2020 Directors' Report - JOHNSON & JOHNSON FOUNDATION SCOTLAND
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Directors’ Report and Financial Statements Johnson & Johnson Foundation Scotland (Formerly Johnson & Johnson Corporate Citizenship Trust) Directors’ Report (including the Directors’ Strategic Report) For the year ended 31 December 2020 2020 List of Directors Contents Directors Company Secretary Banker Alissa Hsu Lynch (resigned 20 March 2020) Gillespie MacAndrew Royal Bank of Scotland 5 Objectives and Activities 9 Structure, Governance and Management An Claes (appointed 16 February 2021) Secretaries Ltd 36 St. Andrews Square Mission Governing Document Angelika Elser 5 Atholl Crescent Edinburgh EH2 27B About Us Relationship to Johnson & Johnson Family of Companies Carol Ella Leland (appointed 22 June 2020) Edinburgh EH3 8EJ United Kingdom Strategic Framework Recruitment and Appointment of Directors Demet Gurunlu Russ (resigned 16 February 2021) United Kingdom Frank Welvaert Alignment with the Johnson & Johnson Global Community Organization and Decision Making Solicitor Frederik Richard Van Batenburg (appointed 23 July 2020) Impact Strategy Program Operations Committee Registered Office Gillespie MacAndrew LLP Hani Souheill Abouhalka Grant Making Policy Finance Advisory Committee 5 Atholl Crescent 5 Atholl Crescent Inder Sheel Kumar Khosla (resigned 4 November 2020) Impact Investment Policy Edinburgh EH3 8EJ Edinburgh EH3 8EJ Impact Advisory Committee Jaak Peeters (resigned 20 March 2020) United Kingdom United Kingdom Risk Management and Assessment Jessica Lindsay Moore (appointed 23 November 2020) 6 Strategic Report Kris Emiel Sterkens (Chair) Achievements and Performance 10 Directors’ Responsibilities Luis Diaz-Rubio Auditor Company Number: SC327028 7 2020 Significant Areas of Activity 10 Independent Auditor’s Report Mireille Maes (appointed 4 January 2021) Azets Audit Services Neil Wood Exchange Place 3 to the Members and Directors Charity Number: 8 Financial Review Patrick Smallcombe (resigned 31 December 2020) Semple Street SC017977 Results for the Period 13 Statement of Financial Activities Paula Patino Conde Edinburgh EH3 8BL Principal Funding Sources Wim Bossens (resigned 18 September 2020) United Kingdom 14 Balance Sheet Zeger Vercouteren Investment Policy 15 Statement of Cash Flows Reserves Policy Executive Director* Plans for the Future 16 Notes to Financial Statements Ben Davies * Executive Director is a job title and not a director for Companies Act 2006 purposes. Front Cover Photo credit: UNICEF 2 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 3
We support and champion the people on the front lines who are at the heart of delivering care. Objectives and Activities Mission About Us Strategic Framework The mission of the Johnson & Johnson The Foundation, formerly known Our Strategic Framework guides the Foundation Scotland – “The Foundation”– as Johnson & Johnson Corporate future direction of the Foundation. It is to make sustainable, long-term Citizenship Trust, is responsible for is based on three strategic focus areas differences in human health. It does this managing Johnson & Johnson’s Global which are all closely interconnected and by investing in strategic partnerships and Community Impact programs and build-on and amplify the impact and innovative solutions that add value to initiatives across Europe, the Middle reach generated by each: society and impact people’s lives. East and Africa (EMEA). The Foundation 1. Partnerships: Empowering was founded in 2007 and is a registered strategic and innovative charity and a company limited by partnerships across EMEA guarantee. It is an independent 2. People: Connecting people organization that reflects the Johnson and creating networks to share & Johnson’s Family of Companies’ knowledge and skills commitment to improve the quality of life of the communities that its 3. Impact Investment: Addressing employees live and work in. social issues in a sustainable way The Foundation is funded by the Johnson through impact investment. & Johnson Family of Companies through Johnson & Johnson Global Community Impact and Johnson & Johnson Operating Companies in EMEA and our work guided by the Johnson & Johnson Centre for Health Worker Innovation. 4 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 5
2020 Significant Areas of Activity Alignment with the Johnson Impact Investment Policy JJIV is building a global portfolio of innovative social enterprises and start- • Aga Khan Development Network • UNICEF – The Foundation supported • Secondment Program – Launched & Johnson Global Community Our impact investing mission is to ups, focusing on addressing the needs of (AKDN) – The Foundation has a efforts to build the capacity of health in 2014, the Secondment Program Impact Strategy demonstrate that health & wellness long-term partnership with the workers by strengthening primary provides Johnson & Johnson low-income populations. The Foundation’s Strategic Framework investing in low-resource settings can A section of our investments to date AKDN working together on a care health services to provide employees with the unique is fully aligned with the Johnson & generate sustainable social impact with include: number of innovative programs quality and accessible maternal, new- opportunity to give back to society Johnson Global Community Impact financial returns. All impact investments and initiatives in Asia and Africa born, child and adolescent health by sharing their business skills Strategy “to support and champion are aligned with the Johnson & Johnson • Jacaranda Maternity, a maternity aimed at supporting frontline health and nutrition services for the most and knowledge with our NGO the people on the front lines who are Global Community Impact Strategy hospital focused on providing workers and improving access to vulnerable communities in Lebanon. partner organizations in long-term at the heart of delivering care.” These and focus on health and wellness affordable, patient-centered care quality healthcare. This includes The Foundation also supported the assignments (up to six months). primarily include nurses, midwives and based social enterprises with a broad to urban mothers in Kenya. creating a nursing and midwifery procurement of protective equipment geographical spread. • One Young World (OYW) – Johnson community health workers working at • Flare, a Kenya-based emergency platform in Kenya to strengthen for healthcare professionals and In 2015 an impact investment effort was & Johnson has partnered with OYW, the intersection between community response technology platform, and professionalize these cadres in experts in the field within UNICEF’s launched to focus on a limited number of an NGO which connects the world’s health and the primary health system that connects the largest network East Africa, COVID-19 response in COVID-19 emergency programming investment opportunities over a 5-7year most impactful young leaders to in reaching vulnerable populations of first responders and has Pakistan, and psychosocial well-being in Croatia and also supported quality time horizon, to demonstrate that health & create a better world, since 2013. and contributing to the Sustainable reduced emergency response time and resiliency of frontline health and continuity of healthcare services wellness investing in low-resource settings OYW leaders (aged 18-30) from development Goal of Health for All from an average of 162 minutes to workers in the context of COVID-19 for the most effected population by could deliver sustainable impact and a across the globe have participated (Universal Health Coverage). 20 minutes. and beyond. COVID-19 pandemic in Serbia. financial return. in providing a unique opportunity Grant Making Policy • WaterEquity, a fund that invests in • International Federation of Red Cross • World Continuing Education Alliance to debate and formulate innovative In 2019, the initiative formally launched as social enterprises and microfinance and Red Crescent Societies – The – The lack of standard COVID-19 solutions to some of the world’s most The Board of Directors has developed Johnson & Johnson Impact Ventures (JJIV), institutions that deliver access Foundation supported emergency procedures and guidelines for nurses pressing health issues. a Grant Making Policy to ensure that targeting innovations including digital to clean water to homes and response programs across Europe at the community level early in the grant making decisions are made health platforms and artificial intelligence communities across Southeast and the Middle East, including Italy, pandemic led to a project with the effectively and transparently. Given the technologies to support the access and Asia and is expected to provide 4.5 Spain, France and the UK, as well as World Continuing Education Alliance geographical spread of the Foundation, delivery of quality and affordable care. JJIV million people with water access in in India, Indonesia, the Philippines, which has contributed to the training consideration and thought is given to has committed $7 million to seven impact seven years. Brazil, Colombia and other countries. of 285,000 nurses to date and the the individual needs and challenges investments in Kenya, the UK and South The response included medical care, completion of 2.2 million continued of each country. To this end, the East Asia that have been 70% executed. $1 • mClinica, the first digital and a multitude of interventions at the education certifications across Sub- Foundation supports both cross-border million dollars was granted in seed funding pharmacy platform in Southeast community level such as communication Saharan Africa. The program has programs and initiatives and national for impact investments. Asia, developing a network that of risks, hygiene promotion, livelihoods the potential to reach up to 650,000 programs and initiatives. During the year, the Foundation Board connects over 180,000 pharmacy and food security, emergency medical nurses and midwives. Every approved national and cross- of Directors delegated authority to its professionals transportation and care, and creating border grant requires approval against Investment Committee to make appropriate isolation spaces for suspected patients strategic priorities and health care innovative finance and impact investment among others. compliance. Each program supported decisions on its behalf following a rigorous by the Foundation has a dedicated due diligence process. Post investment Project Leader, Health Care Business we are developing a coherent portfolio Integrity Officer and Grant Coordinator, management strategy to ensure these all of whom have a role in the grant investments achieve both social impact and application process. The Board of meet our financial requirements. Directors gives final approval. Strategic Report Achievements and Performance Our 2020 grant making activities were guided by the Johnson & Johnson Global Community Impact strategy, which is to support and champion people on the front lines of care. As the COVID-19 crisis unfolded, the Foundation remained steadfast in prioritizing the needs of frontline health workers and the new realities on the ground facing our partners. In 2020, the Foundation engaged with 70 partners in 54 countries delivering over £15.5 million to programs within the EMEA region.1 1. These numbers include donor advised funding partnerships. 6 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 7
Financial Review Structure, Governance and Management Results for the Period Restricted Funds We do not see any significant impacts Governing Document Upon appointment, new Directors are its recommendations. The Committee is These are restricted funds that are for the Foundation as it relates to provided with training and information on made up of senior finance executives of the The Statement of Financial Activities The Foundation is governed by its earmarked by the donors to be used for our operations in 2021. The donation their role and responsibilities, the mission of Johnson & Johnson Family of Companies. is reported on page 13 of the accounts. Memorandum and Articles of Association. particular projects. They are accounted from Johnson & Johnson to fund our the Foundation, and the Global Community The Foundation incurred net income of The liability of the members of the charity Impact Advisory Committee for as part of the charity’s restricted budgeted programs for the coming year Impact Strategy to which the Foundation £9.2m (2019: £15.4m, net income) as a is limited and every member undertakes funds. Please refer to page 21 for a list of is committed and our operating costs, adheres. They are also invited to meet and The Impact Advisory Committee was result of increased grant awards towards to contribute such amount as may be restricted funds. as usual, will be covered by the J&J discuss their role, responsibilities and areas created in 2015. The role of the Impact the end of the year. required (not exceeding £1) in the event of Corporate Global Community Impact of interest with the Executive Director of Advisory Committee is to provide The financial position at 31 December Investment Policy the charity winding up. team. As to be expected, with the the Foundation. expert counsel on strategic investment 2020 was £57.5m of net assets (2019: The Directors have full power of restrictions that are in place globally, Relationship to Johnson & Directors who formally and contractually decisions, assess and select for £48.4m) which primarily consisted of investment. In 2020, the Investment recommendation to the Board, build cash deposits of £6.4m (2019: £34.5m), is likely to have a slowdown effect on Johnson Family of Companies leave the Johnson & Johnson Family of Committee established two low risk a number of our programs but we will Companies must tender their resignation to and prioritize the Johnson & Johnson money market funds of £48.8m (2019: The Foundation is funded by the Johnson money-market fund accounts following endeavour to keep moving forward in the Board. Global Community Impact Strategy, £nil) and the impact investments of & Johnson Family of Companies as part the guidance of the established close partnership with our partners and and support the Foundation on the £3.4m (2019: £3m). of its commitment to Johnson & Johnson The Directors are the decision-making body investment policy. will remain agile yet focused. implementation of its recommendations. Global Community Impact in the EMEA on the Foundation commitments and do Principal Funding Sources Looking ahead, the Foundation will The Committee is made up of senior Reserves Policy region. The Johnson & Johnson Family of not receive any remuneration for this. internal and external experts from the The Foundation’s activities are funded continue to deliver against its strategic Companies’ commitment to the Foundation The Foundation’s reserves policy is set Organization and Decision field of impact investment. through donations from the Johnson & framework, guided by the Johnson extends to the provision of office space, to a level of spending intended to deliver Johnson Family of Companies. & Johnson Centre for Health Worker facilities and the release of its employees Making Risk Management and our charitable mission today and to meet Innovation , and closely focused to sit on local, informal committees that Within the portfolio of the Foundation, our commitments to our partners in the The Board of Directors meets biannually Assessment on partnerships, people and scaled provide advice to the Foundation. and presides over the strategic direction various types of funds have been created future; unrestricted funds are maintained A risk matrix is reviewed on an annual basis investment, aligned with the Johnson of the charity, having responsibility and to effectively manage donations. These at the value of approximately four In 2010, the Foundation signed a trademark ensuring the Directors have considered the & Johnson Global Community Impact control of its affairs and activities. are endowment funds, designated funds months of on-going activities. licensing agreement with the Johnson & major risks faced by the Foundation and Strategy which focuses on supporting and restricted funds. Total funds held at 31 December 2020 Johnson Family of Companies for the use of The day-to-day running of the to ensure the necessary steps are taken to those on the frontlines of health care, Endowment Funds were £57.5m (2019: £48.4m), of which the Johnson & Johnson name and logo. Foundation is delegated to the Executive mitigate against the risks. particularly Nurses, Midwives and These are restricted investment funds £23k (2019: £23k) were restricted As of the 31st of December 2020, all Director, an employee of the Johnson & Community Health Workers. One of the risks which has been identified donated to the Foundation with the for specific purposes by the donor, Directors are employees of the Johnson & Johnson Family of Companies whom is Continued efforts will be made to by the Directors relates to the appropriate intention to produce income. While £nil (2019: £103k) were endowment Johnson Family of Companies. not remunerated by the Foundation. strengthen primary care systems and use of funds. The Foundation regularly withdrawals from the principal amount funds, £46.2m (2019: £29.2m) were reviews its grant making policy and controls the health workers operating there with Recruitment and Appointment Program Operations Committee may only be used for purposes of the designated, and a further £3.4m (2019: to monitor this risk and to ensure funds are a primary focus on; nurses, midwives, of Directors Whilst overall management of the Foundation upon the donors’ decision, £3m) were held within programme spent according to highest standards of community health workers and others Foundation is decided by collective any investment income generated from related investments. The remaining free The Foundation is managed by a diligence and transparency. An example who are at the very foundation of any decision of the Board, much of the the endowment can be spent for the reserves at 31 December 2020 were Foundation Board of Directors consisting of one of the controls in place is the health care system. Investments will be Foundation’s functioning is undertaken Foundation’s ongoing operations or other £7.9m (2019: £16 m). of senior Johnson & Johnson leaders contractual “right to audit” clause allowing made to support formal and informal by the Program Operations Committee specific purposes. As of the close of across the Pharmaceutical, Consumer, the Foundation to ensure that funding was 2020, the Foundation does not have any Plans for the Future care structures to ensure there is a Medical Devices and Global Supply Chain (Foundation staff). The Committee is made workforce ready and able to respond to used for the intended purposes. active endowment funds. As the COVID-19 pandemic evolves, organization in the EMEA region. The up of employees of the Johnson & Johnson the benefit of vulnerable populations Family of Companies. The activities of the Another risk identified relates to the Designated Funds the management team will continue to Directors are responsible for managing the who do not otherwise have access to Program Operations Committee during ability of the Foundation to fulfil its These are unrestricted funds that explore how the Foundation can help affairs of the Foundation and ensuring that quality basic health services. As we 2020 were aligned to the Foundation multi-year grant making commitments are earmarked by the directors to be meet the critical needs of organizations it delivers on its mandate of public benefit. have seen many health systems struggle strategy and in reflection of the Johnson without a guaranteed annual corporate used for particular purposes in the supporting front line healthcare workers The Foundation has the capacity to due to the impact of the Covid-19 & Johnson Global Community Impact grant making income. The resources future. They are still accounted for and communities affected by Covid-19. appoint 15 Directors to its Board. pandemic, we will also conduct an organisational structure. that have come into the Foundation and as part of the charity’s unrestricted This may result in decisions that could Nominations for new appointees are inquiry with experts to assess how the the reserves set aside however provide funds, as the directors have the power divert some of our uncommitted Foundation can take on board learnings, made to and approved by the Board. Finance Advisory Committee a sufficient buffer to meet current to re-designate these funds to other funds towards further supporting an The aspiration is to build a balanced and assess the impact of its programs and The Finance Advisory Committee was and future intended expenditure. The purposes. Please refer to page 21 for a emergency response as the situation diverse board. Therefore, the following inform its forward looking strategy in created in January 2014. The role of the Directors are of the opinion that the list of designated funds. evolves quickly. factors are taken into consideration when strengthening health systems. Finance Advisory Committee is to provide Foundation can continue to meet its recruiting new Board members: an interest expert counsel to the Board on strategic obligations as they fall due for the in the health and societal challenges of finance decisions, build and prioritize the foreseeable future. As a consequence the EMEA region, relevant business track 2015 - 2020 Finance Strategy, and support they have prepared the financial record, cultural background and gender. the Foundation on the implementation of statements on the going concern basis. 8 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 9
Directors’ Responsibilities In our opinion, the financial statements: • give a true and fair view of the state of Other information The other information comprises the We have nothing to report in respect of the following matters in relation to which the charitable company’s affairs as at 31 information included in the annual report, the Companies Act 2006 and the Charities December 2020 and of its income and other than the financial statements and Accounts (Scotland) Regulations 2006 (as The directors (who are also the trustees • State whether applicable UK Disclosure of information to auditor our auditor’s report thereon. The directors amended) require us to report to you if, in expenditure for the year then ended; of the Foundation for the purpose Accounting Standards have been As far as each of the directors, at the are responsible for the other information our opinion: of charity law) are responsible for followed, subject to any material time the report is approved, are aware: • have been properly prepared in contained within the annual report. Our • adequate and proper accounting records preparing the Directors’ Report and departures disclosed and explained in accordance with United Kingdom • There is no relevant information of opinion on the financial statements does have not been kept, or returns adequate financial statements in accordance the financial statements; and Generally Accepted Accounting which the organisation’s auditor is not cover the other information and, except for our audit have not been received with applicable law and regulations. Practice; and • Prepare the financial statements on unaware, and to the extent otherwise explicitly stated in from branches not visited by us; or Company law requires the directors the going concern basis, unless it is • have been prepared in accordance our report, we do not express any form of • the directors have taken all steps • the financial statements are not in to prepare financial statements for inappropriate to presume that the with the requirements of the assurance conclusion thereon. needed to make themselves aware of agreement with the accounting records each financial year. Under this law, the company will continue in business. Companies Act 2006, the Charities any relevant audit information, and to Our responsibility is to read the other and returns; or directors have elected to prepare the and Trustee Investment (Scotland) Act The directors are responsible for keeping establish that the auditor is aware of information and, in doing so, consider financial statements in accordance with 2005 and regulation 8 of the Charities • certain disclosures of directors’ accounting records that are sufficient that information. whether the other information is materially United Kingdom Generally Accepted Accounts (Scotland) Regulations 2006 remuneration specified by law are not to show and explain the Foundation’s The Directors’ Report and Strategic inconsistent with the financial statements Accounting Practice (United Kingdom (as amended). made; or transactions and disclose, with Report is approved by the Directors or our knowledge obtained in the course Standards and applicable law). Under • we have not received all the information reasonable accuracy and at any time, the on 7 June 2021, and signed on their Basis for opinion of the audit, or otherwise appears to be company law the directors must not and explanations we require for our audit. financial position of the Foundation. The behalf by: We conducted our audit in accordance materially misstated. If we identify such approve the financial statements unless records must also enable the directors with International Standards on Auditing material inconsistencies or apparent Responsibilities of the directors they are satisfied that they give a true to ensure that the financial statements (UK) (ISAs (UK)) and applicable law. Our material misstatements, we are required As explained more fully in the directors’ and fair view of the state of affairs of comply with the Companies Act 2006, responsibilities under those standards to determine whether this gives rise to responsibilities statement set out on page the Foundation and of the income and the Charities and Trustee Investment are further described in the auditor’s a material misstatement in the financial 15, the directors (who are the directors expenditure of the Foundation for the (Scotland) Act 2005 and the Charity ………………………. responsibilities for the audit of the financial statements themselves. If, based on the for the purposes of company law and period. In preparing these financial Accounts (Scotland) Regulations 2006 statements section of our report. We are work we have performed, we conclude trustees for the purposes of charity law) statements, the directors are required to: Kris Emiel Sterkens (as amended). In addition, the directors independent of the charitable company in that there is a material misstatement of this are responsible for the preparation of • Select suitable accounting policies Chair, Johnson & Johnson Foundation are responsible for safeguarding the accordance with the ethical requirements other information, we are required to report the financial statements and for being and then apply them consistently; Scotland assets of the Foundation, and hence for that are relevant to our audit of the financial that fact. satisfied that they give a true and fair • Observe the methods and principles taking reasonable steps towards the statements in the United Kingdom, We have nothing to report in this regard. view, and for such internal control as the of the charities SORP; prevention and detection of fraud and including the Financial Reporting Council’s directors determine is necessary to enable other irregularities. Ethical Standard, and we have fulfilled Opinions on other matters prescribed by • Make judgments and accounting the preparation of financial statements our ethical responsibilities in accordance the Companies Act 2006 estimates that are reasonable and that are free from material misstatement, with these requirements. We believe that In our opinion, based on the work prudent; whether due to fraud or error. In preparing the audit evidence we have obtained is undertaken in the course of the audit: the financial statements, the directors are sufficient and appropriate to provide a basis • the information given in the Directors’ responsible for assessing the charitable for our audit opinion. incorporating the Strategic Report, company’s ability to continue as a going which includes the Directors’ Report concern, disclosing, as applicable, matters Conclusions relating to going concern and the Strategic Report prepared for related to going concern and using the In auditing the financial statements, we the purposes of company law, for the going concern basis of accounting unless have concluded that the directors’ use of Independent Auditor’s Report financial year for which the financial the directors either intend to liquidate the the going concern basis of accounting statements are prepared is consistent charitable company or to cease operations, in the preparation of the financial with the financial statements; and or have no realistic alternative but to do so. statements is appropriate. to the Members and Directors Based on the work we have performed, we have not identified any material • the Strategic Report and the Directors’ Report included within the Directors’ Auditor’s responsibilities for the audit of the financial statements incorporating the Strategic Report have uncertainties relating to events or Our objectives are to obtain reasonable been prepared in accordance with For the year ended 31 December 2020 conditions that, individually or collectively, applicable legal requirements assurance about whether the financial may cast significant doubt on the charitable statements as a whole are free from Opinion and Expenditure Account), the Balance law and United Kingdom Accounting company’s ability to continue as a going Matters on which we are required to material misstatement, whether due to We have audited the financial statements Sheet, the Statement of Cash Flows and Standards, including FRS 102 The concern for a period of at least twelve report by exception fraud or error, and to issue an Auditor’s of Johnson & Johnson Foundation the notes to the financial statements, Financial Reporting Standard applicable months from when the financial statements In the light of the knowledge and Report that includes our opinion. Scotland (the ‘charitable company’) for including a summary of significant in the UK and Republic of Ireland are authorised for issue. understanding of the charitable company Reasonable assurance is a high level the year ended 31 December 2020 which accounting policies. The financial (United Kingdom Generally Accepted Our responsibilities and the responsibilities and its environment obtained in the course of assurance, but is not a guarantee comprise the Statement of Financial reporting framework that has been Accounting Practice). of the directors with respect to going of the audit, we have not identified material that an audit conducted in accordance Activities (incorporating the Income applied in their preparation is applicable concern are described in the relevant misstatements in the Directors’ Report with ISAs (UK) will always detect a sections of this report. incorporating the Strategic Report. material misstatement when it exists. 10 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 11
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably We assessed the susceptibility of the charitable company’s financial statements to material misstatement, including other management and the inspection of regulatory and legal correspondence, if any. Statement of Financial Activities Material misstatements that arise due to be expected to influence the economic obtaining an understanding of how fraud fraud can be harder to detect than those Statement of Financial Activities (Incorporating the Income and Expenditure Account) decisions of users taken on the basis of might occur, by: that arise from error as they may involve these financial statements. • making enquiries of management as deliberate concealment or collusion. For the year ended 31 December 2020 Irregularities, including fraud, are instances to where they considered there was of non-compliance with laws and susceptibility to fraud, their knowledge A further description of our responsibilities regulations. We design procedures in line of actual, suspected and alleged fraud; for the audit of the financial statements NOTES ENDOWMENT RESTRICTED UNRESTRICTED TOTAL TOTAL with our responsibilities, outlined above, to and is located on the Financial Reporting 2020 2020 2020 2020 2019 detect material misstatements in respect Council’s website at: www.frc.org.uk/ • considering the internal controls in £ £ £ £ £ of irregularities, including fraud. The extent auditorsresponsibilities. This description place to mitigate risks of fraud and non- Income from endowments from: to which our procedures are capable of forms part of our Auditor’s Report. compliance with laws and regulations. Donations and legacies 4 - 193,483 27,721,177 27,914,660 26,696,849 detecting irregularities, including fraud is Use of this report detailed below. To address the risk of fraud through Investments - - 192,466 192,466 208,057 This report is made solely to the charitable management bias and override of controls, Other - - 21,001 21,001 37,376 Our approach to identifying and assessing company’s members, as a body, in we: the risks of material misstatement in accordance with Chapter 3 of Part 16 Total - 193,483 27,934,644 28,128,127 26,942,282 respect of irregularities, including fraud and • performed analytical procedures to of the Companies Act 2006 and to the non-compliance with laws and regulations, identify any unusual or unexpected charitable company’s directors as a body, Expenditure on: was as follows: relationships; in accordance with regulation 10 of the Charitable activities 5 - 193,483 18,213,128 18,406,611 10,747,724 • the engagement partner ensured that • tested journal entries to identify unusual Charities Accounts (Scotland) Regulations Exchange losses - - 555,552 555,552 833,267 the engagement team collectively transactions; 2006 (as amended). Total - 193,483 18,768,680 18,962,163 11,815,552 had the appropriate competence, • assessed whether judgements and Our audit work has been undertaken capabilities and skills to identify assumptions made in determining the so that we might state to the charitable Net income - - 9,165,964 9,165,964 15,361,291 or recognise non-compliance with accounting estimates set out in note 3 company’s members, as a body, and the were indicative of potential bias; and Transfers between funds 15 (102,629) - 102,629 - - applicable laws and regulations; charitable company’s directors, as a body, • investigated the rationale behind those matters we are required to state Net movement in funds (102,629) - 9,268,593 9,165,964 15,361,291 • we identified the laws and regulations applicable to the company through significant or unusual transactions. to them in an Auditor’s Report and for Reconciliation of funds: discussions with directors and no other purpose. To the fullest extent In response to the risk of irregularities and Total funds brought forward 15 102,629 22,729 48,248,132 48,373,490 33,012,199 other management, and from permitted by law, we do not accept or non-compliance with laws and regulations, our commercial knowledge and assume responsibility to anyone other than Total funds carried forward 15 - 22,729 57,516,725 57,539,454 48,373,490 we designed procedures which included, experience of the charity sector; the charitable company, the charitable but were not limited to: • we focused on specific laws and company’s members, as a body, and the • agreeing financial statement charitable company’s directors as a body, There are no recognised gains or losses other than those shown in the statement of financial activities above. regulations which we considered disclosures to underlying supporting for our audit work, for this report, or for the All the activities relate to continuing activities. may have a direct material effect documentation; opinions we have formed. The notes on pages 16 to 23 form part of these financial statements. on the financial statements or the operations of the company, including • reading the minutes of meetings of those the Companies Act 2006, data charged with governance; protection, anti-bribery, employment, • enquiring of management as to actual and health and safety legislation; and potential litigation and claims; and ………………………. • we assessed the extent of compliance • reviewing correspondence with HMRC, Michael Harkness with the laws and regulations relevant regulators, and the charitable Senior Statutory Auditor identified above through making company’s legal advisors. For and on behalf of enquiries of management and There are inherent limitations in our Azets Audit Services, Statutory Auditor inspecting legal correspondence; and audit procedures described above. The Eligible to act as an auditor in terms of • identified laws and regulations were more removed that laws and regulations Section 1212 of the Companies Act 2006 communicated within the audit team are from financial transactions, the less Exchange Place 3 regularly and the team remained likely it is that we would become aware Semple Street alert to instances of non-compliance of non-compliance. Auditing standards Edinburgh throughout the audit. also limit the audit procedures required EH3 8BL to identify non-compliance with laws and regulations to enquiry of the directors and Date: 7 June 2021 12 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 13
Balance Sheet Statement of Cash Flows As at 31 December 2020 For the year ended 31 December 2020 NOTES 2020 2019 NOTES 2020 2019 £ £ £ £ £ £ Fixed Assets Cash flows from operating activities: Investments 10 3,361,688 2,954,881 Net cash provided by operating activities 15 - 21,158,757 - 4,183,498 Current assets Cash flows from investing activities: Debtors 11 278,625 11,576,980 Interest Income 192,466 - 208,057 - Cash and cash equivalents 12 55,268,947 34,473,276 Net cash provided by investing activities - 192,466 - 208,057 55,547,572 46,050,256 Change in cash and cash equivalents in the year - 21,351,223 - 4,391,555 Creditors: amounts falling due within one year 13 (1,369,806) (631,647) Cash and cash equivalents at the beginning of the year - 34,473,276 - 27,013,054 Net current assets 54,177,766 45,418,609 Change in cash and cash equivalents due to exchange rate - (555,552) - 833,267 movements Net assets 57,539,454 48,373,490 Cash and cash equivalents at the end of the reporting period - 55,268,947 - 34.473,276 Funds Endowment funds 15 - 102,629 2019 CASH FLOWS FOREIGN 2020 Restricted funds 15 22,729 22,729 EXCHANGE MOVEMENTS Unrestricted 15 11,297,779 19,033,235 £ £ £ £ Designated funds 15 46,218,946 29,214,897 Analysis of cash and cash equivalents and reconciliation of net debt Total funds 57,539,454 48,373,490 Cash at bank 34,473,276 21,351,223 (555,552) 55,268,947 The notes on pages 16 to 23 form part of these financial statements The charitable company has no debt financing. The notes on pages 16 to 23 form part of these financial statements Authorised for issue and approved and authorised by the Board on 7 June 2021 and signed on its behalf by: ………………………. Kris Emiel Sterkens Company Registration No: SC327028 Charity Number: SC017977 14 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 15
Notes to the Financial Statements Cash and cash equivalents Creditors and assumptions about the carrying amount Cash and cash equivalents consist of cash Grants payable and accruals are of assets and liabilities that are not readily on hand and balances with banks, including obligations to pay for commitments made apparent from other sources. The estimates money-market funds, and are measured at before the year end. They are recognised and associated assumptions are based on For the year ended 31 December 2020 amortised cost. at the undiscounted amount owed to the historical experience and other factors that Debtors grantee or supplier, which is normally the are considered to be relevant. Actual results 1. Charity information functional currency is US dollars, being losses arising are included in the Statement Accrued donation income includes amount per the grant agreement or the may differ from these estimates. the currency in which the highest value of of Financial Activities in full in the year in donations due in the year but not invoice price. The directors are satisfied that accounting The principal activity of the Johnson and Johnson Foundation Scotland is to to transactions takes place. which they arise. received until the next financial year. Pension costs policies are appropriate and applied make sustainable, long-term differences Going concern Programme-related investments Accrued donations are recognised at the The Foundation is recharged the costs of consistently. Key sources of accounting in human health. It does this by investing The directors are of the opinion that the Concessionary loans are measured at undiscounted amount of cash receivable, a defined contribution pension scheme for estimation have been applied to the in strategic partnerships and innovative Foundation can continue to meet its the amounts paid less any subsequent which is normally the amount per the employees. The cost of providing pensions valuation of investments, including solutions that add value to society and obligations as they fall due for the foreseeable repayments, and adjusted if necessary for donation letter. is charged to expenditure in the period in concessionary loans. The Foundation impact people’s lives. future. The Foundation has sufficient levels any impairment. As fair values could not be Taxation which contributions are made. assesses impairment at each reporting of unrestricted funds to support ongoing measured reliably, equity investments are The Foundation is a charity and is date by evaluating conditions that may The Johnson & Johnson Foundation 3. Critical judgements and activities. As a consequence they have measured at cost and adjusted if necessary recognised as such for taxation purposes, lead to an impairment of assets. Where an Scotland is a charitable company limited estimates prepared the financial statements on the for any impairment. therefore no corporation tax is payable. impairment trigger exists, the recoverable by guarantee incorporated in the United In the application of the Foundation’s going concern basis. Fund accounting The Foundation is not registered for amount of the asset is determined. Kingdom and registered in Scotland. It is accounting policies, the directors are recognised as a charity for tax purposes Recognition and allocation of income • Unrestricted funds are available for VAT and therefore all costs are shown required to make judgements, estimates by HMRC and is registered with the Office use at the discretion of the directors in inclusive of VAT. Income is recognised when the Foundation of the Scottish Charity Regulator (OSCR) has legal entitlement to the funds, the furtherance of the general objectives of under charity number SC017977. In the receipt is probable and the amount can be the Foundation. event of the winding up of the charitable 4. Donations and legacies measured reliably. • Restricted funds are subjected to company a member is liable to contribute Deferred income restrictions on their expenditure imposed 2020 2019 a sum not exceeding £1. Details of the Where the charity has received income by the donor. TOTAL TOTAL registered office and company registration in the current year that has time related • Designated funds are earmarked from the £ £ number can be found on page 2 of these restrictions for future years or will not be unrestricted funds by the directors for a Donations – Cilag 8,201,797 7,392,492 financial statements. earned until future years, this income is specific purpose. Donations – Janssen EMEA fund 13,175,231 13,565,453 The charitable company was known as deferred to be released in the year to which • Endowment funds are restricted Johnson & Johnson Corporate Citizenship it relates. Donations – Janssen Benelux Fund 876,562 495,576 investment funds donated to the Trust until 25 July 2019. Recognition and allocation of expenditure Foundation with the intention to produce Donations – GPH Funding 5,010,754 4,659,422 2. Accounting policies Expenditure is recognised when the income. Withdrawals from the principal Donations – Matched funding 193,483 219,484 Basis of preparation Foundation has entered into a legal or amount may only be used for purposes of Donations – In-kind income 456,833 364,422 The financial statements have been constructive obligation. Expenditure is the Foundation upon the donors’ decision, 27,914,660 26,696,849 prepared in accordance with the Financial allocated to the function to which it relates. any investment income generated from Reporting Standard 102, as issued by the Where costs cannot be directly attributed to the endowment can be spent for the Financial Reporting Council, the Statement particular headings they have been allocated Foundation’s ongoing operations or other 5. Charitable activities – grant making of Recommended Practice (SORP) to activities on a basis consistent with use of specific purposes. The Foundation does the resources. not have any active endowment funds as 2020 2019 “Accounting and Reporting by Charities of the close of 2020. TOTAL TOTAL preparing their accounts in accordance with Governance costs are those incurred in £ £ the Financial Reporting Standard applicable connection with setting and monitoring the Financial assets and financial liabilities in the UK and Republic of Ireland (FRS 102)” strategic direction of the Foundation and Financial instruments are recognised in Grants (note 7) 16,381,113 8,465,741 and the Companies Act 2006. They are compliance with constitutional and statutory the statement of financial activities when Staff costs (note 9) 694,234 547,783 prepared on the historical cost basis. requirements. the Foundation becomes a party to the Administrative costs 1,309,665 1,707,083 Johnson & Johnson Foundation Scotland Grants awarded contractual provisions of the instrument. Financial instruments are initially measured Governance costs (note 6) 21,599 27,117 meets the definition of a public benefit Grants awarded are recognised in full when at transaction price. Subsequent to initial 18,406,611 10,747,724 entity under FRS102. Assets and liabilities there is a constructive obligation in the are initially recognised at historical cost or Foundation to make the payment. recognition, they are accounted for as set transition value unless otherwise stated in out below. 6. Governance costs Foreign currency transactions the relevant accounting policy. Financial instruments are all classified Transactions in currencies other than in the 2020 2019 These financial statements are presented in as ‘basic’ in accordance with Chapter 11 presentational currency (Sterling - GBP) are TOTAL TOTAL pounds sterling (GBP) as the Foundation is of FRS102. At the end of each reporting recorded at exchange rates ruling at the date £ £ incorporated in Scotland. The Foundation period, basic financial instruments are of the transaction. Balances at the year-end incurs transactions in sterling (GBP), measured at amortised cost using the Legal & professional fees 9,599 15,117 date are retranslated at the exchange rates US dollars and euros. The Foundation’s effective rate method. Audit fees 12,000 12,000 ruling at the year-end date. All gains and 21,599 27,117 16 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 17
7. Analysis of grants BENEFICIARY PROJECT NAMES 2020 2019 The Foundation does not make grants to individuals. An analysis has been provided below of each of the main grants paid by beneficiary North Star Alliance North Star Alliance 2018, Mozambique, South Africa, Zimbabwe, Kenya, Tanzania, - £153,492 Uganda (2019 only) noting all projects that are included within the payments. The Aurum Institute NPC Oto-toxicity research for MDR TB £226,811 £221,117 BENEFICIARY PROJECT 2020 2019 Global Health Innovation Technology Fund Global Health Innovation Technology Fund £199,012 £202,411 International Federation of Red Cross and Red COVID-19 Global Emergency Appeal World Health Organization WHO, 2019, Geneva --> cross region £469,557 - - Crescent Societies Floods Relie £3,917,685 Middle East Health Leadership Program Hi Hopes Hearing Loss and early intervention (2019 only) - £124,303 INSEAD - The Business School for the World Innovating Health for Tomorrow (2019 only) £234,122 £694,858 Mental Health UK, 2019, United Kingdom Middle East Health Leadership Program (2019 only) Mental Health UK £271,663 £122,414 Emergency relief through Covid-19 Capacity-Building for Senior Caregivers EUFAMI Supporting Family Caregivers in Mental Health (Prospect Plus Program) £108,059 £115,299 Nursing and Midwifery Platform AKU-SONAM YouthCan Aga Khan Foundation £1,523,849 £763,502 SOS Children's Villages Austria £135,045 £106,688 Strengthening preparedness, readiness and response action for Covid-19 Child protection and advocacy in Algeria Protecting the wellbeing and strengthening the resilience of Frontline Health Workers Attigo Ghanaian Community Project - £64,318 MECP Transformation (2019 only) US Fund for UNICEF Maternal Newborn Child Adolescent Health Initiative (Lebanon) £699,150 - Museum Dr Guislain Museum Dr. Guislain £134,771 £127,834 Aquity Innovations Paediatric drug resistant TB: scaling up care in children £493,990 - Optidel Drug Resistant TB – Support New molecules introduction in Kenya £32,597 £147,245 Elizabeth Glaser Pediatric AIDS Foundation New Horizons Advancing Pediatric HIV Care Collaborative £398,071 - SOS Children Villages CEE Grow Happily project CEE - £137,118 Infectious Diseases Institute Limited The Ugandan Academy for Health Innovation and Impact (2019 only) - £1,281,376 Other grants below £100,000 in the current year £1,754,731 £1,169,868 AO Alliance Fracture solutions Trauma Educational Development for West Africa £386,270 £386,569 Total £16,381,113 £8,465,741 International Union Against Tuberculosis and DR - TB Academy £342,648 - Lung Disease CCBRT Continued investment in sustainable capacity building of frontline health workers to increase access to quality healthcare in Tanzania £339,974 - 8. Surplus for the year The African Academy of Sciences J&J-AESA Research & Development (R&D) Fellowship Program £328,467 - 2020 2019 Friends of UNFPA UNFPA South Africa DREAMS Thina Abnatu £317,410 £372,324 £ £ Save the children Federation Improving Maternal, Newborn & Child Health Outcomes £293,473 - This is stated after charging: BIO Venture African Access Initiative (AAI) / Rwanda EST Program £237,667 - Exchange loss/(gain) 555,552 833,267 The Forum for the Future System Change Capacity for Health Transformation £226,705 - Auditor’s remuneration in respect of Support to mental health capacity strengthening in Ghana BasicNeeds-Ghana £198,430 - Response to the mental health impact of COVID-19 on the populations of Ghana - audit 12,000 12,000 Saving Mothers at Delivery - taxation services 850 1,550 Tropical Health and Education Trust The Tropical Health Education Trust, Sub-Saharan Africa (2019 only) £198,306 £378,888 THET AGP 2017/18 grants funds and THET (2019 only) - other non-audit services - 3,000 Italian Red Cross A time of kindness £189,774 - Spanish Foundation of Psychiatry and Mental Grants for active projects whose aim is to help mitigate the impact of COVID-19 on the £180,099 - Health mental health of health professionals. 9. Salaries The World Continuing Education Alliance COVID 19 Emergency Response for Nurses & Midwives £158,705 - Helen Keller International HKI Bangladesh - Deworming Campaign £157,911 - 2020 2019 £ £ International Rescue Committee COVID-19 Health Response for Vulnerable Populations in Jordan and Syria £152,288 - Turkish Red Crescent Society Providing PPE to Healthcare Providers £152,288 - Salaries and associated costs 580,842 322,775 Lebanese Red Cross Response to Lebanon Crisis £149,533 - Other staff costs 26,808 68,412 Kenya Kamili Mental Health Awareness £147,004 - Temporary staff costs 86,584 156,596 Grameen Foundation USA MOTS Enabled Response to COVID In Rwanda (MERCIR) £121,598 - 694,234 547,783 Foundation for Professional Development (FPD) COVID-19 Mental Health Resilience e-learning course for Healthcare Professionals £113,186 - Support for COVID-19 response in Nigeria Liverpool School of Tropical Medicine £94,054 £76,746 Sustaining the impact of mentorship program introduced in Sierra Leone (2019 only) Medical and Surgical Skills Institute Ghana Medical and Surgical Skills Institute program £142,045 £143,844 None of the staff carrying out work for the Foundation are employees of Johnson & Johnson Foundation Scotland (2019: none). The Amref Health Africa Capacity building of Oncology Nurses in Kenya £131,945 £276,883 majority of salaries and associated costs relating to Johnson & Johnson Foundation Scotland are recognised as an in-kind donation. International Confederation of Midwives International Confederation of Midwives Young Midwifery Leaders Program (2019 only) - £237,718 The Directors and Executive Director are deemed to be the only key management personnel. None of the Directors received any PINPOINT Infection control in community (2019 only) - £176,084 remuneration during the current or prior period. No expenses were reimbursed to Directors during the current or prior period. The donation Boston Children's Hospital Dengue Hotspot detection and monitoring £283,354 £147,280 in kind for the total employee benefits of Key Management Personnel is estimated to be approximately £110,000 (2019 £101,000). Partners in Health Community-Based Mental Healthcare: PIH MESH Scale-up £583,968 £577,413 Stichting zin Care days £19,763 £125,668 SOS Children Villages Romania "Strong & Healthy" Balkans Program £135,135 £134,481 18 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 19
10. Investments 14. Deferred income EQUITY CONCESSIONARY 2020 2020 2019 INVESTMENT LOANS TOTAL TOTAL TOTAL £ £ £ £ £ Balance at 1 January 2020 442,460 42,003 Balance at 1 January 2020 at cost 564,862 2,390,019 2,954,881 Donation income received in advance during the year - 401,774 Additions during the year 217,791 - 217,791 Income recognized on grants paid (218,672) (1,317) Returns during the year 124,013 122,026 246,039 223,788 442,460 Conversion to equity 531,191 (531,191) - Adjustments and transfers - (57,023) (57,023) 15. Analysis of reserves Balance at 31 December 2020 at cost 1,437,857 1,923,831 3,361,688 BALANCE AT INCOME EXPENDITURE TRANSFER BALANCE AT 1 JANUARY £ £ £ 31 DECEMBER 2020 2020 An investment of £0.6m was paid during 2018 to an unlisted Delaware Limited Partnership registered in Delaware, U.S.A., in the £ £ furtherance of the charitable objectives of the Foundation. As a limited partner the Foundation does not have control over the Delaware Endowment funds 102,629 - - (102,629) - Limited Partnership. Under the terms of the limited partnership agreement, the Foundation is committed to a further investment of £0.2m, if required by the Delaware Limited Partnership, which was called and paid during 2020. Restricted funds A concessionary loan of £1.5m was made in 2017, in the furtherance of the charitable objectives of the Foundation. The loan falls due for Matched Partnership Fund 22,729 193,483 (193,483) - 22,729 repayment during 2022. Interest accrues at 3% per annum; a total interest income of £45,000 (2019: £45,000) was received. The loan is Designated funds secured via share warrants issued by the borrower. There was no commitment to provide further loans at 31 December 2020. Janssen EMEA Fund 20,859,856 13,175,231 (6,866,128) (1,182,521) 25,986,438 Three further concessionary loans were made in 2019, in the furtherance of the charitable objectives of the Foundation: Janssen Benelux Fund - 876,562 (654,500) 1,182,521 1,404,583 • £0.4m convertible loan which was converted to equity during the year at a gain. This was transferred from concessionary loans to equity investments. Designated Corporate Budget 2,658,062 480,162 (1,921,448) 669,896 1,886,672 • £0.3m repayable based on certain key performance indicators of the borrower with any remaining balance to be repaid during 2029. Global Public Health Innovation Fund 5,696,979 5,010,754 (3,970,017) - 6,737,716 The loan is interest-free until 2026, whereupon interest accrues at 7%. The loan is unsecured. Impact Investments Fund - 176,414 (59,052) 10,086,175 10,203,537 • £0.2m repayable based on certain key performance indicators of the borrower with any remaining balance to be repaid during 2031. The loan has an effective interest rate of 1% and is unsecured. Total designated funds 29,214,897 19,719,123 (13,471,145) 10,756,071 46,218,946 Unrestricted funds 19,033,235 8,215,521 (5,297,535) (10,653,442) 11,297,779 Total 48,373,490 28,128,127 (18,962,163) - 57,539,454 11. Debtors 12. Cash and cash equivalents 15. Analysis of reserves (continued) – prior year 2020 2019 2020 2019 £ £ £ £ BALANCE AT INCOME EXPENDITURE TRANSFER BALANCE AT Accrued donation income - 11,304,544 Cash at bank 6,434,434 34,473,276 1 JANUARY £ £ £ 31 DECEMBER Other debtors 25,252 212,403 Cash equivalents 48,834,513 - 2020 2020 £ £ Prepayments 253,373 60,023 55,268,947 34,473,276 Endowment funds 102,629 - - - 102,629 278,625 11,576,980 Restricted funds Matched Partnership Fund 22,034 219,484 (218,789) - 22,729 13. Creditors: amounts falling due within one year Designated funds 2020 2019 Janssen EMEA Fund 8,624,366 14,061,029 (1,825,539) - 20,859,856 TOTAL TOTAL Designated Corporate Budget 3,445,265 763,698 (1,550,901) - 2,658,062 £ £ Global Public Health Innovation Fund 4,084,440 4,659,422 (3,046,883) - 5,696,979 Trade Creditors 31,891 45,739 Grants payable 977,170 81,084 Total designated funds 16,154,071 19,484,149 (6,423,323) - 29,214,897 Accruals 136,957 62,364 Unrestricted funds 16,733,465 7,238,649 (4,938,879) - 19,033,235 Deferred income (note 14) 223,788 442,460 Total 33,012,199 26,942,282 (11,580,991) - 48,373,490 1,369,806 631,647 20 | Johnson & Johnson Foundation Scotland Directors’ Report 2020 Johnson & Johnson Foundation Scotland Directors’ Report 2020 | 21
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