The North of England Zoological Society – Annual Report and Financial Statements 2021
OUR CORPORATE STRUCTURE Who is NEZS? The North of England Zoological Society (“the Society”) is a registered charity (No. 306077) and a company limited by guarantee (No. 00287902), regulated by its Memorandum and Articles of Association. Its principal and registered office is Cedar House, Chester Zoo, Caughall Road, Upton, Chester CH2 1LH.
What does NEZS do? The Society, which owns and operates Chester Zoo, also wholly owns a trading subsidiary company, Chester Zoo Enterprises Limited, registered in England with company number 02669535, whose taxable profits are distributed to the Society via Gift Aid.
Other NEZS subsidiaries The Society also has two dormant subsidiaries – Chester Zoo Foundation Nigeria (“CZFN”), an unlimited company (registered in England with company number 08904330) which is a wholly owned subsidiary of Chester Zoo (Nigeria) Limited (“CZNL”), a limited company (registered in England, No. 08374657) and a wholly owned subsidiary of the Society. Both CZNL and CZFN had originally been established to facilitate the Society’s conservation activities in Nigeria.
NEZS’ pension arrangements The Society is also the sole member of the North of England Zoological Society Pension Trustee Company Limited, a company limited by guarantee (registered in England with company number 09173532), which provides governance of the Society’s defined benefit pension scheme.
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Acting as guardians of the Society’s assets, both tangible and intangible, taking all due care over their security, deployment and proper application
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Ensuring that the Society’s governance is of the highest possible standard.
The Board of Trustees delegate the day-to-day management of the Society’s activities and the implementation of the strategic plan to the Executive Director team, led by the Chief Executive Officer. Trustees act on advice and information provided by the Executive Director team and, where appropriate, take independent external professional advice. The number of Trustees shall be not less than three and not more than 16, of whom not more than 13 shall be Elected Trustees and not more than three shall be Co-opted Trustees. Elected Trustees, who must be members of the Society, are elected by the members at the Annual General Meeting to serve for a maximum of six years. Co-opted Trustees are co-opted by the Trustees and may serve for up to 15 months from being appointed. The Trustees hold at least six formal meetings each year, together with an Annual General Meeting. The Chair and Vice Chair are elected by the Trustees from their current membership, for a period not exceeding three years before re-election for a maximum of one further term not exceeding three years. They are not required to retire as Trustees in accordance with the six-year maximum in this circumstance. The Board of Trustees, all of whom had been elected by the membership, at the date of this report and serving during the year, were: Malcolm Ardron – Chair...................... (joined 24/11/06)
Trustees and executive directors
William Beale......................................... (joined 6/2/15)
The Board of Trustees, as a body of charity Trustees and as directors for the purposes of company law, have responsibility for the activities of the Society.
Jen Carter.............................................(joined 25/6/19)
The Trustees manage the business of the Society and hold the Society “in trust” for current and future beneficiaries by:
Penny Coates – Vice Chair.................. (joined 27/6/17)
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Professor Richard Griffiths................... (joined 6/11/15)
David Chinn...................................................(joined 17/9/20) Edwin Christmas..................................(joined 27/6/17)
Ensuring that the Society has a clear mission and strategic direction, in line with the charitable objectives, and is focused on achieving these
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Being responsible for the performance of the Society, its employees and its culture
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Ensuring that the Society complies with legal and regulatory requirements
Sandra Donnelly.................................... (joined 8/9/15) Professor David MacDonald.................. (joined 2/3/18) Lee Rawlinson......................................(joined 25/6/19) Bruce Ursell.....................................................(joined 8/6/10) Simon Venables...................................(joined 24/6/14) The role of Company Secretary is undertaken by Aarco Services Limited, represented by Nick Clarke.
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