4.3e AGENDA ITEM NO •._ __ THE UNIVERSITY OF BRITISH COLUMBIA FOR INFORMATION ONLY FORWARDED TO: BOARD OF GOVERNORS ON RECOMMENDATION OF PRESIDENT STEPHEN J. TOOPE APPROVED FOR SUBMISSION: DATE PRESENTED BY: Operatio~ Pierre Ouillet, Vice President, Finance, Resources & Barbara Miles, Vice Preside9-f, Deve~p~ent & Alumni Engag Ian Burgess, Comptroller ~ Q DATE OF MEETING: November 22, 2011 SUBJECT: The University of British Columbia Foundation Financial Statements March 31, 2011 DECISION REQUESTED: For information only EXECUTIVE SUMMARY: The Board of Directors of the UBC Foundation (the Foundation) has approved the audited financial statements for the year ended March 31, 2011. The financial statements were prepared by the University and have been audited by KPMG LLP. The Foundation Financial Statements are included in the University's Consolidated Financial Statements. ATTACHMENTS: 1. The University of British Columbia Foundation Financial Statements Backgrounder 2. The University of British Columbia Foundation Financial Statements March 31, 2011 Attachment 1 THE UNIVERSITY OF BRITISH COLUMBIA BOARD OF GOVERNORS mNANCIALSTATEMENTBACKGROUNDER Financial Statements for: The University of British Columbia Foundation Fiscal Years Ended: March 31, 2011 Membership/Shareholders: The Minister of Finance and Corporate Relations, Province of British Columbia Board of Directors: C. Warren, Chairman M. Bentley J. Pau Douglas H. Mitchell Officers: vacant, President vacant, Vice-President I. Burgess, Treasurer B. Miles, Secretary Legal Counsel: R. Carrothers Relationship to the University: The Foundation was established as a corporation in 1987 under the University Foundations Act. Its purpose is to develop public awareness of the University of British Columbia, and to encourage financial support for the University and its programs. The Foundation is designated under the Act as an agent of the Crown in right of the Province of British Columbia. University Responsibility: The University maintains the accounting records and manages the day-to-day operations of the Foundation. Current Status: No Change. THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION FINANCIAL STATEMENTS MARCH 31, 2011 Page Statement of Management Responsibility 1 Auditor's Report 2 Statement of Financial Position 3 Statement of Operations and Changes in Net Assets 4 Statement of Cash Flows 5 Notes to Financial Statements 6 I• THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION STATEMENT OF MANAGEMENT RESPONSIBILITY MARCH 31, 2011 The University of British Columbia Foundation (the Foundation) is responsible for the preparation of the financial statements and has prepared them based on Canadian generally accepted accounting principles for not-for-profit organizations. The financial statements present fairly the financial position of the Foundation as at March 31, 2011, and the results of its operations and the changes in its financial position for the year then ended. In fulfilling its responsibilities and recognizing the limits inherent in all systems, the Foundation has developed and maintains a system of internal control designed to provide reasonable assurance that Foundation assets are safeguarded from loss and that the accounting records are a reliable basis for the preparation of financial statements. The Foundation Board carries out its responsibility for review of the financial statements principally through the officers of the Foundation. The officers of the Foundation meet with management and the external auditors to discuss the results of audit examinations and financial reporting matters. The external auditors have full access to the officers of the Foundation, with and without the presence of management. The financial statements for the year ended March 31, 2011 have been reported on by KPMG LLP. the auditor appointed by the Foundation Board Members. The Auditor's Report outlines the scope of his examination and provides his opinion on the fairness of presentation of the information in the financial statements. s~ Barbara Miles Secretary Treasurer 1 KPMGUP Chartered Accountants Metrotower II Suite 2400 - 4720 Kingsway Burnaby BC V5H 4N2 Canada Telephone (604) 527-3600 Fax (604) 527-3636 Internet www.kpmg.ca INDEPENDENT AUDITORS' REPORT To the Members of the Board of the University of British Columbia Foundation We have audited the accompanying financial statements of The University of British Columbia Foundation, which comprise the statement of financial position as at March 31, 2011, the statements of operations, changes in net assets and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opm1on on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of The University of British Columbia Foundation as at March 31, 2011 and its results of operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles. Chartered Accountants September 16, 2011 Burnaby, Canada KPMG LLP. a Caudian Iunited liabilily par1Del'lhip and a member form of the KPMG network of indepeodent member firms affiliated wilb KPMG International. a Swiss c:oopcmive, KPMG Cllllda proVIdes services 10 KPMG LLP, THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION STATEMENT OF FINANCIAL POSITION AS AT MARCH 31 2010 201"1 ASSETS Current assets: Cash Accounts receivable $ 313,268 615961335 619091603 $ 129,333 616201108 6z7491441 Investments Charitable remainder trust Investments Rick Hansen Trust (Note 3) (Note4) (Note 8) 4,313,044 113,594,616 2814631564 14613711224 4,375,121 69,066,713 271521 1432 100,9631266 Cspltal assets (Note 5) 115001000 154,780,827 115001000 109,212,707 Total assets $ $ LIABILITIES & NEI ASSETS Current liabilities: Accounts payable Due to the University of British Columbia (Note 6) 13,500 61901 1168 6,914,668 Net assets: Share capital (Note 7) 100 100 28,463,564 113,425,000 115001ooo 143,388,564 27,521,432 68,900,000 115001000 97,921,432 414n1495 415341336 102.455z168 Endowment Rick Hansen Trust Peter Wall Endowment Kay Earle Endowment $ (Note 8) (Notes 4 and 9) (Note 10) General purpose Total net assets 14718661059 TotalllabDitles and net assets $ .._ (See accompanying notes to the financial statements) 1?:~ ~~ ~ L $ ~ 3 154,780,827 $ 13,500 •6z743.339 6,756,839 109,212,707 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEAR ENDED MARCH 31 Endowment Rick Hansen Peter Wall Endowment Trust INote 8) INote 9) General Purpose Revenue: $ Donations Investment income (loss) Transfer from the University of British Columbia (Note 12) Expenses: Grants to the University of British Columbia Grants to the Peter Wall Institute Grants to the Rick Hansen Institute Professional fees 22,438 $ 2,561,319 14,984 1,518,976 2,583,757 1,560,833 1,134,118 - - - 507,507 - 14,984 Excess (Deficiency) of revenue over expenses Net assets, beginning of year Net assets, end of year 1,560,653 $ (56,661) $ - - 52,650,000 8,125,000 - 1,641,625 8,125,000 (56,841) 942,132 44,525,000 4,534,336 27,521,432 68,900,000 - ~- 28,463,564 $ (See accompanying notes to the financial statements) 4 $ 52,650,000 1,575,817 4,4?I,495 $ Kay Earle Endowment INote 10) 113,425,000 $ - $ Total Total 2011 ru! 1,583,091 $ 55,205,929 2,776,856 34,665,946 51,271 14,984 56,804,004 44,174 37,4861976 51,271 2,746,222 2,815,712 8,125,000 8,199,817 507,507 14,984 414,698 18,983 11,393,713 11,449,210 45,410,291 26,037,766 1,500,000 102,455,768 76,418,002 _1,50Q,OQQ_ $ 147,866,059 $ 102,455,768 51,271 - 51,271 - THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31 Cash provided from (used for): Operating activities: Excess of revenue over expenses $ 45,410,291 $ Add: non-cash items Fair value adjustment on held-for-trading investments (46,103,133) Capital assets donated (2,904) (Increase) I decrease in cash surrender value of life insurance policies -----lo:=~ 26,037,766 (26, 173,862) (1 ,500,000) 11,736 (695,746) (1,624,360) 23,773 157,829 (5,586,424) 1,500 5,709,990 181,602 125,066 Investing activities Change in Rick Hansen Trust investments 698,079 1,251,538 Decrease in cash 183,935 (247,756) Cash, beginning of year 129,333 377,089 Changes in: Accounts receivable Accounts payable Due to the University of British Columbia $========== Cash, end of year 313,268 (See accompanying notes to the financial statements) 5 $ 129,333 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2011 1. Operations The Foundation was established as a corporation in 1987 under the University Foundations Act. Its purpose is to develop public awareness of The University of British Columbia (the University), and to encourage financial support for the University and its programs. The Foundation is designated under the Act as an agent of the Crown in right of the Province • of British Columbia. 2. Significant Accounting Policies These financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles. a) Fund Accounting Fund accounting procedures are used in order to organize restrictions placed on the use of resources by donors or the Board of the Foundation. Separate accounts are maintained for each fund to facilitate observance of these restrictions. There are four types of funds within the Foundation: General Purpose, Peter Wall Endowment, Rick Hansen Trust, and Kay Earle Endowment. General Purpose Fund This fund reports all unrestricted revenue and restricted contribution for which no corresponding restricted fund is presented. The fund balance represents net assets that are not subject to externally imposed restrictions. Peter Wall Endowment The use of capital and income arising from the Peter Wall Endowment is restricted by the terms of the Deed of Trust establishing the Endowment. These terms also impose restrictions on the ability of the Foundation to transfer or otherwise deal in the shares held in Wall Financial Corporation. Rick Hansen Trust Income and endowment from the Rick Hansen Trust are used exclusively for the benefit of the Rick Hansen Institute at the University of British Columbia. Kay Earle Endowment The capital and income arising from the Kay Earle Endowment is restricted by the terms of the Testamentary Trust establishing the Endowment. These terms also impose restrictions on the ability of the Foundation to transfer the donated residential property. b) Revenue Recognition The Foundation follows the restricted fund method of accounting for contributions which includes donations. Unrestricted contributions including general donations are recognized in the General Purpose Fund when received or when receivable if the amount to be received can be reasonably estimated and collection is reasonably assured. Restricted contributions including donations to the Peter Wall Endowment and Rick Hansen Trust are recognized as revenue in these funds when they are receivable by the Foundation. Restricted contributions for which there is no corresponding 6 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2011 restricted fund is recognized in the General Purpose Fund in accordance with the deferral method when receivable by the Foundation. Donations arising from bequests are recognized at the time the assets are distributed to the Foundation by the Executor. c) Capital Assets Donated capital assets from unrelated parties to the Foundation are recorded at fair value at the date of contribution. Land is not amortized as it is deemed to have an unlimited useful life. d) Charitable Remainder Trust Charitable remainder trust donations are recognized at the time the trust agreement is executed. The gifts' fair values are determined by discounting the market value of the trusts to current dollars using an appropriate market rate. e) Gifts-in-kind Gifts-in-kind include premiums paid on life insurance policies, artifacts, and other gifts-in-kinds, and are not recorded In the financial statements. f) Investment Income Investment income includes interest, capital gains and tosses, dividends as declared and fair value adjustment of investments classified as held-for-trading (HFT). Investment income is recorded on an accrual basis. g) Financiallnstruments Financial instruments are classified as loans and receivables, HFT, or other financial liabilities. All financial instruments are recognized at fair value on Initial recognition. Subsequent to initial recognition, financial assets classified or designated as HFT are recorded at fair value. Gains and losses realized on disposal, unrealized gains and losses from market fluctuations and other investment income are reported in the Statement of Operations. The Foundation's financial Instruments include cash, accounts receivable, charitable remainder trusts, investments, Rick Hansen Trust, accounts payable, and due to the University of British Columbia. The Foundation classifies its accounts receivable as loans and receivables, all other financial assets as HFT and all of its financial liabilities as other liabilities. Not-for-profit organizations may elect to continue to apply CICA Handbook Section 3861, Financial Instruments - Disclosure and Presentation in place of CICA Handbook Sections 3862, Financial Instruments - Disclosure, and 3863, Financial Instruments - Presentation. The Foundation has elected to continue to apply the financial instrument disclosure and presentation standards in accordance with CJCA Handbook Section 3861. 7 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 h) Use of Estimates The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Significant areas requiring use of management estimates relate to valuation of financial instruments and provisions for contingencies. Actual results could differ from these estimates. i) Future Accounting and Reporting Changes Effective April 1, 2012, the Foundation, a government not-for-profit organization, will adopt Public Sector Accounting Standards (PSAB). The Foundation is currently reviewing the impact of this change on its financial statements. 3. Charitable Remainder Trust The Foundation has been named as beneficiary of the following: 2011 Charitable Remainder Trust 4.313,044 $ 2010 $ ==4= ,37=5= .1.;;,21= The trust holds three shares of Tempo Construction Limited (Tempo). The donor and the Foundation entered into an agreement for the future purchase and sale of these Tempo shares. The purchase price for these Tempo shares will be the lesser of $5,000,000 or the amount received under the $5,000,000 Life Insurance Policy. The fair value of the trust is determined by discounting the value of the Life Insurance Policy to current dollars using an appropriate market rate. 4. Investments The Foundation held the following investments: 2011 Wall Financial Corporation (Note 9) Life Insurance Policies (Note 11 ) $ $ 113.425.000 169.616 113,594,616 2010 $ $ 68.900 ,000 166.713 69,066.713 a) The Foundation holds beneficial ownership to 6.5 million common shares of Wall Financial Corporation (WFC), which amounts to 19.60% (2010- 19.60%) ownership of WFC. The Foundation does not control nor has significant influence over WFC. b) The Foundation is named as the beneficiary of various life insurance policies. 8 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 5. Capital Assets In 2010, the Foundation received a gift of residential property (Note 10). The fair value of the property was $1.5 million at the date of contribution, all of which has been allocated to the land, based on appraisal of the property at the time of contribution. 2010 2011 $ Land 1,500,000 $ ==1= ,50=0= ,0=00== 6. Due to University of British Columbia The amount payable to the University of British Columbia arises from donations and dividends received and granted to the University that have not been paid as at fiscal year end. The amount payable is unsecured, non-interest-bearing and has no fixed terms of repayment. 7. Share Capital Authorized and outstanding 1 common share with a par value of $1 00 2010 2011 Issued 1 Common share $ 100 $ 100 8. Rick Hansen Trust (RHT) RHT was established in December 1996 by Rick Hansen and the Rick Hansen Man in Motion Foundation, with an initial capital contribution of $100. RHT was established for the purposes of initiating, establishing, operating, and funding the Rick Hansen Institute at the University of British Columbia. The Foundation has been appointed as trustee of the RHT. The following endowments constitute the RHT: • • • • • • • • Rick Hansen Man in Motion Endowment Fund, held at the Vancouver Foundation. Disability Resource Centre Endowment Fund, held at the University of British Columbia and at the Vancouver Foundation. Rick Hansen National Fellow Program Endowment Fund, held at the University of British Columbia. Rick Hansen Institute Spinal Cord Research Endowment Fund, established in August 1999. B. C. Neurotrauma Fund Professorship Endowment Fund, established in August 1999. Chair in Spinal Cord Rehabilitation Endowment Fund, established in June 2002. Cordu/a and Gunter Paetzold Chair, established in June 2002. BC Leadership Chair in Spinal Cord Research Endowment Fum;J, established in June 2002. 9 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 The market value of the Rick Hansen Trust investments at March 31, 2011 is $28,463,564 (201 0 - $27,521 ,432), including $7,800,621 (201 0 - $7,489,191) at the Vancouver Foundation. Rick Hansen Trust Investments of $20,662,943 (201 0 - $20,032,241) are pooled and invested together with the University's investments. The capital of the Rick Hansen Man in Motion Fund, a portion of the capital of the BC Leadership Chair in Spinal Cord and a portion of the capital of the Disability Resource Centre Endowment Fund and any additions are administered, invested and managed by the Vancouver Foundation. The Foundation has complete discretion to transfer the capital of the fund from Vancouver Foundation to the Foundation as long as the portion removed shall not exceed a maximum of 25% of the fund in any one quarter. 9. Peter Wall Endowment In 1992, the Foundation received a major donation totaling $15.4 million from Mr. Peter Wall and the Peter Wall Charitable Foundation. The donation included cash, a rental property which has since been sold, and beneficial ownership of 6.5 million common shares of Wall Financial Corporation, a publicly traded company. The donation established the Peter Wall Endowment for the purpose of funding the Peter Wall Institute for Advanced Studies at the University. The Peter Wall Endowment is governed and managed by a Board of up to five trustees. The Foundation is represented on this Board by one member, the Chairman of the USC Foundation. The combined representatives of the University and the Foundation together comprise the majority of this Board. 10. Kay Earle Endowment In 2010, the Foundation received a gift of residential property valued at $1.5 million from Ms. Kathleen F. Earle and established the Kay Earle Endowment. The Foundation agreed to hold this property for a fifteen-year period from the date of gift. Net rental proceeds will be used to maintain the property and any excess will be used to support research projects. When the property is sold after the fifteen-year period, the net proceeds are to be maintained in perpetuity. Income earned on the proceeds is to be used to support research projects. 11. Life Insurance Policies The Foundation has been assigned beneficial ownership of various life insurance policies. The contracts have face value amounts totaling $1.1 million (2010- $1.1 million). Annual premiums are payable by the donors who have made the assignments. Tax receipts in an amount totaling $21,576 (2010- $43,250) have been issued to various donors by the Foundation representing the current fiscal year's premium amounts paid. The value included in investments represents the fair value being the cash surrender value of the existing policies. 10 THE UNIVERSITY OF BRITISH COLUMBIA FOUNDATION NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2011 12. Related Party The University of British Columbia is a related party to the Foundation. Related party transactions for the 2011 fiscal year include funding of $11 ,378, 729 (201 0 - $11 ,430,227) provided to the University, and a transfer of $14,984 from the University. 13. Capital Disclosures The Foundation receives its principal source of capital through donations, investment income and contributions from the University. The Foundation defines capital to be net assets. The Foundation's objective when managing capital is to develop public awareness and encourage financial support for the University. The Foundation has complied with the external restrictions on the funding provided. I1