23
WWT Report and Financial Statements 2012/13
Governance and management
Constitution
WWT was set up under a memorandum of association,
which established the objects and powers of the
organisation, and is governed under its articles of
association.
The memorandum of association was last amended on
13 December 2007. The articles of association were
last amended on 21 October 2010. Both documents
can be obtained from the Company Secretary at WWT’s
registered office. The address can be found on page 56.
Council
The memorandum and articles of association stipulate
that Council members may each serve two three-year
terms in office. Under certain circumstances Council
Members may then serve a further term of up to three
one-year periods, where the Council considers that
continuity would be of particular benefit to the charity.
To ensure the Council is sufficiently skilled to carry out
its responsibilities it carries out skills analysis of existing
members before new ones are appointed. In addition
each new Council member receives a full induction
into the work and administration of the charity. Council
members receive regular updates on the work of WWT
and any training deemed necessary to enable members
to carry out fully their responsibilities.
All members of the Council are volunteers, give freely
of their time and have no beneficial interest in the
group or charity.
Guarantor Members guarantee to contribute an amount
not exceeding £1 to the assets of the charity in the event
of winding up. The total number of such guarantees at 31
March 2013 was 10 (2012: 10).
Responsibilities of Council
The Council of Trustees is responsible for setting WWT’s
strategic policies and objectives and for ensuring they
are fulfilled. Council members are WWT’s directors
for Companies Act purposes and must under United
Kingdom law prepare financial statements for each
financial year, which give a true and fair view of the state
of affairs of the group and charity and the incoming
resources and application of resources, including the
net income or expenditure, of the group for the year. In
preparing those financial statements, the Council is
required to:
•
select suitable accounting policies and then apply
them consistently
•
make judgements and estimates that are reasonable
and prudent
•
state whether applicable accounting standards and
statements of recommended practice have been
followed, subject to any material departures disclosed
and explained in the financial statements
•
prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the company will continue in operation.
The Council is responsible for ensuring that the group and
charity have appropriate systems of control, financial and
otherwise. They are also responsible for keeping proper
accounting records that disclose with reasonable accuracy
at any time the financial position of the group and
charity and that enable them to ensure that the financial
statements comply with the Companies Act 2006. In
addition they are responsible for safeguarding the assets
of the group and charity and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities and to provide reasonable assurance that:
•
the charity is operating efficiently and effectively
•
its assets are safeguarded against unauthorised use
or disposition
•
proper records are maintained and financial
information used within the charity or for publication
is reliable
•
the charity complies with relevant laws
and regulations.
Statement as to disclosure of
information to auditors
The Council members have taken all the necessary steps
to make themselves aware, as Trustees, of any relevant
audit information and to establish that the auditors are
aware of that information.
As far as the Council members are aware, there is no
relevant audit information of which the company’s auditors
are unaware.
Finance & General Purposes Committee
The Finance & General Purposes Committee assists the
Council with detailed scrutiny of WWT’s finances, reviews
the performance of the subsidiary companies and makes
recommendations to the Council on matters that include
the staff pension schemes, WWT’s investment policy,
WWT’s reserves policy and risk management. Chaired by
the Treasurer, this is a sub-committee of the Council.
As with the Council, members of the Finance &
General Purposes Committee are volunteers, give
freely of their time and have no beneficial interest
in the group or charity.
