EDINBURGH INTERNATIONAL FILM FESTIVAL LIMITED
A Charity Registered in Scotland – SC053218
Founded in 1947 as the International Festival of Documentary Films, Edinburgh International Film Festival (“EIFF”) is the world’s oldest continually running film festival.
Most recently EIFF existed under the management and control of the Centre for the Moving Image (“CMI”), an entity established from a merger between the then Filmhouse Edinburgh and the Edinburgh International Film Festival in 2010. This organisation and EIFF was dismantled in October 2022 when the CMI went into administration.
In August 2023 an emergency edition of EIFF was delivered under the auspices of Edinburgh International Festival.
Meanwhile a new entity was established in July 2023 under the operating name Edinburgh Development Company Limited and under the governance of a new Board of Trustees becoming home to EIFF for the August 2024 edition and beyond.
In March 2024 the entity was recognised by the Scottish Charity Register and is now operating as a registered charity in Scotland under Edinburgh International Film Festival Limited.
This document contains the Financial Regulations as approved by the Board of Trustees for the Charity. The Financial Regulations apply to all financial business of EIFF.
The purpose of the Financial Regulations is to ensure the proper use of finances and resources that not only satisfy the internal controls expected by the Charity but are compliant with the legal or financial obligations of external authorities, such as Government Statutes and Ordinances, Her Majesty’s Revenue and Customs (“HMRC”) and the Scottish Charity Regulator (“OSCR”).
Compliance with the Financial Regulations is compulsory for all employees or persons connected with the EIFF. Any employee or person connected to EIFF who fails to comply with the Financial Regulations may be subject to disciplinary action.
The CEO/Senior Management are responsible for ensuring the effective, efficient and economical use of resources allocated to their cost centre and for establishing that all staff members of their department are made aware of the existence and content of EIFF’s Financial Regulations. It is important that in any cases of doubt, advice is sought from the CEO.
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LEGAL STATUS
The Edinburgh International Film Festival is a company limited by guarantee without share capital (Company number SC776670) and registered as a charity in Scotland (Charity Number: SC053218).
It has existed since 23 July 2023 (previous trading name: Edinburgh Development Company Limited), and was granted status as a charity by the Scottish Charity Regulator (“OSCR”) March 2024.
The financial year end for the Charity is 31 March.
The Company has recently applied for VAT Status – [VAT number to be supplied here on receipt]
[Gift Aid status to follow]
Legal name of the Charity and registered office address is:
EDINBURGH INTERNATIONAL FILM FESTIVAL LIMITED
6 Logie Mill, Edinburgh, Lothian, Scotland, EH7 4HG
GOVERNANCE STRUCTURE
THE BOARD OF TRUSTEES
The Board of Trustees (the Board) is the Charity’s governing body, established in accordance with the Articles of Association. Members of the Board are the company directors and charity trustees. The Board is responsible for exercising the powers of the Charity as defined in the Articles of Association
The Board currently has one Standing Committee – the Finance Committee who will oversee particular matters relating to risk management, financial statements, annual reports, and governance.
The Board has adopted a Statement of Primary Responsibilities that is consistent with the UK Charity Governance Code. The Code outlines seven principles, including the importance of leadership, integrity, decision-making, risk and control, board effectiveness, diversity, and openness and accountability.
The Board has a Scheme of Delegation in place to record where authority rests within the operation and management of the Charity.
Information relating to the Edinburgh International Film Festival Limited’s Board Structure & Standing Committees can be found on the EIFF website.
TRUSTEE GENERAL MEETINGS & ORGANISATION SUPPORT
The Board of Trustees will be 4 times a year on: 01 June; 01 September; 01 December; 01 March.
Recognising the needs of a startup, from Year Zero through Year One the Chair & Vice Chair will operate an open door policy to provide immediate support to the CEO & Senior Management Team as/when required.
EXECUTIVE MANAGEMENT
The CEO is responsible for the executive management of the Charity, working through the Senior Management Team and supported by the Finance Committee.
An overview of the Charity’s Management Structure can be found below:
SCHEME OF DELEGATION
No such scheme can be absolutely comprehensive, but, in addition to explicitly locating the locus of authority for specific categories of decision, the scheme also forms a frame of reference through which questions about other types of decision may be resolved. Questions should be referred to the CEO or the Chair of the Board/Vice Chair
Note that the schedule purports only to identify responsibility for the final (‘ratification’) stage of decision-making, and not, for example, responsibility for formulating strategic, policy and business proposals, which typically lies with the CEO or individual members of the Senior Management Team.
FINANCIAL PLANNING & RESOURCE ALLOCATION
A Business Plan is prepared by the CEO and approved by the Board of Trustees every three years. Annual focused objectives are approved each year, and summarised as part of the EIFF’s Vision Objectives & Goals Statement (“VOG”).
The VOG sets out the immediate priorities over the next 12 months and the allocation of resources for the delivery of the Strategic Plan and its associated sub-plans.
SECTION 1 – BUDGET PLAN & SETTING
Budgets are approved annually by the CEO, within the parameters of the financial plan approved by the Board of Trustees, and as recommended by the Finance Committee.
In allocating resources, due weight is given to anticipated total expenditure for the current financial year together with aspirations for redirection of resources arising from the Charity’s Strategic Plan.
All resource allocation considerations should be made in the light of their effect on the Charity’s financial forecasts.
Annual budgets and forecasts are prepared in line with the financial year.
The CEO will be responsible for the preparation of, and will adhere to, the provisions of the Charity’s full and detailed annual budget, and shall seek board approval and/ sign off of the budget at the Trustee’s quarterly General Meeting as required.
Any changes or reallocations of the budget should be in line with the Procurement Policy outlined below.
Budget Holders Responsibilities
The CEO has the power to appoint Budget Holders. Budget Holders are responsible for the day-to-day management of the budgets they hold. They are accountable for such management to the CEO who has executive control over the relevant area of activity.
Budget Holders will normally be personally responsible for authorising expenditure against the budget (although authority may be delegated with the approval of the CEO for that budget area).
SECTION 2 – ACCOUNTS
The CEO will be responsible for overseeing the running and good management of all Accounts relating to the Charity, and will report to the Board of Trustees at all General Meetings the current status of the costs to date, current cash position and projected cashflow for the Charity.
The CEO will be responsible for any necessary reporting to regulators and or funders.
The CEO will be the main point of contact for the cost reporting to funders to satisfy the requirements of all funding / grant agreements made to date and in the future.
This will include observing the legal requirements and generating the necessary reporting to ensure the Charity obtains the balance of any funding due per agreement. The CEO will be responsible for ensuring all contracts or agreements pertaining to all sources of income are lodged with the Charity’s Accountants.
The Accountancy firm AH&CO Limited (the “Accountants”) has been approved and appointed by the Board of Trustees to manage the day to day accounts of the charity, and will work to the direction of the CEO.
The CEO will work with the Accountants to ensure the timely submission of all necessary information to HMRC or other necessary government body or organisation.
The CEO will ensure the Accountants are responsible for holding all original accounting records, and acknowledge these records must be retained for six years.
The CEO will be responsible for all financial compliance, auditing and reporting.
The CEO is charged with reporting any time sensitive issues or discrepancies relating to the Charity’s financial reporting to the Board of Trustees in writing as soon as the issue or discrepancy is identified. The Chair of the Board/Vice Chair will then seek to set an ad hoc General Meeting to resolve the issue.
Audits
The following audits take place during the financial year:
External Audit of the EIFF financial statements
The financial statements are subject to external audit annually for the preceding year- end 31 March – commencing from 2025. The audit usually takes place in November and the financial statements are approved and signed off at the December Board of Governors meeting. The financial statements include the Strategic report, Governance report, Income and Expenditure, balance sheet, cash flow, and all accompanying notes to the financial statements.
The financial statements are prepared by the Accountants and reviewed by the Finance CEO. The financial statements are usually provided to the OSCR in December each year and must be filed with Company House by the end of April.
SECTION 3 – FINANCIAL REPORTING
The CEO will meet with the Finance Committee ahead of all Trustee General Meetings in order to prepare the necessary financial reporting documentation.
The Trustees will be furnished with the following documentation from the CEO ahead of each of the Quarterly General Meetings.
- The Charity’s Annual Budget
- The Charity’s Current Cash Position
- The Charity’s Cash Flow Forecast
- (When relevant) Reports on all EIFF income streams: submissions; ticket sales; any agreed/pending Financing/Grants
From time to time the CEO may be requested to provide similar information to the Board of Trustees for internal review. Any such request must be made with seven days notice in writing from the Chair/Vice Chair to the CEO.
SECTION 4 – BANK ACCOUNTS
The Charity banks with Coutts & Co.
Coutts & Co | 440 Strand | London | WC2R 0QS
Appointed representative:
David Tompkins – senior associate, commercial banker – media banking office
ACCOUNT MANAGEMENT
All administration and/or changes to the bank accounts will require the oversight and sign off from Chair/Vice Chair & a member of the Finance Committee.
A list containing the names of all individuals with approvals and access to Coutts & Co online bank accounts is held by AH&CO Limited & records in the Board of Trustee records.
SECTION 5 – INCOME
INCOME
All matters pertaining to income shall be managed by the CEO in collaboration with AH&CO to ensure adherence to relevant VAT requirements and regulations.
All procedures relating to the receipt of income shall be determined by the CEO with all approaches being shared with the Board of Trustees.
DONATIONS POLICY
The CEO coordinates and reports on all philanthropic fundraising. This function is important and central to the Charity plan to significantly increase income from the private sector and therefore create a sustainable and growing fundraising culture to support the Charity’s vision.
The Charity’s Donations Policy can be found on the EIFF website.
ANTI-BRIBERY POLICY
The Bribery Act 2010 (“Act”) is a single comprehensive code in relation to Bribery and Corruption. The Act places responsibility on organisations as well as the individual. The Act has a wide geographical reach and potentially covers acts in any country in the world. The Act also covers the acts of agents, associates or other third parties acting on behalf of the organisation. The penalties are severe, with potentially unlimited fines and the possibility of imprisonment up to a maximum of 10 years for individuals, as well as unlimited fines for organisations.
Bribery can be defined as the receiving or offering of undue reward by or to any person whatsoever (whether in a public office, a private employee, colleague or representative of another organisation) in order to influence his/her/their behaviour and to incline them to act contrary to known rules of honesty and integrity. The bribe does not need to be paid or given to the actual person who is acting contrary to such rules of honesty and integrity.
The Act creates the following offences:
o Promising or offering a bribe;
o Requesting, agreeing to receive or accepting a bribe;
o Bribing a foreign public official; and
o A corporate offence of “failure to prevent bribery” by “persons associated” with an organisation.
The first three offences above may be committed by individuals or organisations, but the fourth offence can only be committed by an organisation
The Charity’s Anti-Bribery Policy can be found on the EIFF website.
RESTRICTED FUNDS
Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors or which have been raised by the charity for particular purposes.
Restricted funds are held separate to unrestricted funds, usually in a nominated bank account, and recorded in a balance sheet ledger code so they are easily identifiable. All correspondence with the donor and contracts are held on file with the Accountants to provide evidence of the total of the restricted fund and the restrictions as to how the fund can be used.
Sufficient resources are to be held in an appropriate form to enable each restricted fund to be applied in accordance with the restrictions. All interest earned on restricted funds is allocated to the appropriate fund.
SECTION 6 – DEBIT CARDS, CHEQUES, HANDLING CASH & BANK TRANSFERS
DEBIT CARDS
Should a debit card transaction be required in excess of £5,000 the CEO (or appointee) shall put the request in writing to the Chair/Vice Chair/Chair of the Finance Committee – with an Accounts representative and second Trustee on copy for reference. The Chair/Vice Chair/Chair of the Finance Committee will be required to provide written approval for the transaction to go ahead.
It is understood that all actions must be recorded in writing to ensure a paper trail is established for all large transactions.
Debit cards should only be used in exceptional circumstances and on approval of the CEO.
All actions should sit in line with the Procurement Policy.
CHEQUES
The charity will not utilise physical cheques to make any payments and will instead opt for all transactions to be made online by BACs.
Should any cheques be received by the Charity – the Charity’s Accountants (AH&CO) should be notified by email.
Providing the cheque can be accepted the CEO shall arrange immediate deposit to the Coutts & CO branch on George Street, Edinburgh.
HANDLING CASH
The CEO acknowledges that should any physical cash be received by the charity that its safe storage and handling will be in line with the charity’s insurance coverage.
Should Petty Cash be held on the premises the CEO shall again ensure safe storage and handling will be in line with the charity’s insurance coverage.
BANK TRANSFERS
An approval limit of £5,000 has been set for all online transactions.
All those with access to the Charity’s online banking facilities have ‘dual approval’ status on transactions up to a value of £5,000, excluding the charity’s Trustees.
Should the value of an individual transaction exceed £5,000 a Trustee will be required to sign off on the payment. In the event this is required, the CEO shall put a request in writing via email to the Chair/Vice Chair/Chair of the Finance Committee – with an Accounts representative and a second Trustee on email copy for reference.
It is understood that all actions must be recorded in writing to ensure a paper trail is established for all large transactions.
SECTION 7 – ORDERING & PAYMENT
PROCUREMENT POLICY
Procurement is the process whereby organisations acquire goods, services and works. The procurement process spans a life cycle from identification of the need, through the selection of suppliers, to post contract award management, including disposal. Effective procurement includes the delivery of value for money, appropriate quality and services to meet business needs, and appropriate governance.
All procurement within the Charity shall be carried out in accordance with legal requirements, and EIFF Policies and Procedures. It is the responsibility of the CEO to show that adequate policies, procedures and checks are in place to carry out that requirement and to demonstrate its effectiveness.
Procurement for the Charity (which includes the acquisition of all goods, works and services), must always be undertaken with the objective of securing value for money.
Scheme of delegation
All budget holders have approval limits up to which they may contract without need for secondary approval (usually up to £5,000).
Where a contract, either per annum or cumulatively over the life of the contract, exceeds the budget holder’s approval limit, the approval thresholds below come into effect, in line with the Charity’s Scheme of Delegation set out below:
Budget Holder with CEO Approval
EIFF Board Chair /Vice Chair Approval
EIFF Board Approval
Budgeted Expenditure
Up to £5,000
£5,001 to £10,000
£10,001 & above
Unbudgeted
Expenditure
Up to £2,500
£2,501 to £5,000
£5,001 & above
Procedure
It is the responsibility of Budget Holders to ensure that procurement requirements are complied with. Cases for departure from the Procurement Policy via a Single Tender Action requires the prior approval of the CEO and requests for such departure must be submitted in advance to allow sufficient time for review before the event.
Key requirements when procuring goods or services, and in particular where in excess of approvals limits set out in the Charity’s Scheme of Delegation, are: –
- Normally a minimum of three quotes
- Confirmation that the proposed contractor meets the requirements of the specification
- Confirmation why a proposed contractor or provider represents best value (Value for Money)
- Written recommendation of approval by a member of the CEO
- Written approval by the Chair/Vice Chair in line with Scheme of Delegation
Any agreement or contract with a supplier for the provision of goods, works or services that requires a signature on behalf of the Charity in excess of the signing authority level under the Scheme of delegation must be sent to the CEO & Chair/Vice Chair for review and approval. Other EIFF staff are not permitted to sign such agreements or contracts in the absence of such approval. A signature on an agreement or contract indicates the Charity’s acceptance of and inescapable commitment to it. If not procured correctly this may result in inadvertent acceptance of the supplier’s Terms and Conditions.
Contracts
Contracts will be put in place for many of the goods, works and services required routinely by Charity. In the majority of cases, the contracts would be put into place following comprehensive tender exercises, or other effective procurement exercise, and may include the following assessments of suppliers:
- Experience
- Insurances
- Financial Stability
- Forward planning
- Competitiveness
- Value for money
- Health and safety
- Sustainability / Environmental planning and practices
- References
- Technical ability
- Quality and Quality Assurance
- Delivery
- Other service aspects
- Equal opportunities & diversity
- Anti-harassment & bullying policy
- Anti-slavery policy
- Ethical trading
- Inspection visit to supplier’s premises
- Conflicts of interest
Declaration of Outside Interest
When carrying out a procurement exercise any conflict of interest must be made known to the Finance Director. This duty rests on both the procuring manager and the contract provider.
Retention of Documents
The Charity should retain documents for the periods noted below:
- Copy orders 6 years
- Delivery notes 3 years
- Copies of successful Quotations / Tenders 7 years (or life of contract)
- Copies of unsuccessful Tenders 3 years
- Originals of signed construction related documents held in Finance 7 years
- Originals of sealed documents 13 years
Sustainable Procurement
The Charity recognises its responsibility to carry out procurement activites in an environmentally responsible and sustainable manner and will adhere to the EIFF Enviromental Policy at all times.
Traceability of Expenditure
An audit trail must be evident for all purchases regardless of the method of acquisition whether that is Purchase Order, Cash, or Debit Card.
Authority to Purchase
Finance maintains a record of all staff that have been granted delegated authority (as approved by the CEO) to approve expenditure.
No employee may approve expenditure if they have not been given delegated authority to do so.
No employee is authorised to commit the Charity without first ensuring that sufficient funds are available to meet the commitment.
It is not permissible to raise two or more lower value Purchase Orders or to phase the issue of Purchase Orders in order to circumvent authorisation levels. Failure to comply with these requirements may result in withdrawal of authority and disciplinary action.
Supplier payment terms
The policy of the Charity is to pay suppliers in accordance with agreed terms. In the absence of any agreement to the contrary, payment will be within 30 days of the invoice date.
Payment in Advance
Payment in advance is strongly discouraged as it represents an unacceptable risk to funds. Financially stable suppliers will not usually require advance payment. However, advance payment of funds are only permissible with the expressed permission of the CEO.
Supplier Responsibilities
The Sale of Goods Act requires the supplier to supply goods that are fit for their purpose. They must also be of merchantable quality unless defects are specifically drawn to the buyer’s attention before the contract is made or, if the buyer examines the goods before the contract is made, as regards defects, which that examination ought to reveal.
Business critical services
Where the services procured are consider ‘critical’, for example payroll, details of the supplier’s business continuity plans must be sought to evaluate continuity of service provision.
Purchase Orders
Purchases of goods and services should be supported by an official EIFF purchase order. EIFF may refuse to authorise payment for goods ordered without an official purchase order number
All orders are raised by budget holders and are subject to approval in line with the Charity’s mandate of delegated levels of signing authority and Scheme of delegation.
Supplier Payments
It is EIFF policy to pay suppliers via BACS, whenever possible. The policy of the Charity is to pay creditors in accordance with agreed terms. In the absence of any agreement to the contrary, payment will be within 30 days of the invoice date.
All supplier invoices should be supported by a purchase order, wherever possible.
There is a weekly BACS run, which is normally sent every Wednesday afternoon. Invoices and payment requests should be approved in accordance with the mandate of delegated levels of signing authority and with Purchase Ledger, usually by Monday close of play, at the latest, to ensure payment, if due.
All invoices received after this cut off will normally go onto the following week’s BACS run.
Note, any change of a supplier’s bank details are subject to verification checks before any future payment is processed.
Other methods of payment: –
Immediate on-line bank payments
These may be made via Commercial Banking Online (CBO) but may only be made at the discretion of the CEO. These may include: –
- Emergency payments – including urgent floats, location fees and other urgent payments approved by the CEO.
- International Payments
CBO requires two approved signatories to approve payment. Approval details outlined below.
Standing Order / Direct Debits
Direct Debit mandates and Standing Order requests must be signed by two signatories in accordance with the EIFF bank mandate, one of whom must be the CEO or Festival Producer. Invoices must be supplied and approved for each payment taken from the account using this method.
New Suppliers
When a new supplier is required, the application form to open a trading account should be sent to the CEO/Festival Producer who will complete the form.
Authorisation to create a new supplier rests with the CEO/Festival Producer.
The application form should include details such as:
- The supplier trading name
- Supplier registered address
- Supplier contact details including e-mail address
- Supplier trading terms (default to 30 days of invoice date)
- Bank details
- VAT details
The CEO or Festival Producer will negotiate payment terms, if necessary.
It is the Charity’s policy not to pay “cash” to suppliers, the preferred payment method being BACS.
SECTION 8 – PAYROLL & EXPENSES
The CEO shall be responsible for the set up and maintenance of the Charity’s payroll in conjunction with the appointed Accountants, AH&CO limited.
The CEO agrees that no employee shall be added to the payroll without a signed employee contract on file.
The Charity has opted to BrightPay for the Charity’s Payroll, which is administered by AH&CO Limited.
The Charity utilises the NEST pensions scheme.
EXPENSES
EIFF is a charity and major recipient of public funds and grants from other public bodies. All employees and Trustees should ensure that all expenditure is appropriate and responsible in line with individual policies.
We must demonstrate compliance with Her Majesty’s Revenue & Customs (HMRC) rules. Claims may only be made for costs incurred wholly, exclusively and necessarily to carry out the duties for the furtherance of the Charity and must be supported by an original VAT receipt, unless otherwise specified.
Credit card slips &/or statements will not be accepted as evidence of business expenditure.
All expenses must be approved by the claimant’s line manager or budget holder. The authoriser and the claimant are jointly responsible for ensuring that all expenditure claimed is appropriate and properly evidenced. Claims will only be reimbursed if received within two months of the expenditure being incurred, except in exceptional circumstances, at the discretion of the CEO.
The CEO shall determine the Charity’s Expenses policy for all employees.
The Trustee Expenses Policy can be found on the EIFF website.
SECTION 9 – RESERVES
EIFF recognises the need for Reserves to safeguard against Risk. As the Charity grows, quarterly reviews will be made by the CEO & Finance Committee to establish a functional level of Reserves.
The Charity aims to build appropriate reserves of up to 4 months operational income to safe-guard against future risk by Year One of operations.
SECTION 10 – ASSETS
The CEO shall create and manage the Fixed Asset Register for all individual assets of over £1,000 in cost. Items purchased below that amount are not capitalised and instead charged to the repairs & renewals budget of the relevant department.
The fixed asset register is used to ensure adequate insurance cover for the Charity’s assets is maintained.
Additions
Capital expenditure is authorised primarily by the CEO.
The fixed asset register is part of the Charity’s finance system and is maintained by the Festival Producer. The Festival Producer reviews and reconciles the fixed asset register regularly and updates the register for all additions and disposals.
Disposals
When an asset is sold, stolen or scrapped the Festival Producer should be notified and a disposal of asset form completed. The asset disposal form indicates why the asset was disposed of and includes the asset number and serial number of the asset, as relevant, and is authorised predominantly by either the CEO/Festival Producer.
When an asset is sold, a copy of the disposal form is given to the Accountants so a sales invoice may be raised for VAT purposes.
SECTION 11 – FUNDRAISING
The CEO is responsible for all Fundraising activities for the Charity.
For all matters pertaining to the Charity’s approach to Fundraising please refer to the Donation’s Policy on the EIFF website.
The CEO will create a fundraising timeline highlighting a plan to secure the necessary cashflow of funds for the smooth operation and running of the Charity from year to year.
The CEO will manage all active grants, and oversee the applications for future grants made by the Charity to Creative Scotland, the British Film Institute or any other relevant parties.
The CEO will be charged with securing funding and ensuring it’s receipt by the Charity in a timely fashion.
SECTION 12 – INSURANCE
The Charity has arranged full and appropriate insurance coverage via Insurance Brokerage: Tysers.
Lead contact: Paul Hiller (Tysers)
The Charity holds Employers & Pubic Liabilities coverage (and additional comprehensive coverage) from FOCUS, and Directors & Officers Insurance coverage from Beazley Insurance Dac.
A full list of insurance coverage and policy numbers can be obtained from the CEO.
Document Last Amended – March 2024