1. Introduction and Purpose

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1 1. Introduction and Purpose Recognised the world over as the Home of Golf, St Andrews has borne witness to many hundreds of years of golfing history. The Links at St Andrews forms a peninsula lying north and west of the town; most of the area was reclaimed from the sea, first by natural processes and later with the help of man, using sand binding grasses which assist the formation of sand dunes. The rights of the people of St Andrews on the Links are rooted in charters granted by former monarchs and Church leaders. In 1123, the area was granted to the Burgh of St Andrews by a charter of King David. There was no formal reference to golf during this period of history and the first mention of golfing rights appeared in Archbishop John Hamilton s charter of Since that time the control and management of the Links has rested in various hands. For much of the twentieth century the R & A maintained the Old and New Courses and the Town Council maintained the Jubilee and Eden, with golfing operations overseen by the St Andrews Links Committee. In the austerity of the post-world War Two years, the Town Council pushed for the creation of a mechanism to manage all four courses in equal partnership with the R & A. These arrangements continued for the next twenty years but as changes in local government boundaries began to take shape in the early 1970s, the idea of forming a charitable trust began to emerge. The present method of managing the Links at St Andrews dates from 1974 when the Town Council was authorized through the St Andrews Links Order Confirmation Act to vest control and management of the golf courses to a Trust which was set up by the Act. Subject to the provisions of the Act, Trustees are required to hold and maintain the Links as a public park and a place of public resort and recreation for the residents of the town of St Andrews and others resorting thereto... The powers conferred on Trustees by the Act shall be deemed to be exercised in the furtherance of the use and enjoyment of the Links by the public. At present the St Andrews Links Trust operates six 18-hole golf courses, including The Old Course, a 9 hole golf course, three public Clubhouses, a Golf Practice Centre and Golf Academy and a number of commercial and retail operations.

2 2. Vision The vision of the St Andrews Links Trust is to develop St Andrews Links as the most renowned public golf complex in the world where we deliver unique and memorable experiences for golfers to play, learn, shop and relax. Trustees assist in delivering this vision by: Ensuring effective custodianship of St Andrews Links Developing the renown and reputation of the Links and the Trust Generating revenue to deliver ambitions and goals 3. Values History and tradition count for a lot in St Andrews, as a Trust we seek to promote the values of the Home of Golf on the local, national and international stages. The Trust recognises that golf is not solely for the elite but has a wider role in today s society through encouraging opportunities for all. Those connected with the Trust aspire to meet and, where possible, exceed golfer and other customer expectations. Our behavioural values are: Authentic Responsible Open Passionate Enterprising 4. The Trust is expected to manage and control the Links (seven golf courses) in an economically and environmentally sustainable way. This involves presenting great golf courses, excellent facilities, hosting occasional prestigious events and competitions, as well as public access to the Links in a harmonious and mutually supportive manner. 5. The St Andrews Links Order Confirmation Act 1974 The St Andrews Links Trust is an independent charitable trust. It was formed by a private act of the UK parliament, the shortened title of which is the St Andrews Links Order 1974, for the purpose of managing the

3 public golf courses in St Andrews. Prior to the Act the Links was run by St Andrews Town Council. The Act forms the constitution of the Trust; it also gives certain rights and privileges to residents of St Andrews and life and ordinary members of The Royal and Ancient Golf Club. Since the Act came into force, there have been considerable changes in the golf industry, golf tourism and customer expectations as well as to health and safety and governance legislation and the Trust has adapted to those changes. The Trust is subject to regulation by the Office of the Scottish Charity Regulator (OSCR) who define charity trustees as those responsible for the general control and management of the administration of the charity and that they carry out these functions within the context of the charity s legal framework. It is the principal duty of charity trustees to maintain the general overall control of the charity by ensuring it is administered effectively and that it is able to account for its activities and outcomes both to OSCR and to the public. 6. The Charitable Trust and its Trading Subsidiaries At a very early stage the Trust was granted charitable status by the Inland Revenue and allocated Charity Number SC When the Office of the Scottish Charity Regulator (OSCR) was formed as part of the Charities and Trustee Investment (Scotland) Act, 2005 the Trust registered with OSCR and continues to file Annual Returns and Annual Report and Accounts with that body and, when appropriate, with Companies House. To protect the Trust s charitable status, any trading or non-core activities have been undertaken through wholly-owned subsidiary companies, which remit their taxable profits to the Trust by way of Gift Aid or, before the current Gift Aid scheme came into being, through Deeds of Covenant. Whilst this is a tax-efficient structure, it does not allow the companies to build up their own balance sheets as all of their taxable profits are made over to the Trust. Bearing in mind that Trustees lack the power, in the view of our bankers, to guarantee the borrowings of the companies and that unsecured borrowing by the companies would be significantly more expensive, the Trust has effectively been the banker for the group, financing the working capital requirements of the subsidiary companies through a combination of share capital and intra-group loans. The first trading company is St Andrews Links Limited, formed in 1992 as Watchsubmit Limited (Registered Number SC141590), it changed its name in April The purpose of this company was to develop and exploit the Trust s intellectual properties. In its early years, the main

4 income was from the Links Trust s Japanese agent (Jass International) and the Trust s retail franchisee, Greenways International Marketing Limited. The initial issued share capital was 1,000. This has been increased in stages and now stands at 150,000. Numerous small licensing contracts were concluded, few of which brought in significant revenues, although the company was very successful in the computer games field. An early computer games contract was with Access Software, a US games developer which was subsequently purchased by Microsoft. Contracts were also concluded with Electronic Arts. However, the majority of contracts resulted from contacts made by numerous small companies with ideas they wished to develop. The efforts made to protect these sundry contracts resulted in a hotch-potch of trademark registrations in numerous classes and territories but no clear direction or strategy. Few of these contracts enjoyed notable success. Trademark protection and development was initially handled by Murray & Donald (now amalgamated with Thorntons) in conjunction with Murgitroyds as trademark agents. Progress was slow and it was frequently de-railed by existing prior registrations of marks. Due to the lack of significant income (either for the company or the Trust) it was difficult to find the funding to invest properly in developing a comprehensive and structured intellectual property portfolio. Eventually the decision was taken to undertake serious investment and a Master Agency agreement was concluded with Copyright Promotions Licensing Group Ltd and a US legal firm, Nixon Peabody, was engaged to advise on trademark issues. This provided focus and structure for the protection of relevant marks in appropriate markets and has generated substantial revenues, albeit with relatively high costs in the early years. The company is managed in-house by a board of directors -the Trust s Director of Finance acts as Company Secretary for all the wholly-owned companies. Regular board meetings are held to ensure that the nonexecutive directors are kept informed of developments and are part of the decision making processes. There are relatively few financial transactions and the company does not operate its own payroll, although the payroll cost of the Brand Development Manager and a share of the CEO and Commercial Director s time are charged to the company on a monthly basis. When cash is available it is repatriated to the Trust to offset the balance on the intra-group loan account and, on occasion, the company is a creditor of the Trust although it is more normal for the company to be indebted to the Trust.

5 St Andrews Links Golf Shops Limited (Registered Number SC198094) was formed in 1999 when notice of termination was served on the Trust s retail franchisee. Concern had been mounting over Greenways financial stability and the company did ultimately fold. Trading commenced in October The company is managed in house by a board of directors. The company s issued share capital is 500,000 as it needs substantial working capital to fund its shop fittings and stocks. Once taxable profits are remitted to the Trust, there tends to be a substantial creditor balance on the intra-group loan account, but cash is repatriated throughout the year as and when it is available. This business is about to expand into new areas of merchandising activity. The Castle Course St Andrews Limited (Registered Number SC281394) was formed as St Andrews Links No 7 Limited in March The company s name was changed in November 2007 once the name had been selected for the new course. Tom Morris Limited (TML), Registered Number SC was acquired in The company, which can trace its ancestry back to Old Tom Morris in 1848, operated a small somewhat dilapidated shop adjacent to The Old Course Shop. It obtained various trademark registrations, particularly in the US, for The Old Course. These had proved a barrier to St Andrews Links Ltd s strategic objectives and discussions were initiated to explore the potential transfer of TML s intellectual properties to St Andrews Links Ltd. 7. General Duties of Trustees An effective charity is clear about its vision and values and ensures that it has a strong Board which understands its responsibilities and has systems in place to exercise them effectively. The Trust operates on a financially sound and prudent basis in order to achieve its overall purposes and business goals and it is committed to making information available to the public and others with an interest in the charity in a way that is transparent and understandable. The Trust s principal goals are: Investment in the Links in order to raise quality Maintain the living landscape in an environmentally sustainable way Recruit, train and retain people who have a passion for the Trust s work

6 Blend heritage with contemporary expectations to create memorable experiences for all customers of the Trust Pursue marketing and promotional goals which maintain the Trust s pre-eminent position Robustly secure and protect our trademarks and brands Run a disciplined business which listens, looks ahead and innovates Set conditions to prolong the partnership programme Communicate and interact with the local golfing community in a way which inspires confidence Play our part in supporting the ambitions of local and national strategies for sport and tourism The ultimate responsibility for the management of these affairs and strategic direction rests with the Board of Trustees. It is made up of eight members and a significant commitment is expected and Trustees; they should attend meetings on a regular basis. 8. Board Meetings The Trustees meet six times a year and more often if required. At each meeting the Chief Executive and, as required, other members of the senior management team present reports to update Trustees on activity in the period since the last report. Trustees also receive reports on the strategic and operational risks that are set out in the Risk Register, which is kept under review. They also receive quarterly trading performance reports and consider on a regular basis strategic issues which may have an impact on the Trust. 9. At a meeting of Trustees decisions should, wherever possible, reflect a consensus of opinion of those present but if necessary, shall be by a show of hands. The Links Act provides for a casting vote by the Chairman in the event of a tie. 10. Committees of the Board There are four committees and the Trust has a controlling interest in four subsidiary Limited Companies. These are: Finance Committee Audit and Risk Management Committee Remuneration Committee Corporate Governance Committee

7 St Andrews Links Limited St Andrews Links Golf Shops Limited The Castle Course St Andrews Limited Tom Morris Limited

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