149 Audit or examination of English NHS charity accounts
(1) This section applies in relation to a financial year of a charity where, at any time in the year, it is an English NHS charity.
(2) If section 144(1)(a) or (b) is satisfied in relation to that financial year of the charity, the accounts of the charity for that year must be audited by a person who—
(a) is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006,
(b) is eligible for appointment as a local auditor (see Part 4 of the Local Audit and Accountability Act 2014), or
(c) is a member of a body for the time being specified in regulations under section 154 and is under the rules of that body eligible for appointment as auditor of the charity.
(3) In any other case, the accounts of the charity for that financial year must, at the election of the charity trustees, be—
(a) audited by a person who is within subsection (2)(a), (b) or (c), or
(b) examined by a person who is qualified to be an independent examiner.
(3A) For the purposes of subsection (3)(b), a person is qualified to be an independent examiner if (and only if)—
(a) the person is independent,
(b) the charity trustees reasonably believe that the person has the requisite ability and practical experience to carry out a competent examination of the accounts, and
(c) the person—
(i) falls within a description of person for the time being included in the list in section 145(3), or
(ii) is eligible for appointment as a local auditor (see Part 4 of the Local Audit and Accountability Act 2014).
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) The Commission may—
(a) give guidance to charity trustees of an English NHS charity in connection with the selection of a person for appointment as an independent examiner;
(b) give such directions as it thinks appropriate with respect to the carrying out of an examination in pursuance of subsection (3)(b);
and any such guidance or directions may either be of general application or apply to a particular charity only.
(6) The Comptroller and Auditor General may at any time examine and inspect—
(a) the accounts of the charity for the financial year,
(b) any records relating to those accounts, and
(c) any report of a person appointed under subsection (2) or (3) to audit or examine those accounts.
(7) In this section, “English NHS charity” means a charitable trust, the trustees of which are—
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(ba) NHS England,
(bb) an integrated care board,
(bc) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(bd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) a National Health Service trust all or most of whose hospitals, establishments and facilities are situated in England,
(d) trustees appointed in pursuance of paragraph 10 of Schedule 4 to the National Health Service Act 2006 for a National Health Service trust falling within paragraph (c),
(e) special trustees appointed in pursuance of section 29(1) of the National Health Service Reorganisation Act 1973, section 95(1) of the National Health Service Act 1977 and section 212(1) of the National Health Service Act 2006 for such a National Health Service trust, or
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150 Audit or examination of Welsh NHS charity accounts
(1) This section applies in relation to a financial year of a charity where, at any time in the year, it is a Welsh NHS charity.
(2) If section 144(1)(a) or (b) is satisfied in relation to that financial year of the charity, the accounts of the charity for that year must be audited by the Auditor General for Wales.
(3) In any other case, the accounts of the charity for that financial year must, at the election of the Auditor General for Wales, be audited or examined by the Auditor General for Wales.
(4) In this section “Welsh NHS charity” means a charitable trust, the trustees of which are—
(a) a Local Health Board,
(b) a National Health Service trust all or most of whose hospitals, establishments and facilities are situated in Wales,
(c) trustees appointed in pursuance of paragraph 10 of Schedule 3 to the National Health Service (Wales) Act 2006 for a National Health Service trust falling within paragraph (b), or
(d) special trustees appointed in pursuance of section 29(1) of the National Health Service Reorganisation Act 1973, section 95(1) of the National Health Service Act 1977 and section 160(1) of the National Health Service (Wales) Act 2006 for such a National Health Service trust.
(5) References in this Act to an auditor or an examiner have effect in relation to this section as references to the Auditor General for Wales acting under this section as an auditor or examiner.
(1) This section applies where group accounts are prepared for a financial year of a parent charity under section 138(2) and—
(a) the aggregate gross income of the group in that year exceeds the relevant income threshold (see section 176(1)), or
(b) the aggregate gross income of the group in that year exceeds the relevant income threshold and at the end of the year the aggregate value of the assets of the group (before deduction of liabilities) exceeds the relevant assets threshold (see section 176(2)).
(2) This section also applies where—
(a) group accounts are prepared for a financial year of a parent charity under section 138(2), and
(b) the appropriate audit provision applies in relation to the parent charity's own accounts for that year.
(3) In this section “the appropriate audit provision”, in relation to a financial year of a parent charity, means—
(a) (subject to paragraph (b), (c) or (d)) section 144(2) (audit of accounts of larger charities);
(b) if section 149 (audit or examination of English NHS charity accounts) applies in relation to that year, section 149(2);
(c) if section 150 (audit or examination of Welsh NHS charity accounts) applies in relation to that year, section 150(2);
(d) if the parent charity is a company—
(i) section 144(2), or
(ii) (as the case may be) Part 16 of the Companies Act 2006.
(4) If this section applies in relation to a financial year of a parent charity by virtue of subsection (1) or (2), the group accounts for that year must be audited—
(a) (subject to paragraph (b) or (c)) by a person within section 144(2)(a) or (b);
(b) if section 149 applies in relation to that year, by a person, appointed by the charity trustees of the parent charity, who is within section 149(2)(a), (b) or (c) ;
(c) if section 150 applies in relation to that year, by the Auditor General for Wales.
(5) If this section applies in relation to a financial year of a parent charity by virtue of subsection (1)—
(a) (subject to paragraph (b)) the appropriate audit provision applies in relation to the parent charity's own accounts for that year (whether or not it would otherwise so apply);
(b) if the parent charity is a company and its own accounts for that year are not required to be audited in accordance with Part 16 of the Companies Act 2006, section 144(2) applies in relation to those accounts (whether or not it would otherwise so apply).
(6) Section 149(6) applies in relation to any appointment under subsection (4)(b) as it applies in relation to an appointment under section 149(2).
(7) References in this Act to an auditor have effect in relation to subsection (4)(c) as references to the Auditor General for Wales acting under subsection (4)(c) as an auditor.
152 Examination of accounts an option for smaller groups
(1) This section applies if—
(a) group accounts are prepared for a financial year of a parent charity under section 138(2), and
(b) section 151 (audit of accounts of larger groups) does not apply in relation to that year.
(2) If—
(a) this section applies in relation to a financial year of a parent charity,
(b) the aggregate gross income of the group in that year exceeds the sum specified in section 145(1), and
(c) subsection (6) or (7) (NHS charity: group accounts) does not apply in relation to it,
the group accounts for that year must, at the election of the charity trustees of the parent charity, be examined by an independent examiner (as defined in section 145(1)(a)) or audited by a person within section 144(2)(a) or (b).
(3) Subsection (2) is subject to—
(a) subsection (4), and
(b) any order under section 153(1).
(4) If subsection (2) applies to the group accounts for a year and the aggregate gross income of the group in that year exceeds the sum specified in section 145(3), a person qualifies as an independent examiner for the purposes of subsection (2) if (and only if) the person is independent and meets the requirements of section 145(3)(a) or (b).
(5) The Commission may—
(a) give guidance to charity trustees of a parent charity in connection with the selection of a person for appointment as an independent examiner;
(b) give such directions as it thinks appropriate with respect to the carrying out of an examination in pursuance of subsection (2);
and any such guidance or directions may either be of general application or apply to a particular charity only.
(6) If—
(a) this section applies in relation to a financial year of a parent charity, and
(b) section 149 (audit or examination of English NHS charity accounts) also applies in relation to that year,
the group accounts for that year must at the election of the charity trustees of the parent charity be audited by a person, appointed by those trustees, who is within section 149(2)(a), (b) or (c); or examined by a person, appointed by those trustees, who is qualified to be an independent examiner .
Subsections (3A), (5) and (6) of section 149 apply for the purposes of this subsection as they apply for the purposes of section 149(3); except that in subsection (3A)(b) of that section the reference to “the charity trustees” is to be read as a reference to “the charity trustees of the parent charity.
(7) If—
(a) this section applies in relation to a financial year of a parent charity, and
(b) section 150 (audit or examination of Welsh NHS charity accounts) also applies in relation to that year,
the group accounts for that year must, at the election of the Auditor General for Wales, be audited or examined by the Auditor General for Wales.
References in this Act to an auditor or an examiner have effect in relation to this subsection as references to the Auditor General for Wales acting under this subsection as an auditor or examiner.
(8) If the group accounts for a financial year of a parent charity are to be examined or audited in accordance with subsection (2), section 145(1) applies in relation to the parent charity's own accounts for that year (whether or not it would otherwise so apply).
(9) Nothing in subsection (6) or (7) affects the operation of section 149(3) to (6) or (as the case may be) section 150(3) in relation to the parent charity's own accounts for the financial year in question.
153 Commission's powers to order audit of group accounts
(1) The Commission may by order require the group accounts of a parent charity for a financial year to be audited by a person within section 144(2)(a) or (b) if it appears to the Commission that—
(a) section 151(4)(a), or (as the case may be) section 152(2), has not been complied with in relation to that year within 10 months from the end of that year, or
(b) although section 151(4)(a) does not apply to that year, it would nevertheless be desirable for the group accounts for that year to be audited by a person within section 144(2)(a) or (b).
But this subsection does not apply if section 149 or 150 (audit or examination of NHS charity accounts) applies in relation to the parent charity for that year.
(2) If the Commission makes an order under subsection (1) with respect to group accounts, the auditor must be a person appointed by the Commission unless—
(a) the order is made by virtue of subsection (1)(b), and
(b) the charity trustees of the parent charity themselves appoint an auditor in accordance with the order.
(3) The expenses of any audit carried out by an auditor appointed by the Commission under subsection (2), including the auditor's remuneration, are recoverable by the Commission—
(a) from the charity trustees of the parent charity, who are personally liable, jointly and severally, for those expenses, or
(b) to the extent that it appears to the Commission not to be practical to seek recovery of those expenses in accordance with paragraph (a), from the funds of the parent charity.
154 Regulations relating to audits and examinations
(1) The Secretary of State may by regulations make provision—
(a) specifying one or more bodies for the purposes of section 144(2)(b);
(aa) specifying one or more bodies for the purposes of section 149(2)(c);
(b) with respect to the duties of an auditor carrying out an audit of individual or group accounts, including provision with respect to the making by the auditor of a report on—
(i) the statement of accounts prepared for the financial year in question under section 132(1),
(ii) the account and statement so prepared under section 133,
(iii) the accounts so prepared under section 394 of the Companies Act 2006 (duty to prepare individual accounts), or
(iv) group accounts so prepared under section 138(2),
as the case may be;
(c) with respect to the making of a report in respect of an examination of individual or group accounts by the independent examiner or examiner who has carried out the examination;
(d) conferring on an auditor or on an independent examiner or examiner a right of access with respect to books, documents and other records (however kept) which relate to—
(i) the charity (if the audit or examination is of individual accounts), or
(ii) any member of the group (if the audit or examination is of group accounts);
(e) entitling an auditor or an independent examiner or examiner to require information and explanations from—
(i) past or present charity trustees or trustees for, or past or present officers or employees of, the charity (if the audit or examination is of individual accounts), or
(ii) past or present charity trustees or trustees for, or past or present officers or employees of, any member of the group (if the audit or examination is of group accounts);
(f) enabling the Commission, in circumstances specified in the regulations, to dispense with the requirements of section 144(2), 145(1), 151(4)(a) or 152(2)—
(i) in the case of a particular charity, or
(ii) in the case of any particular financial year of a charity.
(2) Regulations under subsection (1)(e) may in particular make, in relation to audits or examinations of group accounts, provision corresponding or similar to any provision made by section 499 or 500 of the Companies Act 2006 in connection with the rights exercisable by an auditor of a company in relation to a subsidiary undertaking of the company.
(3) In this section—
“audit of individual or group accounts” means an audit under—
section 144, 145, 146, 149 or 150 (individual accounts), or
section 151, 152 or 153 (group accounts);
“examination of individual or group accounts” means an examination under—
section 145, 149 or 150 (individual accounts), or
section 152 (group accounts);
and the references in this section and section 155 to an audit or examination of individual accounts and to an audit or examination of group accounts are to be read accordingly.
155 Power of Commission to direct compliance with certain regulations
If any person fails to afford an auditor or an independent examiner or examiner any facility to which the auditor, independent examiner or examiner is entitled by virtue of section 154(1)(d) or (e), the Commission, for securing that the default is made good, may by order give such directions as it thinks appropriate—
(a) to that person,
(b) if the audit or examination is of individual accounts, to the charity trustees for the time being of the charity concerned, or
(c) if the audit or examination is of group accounts, to the charity trustees for the time being of such member of the group as the Commission thinks appropriate.
156 Duty of auditors etc. to report matters to Commission
(1) This section applies to a person (“P”) who—
(a) is acting as an auditor or independent examiner appointed by or in relation to a charity under sections 144 to 146 (audit or examination of individual accounts),
(b) is acting as an auditor or examiner appointed under section 149(2) or (3) (audit or examination of English NHS charity accounts), or
(c) is the Auditor General for Wales acting under section 150(2) or (3) (audit or examination of Welsh NHS charity accounts).
(2) If, in the course of acting in the capacity mentioned in subsection (1), P becomes aware of a matter—
(a) which relates to the activities or affairs of the charity or of any connected institution or body, and
(b) which P has reasonable cause to believe is likely to be of material significance for the purposes of the exercise by the Commission of its functions under the provisions mentioned in subsection (3),
P must immediately make a written report on the matter to the Commission.
(3) The provisions are—
(a) sections 46, 47 and 50 (inquiries by Commission);
(b) sections 76 and 79 to 82 (Commission's powers to act for protection of charities).
(4) If, in the course of acting in the capacity mentioned in subsection (1), P becomes aware of any matter—
(a) which does not appear to P to be one that P is required to report under subsection (2), but
(b) which P has reasonable cause to believe is likely to be relevant for the purposes of the exercise by the Commission of any of its functions,
P may make a report on the matter to the Commission.
(5) Where the duty or power under subsection (2) or (4) has arisen in relation to P when acting in the capacity mentioned in subsection (1), the duty or power is not affected by P's subsequently ceasing to act in that capacity.
(6) Where P makes a report as required or authorised by subsection (2) or (4), no duty to which P is subject is to be regarded as contravened merely because of any information or opinion contained in the report.
157 Meaning of “connected institution or body” in s.156(2)
(1) In section 156(2) “connected institution or body”, in relation to a charity, means—
(a) an institution which is controlled by, or
(b) a body corporate in which a substantial interest is held by,
the charity or any one or more of the charity trustees acting as such.
(2) Sections 351 and 352 (meaning of controlled institution and substantial interest) apply for the purposes of subsection (1).
158 Application of duty in relation to auditors etc. of group accounts
(1) Subsections (2) to (6) of section 156 (duty of auditors etc. of individual accounts to report matters to Commission) apply in relation to a person appointed to audit, or report on, any group accounts under sections 151 to 153 as they apply in relation to the person referred to in section 156 as “P”.
(2) In section 156(2)(a), as it applies in accordance with subsection (1), the reference to the charity or any connected institution or body is to be read as a reference to the parent charity or any of its subsidiary undertakings.
159 Application of duty in relation to Companies Act auditors
(1) Sections 156(2) to (6) and 157 (duty of auditors etc. of individual accounts to report matters to Commission) apply in relation to a person acting as a Companies Act auditor of a charitable company as they apply in relation to the person referred to in section 156 as “P”, but reading any reference to P's acting in the capacity mentioned in section 156(1) as a reference to the person acting as a Companies Act auditor.
(2) In subsection (1), “Companies Act auditor” means an auditor appointed under Chapter 2 of Part 16 of the Companies Act 2006 (appointment of auditors).
(1) Nothing in sections 144 to 155 (audit or examination of accounts) applies to an exempt charity.
(2) Sections 156(2) to (6) and 157 (duty of auditors etc. of individual accounts to report matters to Commission) apply in relation to a person appointed to audit, or report on, the accounts of an exempt charity which is not a company as they apply in relation to the person referred to in section 156 as “P”, but reading—
(a) any reference to P's acting in the capacity mentioned in section 156(1) as a reference to the person acting as a person so appointed, and
(b) any reference to the Commission or to any of its functions as a reference to the charity's principal regulator or to any of the latter's functions as principal regulator in relation to the charity.
(3) Nothing in section 158 (duty of auditors etc. in relation to group accounts) applies to an exempt charity.
(1) Nothing in sections 144 to 146 (audit or examination of individual accounts) applies to any charity which—
(a) falls within section 30(2)(d) (whether or not it also falls within section 30(2)(b) or (c)), and
(b) is not registered.
(2) Except in accordance with subsections (3) and (4), nothing in—
(a) section 154 or 155 (regulations relating to audits and examinations), or
(b) section 156 or 157 (duty of auditors etc. to report matters to Commission),
applies to a charity mentioned in subsection (1).
(3) Sections 154 to 157 apply to a charity mentioned in subsection (1) which is also—
(a) an English NHS charity (as defined in section 149), or
(b) a Welsh NHS charity (as defined in section 150).
(4) Sections 156 and 157 apply in accordance with section 160(2) to a charity mentioned in subsection (1) which is also an exempt charity.
(1) The charity trustees of a charity must prepare in respect of each financial year of the charity an annual report containing—
(a) such a report by the trustees on the activities of the charity during that year, and
(b) such other information relating to the charity or to its trustees or officers,
as may be prescribed by regulations made by the Secretary of State.
(2) Regulations under subsection (1) may in particular make provision—
(a) for any such report as is mentioned in subsection (1)(a) to be prepared in accordance with such principles as are specified or referred to in the regulations;
(b) enabling the Commission to dispense with any requirement prescribed by virtue of subsection (1)(b)—
(i) in the case of a particular charity or a particular class of charities, or
(ii) in the case of a particular financial year of a charity or of any class of charities.
162A Annual reports: fund-raising standards information
(1) If section 144(2) applies to a financial year of a charity, the annual report in respect of that year must include a statement of each of the following for that year—
(a) the approach taken by the charity to activities by the charity or by any person on behalf of the charity for the purpose of fund-raising, and in particular whether a professional fund-raiser or commercial participator carried on any of those activities;
(b) whether the charity or any person acting on behalf of the charity was subject to an undertaking to be bound by any voluntary scheme for regulating fund-raising, or any voluntary standard of fund-raising, in respect of activities on behalf of the charity, and, if so, what scheme or standard;
(c) any failure to comply with a scheme or standard mentioned under paragraph (b);
(d) whether the charity monitored activities carried on by any person on behalf of the charity for the purpose of fund-raising, and, if so, how it did so;
(e) the number of complaints received by the charity or a person acting on its behalf about activities by the charity or by a person on behalf of the charity for the purpose of fund-raising;
(f) what the charity has done to protect vulnerable people and other members of the public from behaviour within subsection (2) in the course of, or in connection with, such activities.
(2) The behaviour within this subsection is—
(a) unreasonable intrusion on a person's privacy;
(b) unreasonably persistent approaches for the purpose of soliciting or otherwise procuring money or other property on behalf of the charity;
(c) placing undue pressure on a person to give money or other property.
(3) In this section—
(a) “commercial participator” and “professional fund-raiser” have the meaning given by section 58 of the Charities Act 1992 (control of fund-raising: interpretation));
(b) “fund-raising” means soliciting or otherwise procuring money or other property for charitable purposes.
(4) Section 58(6) and (7) of the Charities Act 1992 (references to soliciting money etc) apply for the purposes of this section as they apply for the purposes of Part 2 of that Act.
163 Transmission of annual reports to Commission in certain cases
(1) Where a charity's gross income in any financial year exceeds £25,000, a copy of the annual report required to be prepared under section 162 in respect of that year must be transmitted to the Commission by the charity trustees within—
(a) 10 months from the end of that year, or
(b) such longer period as the Commission may for any special reason allow in the case of that report.
(2) Where a charity's gross income in any financial year does not exceed £25,000, a copy of the annual report required to be prepared under section 162 in respect of that year must, if the Commission so requests, be transmitted to it by the charity trustees—
(a) in the case of a request made before the end of 7 months from the end of the financial year to which the report relates, within 10 months from the end of that year, and
(b) in the case of a request not so made, within 3 months from the date of the request,
or, in either case, within such longer period as the Commission may for any special reason allow in the case of that report.
(3) In the case of a charity which is constituted as a CIO—
(a) the requirement imposed by subsection (1) applies whatever the charity's gross income is, and
(b) subsection (2) does not apply.
164 Documents to be transmitted with annual report
(1) Subject to subsection (3), any copy of an annual report transmitted to the Commission under section 163 must have attached to it—
(a) a copy of the statement of accounts prepared for the financial year in question under section 132(1), or
(b) (as the case may be) a copy of the account and statement so prepared under section 133,
and a copy of the relevant auditor's or examiner's report.
(2) In subsection (1), “the relevant auditor's or examiner's report” means—
(a) if the accounts of the charity for that year have been audited under section 144, 145, 146, 149 or 150, the report made by the auditor on that statement of accounts or (as the case may be) on that account and statement;
(b) if the accounts of the charity for that year have been examined under section 145, 149 or 150, the report made by the person carrying out the examination.
(3) Subsections (1) and (2) do not apply to a charitable company, and any copy of an annual report transmitted by the charity trustees of a charitable company under section 163 must have attached to it—
(a) a copy of the company's annual accounts prepared for the financial year in question under Part 15 of the Companies Act 2006, and
(b) a copy of the relevant auditor's or examiner's report.
(4) In subsection (3), “the relevant auditor's or examiner's report” means—
(a) if the accounts of the company for that year have been audited under Part 16 of the Companies Act 2006, the report made by the auditor on those accounts;
(b) if the accounts of the company for that year have been audited under section 144, 145 or 146, the report made by the auditor on those accounts;
(c) if the accounts of the company for that year have been examined under section 145, the report made by the person carrying out the examination.
(1) Any copy of an annual report transmitted to the Commission under section 163, together with the documents attached to it, is to be kept by the Commission for such period as it thinks fit.
(2) The charity trustees of a charity must preserve for at least 6 years from the end of the financial year to which it relates an annual report prepared by them under section 162(1) if they have not been required to transmit a copy of it to the Commission.
(3) Subsection (4) applies if a charity ceases to exist within the period of 6 years mentioned in subsection (2) as it applies to any annual report.
(4) The obligation to preserve the annual report in accordance with subsection (2) must continue to be discharged by the last charity trustees of the charity, unless the Commission consents in writing to the annual report being destroyed or otherwise disposed of.
(1) This section applies where group accounts are prepared for a financial year of a parent charity under section 138(2).
(2) The annual report prepared by the charity trustees of the parent charity in respect of that year under section 162 must include—
(a) such a report by the trustees on the activities of the charity's subsidiary undertakings during that year, and
(b) such other information relating to any of those undertakings,
as may be prescribed by regulations made by the Secretary of State.
(3) Regulations under subsection (2) may in particular make provision—
(a) for any such report as is mentioned in subsection (2)(a) to be prepared in accordance with such principles as are specified or referred to in the regulations;
(b) enabling the Commission to dispense with any requirement prescribed by virtue of subsection (2)(b) in the case of—
(i) a particular subsidiary undertaking, or
(ii) a particular class of subsidiary undertakings.
(4) Section 163 (transmission of annual report to Commission in certain cases) applies in relation to the annual report referred to in subsection (2) as if any reference to the charity's gross income in the financial year in question were a reference to the aggregate gross income of the group in that year.
(5) When transmitted to the Commission in accordance with subsection (4), the copy of the annual report must have attached to it both a copy of the group accounts prepared for that year under section 138(2) and—
(a) a copy of the report made by the auditor on those accounts, or
(b) if those accounts have been examined under section 152, a copy of the report made by the person carrying out the examination.
(6) The requirements in this section are in addition to those in sections 162 to 165.
(1) Nothing in sections 162 to 165 (annual reports etc.) applies to any charity which—
(a) falls within section 30(2)(d) (whether or not it also falls within section 30(2)(b) or (c)), and
(b) is not registered.
(2) Except in accordance with subsection (5), nothing in sections 162 to 165 applies to any charity which—
(a) falls within section 30(2)(b) or (c) but does not fall within section 30(2)(d), and
(b) is not registered.
(3) If requested to do so by the Commission, the charity trustees of any such charity as is mentioned in subsection (2) must prepare an annual report in respect of such financial year of the charity as is specified in the Commission's request.
(4) Any report prepared under subsection (3) must contain—
(a) such a report by the charity trustees on the activities of the charity during the year in question, and
(b) such other information relating to the charity or to its trustees or officers,
as may be prescribed by regulations made under section 162(1) in relation to annual reports prepared under section 162(1).
(5) The following provisions apply in relation to any report required to be prepared under subsection (3) as if it were an annual report required to be prepared under section 162(1)—
(a) section 163(1) (transmission of annual report in certain cases), with the omission of the words preceding “a copy of the annual report”, and
(b) sections 164 (documents to be transmitted with annual report) and 165(1) (preservation of annual reports etc.).
(6) Subsections (7) and (8) apply where—
(a) a charity is required to prepare an annual report in respect of a financial year by virtue of subsection (3),
(b) the charity is a parent charity at the end of the year, and
(c) group accounts are prepared for that year under section 138(2) by the charity trustees of the charity.
(7) When transmitted to the Commission in accordance with subsection (5), the copy of the annual report must have attached to it both a copy of the group accounts and—
(a) a copy of the report made by the auditor on those accounts, or
(b) if those accounts have been examined under section 152, a copy of the report made by the person carrying out the examination.
(8) The requirement in subsection (7) is in addition to that in subsection (4).
(1) Subject to subsection (2), every registered charity must prepare in respect of each of its financial years an annual return in such form, and containing such information, as may be prescribed by regulations made by the Commission.
(2) Subsection (1) does not apply in relation to any financial year of a charity in which the charity's gross income does not exceed £10,000 (but this subsection does not apply if the charity is constituted as a CIO).
(3) Any such return must be transmitted to the Commission by the date by which the charity trustees are, by virtue of section 163(1), required to transmit to the Commission the annual report required to be prepared in respect of the financial year in question.
(4) The Commission may dispense with the requirements of subsection (1)—
(a) in the case of a particular charity or a particular class of charities, or
(b) in the case of a particular financial year of a charity or of any class of charities.
170 Public inspection of annual reports etc. kept by Commission
Any document kept by the Commission in pursuance of section 165(1) (preservation of annual reports etc.) must be open to public inspection at all reasonable times—
(a) during the period for which it is so kept, or
(b) if the Commission so determines, during such lesser period as it may specify.
171 Supply by charity trustees of copy of most recent annual report
(1) This section applies if an annual report has been prepared in respect of any financial year of a charity in pursuance of section 162(1) or 168(3).
(2) If the charity trustees of a charity—
(a) are requested in writing by any person to provide that person with a copy of its most recent annual report, and
(b) are paid by that person such reasonable fee (if any) as they may require in respect of the costs of complying with the request,
they must comply with the request within the period of 2 months beginning with the date on which it is made.
(3) The reference in subsection (2) to a charity's most recent annual report is a reference to the annual report prepared in pursuance of section 162(1) or 168(3) in respect of the last financial year of the charity in respect of which an annual report has been so prepared.
172 Supply by charity trustees of copy of most recent accounts
(1) If the charity trustees of a charity—
(a) are requested in writing by any person to provide that person with a copy of the charity's most recent accounts, and
(b) are paid by that person such reasonable fee (if any) as they may require in respect of the costs of complying with the request,
they must comply with the request within the period of 2 months beginning with the date on which it is made.
(2) The reference in subsection (1) to a charity's most recent accounts is—
(a) in the case of a charity other than one falling within paragraph (b) or (c), a reference to—
(i) the statement of accounts prepared in pursuance of section 132(1), or
(ii) the account and statement prepared in pursuance of section 133,
in respect of the last financial year of the charity in respect of which a statement of accounts or account and statement has or have been so prepared;
(b) in the case of a charitable company, a reference to the most recent annual accounts of the company prepared under Part 16 of the Companies Act 2006 in relation to which any of the following conditions is satisfied—
(i) they have been audited,
(ii) they have been examined by an independent examiner under section 145(1)(a), or
(iii) they relate to a year in respect of which the company is exempt from audit under Part 16 of the Companies Act 2006 and neither section 144(2) nor section 145(1) applied to them, and
(c) in the case of an exempt charity, a reference to the accounts of the charity most recently audited in pursuance of any statutory or other requirement or, if its accounts are not required to be audited, the accounts most recently prepared in respect of the charity.
(3) In subsection (1), the reference to a charity's most recent accounts includes, in relation to a charity whose charity trustees have prepared any group accounts under section 138(2), the group accounts most recently prepared by them.
173 Offences of failing to supply certain documents
(1) If any requirement within subsection (2) is not complied with, each person who immediately before the specified date for compliance was a charity trustee of the charity is guilty of an offence.
(2) A requirement is within this subsection if it is imposed—
(a) by section 163 or by virtue of section 166(4) (requirements to transmit annual report to Commission), taken with sections 164, 166(5) and 168(7) (documents to be supplied with annual report), as applicable,
(b) by section 169(3) (requirement to transmit annual return to Commission),
(c) by section 171(2) (supply by charity trustees of copy of most recent annual report), or
(d) by section 172(1) or by virtue of section 172(3) (supply by charity trustees of copy of most recent accounts);
and in subsection (1) “the specified date for compliance” means the date for compliance specified in the section in question.
(3) It is a defence, where a person is charged with an offence under subsection (1), to prove that the person took all reasonable steps for securing that the requirement in question would be complied with in time.
(4) A person guilty of an offence under subsection (1) is liable on summary conviction to—
(a) a fine not exceeding level 4 on the standard scale, and
(b) for continued contravention, a daily default fine not exceeding 10% of level 4 on the standard scale for so long as the person in question remains a charity trustee of the charity.
174 Powers to alter certain sums specified in this Part
(1) The Secretary of State may by order amend any provision listed in subsection (2)—
(a) by substituting a different sum for the sum for the time being specified in that provision, or
(b) if the provision specifies more than one sum, by substituting a different sum for any sum specified in that provision.
(2) The provisions are—
section 133 (gross income in connection with option to prepare account and statement instead of statement of accounts);
section 144(1)(a) or (b) (gross income and value of assets in connection with requirements as to audit of larger charities);
section 145(1) (gross income in connection with option to have accounts examined instead of audited);
section 145(3) (gross income in connection with requirements as to qualifications of independent examiner);
section 163(1) or (2) (gross income in connection with requirements to transmit annual report to Commission);
section 169(2) (gross income in connection with requirement to prepare annual return).
The Secretary of State may by regulations make provision for determining for the purposes of this Part the amount of the aggregate gross income for a financial year of a group consisting of a parent charity and its subsidiary undertaking or undertakings.
176 Larger groups: “relevant income threshold” and “relevant assets threshold”
(1) The reference to the relevant income threshold in paragraph (a) or (b) of section 151(1) is a reference to the sum prescribed as the relevant income threshold for the purposes of that paragraph.
(2) The reference to the relevant assets threshold in paragraph (b) of section 151(1) is a reference to the sum prescribed as the relevant assets threshold for the purposes of that paragraph.
(3) “Prescribed” means prescribed by regulations made by the Secretary of State.
In this Act, except in so far as the context otherwise requires, “charity trustees” means the persons having the general control and management of the administration of a charity.
178 Persons disqualified from being charity trustees or trustees of a charity
(1) A person (“P”) is disqualified from being a charity trustee or trustee for a charity in the following cases—
Case A
P has been convicted of—
an offence specified in section 178A;
an offence, not specified in section 178A, that involves dishonesty or deception.
Case B
P has been made bankrupt or sequestration of P's estate has been awarded and (in either case)—
P has not been discharged, or
P is the subject of a bankruptcy restrictions order or an interim order.
Case C
P has made a composition or arrangement with, or granted a trust deed for, creditors and has not been discharged in respect of it.
Case D
P has been removed as a trustee, charity trustee, officer, agent or employee of a charity by an order made—
by the Commission under section 79(4) or by the Commission or the Commissioners under a relevant earlier enactment (as defined by section 179(5)), or
by the High Court,
on the ground of any misconduct or mismanagement in the administration of the charity for which P was responsible or which P knew of and failed to take any reasonable step to oppose, or which P's conduct contributed to or facilitated.
Case E
P has been removed, under section 34(5)(e) of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10) (powers of the Court of Session) or the relevant earlier legislation (as defined by section 179(6)), from being concerned in the management or control of any body.
Case F
P is subject to—
a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I.4)), or
an order made under section 429(2) of the Insolvency Act 1986 (disabilities on revocation of county court administration order).
Case G
P is subject to—
a moratorium period under a debt relief order under Part 7A of the Insolvency Act 1986; or
a debt relief restrictions order or interim order under Schedule 4ZB to that Act
Case H
P has been found to be in contempt of court under Civil Procedure Rules for—
making a false disclosure statement, or causing one to be made, or
making a false statement in a document verified by a statement of truth, or causing one to be made.
Case I
P has been found guilty of disobedience to an order or direction of the Commission on an application to the High Court under section 336(1).
Case J
P is a designated person for the purposes of—
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
regulations 8 to 12 of the ISIL (Da'esh) and Al-Qaida (United Nations Sanctions) (EU Exit) Regulations 2019 (S.I. 2019/466),
regulations 11 to 15 of the Counter-Terrorism (International Sanctions) (EU Exit) Regulations 2019 (S.I. 2019/573), or
regulations 11 to 15 of the Counter-Terrorism (Sanctions) (EU Exit) Regulations 2019 (S.I. 2019/577).
Case K
P is subject to the notification requirements of Part 2 of the Sexual Offences Act 2003.
(2) Subsection (1) is subject to sections 179 to 181.
(3) While a person is disqualified under this section in relation to a charity, the person is also disqualified from holding an office or employment in the charity with senior management functions.
(4) A function of an office or employment held by a person “(A)” is a senior management function if—
(a) it relates to the management of the charity, and A is not responsible for it to another officer or employee (other than a charity trustee or trustee for the charity), or
(b) it involves control over money and the only officer or employee (other than a charity trustee or trustee for the charity) to whom A is responsible for it is a person with senior management functions other than ones involving control over money.
(1) The following offences are specified for the purposes of Case A—
1 | An offence to which Part 4 of the Counter-Terrorism Act 2008 applies (see sections 41 to 43 of that Act).
2 | An offence under section 13 or 19 of the Terrorism Act 2000 (wearing of uniform etc, and failure to disclose information).
3 | A money laundering offence within the meaning of section 415 of the Proceeds of Crime Act 2002.
4 | An offence under any of the following provisions of the Bribery Act 2010— section 1 (bribing another person), section 2 (offences relating to being bribed), section 6 (bribery of foreign public officials), section 7 (failure of commercial organisations to prevent bribery).
5 | An offence under section 77 of this Act.
6 | An offence of— misconduct in public office, perjury, perverting the course of justice.
(2) An offence which has been superseded (directly or indirectly) by an offence specified in subsection (1) is also specified for the purposes of Case A.
(3) In relation to an offence specified in subsection (1) or (2), the following offences are also specified for the purposes of Case A—
(a) an offence of attempt, conspiracy or incitement to commit the offence;
(b) an offence of aiding, abetting, counselling or procuring the commission of the offence;
(c) an offence under Part 2 of the Serious Crime Act 2007 (encouraging or assisting) in relation to the offence.
(4) The Secretary of State may amend this section by regulations to add or remove an offence.
179 Disqualification: pre-commencement events etc.
(1) Case A—
(a) applies whether the conviction occurred before or after the commencement of section 178(1) or section 178A or any amendment of that section , but
(b) does not apply in relation to any conviction which is a spent conviction for the purposes of the Rehabilitation of Offenders Act 1974.
(2) Case B applies whether the making bankrupt or the sequestration or the making of a bankruptcy restrictions order or an interim order occurred before or after the commencement of section 178(1).
(3) Case C applies whether the composition or arrangement was made, or the trust deed was granted, before or after the commencement of section 178(1).
(4) Cases D to F apply in relation to orders made and removals effected before or after the commencement of section 178(1).
(5) In Case D—
(a) “the Commissioners” means the Charity Commissioners for England and Wales, and
(b) “relevant earlier enactment” means—
(i) section 18(2)(i) of the Charities Act 1993 (power to act for protection of charities),
(ii) section 20(1A)(i) of the Charities Act 1960, or
(iii) section 20(1)(i) of the 1960 Act (as in force before the commencement of section 8 of the Charities Act 1992).
(6) In Case E, “the relevant earlier legislation” means section 7 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (powers of Court of Session to deal with management of charities).
(7) Case H does not apply in relation to a finding of contempt which, if it had been a conviction for which P was dealt with in the same way, would be a spent conviction for the purposes of the Rehabilitation of Offenders Act 1974.
180 Disqualification: exceptions in relation to charitable companies
(1) Where (apart from this subsection) a person (“P”) is disqualified under Case B or G from being a charity trustee or trustee for a charitable company or a CIO, P is not so disqualified if leave has been granted under section 11 of the Company Directors Disqualification Act 1986 (undischarged bankrupts) for P to act as director of the company or charity trustee of the CIO (as the case may be).
(2) Similarly, a person (“P”) is not disqualified under Case F from being a charity trustee or trustee for a charitable company or a CIO if, in a case set out in the first column of the table, leave has been granted as mentioned in the second column for P to act as director of the company or charity trustee of the CIO (as the case may be)—
P is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986. | Leave has been granted for the purposes of section 1(1)(a) or 1A(1)(a) of the 1986 Act.
P is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I.4)). | Leave has been granted by the High Court in Northern Ireland.
P is subject to an order under section 429(2) of the Insolvency Act 1986. | Leave has been granted by the court which made the order.
(1) This section applies where a person (“P') is disqualified under section 178(1).
(2) The Commission may, if P makes an application under this subsection, waive P's disqualification—
(a) generally, or
(b) in relation to a particular charity or a particular class of charities.
(2A) A waiver under subsection (2)—
(a) may relate to the whole of P's disqualification or only to disqualification under section 178(3);
(b) in relation to disqualification under section 178(3) may relate to a particular office or employment or to any office or employment of a particular description.
(3) If—
(a) P is disqualified under Case D , E or I and makes an application under subsection (2) 5 years or more after the date on which the disqualification took effect, and
(b) the Commission is not prevented from granting the application by subsection (5),
the Commission must grant the application unless satisfied that, because of any special circumstances, it should be refused.
(4) Any waiver under subsection (2) must be notified in writing to P.
(5) No waiver may be granted under subsection (2) in relation to any charitable company or CIO if—
(a) P is for the time being prohibited from acting as director of the company or charity trustee of the CIO (as the case may be), by virtue of—
(i) a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986, or
(ii) a provision of the 1986 Act mentioned in subsection (6), and
(b) leave has not been granted for P to act as director of any company or charity trustee of any CIO.
(6) The provisions of the 1986 Act are—
section 11(1) (undischarged bankrupts);
section 12(2) (failure to pay under county court administration order);
section 12A (Northern Irish disqualification orders);
section 12B (Northern Irish disqualification undertakings).
(1) The Commission may by order disqualify a person from being a charity trustee or trustee for a charity.
(2) The order may disqualify a person—
(a) in relation to all charities, or
(b) in relation to such charities or classes of charity as may be specified or described in the order.
(3) While a person is disqualified by virtue of an order under this section in relation to a charity, the person is also disqualified, subject to subsection (5), from holding an office or employment in the charity with senior management functions.
(4) A function of an office or employment held by a person (“A”) is a senior management function if—
(a) it relates to the management of the charity, and A is not responsible for it to another officer or employee (other than a charity trustee or trustee for the charity), or
(b) it involves control over money and the only officer or employee (other than a charity trustee or trustee for the charity) to whom A is responsible for it is a person with senior management functions other than ones involving control over money.
(5) An order under this section may provide for subsection (3) not to apply—
(a) generally, or
(b) in relation to a particular office or employment or to any office or employment of a particular description.
(6) The Commission may make an order disqualifying a person under this section only if it is satisfied that—
(a) one or more of the conditions listed in subsection (7) are met in relation to the person,
(b) the person is unfit to be a charity trustee or trustee for a charity (either generally or in relation to the charities or classes of charity specified or described in the order), and
(c) making the order is desirable in the public interest in order to protect public trust and confidence in charities generally or in the charities or classes of charity specified or described in the order.
(7) These are the conditions—
A | that the person has been cautioned for a disqualifying offence against a charity or involving the administration of a charity.
B | that— under the law of a country or territory outside the United Kingdom the person has been convicted in respect of an offence against a charity or involving the administration of a charity, and the act which constituted the offence would have constituted a disqualifying offence if it had been done in any part of the United Kingdom.
C | that the person has been found by Her Majesty's Revenue and Customs not to be a fit and proper person to be a manager of a body or trust, for the purposes of paragraph 4 of Schedule 6 to the Finance Act 2010 (definition of charity for tax purposes), and the finding has not been overturned.
D | that the person was a trustee, charity trustee, officer, agent or employee of a charity at a time when there was misconduct or mismanagement in the administration of the charity, and— the person was responsible for the misconduct or mismanagement, the person knew of the misconduct or mismanagement and failed to take any reasonable step to oppose it, or the person's conduct contributed to or facilitated the misconduct or mismanagement.
E | that the person was an officer or employee of a body corporate at a time when the body was a trustee or charity trustee for a charity and when there was misconduct or mismanagement by it in the administration of the charity, and— the person was responsible for the misconduct or mismanagement, the person knew of the misconduct or mismanagement and failed to take any reasonable step to oppose it, or the person's conduct contributed to or facilitated the misconduct or mismanagement.
F | that any other past or continuing conduct by the person, whether or not in relation to a charity, is damaging or likely to be damaging to public trust and confidence in charities generally or in the charities or classes of charity specified or described in the order.
(8) The Secretary of State may amend this section by regulations to add or remove a condition.
(9) In this section “ disqualifying offence ” means an offence within Case A in section 178(1).
(10) Conditions A and B apply whether the caution or conviction occurred before or after the commencement of this section.
(11) Condition B does not apply in relation to a conviction which is spent under the law of the country or territory concerned.
(12) For the purposes of condition B—
(a) an act punishable under the law of a country or territory outside the United Kingdom constitutes an offence under that law, however it is described in that law, and
(b) “ charity ” means an institution that is a charity under the law of any part of the United Kingdom or that is established under the law of another country or territory principally for charitable, benevolent or philanthropic purposes.
181B Duration of disqualification, and suspension pending disqualification
(1) An order under section 181A must specify the period for which the person is disqualified.
(2) The period—
(a) must be not more than 15 years beginning with the day on which the order takes effect, and
(b) must be proportionate, having regard in particular to the time when a conviction becomes spent or, where condition B applies, would become spent if it were a conviction for the relevant disqualifying offence, and to circumstances in which the Commission may or must grant a waiver under section 181 where a person is disqualified under section 178.
(3) An order takes effect—
(a) at the end of the time specified by Tribunal Procedure Rules for starting proceedings for an appeal against the order, if no proceedings are started within that time, or
(b) (subject to the decision on the appeal) when any proceedings started within that time are withdrawn or finally determined.
(4) The Commission may by order suspend a person from being a charity trustee or trustee for a charity if it has given notice under section 181C(1)(a) of its proposal to make an order under section 181A in respect of the person.
(5) The Commission may not make an order under subsection (4) so as to suspend a person for a period of more than 12 months, but at any time before the expiry of an order the Commission may extend or further extend the suspension by a further order under that subsection, provided that—
(a) the order does not extend the suspension for a period of more than 12 months, and
(b) the total period of suspension is not more than 2 years.
(6) An order under subsection (4) ceases to have effect—
(a) if the Commission notifies the person that it will not proceed with its proposal, on the notification being given;
(b) if the Commission makes the order under section 181A, on the order taking effect;
or, if earlier, at the end of the period specified in accordance with subsection (5).
(7) The Commission must review any order under subsection (4), at such intervals as it thinks fit.
(8) If on a review it appears to the Commission that it would be appropriate to discharge an order under subsection (4) in whole or in part, the Commission must do so (whether subject to any savings or other transitional provisions or not).
(9) An order under subsection (4) made in the case of any person (“P”) may make provision, as respects the period of P's suspension, for matters arising out of it, and in particular—
(a) for enabling any person to execute any instrument in P's name or otherwise act for P, and
(b) in the case of a charity trustee, for adjusting any rules governing the proceedings of the charity trustees to take account of the reduction in the number capable of acting.
This does not affect the generality of section 337(1) and (2).
(10) While an order under subsection (4) is in force suspending a person from being a charity trustee or trustee for a charity, the person must not take up any appointment as a charity trustee or trustee for any other charity without the written approval of the Commission.
(1) Before making an order in respect of a person under section 181A without the person's consent the Commission must—
(a) give the person not less than one month's notice of its proposals, and
(b) invite representations to be made to it within a period specified in the notice.
(2) Before making an order under section 181A in respect of a person who the Commission knows or believes to be a charity trustee or trustee for a charity, the Commission must also—
(a) give notice of its proposals to each of the charity trustees of the charity in question;
(b) comply with the publicity requirement, unless the Commission is satisfied that for any reason compliance with the requirement is unnecessary.
(3) The publicity requirement is that the Commission must give public notice of its proposals, inviting representations to be made to it within a period specified in the notice.
(4) The time when any such notice is given is to be decided by the Commission.
(5) Any notice of any proposals which is to be given under this section is to contain such particulars of the proposals, or such directions for obtaining information about them, as the Commission thinks sufficient and appropriate.
(6) Where the Commission gives notice of any proposals under this section—
(a) it must take into account any representations made to it within the period specified in the notice, and
(b) it may (without further notice) proceed with the proposals either without modifications or with such modifications as it thinks desirable;
but a notice under subsection (2)(a) need not specify a period for the purposes of paragraph (a) if the charity came to the Commission's knowledge or belief after the expiry of the period specified for the purposes of subsection (1)(b).
(7) A notice under subsection (1) or (2)(a)—
(a) may be given by post, and
(b) if given by post, may be addressed to the recipient's last known address in the United Kingdom.
(8) A notice under subsection (2)(b) is to be given in such manner as the Commission thinks sufficient and appropriate.
(9) Where the Commission makes an order under section 181A in respect of a person it knows or believes to be a charity trustee or trustee for a charity it must (as well as serving it on that person) send a copy of the order and a statement of the Commission's reasons for making it—
(a) to the charity in question (if a body corporate), or
(b) (if not) to each of the charity trustees of the charity in question.
(10) Nothing in this section requires the Commission to give notice, or send a document, to a person who cannot be found or has no known address in the United Kingdom.
(11) Any documents required to be sent to a person under this section may be sent to, or otherwise served on, the person in the same way as an order made by the Commission under this Act could be served on the person in accordance with section 339.
181D Disqualification orders: variation and revocation
A person in respect of whom an order under section 181A is in force may at any time apply to the Commission for an order varying or discharging that order.
(1) For the purposes of sections 178 to 181A the Commission must keep, in such manner as it thinks fit, a register of the following.
(1A) The register must include all persons who have been removed from office as mentioned in Case D—
(a) by an order of the Commission or the Commissioners made before or after the commencement of section 178(1), or
(b) by an order of the High Court made after the commencement of section 45(1) of the Charities Act 1992;
and, where any person is so removed from office by an order of the High Court, the court must notify the Commission of the person's removal.
(1B) The register must include all persons who have been disqualified by an order of the Commission under section 181A.
(1C) The register must include all persons who have been removed from office by an order of the Commission under section 79A (removal of disqualified trustee).
(2) The entries in the register kept under subsection (1) must be available for public inspection in legible form at all reasonable times.
(3) In this section “the Commissioners” means the Charity Commissioners for England and Wales.