organisations, but also the mass scale versatility and impressive achievement demonstrated in response.

A few key reflections for membership organisations regarding governance arrangements: have they kept pace with the versatility and rapid change within the organisation? Are your current structures still fit for purpose? Do they allow the proactive decision making that the changing environment requires?

Other reasons to consider a review might be to update the governance arrangements to account for changes in the organisation’s size or as a useful means of ensuring the trustees/council keep up with latest best practice or changes in the law – if your organisation is a charity, then the latest guidance issued by the Charity Commission will be a good place to start.

Generally, it is good practice for boards/councils to carry out some form of governance review annually and in more detail with external assistance every three to five years, which ensures that all risk areas are regularly addressed.

How are governance reviews conducted? 

One of the most important things to establish is what you are trying to achieve from the review. Ensure you have an appropriate scope and that the key stakeholders understand the process.

The review, whether conducted by an internal party or third-party consultant, often begins with a survey of council/board members and is, in some circumstances, extended to the membership to understand any particular concerns.

The next step is to analyse the current governance structure and arrangements in the context of your strategic objectives and current situation. This may include benchmarking the size, composition, roles and responsibilities of the council/board, induction methods and eligibility criteria against similar organisations, or best practice. Other areas to review include codes of conduct, terms of reference, or board policies.

It is also important as a membership organisation to consider your members. Should the review include a formal consultation with members – for example, by holding interviews, focus group meetings, or through a questionnaire.

In addition, if the board is organising a large governance review, it could be sensible to establish a working group, consisting of a mix of council members and staff, and may also involve an outside advisor to provide expert input and assistance.

Another consideration is to use an existing set of good governance principles, such as the Charity Governance Code (the Code) to give the board a comparison or benchmark to work from, even if your organisation is not a charity. For example, a board discussion at an away day could be organised around the seven principles in the Code.

A good governance review should assist your organisation in achieving effective decision-making, ensuring that decisions are made and implemented appropriately, and most importantly, that you are effectively representing your members.

Following the review, the board must develop an action plan to implement any changes, and if they do not intend to action a recommendation, they must clearly document why they made that decision. A working group to plan and communicate with key stakeholders on the implementation of the recommendations may be necessary.

Conclusion

When was your last review? Is your governance fit for purpose?

We have spoken to many membership organisations that believe their boards have stepped up, having better attendance and more engagement with meetings being held remotely. In spite of this progress, regulators are still introducing new challenges. The Charity Commission’s investigation into the Royal National Institute of Blind People caused pause for thought for charities and non-charities alike. The findings clearly considered that the Code was not in fact gentle guidance, but regulation which should be followed by all large charitable organisations. Have you benchmarked yourself against the Code? With so many changes within the sector and individual strategies, perhaps 2021 is the year for a more robust governance review.

Any review is only as good as the actions taken to deal with the findings, ensuring that all stakeholders, including your membership, share the journey.

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