Charity Financial Regulation Update 2013 and Pensions Review The Gathering

1. Charity Financial Regulation Update 2013 and Pensions Review The Gathering February 2013 Adrienne Airlie Martin Aitken & Co Glasgow

2. Agenda 2013 (1) • Accounting Standard Changes • FRS 100/101/102 • UK Government - BIS - Audit Exemptions • OSCR • Annual Review • Guidance issued • Current Issues • Scottish Government • The Charities Reorganisation (Scotland) Amendment Regulations 2012 • SCIOs • HMRC • Gift Aid • GASDS • Charities Online • Concessions • Trading

3. Agenda 2013 (2) HMRC - VAT • Partial exemption • Cost sharing exemption • Cultural exemption • Fundraising exemption • Listed Buildings • Charities in Challenging Times • Efficiencies /Governance/Trustees Duties • External Scrutiny • Added Value • 1. Internal controls & Governance • 2. Risk Management • 3. Succession Planning/ Board skills • 4. Reserves policy

4. Future of Financial Reporting in UK

5. Future of Financial Reporting in UK • FRS 100 – FRS 102 • FRS100 a proposed framework • All UK/Irish entities preparing T & F financial statements • Excludes where an entity is required/chooses : • EU-adopted IFRSs or • Financial Reporting Standard for Smaller Entities (‘FRSSE’). • FRS101 proposed reduced disclosure framework for • Qualifying entities. • E.g. your financial reporting is included in T & F consolidated financial publically available • FRS102 will replace current FRSs. • Contains the text of a comprehensive proposed accounting standard • Based upon the International Financial Reporting Standard for Small and Medium-sized Entities.

6. Future of Financial Reporting in UK • 250 pages in total compared to 2,500+ for UK GAAP. • A more succinct streamlined book with the benefit of simplification • Sorted by subject area which makes it easier to find the relevant requirements for a certain topic • Effectiveaccounting periods beginning 1 Jan 2015 • ASB issuing Feb/ March 2013 • FRS 100-102 applies to public benefit entities (PBE) not just to Coys • PBE Specific requirements within FRS 102 • A PBE is an entity whose primary objective is to provide goods or services • for the general public, community or social benefit • where any equity is provided with a view to supporting the entity’s primary objectives • rather than with a view to providing a financial return to equity providers, shareholders or members.

7. Future of the SORP • The three existing SORPS • charities, education and housing • to be updated to reflect the new proposals • Target date new charity SORP 1 January 2015 • Timescale dependent upon FRS100-102 agreement • SORP will be progressed once the new accounting framework is finalised

8. Audit Exemptions • UK Government • BIS Dept. for Business Innovation & Skills - Consultation • Reduce corporate compliance • Audit Exemptions - certain Subsidiaries • Subsidiary nor listed or a bank • Sub must be included in consolidated accounts of the parent and be compliant a/cs • Parent will guarantee all o/s liabilities of the sub at the B/sheet date until paid in full - Unlimited • Shareholders all agree with exemption being taken • Parent discloses that Sub is exempt from annual audit. • Guarantee, Consolidated Accounts and Shareholder agreement all lodged at Coys House • Audit Criteria • Changes for companies with accounting periods ending on or after 1st October 2012 to align with small company thresholds. • Companies now need to meet 2 out of the 3 to require a statutory audit • These do not affect charities which still need to comply with current criteria • Issues • Guarantee, common in charity subs, particularly trading subs • Level of audit work in the Group? Cost savings? • Subsidiary guarantees

9. OSCR

10. OSCR – Annual Review 2011 • Accounts compliance • 76% satisfactory • 17% qualified pass • 7% inadequate, re-submit accounts • Suitable IE/Audit report • 3 yrs failures still not rectified in yr 4 • Triggers > £25,000 Gross Income • 38% Possible failure to apply funds for charitable purpose • 28% Poor liquidity / low reserves/ viability issues • 17% Transactions with Trustees • Most prevalent issues re complaints ( 381 - 2011) • General Governance 21% • External Disputes 10% • Misrepresentation 10% • S23 Failure re info 5% • Int Embezzlement * 5% • Trustee duties 4% • Lack of public benefit 5% • Personal benefit 4% *Charity aware

11. OSCR – Other Assistance • Case studies • Charity trustees & personal liability • Private benefit • S23 Information request • Meeting the charity test • “ Protecting charitable status” issued Feb 2012 • Key learning's for Trustees Section 7 + Checklist • Good case studies • Main area for complaint is Governance • Effective Internal controls & accounting • 2011 “ Whose in Charge – Control & Independence in Scottish Charities”

12. OSCR “Audit” & Governing Documents • Constitution, Trust Deed, Memo & Articles • Reference to “audit” • Consider change to “the accounts should be subject to external scrutiny in line with the relevant requirements of legislation” * • Check permitted, funders, notify OSCR within 3 months. *OSCR reporter June 2012

13. OSCR – Equality Act 2010 • Impacts on all charities • Included on Risk Register • OSCR Guidance – “Quick Guide to Equality” • Employer > 25, Association > 25 members • Provision of services • Restriction of benefits – protected characteristic • EHRC guidance • Restriction of users – religions, schools etc. • Issues for Charities • Justification • Beneficial aims • Prevent / Compensate for a disadvantage • Proportionate

14. Scottish Government

15. Scottish Government – New legislation • The Charities Reorganisation( Scotland) Amendment Regulations 2012 • Amended the 2007 Regulations in respect of charity re-organisations for new thresholds, procedures etc as reflected in : • The Charities Restricted Funds Reorganisation( Scotland) Amendment Regulations 2012 • Effective 1/11/12 for Restricted Funds • Subject to Reorganisation Conditions • A. Some /all purposes of R Fund have • Been fulfilled/ provided for elsewhere • Can no longer be given effect to • Have ceased to be charitable purposes • No longer an effective method of using funds • B. The purposes of the R Fund provide a use for only part of its property

16. Reorganisation of Restricted Funds Regulations 2012 (cont.) • Reorganisation Outcomes • the resources of the restricted fund to be applied to better effect for charitable purposes consistently with the charity’s constitution’ • If the purpose of a restricted fund is no longer a suitable and effective method of using its property, then a reorganisation scheme could propose new purposes, as long as they are consistent with the charity’s constitution • Inability to access/ confirm with donor • 3 types of restricted fund Publication • Large, Property > £1 million Gross annual income > £100,000 OSCR + ADVERT • Small, Property < £1 million Gross annual income < £100,000 OSCR Only • Very small, no assets , Gross annual income < £1,000 None? • OSCR Guidance Oct 2012 , Application form & templates • Right of appeal

17. Scottish Government - The Charities Accounts (Scotland) Amendment Regulations 2010 • FY beginning 1/4/2011 • Reg1(2) Gross Income & liability definitions • Reg1(2) Expendable and permanent Endowments • New definition Gross income “incoming resources in all R & U/R but excluding the receipt of any donated asset in a permanent or expendable endowment fund “ • Old definition Gross income “total recorded income of the charity in all U/R & R funds but not including resources received as capital funds” • New definition Endowments funds consisting of property (which may be heritable or moveable) that has been gifted to the charity with specific conditions attached and which cannot be spent except in those circumstances specified • Recent OSCR rejections of accounts • Mergers/ acquisition/ transfer of assets

18. HMRC

19. HMRC – Gift Aid • Recap • Reclaim tax from HMRC on gross equivalent of donation • Only claimable on gifts of money from individuals, sole traders or partnerships • Donor must pay at least as much UK tax as amount being reclaimed from HMRC • Must keep a record evidencing donation is given under gift aid showing name, address and details of donation • Need to nominate an authorised official and register with HMRC to reclaim – use form R68 • Time limit of four years for making claim • Budget changes • Small donations scheme – GA on individual donations of up to £10 to a total of £5,000 without having to collect declarations • Gift Aid benefit limit increased from £500 to £2,500 • Online filing system from 2012/13 • All future repayments made by BACS • New Gift Aid Declaration form

20. Charities Online • Effective from 22/4/13 • Charities & CASC • Faster & more accurate claims • Online confirmation & unique ref no, tracking to bank • One amount per sponsored event < £500 • Gift aid donations aggregated indiv < £20 up to a total of £1000 per entry. • Detailed listings still accepted. • Options for claims • 1. Use an online form • < 1000 donor claims • 2. Claim through the database • > 1000 donor claims • Software compatibility • 3. Claim via a Paper Form • ChR1 • Scan • R68i Forms will be accepted until 30/9/13

21. The Small Charitable Donations Bill 2013 The Small Charitable Donations Bill was introduced to Parliament on 21 June. Gift Aid Small Donations Scheme (GASDS) and will be implemented from 6 April 2013. • Gift Aid Style Top Up payments • Charities have to be in GA scheme already • 3 yrs. min • Continued use of GA, fraud restriction • Draft Regulations • Penalties/ anti avoidance • Complex • Third Sector article 17/10/12 Further concession – April 13 – Gift Aid in Charity Shops, donors & donated goods. Single claim proceeds/ donations up to £100 if charity direct and £1000 if via a trading sub. Guidance to be issued.

22. HMRC - Gift Aid, Concessions • Benefit limits • 25% of donation up to £100 • £25 for donations between £100 & £1000 • 5% of donation above £1000 up to a maximum benefit of £2,500 • Split payments • Donor aware of value of benefit at time of donation • Quantifiable market value

23. HMRC - Gift Aid, Concessions • Example calculation • Dinner ticket costs £100, value of meal provided is £25. • Donor is advised at time of purchasing that value of meal is £25 and signs a form agreeing to donate proceeds under gift aid • Benefit is 25% of donation therefore whole amount is subject to gift aid (note that if meal cost £26 it would not be) • the charity claims back the basic rate tax of 20 per cent from HMRC on the donation. • So the charity is able to make a repayment claim of £25 (£100 divided by 4)

24. HMRC - Gift Aid, Concessions • Auction items • Item is commercially available • e.g. football top signed by player is not commercially available • Donor is aware of price when making a successful bid • Example in notes • VAT • Donation outside scope of VAT if no significant benefit • Split payments – may be a business supply for VAT purposes • Fundraising exemption applies to events/auctions

25. Gift Aid - Golf Day example

26. Trading

27. HMRC - Charity Trading & Tax • Incidental trading exemptions • £5,000 • < £25% of total income ( up to £50k max) • Set up a company to avoid tainted activities & tax arising • Transfer of profit by gift aid – accepted by HMRC • Payment within 9 months of year end • Segregates income streams although increases admin costs • Common misperception that Charities are ‘exempt’ from tax • Wrong! • Direct Taxes • Income Tax/Corporation Tax: Exemptions available • Indirect Taxes • VAT ‘Business Test’ – no ‘blanket’ exemption

28. Charities & Direct Tax • A number of exemptions are available : • Primary purpose • Profits from activities are used only for charitable purpose • Trade carried out by beneficiaries • i.e. Charity for disabled runs a café staffed by disabled individuals • This is a specific exemption in HMRC guidance see - http://www.hmrc.gov.uk/charities/tax/trading/basics.htm • Beneficiaries must do most of the work • Incidental trading profits • Maximum £50k turnover from trading activities • Profits used for charitable purpose

29. VAT

30. Charities & Indirect Tax -VAT • A charity can be carrying out a business activity even though it is for a charitable purpose • HMRC uses the business test • Is the activity carried a serious undertaking earnestly pursued? or function which is actively pursued with reasonable and recognisable continuity? • Does the activity have a certain measure of substance in terms of the quarterly or annual value of taxable supplies made? conducted in a regular manner and on sound and recognised business principles? • Is the activity predominately concerned with the making of taxable supplies for a consideration? Are the taxable supplies that are being made of a kind which, subject to differences of detail, are commonly made by those who seek to profit from them? • Precedents on “ business activity”. The case of CCE v Morrison's Academy Boarding House Association [1978] STC • VAT not linked to charity structure • VAT advantages very limited & complex

31. Charity Income - VAT

32. VAT liability – Partial Exemption Income/Activity of an entity Business Non – Business i.e. Grant funding Taxable includes, zero, standard, reduced rate Exempt i.e. Health & Welfare, Education, one off fundraising events, Lotteries

33. VAT recovery model Income/Activity of an entity Business Non – Business i.e. Grant funding Taxable Exempt Restricted Unrestricted Full or none None Partial Full

34. HMRC- Partial Exemption VAT issues • Taxable supplies, register - £77k • Non Business – prov of services at no charge • Outside the scope - grant income • Exempt – Fundraising • Direct Input VAT re a non business supply can never be reclaimed – no de minimus limit • Partial exemption • De minimus limit, Irrecoverable VAT – non Bus – Blocked • Other input VAT split - Exempt & Taxable, Annual Adjustment • Voluntary VAT registration – do the advantages re input VAT recovery outweigh the following ? 1. Admin Costs 2. VAT burden to customers / service users

35. Charity Income - VAT • Donations • Outside the scope if a genuine donation with nothing received (or benefit) in return • Grant funding • Outside the scope if charity provides nothing in return • Sale of donated goods • Normally SR ( but may be ZR, Exempt ) depends on goods • Admission fees • If free, outside the scope of VAT • Otherwise SR unless Cultural exemption applies

36. VAT – Cost Sharing Exemption • What is it? • Introduced by FA 2012 following extensive consultation process • A valuable means of reducing VAT costs in shared services • Mandatory provision of the VAT Directive since 1977 • Not previously introduced in UK owing to uncertainty as to how to give effect. • Back to Basics • Charge to tax occurs where • ‘any supply of goods or services made in the UK, • where it is a taxable supply made by a taxable person • in the course or furtherance of any business carried on by him • S 4 VAT Act 1994 • A supply is anything done for consideration.

37. CSG -Addressing the problem Cost sharing exemption exempts C’s supplies B • Likely beneficiaries: • Banks • Charities • Social Housing orgs • Health and welfare orgs • Financial Services • LAs • Educational Institutions • What if A and B are: • Charities? • Housing Assocs? • Educational establishments? • VAT recovery? C Services Services Recharges A

38. Cost Sharing Exemption • Must be an independent group of persons (CSG) supplying services to members • Members’ activities are exempt or non-business • Services supplied by the CSG must be ‘directly necessary’ for a member’s exempt or non-business activity • CSG only recovers from its members, a member’s individual shares of expenses incurred by the CSG in making exempt supplies • Should not give rise to distortion of competition.

39. The CSG • Can take any legal form • VAT registration • Supplies to non-members • VAT compliance responsibility of the CSG – knowledge of members’ activities! • Only services received from the CSG that can be ‘directly necessary ‘or ‘directly attributable’ to a member’s exempt/non-business supplies can be exempted • Where a member has some taxable activity shared overhead costs could not be exempted , subject to :- • CSGs option of the ‘85% test’.

40. The CSG - 85% test • The CSG’s supplies to a member can be exempted where that member’s non-taxable activities are 85% or more of total activities • 12 month ‘Look back’ and ‘Look forward’ test • Members should review PE calculations • Effective control/communications between the CSG and members is a must • Members failing test gives CSG a headache!

41. CSG Members • Must be at least 2 members • No upper limit • Must have made or have intention to make 5% exempt/non-business supplies • In this case CSG services are directly attributable to all exempt/ non bus supplies • It is the activities in which engaged and not registration status which determines eligibility • Member could be non VAT registered in the scheme • Just gaining the cost saving advantage rather than the VAT advantage. • Member is exempt or outside the scope.

42. CSG - How it might look Member A Member B Member C Supplies between Members and CSG are exempt CSG Third party supplier Subject to normal VAT rules Subject to normal VAT rules Non CSG member

43. Cultural & Fundraising Exemptions

44. Charity Specific VAT Exemptions • Cultural exemption • Non-profit making organisation • Admission profits applied to continuance/improvement of facilities • Managed by volunteers with no direct/indirect financial interest • Fund raising exemption • Exemption covers ticket sales, admission, advertising space, merchandise, non-donated auction goods, bar/catering, sponsorship • There may still be zero-rated supplies – sales of programmes, children's clothes, auctions of donated goods • Relief available to Charity and trading subsidiary • Relief restricted to 15 events per year • A Charity can appoint an agent/promoter to organise the event and exemption will still apply.

45. 3rd party large fundraising events

46. Charity Specific VAT Treatment • Large fund raising events • London Marathon • Charity will normally pay for places in the event and offer to individuals • Monies raised will be classed as donations so long as individuals do not receive any benefits. • Not classed as benefits: • Free T –shirt • Running advice • Pre/Post-event meetings/refreshments • Classed as benefits • Free travel/accommodation • Bikes/watches

47. Charity Specific VAT Treatment • Large fund raising events (cont’d) • Charities may stipulate a minimum sponsorship figure • This is an entry fee and is SR • Excess over this is a donation and outside the scope • Gift Aid applies subject to usual gift aid declaration • Some input VAT can be recovered where the Charity makes taxable supplies • Charity incurs VAT on a bike awarded to an individual • A taxable supply. • Recover VAT incurred on the bike. • Minimum sponsorship amount , attributable input VAT could be recovered.

48. Listed Buildings

49. Listed Buildings & Approved Alterations • Changes take place from 1 October 2012 • Affects owners and developers of listed buildings • Building materials and construction services supplied in the course of “approved alteration” to a listed building will be standard rated • Where the building is sold or subject to a long lease, only buildings reconstructed from shell continue to benefit from the zero-rate • Developers VAT recovery reduces • Building owners costs go up by 20%. • Some good news – increased grant funding for listed places of worship • Another solution: • Alteration may qualify for reduced rate • Many contractors are of the opinion that owners will resort of un-registered cowboy builders • Substandard alterations and a loss to the Revenue

50. Challenging times