Annual Report and Accounts 2018

Institute of Directors

ANNUAL REPORT AND ACCOUNTS 2018

Integrity & Enterprise

www.iod.com Objects of the Institute of Directors' Royal Charter | Annual Report and Accounts 2018

Objects of the Institute of Directors' Royal Charter

To promote for To promote the To represent To advance the public benefit study, research the interests of the interests high levels of and development members and of members of skill, knowledge, of the law of the business the Institute, professional and practice community to and to provide competence of Corporate government facilities, services and integrity Governance, and in the public and benefits for on the part of and to publish, arena, and to them. directors, and disseminate or encourage and equivalent office otherwise make foster a climate holders however available the favourable to described, of useful results entrepreneurial companies of such study activity and and other or research. wealth creation. organisations.

Our Mission Our Vision Our Values

To develop, support and To be the professional institute for Integrity and Enterprise. represent skilled, knowledgeable responsible directors and leaders. and responsible leaders, for the benefit of the economy and society at large.

For further information on the IoD, please explore our website found at: www.iod.com

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Contents “ It is the calibre of our Objects of the Institute of Directors' 2 Royal Charter members, their belief in our Royal Charter mission, Chair of the Institute’s Report 4 and the standing of the Director General’s Operational Review 6 IoD across the world that provide great Director General’s Policy Review 8 optimism for the 2018 Overview 9 future of our Institute.” • Policy 9

Charlotte Valeur • Professional Development 14 Chair of the IoD • National and Regional Highlights 16 • Our People and Culture 24

Governance of the Institute of Directors 28

Statement of Board Responsibilities 38

Financial Review 39

Independent Auditor’s Report 41

The Accounts 43

IoD Chairs from Geographical Areas 63

IoD Premises 65

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Chair of the Institute’s Report

2018 was a challenging year, but also At the same time, our provision of a much-needed catalyst for change professional development continued for the UK’s longest-running to expand as we trained thousands organisation for business leaders. of directors not just in the UK, but globally. This growth reflects the The Institute’s Royal Charter mission quality of education provided and the – to support, develop and represent standing the Institute has as a leader in directors – remains as relevant this field. In the year ahead we will look today as it was a century ago, if not to further enhance the accessibility more so. In order to fully live up to of our training through our Digital these obligations, we cannot shirk Academy, seeking to reach more Charlotte Valeur the task of evolving our approach directors with online tools they can as an institute, to adapt to a rapidly fit around their other responsibilities. Chair of the IoD changing business environment. Joining the Institute as Chair in Complementing this work, we held September, I found an organisation a broad range of informative and eager to embrace change. engaging events across our UK and international branches, helping members With a refreshed board and leadership to develop and connect with each other. team, I am confident the IoD stands ready to deliver an even stronger Financial Performance service for members. While numbers have increased in all of our community-focussed membership categories – Advance, IoD 99 (start-ups), Progress in 2018 and Student – over 2018, we saw an Our value as an organisation is the overall decline of 2,422, ending the impact we can make on behalf of year at 29,612. directors and the wider business community. In this regard, we We remain the largest body for continued to deliver a good return directors in the UK, with a majority of for our members. our members having been with us for 5 years or more. With that said, the Last year we helped thousands Board recognises the need to address steer their organisations through membership decline, and to set this widespread uncertainty and around as a high priority. We are pleased frequent obstacles, providing advice to say that we have already seen an and resources on key issues such as improvement in member retention GDPR, director liabilities and many rates in the first quarter of 2019. more. We maintained, and in many areas strengthened, our advocacy It is essential that the IoD is in a position voice representing members’ interests to invest for the future. We cannot shy across crucial areas of government away from the challenge. policy, making significant interventions in areas including skills and Brexit. In 2018, we finished the calendar year Drawing on our Royal Charter, the IoD with an overall financial loss of £4.2m. was at the forefront of the UK corporate There were a number of one-off governance policy debate, playing a costs, including legal fees related meaningful role in the development of to an independent HR investigation, both the revised Corporate Governance preparation for regulatory changes, Code and the new Wates Principles as well as a decline in membership for large private companies. income and outstanding debts owed to the business for training courses.

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At the same time, we also invested Looking to the Future It is the calibre of our members, their in a change programme to improve our A programme of change was put belief in our Royal Charter mission, internal operations and membership in train by former Director General, and the standing of the IoD across the offering which will continue Stephen Martin, in 2018 and has been world that provide great optimism for throughout 2019. continued and developed by interim the future path of our Institute. I am Directors General Anna Daroy and proud to serve as Chair, and believe Action was taken in the second half Edwin Morgan, who bring significant that if we truly embrace change, we of 2018 to reduce costs, including experience in business transformation can improve the attractiveness of IoD a number of redundancies. This will and policy advocacy respectively. membership and breathe new life into reduce our wage bill for 2019, but there the organisation’s founding values. were redundancy-related costs incurred From the beginning of this process, in 2018. emphasis was placed on putting members’ perspectives at the heart With these, and other cost saving of our decision-making. The Institute “ Bolstering our measures enacted this year, the Board carried out extensive consultation capabilities on the has set a firm objective of achieving with members, including through a surplus in 2019 and is monitoring a roadshow of events across the ground across the this closely throughout the year. country. This consultation reaffirmed UK’s regions and the esteem in which our Royal Charter Governance and Diversity is held. Accordingly, we are refocussing nations is a key While no-one can change the past, upon the central purpose laid out in area of focus for the the Institute has sought to learn from this Charter, the values of integrity the governance challenge it faced in and enterprise, and our social impact coming months.” 2018. With a new board, I am confident as drivers for change. we are in strong position to make headway and continue to develop Bolstering our capabilities on the our offering. As well as the four ground across the UK’s regions and independent directors who were nations is another key area of focus for added to the Board last year, I would 2019. Additionally, we intend to improve like to welcome Femi Bamisaiye and the function of and our engagement Amaechi Nsofor, who have joined us with the IoD’s international branches. more recently, and bring particular expertise in finance, digital and Many countries look to the UK as business transformation. a standard-bearer for corporate governance. In the year ahead we While all appointments to the Board will work on expanding the global and senior team are based on merit, reach of our director training through the IoD recognises the value that partnerships, improving our footprint a diverse leadership brings to any in other parts of the world in a way that organisation. Indeed, as the UK’s can also help develop the connections corporate governance institute, of our UK-based members, so many of I believe we have a responsibility to whom operate on an international basis, set an example for the companies we or are seeking to do so. speak for. In this light, I am confident that this is now the most diverse board in the organisation’s 116 year history.

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Director General’s Operational Review

While the principles behind our As highlighted by the Chair, we have Royal Charter have not changed taken swift action to put the organisation since the IoD was founded in 1903, in a position where it can invest to the world has. Technology, business further strengthen our offering. models, and society’s expectations The Board has set a firm objective of of business leaders have dramatically achieving a surplus in 2019 and in the shifted throughout the past 116 years. first few months alone, we have made We must change too. significant headway towards this target.

Since I joined the Institute in November Our purpose 2018, much work has already taken Financial stability is fundamental for Anna Daroy place to streamline our operations to any organisation, whether commercially ensure we can deliver value for our driven or not. However, as a Royal Interim Director General, members in a more cost-effective and Charter body, it is not profit that guides Operations simple way. the IoD but our purpose. As we seek to turn around the decline in members Throughout last year, the IoD worked we saw last year, we must make sure towards its Charter purpose in a our actions are both commercial, number of areas, and I would like and consistent with our mission to recognise the commitment and as an organisation. enterprise of our staff and volunteers, both at headquarters and throughout In this context, last year the IoD our branches. launched a consultation with business leaders, both members and non- The IoD’s professional development members, as part of a wider change provision expanded in scope, with the programme. This consultation launch of the Digital Academy and included a series of member events an IoD Academy in Northern Ireland. that yielded valuable insights into Through the year the IoD delivered what directors need from the IoD. 453 programmes for 5,472 directors The process indicated a desire for across the globe, 90% of whom would the Institute to hone and clarify recommend the courses to their its purpose for the present day. peers. Meanwhile, our Information To address this, we returned to our and Advisory Services also attained Royal Charter to produce a clear a 90% satisfaction rate among the statement of what the IoD is for: 4,300 members who made use of their research, advice, and guidance – this • Our Mission is to develop, number was a record high since 2000. support and represent skilled, knowledgeable and responsible leaders, for the benefit of the Financial performance economy and society at large. 2018’s financial performance is a clear reminder that while the IoD is a not- • Our Vision is to be the professional for-profit, it must remain commercially institute for responsible directors sustainable to continue providing first- and leaders. rate services for members. Furthermore, as with any business undertaking • Our Values, based on our original significant change, it is crucial first motto, can be summed up as to manage our cost base in order ‘Integrity and Enterprise’. to enable investment in the future. These will serve to shape our thinking, our actions, and, we believe, the perception of our Institute for the path ahead.

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Shaping the IoD of the future In this vein we will continue to develop Outlook Improving our organisational efficiency the Institute’s presence and growth In 2019, the UK’s community of business is an immediate priority. At the same through international collaboration, leaders will undoubtedly have to contend time, all our work on our strategic taking our ‘gold standards’ in corporate with significant political upheaval. priorities must cohere around a governance and Chartered Director Much like our members across the compelling value proposition in order programme further afield. country, we are seeking to implement to continuously grow our membership. necessary change as we navigate We will also seek to partner and this uncertain business environment. One of our priorities will be to consider collaborate with the UK education from an operational perspective how sector, expanding our reach to Nevertheless, so far this year we we function as a business. In 2019 we students and executives as they have made good headway in our will be refining and then implementing develop through their career path. transformation as an organisation, a new Target Operating Model to set and I am confident that we can the foundations for a modern IoD. Progress so far continue to make the changes Our work to improve our organisational that will set our Institute in great An essential strand of this new model efficiency has already yielded significant stead for the years ahead. will be the enhancement of the IoD’s savings, which have been improved capabilities at a regional and national through consolidating our activities Indeed, the challenging backdrop branch level, alongside a recalibration and cost base, and beginning to only makes our purpose as an institute of the relationship between branches update IT systems. While there is all the more significant. To support, – both domestic and international – distance left to travel, our progress develop and represent directors is and the IoD. Through this model we to date has already served to provide a salient mission, and one we will want to deliver ‘One IoD’. To do so will at a better platform as we pursue our pursue with determination. the same time require us to modernise other strategic priorities. our approach to supporting members and branches, better integrating digital In the opening months of 2019, capabilities into our operations to we have begun refining our offering provide a quicker and more bespoke to reflect our core mission to develop, connection with members. support, and represent our members. We have placed emphasis on Transitioning effectively to the new creating member value throughout model will also necessitate a strong our decision-making, for instance and entrepreneurial internal culture refashioning our communications with at the Institute. Therefore, we have the membership, and by restructuring begun a programme of culture change, internal departments to enable staff to ensure we embed the requisite to work collaboratively as one IoD to leadership across departments. deliver the most value to members. This emphasis on leadership dovetails with our understanding that as a Work towards a new Target Operating body the IoD must occupy a position Model began in earnest in the first of leadership in director training and quarter. Our regional, national, corporate governance. and central teams have cooperated extensively as we aim to engage with members more meaningfully at a local and international level.

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Director General’s Policy Review

At the heart of the IoD’s Royal Charter Then there was Brexit. Representing is the commitment to represent our a genuine range of views in the members and to ‘foster a climate membership on the subject, the IoD favourable to entrepreneurial activity strove to convince politicians of the and wealth creation’. Our Charter also merits of making the process as smooth instructs us to ‘promote for the public as possible. Clearly, this did not happen, benefit high levels of skill, knowledge, and it is a considerable understatement professional competence and integrity to say that businesses have been on the part of directors’. frustrated by the political handling of the UK’s exit from the European Union. This could be seen as a very broad remit, Edwin Morgan but we view the two goals as intrinsically As a once-in-generation situation, linked. We believe that leadership which with a fractured Parliament and Interim Director General, is both commercial and responsible creaking party-political system, it has External Affairs will make companies more productive, at times been a struggle for businesses and also more enduring. At the same to make themselves heard. The debate time, businesses need to be able to has remained polarised, and the details operate in an environment which enables of the issues as they affect companies them to focus on long-term strategic have often been subsumed by polemic. success. These are the principles on But, through the IoD, the views of which we base our policy positions, IoD members have counted, giving informed by the views of members. politicians of all parties the ability to see how different outcomes would 2018 was another year in which the be received by business leaders. IoD continued to be a major voice in Whatever happens next, the IoD will the political and media debate about be there to argue for an approach the role of business in society and that makes it easier for businesses how the future economic success to set up, grow, trade internationally, of the country is best secured. and contribute to society the wealth, innovation and jobs that come from Whether it was calling for action on responsible leadership. issues our members faced in receiving payment from larger companies, urging the government to make it easier for businesses to use the skills system or pushing for spending on vital upgrades to our transport and digital networks, the IoD won change for members in a range of vital areas.

Corporate Governance, core to our Charter, was a prominent issue in 2018. The IoD helped to shape the Wates Principles for large private companies, contributed to the review of the Corporate Governance Code and fed into the review of the Financial Reporting Council.

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Policy Wins 2018

Every month we seek IoD members’ views on key policy Here are just some of the many ways we influenced issues affecting their organisations through our Policy government policy and successfully lobbied for change, Voice panel. with examples that outline:

What members told us How we responded What we achieved

Public reporting seen as a route We advocated a corporate We helped shape the Wates to ensuring good governance governance code for large Principles, which came into unlisted companies force in December 2018

FCA plans to water down listing Our governance team conducted Final rules gave minority requirements for sovereign- intensive discussions with the shareholders rights to appoint controlled issuers put at risk the FCA and generated media profile independent directors UK's governance reputation for the issue

Over a third said business rates The IoD's Budget submission Small retailers received a cut disincentivised investment called for reliefs for small firms in their business rates bill by a third, a relief worth almost £900m in total

Just 14% thought the IoD campaigned for cost of Contribution rate reduced, Apprenticeship Levy system apprenticeships to be lowered potentially saving hundreds was fit for purpose for small firms of pounds

Brexit uncertainty repeatedly We became the first major Transition agreed on a political a top three concern business group to call for transition level by UK and EU period to help firms adjust

Members report weak investment We reiterated our call to increase Annual Investment Allowance intentions over course of 2018 investment allowances, with a is quintupled to £1m, helping report on SME productivity companies invest

60% trade abroad, but overseas IoD called for help for exporters A new Export Strategy includes regulation was a big disincentive from government IoD proposal for a single online portal for export support

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Corporate Governance Policy

The year 2018 gave rise to numerous The collapse of Carillion in January significant developments in the world 2018 cast a shadow on the business of corporate governance policy, and community throughout the year. the IoD played a key role in shaping As the leading voice in corporate the debate. governance, we were active in the media discussion on this issue, In the first half of the year, we engaged and put forward the idea of a new with the Financial Reporting Council legal vehicle for companies serving as part of the process of making as government contractors: significant revisions to the UK Corporate the Public Service Corporation. Governance Code. The final edition Dr Roger Barker of the Code was published in During 2018, the IoD produced a series July, and contains important new of reports and webinars on a wide Head of Corporate Governance recommendations concerning how range of governance-related topics boards should engage with their such as Section 172 reporting. As in workforce. We also engaged in previous years, we sought to exert a wide-ranging discussions with the moderating influence on executive Government over the UK insolvency pay practices at some leading UK- regime, national security and foreign listed companies. The unfortunate direct investment, and the future role case of Persimmon, amongst others, of the Financial Reporting Council. demonstrates the continuing power of this issue to adversely affect the Throughout 2018, the IoD was part of reputation of UK Plc in the eyes of the stakeholder coalition that drafted politicians and the general public. the Wates Corporate Governance Principles for Large Private Companies. Beyond the private sector, we have The final report was published continued to maintain that good in December. These pioneering governance is not just for the world guidelines have been created in of business. In 2018 we issued a joint response to a new legal requirement for call with the Secretary of State for large private companies to benchmark Education, Damian Hinds, urging their governance framework relative business leaders to contribute their to a governance code, and take effect experience and expertise to the world in 2019. of schools governance. Complementing this, we produced a report providing The IoD took a strong stand against the members with guidance on the Financial Conduct Authority’s plans to intersection between governance water down listing rule requirements for in schools and in private companies. sovereign-controlled issuers – we were convinced that the proposals would undermine the UK’s position as a leader in corporate governance. The final rules, published in June, incorporate important concessions to the IoD perspective, including the right for minority shareholders to conduct their own separate vote on the appointment of independent directors.

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Policy & Media Highlights 700+ National print appearances 10+ media hits per day 45 With over 4,100 in total Hits on The Today Programme

118 89% Press releases Of Policy Voice members would recommend the service x2 Mentions in 50+ The Times per Ministerial meetings week on average 20 72 Consultation National print responses submitted front page hits

IoD appoints corporate IoD calls for faster IoD: Firms not ready governance expert as chair action on fixing the UK's for a no-deal Brexit infrastructure

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Brexit Policy

The IoD has played a significant role in the Brexit process by acting as an advocate on behalf of directors to Government, Parliament and the media.

Policy Voice surveys show the UK’s uncertain trading status with the EU consistently ranks as one of the most – if not the most – pressing concerns of business leaders. Accordingly, Brexit is at the top of the IoD’s policy agenda, reflected in a full programme of work ranging from policy and guidance papers to events and webinars to engagement and advocacy.

We have advanced member priorities, for instance as the first major business group to call for a Brexit transition period, which was confirmed in the Withdrawal Alexandra Renison Agreement negotiated by the European Commission and UK Government (although not ratified at the time of writing). The Institute held a seat at the highest Head of Europe and Trade Policy levels throughout 2018, taking member views and evidence on the consequences of different Brexit outcomes directly to Cabinet Ministers. “ Brexit was never going to be an easy process, though few would With progress mired in political wrangling at the end of the 2018 (and persisting as have predicted the twists and this report was being prepared, to the deep frustration of members), the IoD also turns that have taken place along focussed on assisting firms in their preparations, updating our ‘Business Planning for Brexit’ guide which has been read by thousands of members. the way – especially those in the House of Commons in recent months, when it seemed the prospect of an orderly Brexit began to slip away.

Our Brexit activities, guided by Key initiatives from 2018 include: member needs, are at full steam. Beginning 2018, Policy Voice results Customising Brexit suggested the majority of members A paper in which which we put forward a proposal for a partial customs had not been engaged in any union, attempting to find realistic trade-offs between reducing trade contingency planning, and so we friction and independence in trade policy. The paper garnered wide praise, focused a great deal on preparing including from former Foreign Secretary William Hague. firms for EU exit, producing a Brexit planning guide for members, and holding events with expert Going Global: Trends in Trade panellists including MPs, lawyers A policy report on members’ exporting activities. The Government’s and industry experts. Export Strategy, unveiled at the IoD, included several of the report’s recommendations. Looking ahead, the Article 50 extension to October 31st means the climate of uncertainty is set Business Planning for Brexit to last in the near term. The IoD A comprehensive guide for members on Brexit planning, attempting to will continue to bang the drum for augment official guidance in an approachable manner for business leaders. British business in the hope that the negotiations can yield clarity and an orderly Brexit”. The Withdrawal Agreement: What does it mean and what next? In advance of the Brexit Deal being put to the Commons, we produced an extensive briefing on the business-critical elements the deal covers, and positing potential next steps.

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Front of 116 Pall Mall

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Professional Development

2018 was a year of significant IoD Academy in Northern Ireland The programme represents the development and success for the To further increase the number of pinnacle of the IoD's provision of IoD’s provision of professional Chartered Directors and to bring high professional development for the development for the board room. quality director development to more board room. It has been compared Our mission to provide a variety of IoD members, in 2018 we launched by Professor Sharon Bolton to a PhD, high quality learning and development the IoD Academy in Northern Ireland, however it remains distinct from opportunities for all directors marking the first of a series of planned purely academic education due to continued with the launch of the roll-outs across the UK. The Northern the level of board experience held IoD’s Digital Academy in May 2018. Ireland Academy will build upon a by course leaders. strong Chartered Director alumni Growth in the number of Chartered network which comprises some of the Looking forward, we aim to improve Directors remained steady in 2018 most prominent figures in the private, the interface between our professional with 108 appointed in the year. public, and third sectors. development offering as a whole and membership. Along side this, Product development IoD Northern Ireland Chair and IoD we will continue to seek to expand the In a year of significant evolution for Fellow Gordon Milligan commented, provision of both the Chartered Director UK corporate governance - with an ‘As the role of the modern director programme and our other courses, updated Code and the introduction grows increasingly complex and both in the UK and further afield. of the Wates Prcinples - the IoD stayed public scrutiny intensifies, there has ahead of the curve, relaunching never been a better time to invest in our flagship governance course, professional development. The new 'The Role of the Director and the Academy underlines the Institute’s Board' to accommodate the changes. desire to increase its footprint across the whole of the UK.’ Furthermore, a full update of the Certificate in Company Direction, Chartered Director at 20 which began in 2017, was completed The IoD's Chartered Director in 2018 under the guidance and programme, which marks a gold- oversight of the IoD's Accreditation standard in director training is and Standards Committee, marking celebrating its 20 year anniversary. the most comprehensive overhaul since 2011. The programme was one The programme's inception came in of the first qualifications in the UK the wake of high-profile instances of to incorporate the changes to the corporate misconduct in the UK in the UK corporate governance landscape early nineties. This generated a desire detailed above. to bolster standards of governance, an aim Chartered Directors and the Chartered Director programme have helped work towards throughout the last two decades.

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Professional Development Highlights 5,472 delegates attended our programmes from 453 across the globe development programmes delivered 108 Chartered Directors 90% appointed in 2018 of delegates would recommend IoD Professional Development 1,588 to a colleague Chartered Directors appointed in total 3,261 exams delivered 27% of which were internationally 32% based of open course delegates were women

59% of open course delegates were IoD members All figures correct as of May 2019

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National, Regional and International Highlights in 2018

Our network of branches across the The year also saw the introduction Meanwhile, our regional and regions, nations and overseas are of an innovative take on the annual nations staff and volunteers work vital to the success of the Institute. convention, bringing over 3,000 leaders tirelessly to arrange events for So too are the army of dedicated from across the UK and beyond to our members and business leaders more staff and volunteers who serve as headquarters on Pall Mall. ‘Open House’ widely, providing practical advice, flagbearers for the IoD's purpose. spanned three days, incorporating introductions, and developing the an increased amount of networking, enterprise community. All told, over Crucial work is currently underway peer-to-peer learning, and thought 800 events were delivered in 2018, to explore how we can best develop leadership, reflecting feedback from with new innovations such as peer- the relationship between branch members on the standard convention to-peer learning sessions introduced and headquarters, leveraging it to format. This convention also provided under the mastermind brand. enhance the level of personalisation the launchpad for a new roadshow of leaders get from their membership, events taking place this year, following The following pages explore some and to further build the Institute a similar format, with 20 sessions to of the highlights for our regional, as a community. The membership be held across the UK encompassing national, and overseas work, statistics below show the increase in the themes of inclusive, connected, encompassing events and other areas, our community-focused membership global, and future business. over the course of 2018. strands, an improvement we want to realise across wider membership. Later in the year, the IoD carried out a series of events across every region Our work in this regard is underpinned and nation in the UK to consult directly by our events offering. Events hosted and openly with members. This brought at a regional and branch level are the senior leadership teams (both from complemented by flagship national headquarters and regional) together showcases and series. with members to engage on the IoD’s purpose and proposition. 2018 saw a record number of entrants This exercise drew upon member and attendees to the Director of insight, which has been crucial for the the Year Awards. The calibre of Institute’s ongoing change programme, adjudication further increased, integrating the different perspectives with more stringent criteria and the of each region and nation. judging panels including high-profile and experienced leaders such as NHS chief executive Simon Stevens.

Membership Statistics for 2018

Overall Advance Standard 99 Student 2017 32,034 903 27,217 2,320 1,594 2018 29,612 1,195 23,861 2,805 1,751

-8% +32% -12% +21% +10% year on year year on year year on year year on year year on year

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Scotland

In July, we were delighted to welcome Scottish International Week Aidan O'Carroll as chair, who brings This week of events, which the IoD a wealth of experience as a partner runs in collaboration with Scottish at EY. We would also like to thank Business Network, expanded in 2018 Professor Susan Deacon, who stepped to cover 12 locations around Scotland, down, for her contribution to the role. providing support to companies seeking to scale across the UK and In addition to our Edinburgh premises internationally through peer-led events. on Charlotte Square, we added new hubs across the country in 2018. These are located in Stirling Campus at Forth Annual Conference Valley College and in Dundee at the For our well-attended conference, The Centre for Entrepreneurship, held in Gleneagles, the theme was David Watt and First Minister Elevator, both providing our members 'The Future is Now'. Attendees were Nicola Surgeon meeting spaces at two of Scotland's inspired by leaders from Amazon, entrepreneurial and research hubs. Data Lab, Salesforce and more, who highlighted the changes directors had to implement to stay ahead of the curve. At the end of the two-day summit, First Minister Nicola Sturgeon MSP addressed delegates at the closing dinner.

Wales

In 2018, our Welsh team acted as Director of the Year Awards an important conduit for members' The Director of The Year awards concerns, aspirations, and perspective to were held in May. Underlining the the devolved Government. In particular, meaningful engagement between Wales Director Robert Lloyd Griffiths IoD Wales and the devolved Welsh sat on a number of key committees government, the then First Minister for both the Welsh Government for Wales, Carwyn Jones, gave the and the UK Government to ensure keynote address at the event. The First effective representation for our Minister touched on a range of issues, members and our Royal Charter goals. underlining the importance of a positive and productive relationship between One long-standing area of concern the business community and the Welsh for IoD Wales members has been Government in general, and especially Robert Lloyd Griffiths and transport infrastructure. In 2018, with members. Prime Minister Theresa May the Government went ahead with the removal of tolls on the Severn Bridge, in line with our demands in favour of an open economy.

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Northern Ireland

Women’s Leadership Conference New Northern Ireland Chair The Women's Leadership Conference appointed is one of IoD NI's flagship events, Gordon Milligan was appointed attracting more than 450 delegates Chaiman, following Ian Sheppard's in March 2018, with best-selling departure. Gordon, who is Deputy author and TV figure Liz Earle MBE Chief Executive of Translink, plans delivering the keynote address. to place member engagement at the top of his agenda. Gordon has Held at Crowne Plaza Belfast, the a background that includes holding event, sponsored by leading law firm executive roles at some of Northern Arthur Cox, focused on the themes Ireland’s best-known firms such of leadership and innovation. as Bombardier Aerospace, Nortel Networks and Dunbia. Over 450 delegates attended our Those in attendance also heard Women's Leadership Conference from a series of panel sessions focusing on innovation, emotional intelligence and how to stand out as a trailblazer in traditionally male-dominated industries.

East of England

Big Debate events New regional hub A number of 'Big Debate' events In 2018, the East of England launched were held across the region over its new regional hub at the Bradfield 2018, tackling key emerging issues for Centre in the Cambridge Science business leaders. A debate focussed Centre, ensuring members are at on Artificial Intelligence (AI) was held the heart of the area's blossoming at the Bradfield centre, with the panel entrepreneurial community. consisting of experts such as the House of Lords AI Committee and the MD of Accenture's AI division.

Suffolk also held a Big Debate event, this time focussing upon skills Suffolk's Big Debate event shortages and productivity. Exploring the need for links between business and the education sector, the speakers comprised leaders in HR, recruiting, local businesses, and from the University of Suffolk Business School.

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East Midlands

Women as Leaders Convention The IoD £10 Challenge Over 100 guests attended the IoD’s IoD East Midlands’ highly successful truly inspirational East Midlands student mentoring programme raised Women as Leaders Convention. an impressive £6,687 for the John van Carolyn Radford, CEO of Mansfield Geest Cancer Research Centre through Town Football Club, was the keynote the IoD £10 Challenge, following speaker having become one of only immense effort and forward-thinking two female CEOs in professional creativity by students at Nottingham football, and with the aim of changing Trent University, and IoD members the perception of women in football. who offered their experience and Carolyn has since helped Mansfield advice as mentors. 250 students and Town FC return to the English Football 50 mentors took part in the Challenge, League and has transformed the club which gives teams £10 and 10 days Prominent figures gather at the Women into a profitable business. Her speech to raise as much money as possible, as Leaders Convention was followed by audience questions with the most succcessful team and a panel debate with leaders in raising £1,101. their fields.

North West and Isle of Man

2018 proved another successful year Conferences for the North West team. Membership The North West ran two major grew, the IoD's popular 'Role of the conferences in 2018. The Annual Non-Executive' course was held in Conference on Purposeful Leadership Manchester for the first time, and two took place at the International of its Directors of the Year went on to Business Festival in Liverpool, with win in the national final. In January, leading speakers including Deb Oxley, the North West welcomed its new chief executive of the Employee chair, Mike Blackburn OBE, while in Ownership Association. Meanwhile, September the North West and Isle of the 8th annual Enterprising Women Man divisions joined forces to benefit Conference welcomed 200 delegates members on both sides of the water. to hear from speakers including Jess Moore from Warner Brothers Winners of the IoD North West Director and Shadow Business Secretary of the Year award Leadership Passport Rebecca Long-Bailey. In November we launched a brand new project in partnership with Bolton CDP and Youth Charter, to encourage young potential leaders from Greater Manchester’s African diaspora, giving them development opportunities and experiences that will help grow their confidence, and give them key skills to advance their careers and support a thriving North West region. The programme comprises four bespoke events over the year, and will culminate in Autumn 2019.

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South

IoD South continues to engage widely Hubs to further the interest of its members. In 2018, IoD South adapted its premises For instance, our Berkshire branch offering. Members now have access has developed an active connection to a shared member’s hub with BBF with Thames Valley Berkshire Local at High Wycombe and a new hub Enterprise Partnership, leading on at Buckingham. Both have facilities its Smart City Initiative. We have for booking private meeting rooms. also actively contributed to the Meanwhile, we have reached an development of its new Assurance agreement with RBCC at Madejski Framework to ensure it aligns Stadium for members to book a private with best practice in corporate meeting room for the day. Members governance. In addition, we now can also use the Millennium Madejski have representation in its Business Hotel lounge as an informal hub. IoD London and South Directors Environment group, which includes of the Year funding escalator and business growth hub programmes.

Looking further afield, in October IoD Oxfordshire hosted a well-attended event on Doing Business in China. The lead speaker was Chris Lethbridge of the China-Britain Business Council, with other experienced experts including from law firm Clifford Chance and from Selectronic.

South West

Regional Partnerships New chair appointed South West's partnership with the In December 2018, IoD South West University of West England has been welcomed new regional chair Muir particularly productive for members in MacDonald, who holds three decades recent years. In 2018, this relationship of experience with the Ministry of was underlined as the IoD's office Defence and nine years as Managing moved to the University's Bristol Director of BMT Defence Services. Business School. Former chair Nick Sturge stepped down at the end of his three-year term The Business School has a strong having led the shift from six Branch reputation for producing entrepreneurial Committees to a single regional group and highly employable graduates with of Ambassadors, better reflecting the IoD values. Its Distinguished Address needs of local leaders. IoD South West's new base at the Bristol series, of which IoD SW is a founding Business School partner, continues to go from strength to strength, often drawing around 300 business people and students together to hear from leaders of organisations, which in 2018 included the Post Office, Trinity Mirror, and Barclays.

20 www.iod.com Annual Report and Accounts 2018 | 2018 Overview

West Midlands

2018 was another full on year for the New Chair appointed West Midlands with over 50 member In June we welcomed our new Chair, events and around 80 Mastermind Brian Hall, Chief Commercial Officer sessions. The events programme at BHSF. Brian is a long standing IoD included topical seminars such as HS2, Member, a Chartered Director and autonomous vehicles and productivity IoD Council member. We would like breakfasts through to unique events to thank Dr Jason Wouhra, who stood such as a weekend camping with the down from the role in June, and Sue 11th Signal and West Midlands Brigade. Hurrell, who left the IoD following 15 years’ service, for their contributions We heard from inspirational speakers to the IoD. such as: the Ice Maidens, the first all- female team to trek across Antarctica Gavin Williamson MP speaks on foot; Dr Andy Palmer, CEO Aston to members Martin Lagonda, then Defence Secretary Gavin Williamson, and Nick Eastwood of Wasps Rugby.

Yorkshire & North East

In 2018, we launched three new hubs Joining forces across the region. Members can now Since the beginning of the New Year, use the Durham University Business North East and Yorkshire have moved School’s state-of-the-art facilities forward with plans to merge the two and hire meeting rooms for free. regions, ensuring that the Institute Meanwhile, our partnership with Leeds has a powerful voice on behalf of Beckett University led to the launch of business leaders. The region will have further hubs at Piece Mill, Halifax, and one committee and four branches Wakefield College. These complement in Yorkshire (East, South, North and our stunning new headquarters at West Yorkshire) and two representing Cloth Hall Court, Leeds. North and South Tyne respectively.

The region's Director of the Year One of a range of events held across Awards proved to be another success, the region as BBC Look North's Danni Hewson hosted an enjoyable occasion. Family Business winner Naveen Ahmed, who has helped lead the Parklane Group to become a market leader, went on to win in the national final. Ahmed said that winning the award had given the team 'a real buzz and focus'.

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IoD Bermuda IoD Cyprus IoD Jersey

The Chartered Director programme On top of events and other activities, We held a number of well-attended continues to develop its footprint IoD Cyprus played a key role in events throughout the year, including through IoD Bermuda. Following the campaigning for improved governance appearances from high-profile figures introduction of Certificate in Company of the public sector in its jurisdiction. such as the Chief Minister of Jersey. Direction courses 2013 in the jurisdiction, members have made steady progress We championed the development Particularly successful was our Annual through the programme and in 2018 of a Public Sector Governance Code Debate, which drew 400 guests to the Branch celebrated a few milestones, for public interest entities in Cyprus, consider the sustainability of Jersey's with 53 Certificate holders, 20 Diplomas in co-operation with several other economic model. The event was and 3 Chartered Directors. institutions. This was presented to moderated by Alastair Stewart OBE, the Government’s Auditor General and featured speakers such as PwC's The formal professional development and to 150 board members of public Head of Disruption. program is augmented by Breakfast sector organisation at the Ministry Briefings and Forums that the Branch of Finance, with subsequent events Elsewhere in the schedule, the Director hosts independently or with local and discussions also held. of the Year Awards, held in April, drew business partners. These offerings 275 guests, while our flagship Christmas provide value added content and In 2019, we will continue our work in lunch welcomed 160. In addition, opportunities for members to network. this area, following up the formalisation our Work Shadow student scheme of this Code. We will also seek to launch celebrated its 32nd year of operation. The most significant undertaking for a survey of regulated investment firms the Branch was the 2018 inaugural in Cyprus, again in co-operation with governance conference which was held other organisations. in November. Under the banner 'A new Era of Board Excellence', this event was both the first conference produced by the Branch, and the first such event to be presented in the jurisdiction. Keynote speakers included the Governor of Bermuda and Fiona Luck, Non-Executive Director at Lloyds of London's Franchise Board, with delegates describing the conference as 'quality and informative'.

IoD Bermuda Branch committee

22 www.iod.com Annual Report and Accounts 2018 | 2018 Overview

IoD Malta IoD Monaco

IoD Malta held a number of interesting Throughout 2018, IoD’s Monaco events keeping directors in touch with branch continued to hold a range of key and emerging issues for business. events drawing together directors One such topic explored was the based in the principality. impact of blockchain technology. Several notable guests appeared at This event brought together academics the branch’s regular lunch sessions, and industry experts to discuss the beginning with Justice Minister ramifications of the technology for Laurent Anselmi in January, who tax and financial crime, also including discussed Monaco’s judicial system, Q&A session moderated by the CEO and the ramifications for directors. of Malta's Digital Innovation Authority. This legal theme was continued at IoD Malta Chair, Edwin Ward, a subsequent meeting later in the commented that "Although almost all year. Thierry Crovetto, who was directors have heard about blockchain, formerly ‘Rapporteur’ for Monaco’s they don’t necessarily have a clear idea Parliament, the Conseil National, and about its implications. This event has was involved in developing Monaco’s opened minds to the opportunities and new Private International Law Code, the risks, especially in the Boardroom. joined members for another lunch session. Crovetto explored a number of pertinent issues for directors, such as portfolio management, and in particular regarding Multi-Family Offices, the law around which he helped evolve.

During the rest of the year, members also gained insight on a number of other pressing issue for businesses, such as cyber security, reputation management, the skills and education system, and the complications and consequences of Brexit. Multiple notable experts joined these sessions, from firms such as Schillings, Check Productions, and S-RM, resulting in numerous productive discussions, aiding our members’ development as directors and leaders.

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Our People and Culture

Our people are the foundation upon Engagement which our services are provided. At the IoD, we recognise that two way We are proud of the expertise we communication is essential to our staff have in-house, and it is the passion, engagement and the development The number of employees adaptability, and dedication of our of our organisational culture. During (full time equivalent) was 1581 people that will enable the IoD to grow. 2018, we continued our work on staff engagement, increasing our internal Throughout 2018, we focused on communication, including via the Gender composition of our employees, refining our HR processes, investing introduction of Employee Voice, across our organisation1: in our people and supporting our staff forum that plays an important individual opportunity for growth and role in cascading information and development to fulfil their potential. feedback up and down the organisation. This investment enabled 10 of our 17 Peer learning sessions, have continued, 95 senior roles to be filled by promotion providing staff with an opportunity Female from within the IoD. to share knowledge, collaborate and employees build relationships. More recently, we (59%) Values have introduced quarterly staff surveys Shared values are crucial to any to obtain insight into what we do well organisation and the IoD is no exception. and where there may be opportunities To encourage a strong culture and to improve. From this we are able to 67 ensure staff engagement, we are identify any issues and take action. working with them to understand Male employees what values they believe underpin Alongside the staff surveys, there is (41%) our purpose and best represent a suggestions process. This enables the organisation. These values will our people to provide anonymous be rolled out throughout this year feedback at any time, outside of the and will form the basis of our future survey process, helping us to further 2 40% employee value proposition. enhance the IoD by understanding ExCo the challenges and opportunities 3 60% and then taking action where needed. The survey platform also facilitates Head 4 36% peer-to-peer feedback, helping to of promote a strong culture of recognition. Department 7 64%

44% Regional 4 Directors 5 56%

Female: | Male:

NOTE

1. As at May 2019

24 www.iod.com Annual Report and Accounts 2018 | 2018 Overview

Reward and Recognition Wellbeing Rewarding and recognising our people The wellbeing of our people is, as ever, remains paramount to the success of the a critical factor in the health of the IoD. In 2018 we introduced the ‘Above organisation. Recognising this, we work & Beyond Award’, which is a quarterly hard to ensure our people have access recognition of employees - nominated to effective support and guidance. by colleagues - for their exceptional This is achieved by ensuring our efforts and achievements awarded managers are confident in supporting at our quarterly All Staff Meetings. their team, with HR providing guidance. We enhanced our Employee Assistance Recruitment Programme (EAP) offering through During 2018, we reviewed and the appointment of a new provider refreshed our recruitment strategy in 2018 and we have also increased – bringing this in-house. This has our work with our private medical enabled us to control costs whilst insurance provider and others to adding value through an engaging develop our online resources and recruitment process. We are reaching support for staff. high calibre candidates and are able to personally mould their experience, giving them an insight into our developing culture. Vacancies have Ethnic origin1 Length of service1 been filled with talented individuals, including the IoD’s first apprentice - a programme we look to develop further in 2019.

Learning and Development In 2018, we appointed a new HR Business Partner to lead on our L&D strategy.

www.iod.com 25 Our Governance Structure | Annual Report and Accounts 2018

Our Governance Structure

The Board Approves strategy and leads the IoD to achieve long-term success

Non-Executive Chair Non–Executive Directors Director General and Executive Directors • Leads the Board and ensures it • Work with and challenge operates effectively executive directors • Day-to-day management of the • Maintains a culture of openness • Provide independent, external business and implementation and debate perspective of strategy • Ensures effective dialogue • Contribute a broad range of between the Board and members experience and expertise

Committee of the Board and Council

Nomination committee • Leads process for Board and Council appointments • Ensures the completion of an annual review of the performance of governance bodies with focus on the structure, size and composition of the Board and Council • Ensuring that the Board and Council has a reasonable geographical distribution of members and a balance of diversity, sector and background

Committee of the Board

Audit and Risk Remuneration Membership Committee Accreditation and Committee Committee Standards Committee • Advises on membership, • Oversees financial • Advises on the member services • Approves standards/ reporting, internal compensation and provided by the IoD competencies required control, risk terms of employment and membership by directors and boards management systems for senior members conduct matters and the methods for and audit processes of staff and executive assessing directors directors • Responsible for independent assurance of Chartered Director programme • Ensures all current activity reflected in the academic regulations

Executive Committee

Is responsible for the ongoing management of the • Responsible for the development and Institute. It considers day-to-day operational matters implementation of the strategy for running the business and reviews performance • The development and delivery of business plans of the Institute and in line with the strategic plan. and budgets The Executive Committee generally meets on a • Approval of procedures and policies monthly basis and is chaired by the Director General. • The monitoring of operating and financial performance The Director General then reports to the Board. • Health and safety management

26 www.iod.com Annual Report and Accounts 2018 | Our Governance Structure

Summary The Council Guardian of the Our governance structure is an We are immensely proud of the constitution to make integral part of the way the Institute diversity and depth of experience sure that the Chartered of Directors delivers its Royal Charter contained in our Board and Council, obligations and its strategy, supporting which are responsible for the Institute’s Objects are being effective decision-making and enabling strategic direction and sustainability. delivered the right people to have access to the right information at the right time. Council • Appoints and removes the IoD non-executives The Council 1 The Board1 and determines their independence • Critiques and provides opinion to the Board on the overall progress of the IoD • Holds the Board to account • Monitors the Board’s engagement with membership and stakeholders Female | 40% Female | 50% • Appoints and removes the senior independent Male | 60% Male | 50% council member NOTE

1. As at May 2019

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Governance of the Institute

The Institute of Directors As a chartered organisation, initial • The Council also appoints Board was established in control of the Institute is vested in members, via the recommendations the members and the Institute is of the Nomination Committee 1903 and became a fundamentally controlled by the (the joint committee of the Board body corporate under Privy Council and in turn the Queen and Council). Council members in Council. The Institute does not have appointments are approved Royal Charter in 1906. owners and it is not subject to the by members at the Annual The IoD’s constitution normal laws and regulations relating to General Meeting. the operation of registered companies. comprises the charter, The Institute, however, is accountable • The Board is responsible for the by-laws and regulations. to the public as well as its members overall leadership of the Institute and must therefore meet the public and for holding the executive to The Institute’s principal interest test in pursuit of its objects. account. The Board approves office is at 116 Pall Mall, the strategy and is responsible The IoD is committed to a high standard for setting the Institute’s values, London, SW1Y 5ED. of governance and adopts best practice standards, aims and objectives and The Board is responsible recommendations as a guide to its own for delivering them in line with the governance. Our governance structure Charter Objects. The Board has a for all of the affairs of shapes the way that information number of sub-committees which the Institute and the flows throughout the Institute and we support its decision making across constantly strive to improve our own the Institute. The sub-committees Council is the forum in governance procedures and processes. of the Board are: the Audit and which the Board is held The relationship between the Board, Risk Committee, Remuneration Council and committees as defined Committee, Membership Committee directly accountable to in the Institute’s constitution are: and the Accreditation and Standards the charter. Committee. There is also an • The Queen in Council and Privy established geographic network, Council granted the Institute its which reports to Board via the Royal Charter and by-laws. Director of Regional Engagement.

• The membership approve any changes to the Royal Charter prior to submission to the Queen in Council and Privy Council who approve any changes to the charter and by-laws.

• The Council is the guardian of the constitution and considers any changes to the constitution before they are considered by membership.

28 www.iod.com Annual Report and Accounts 2018 | Governance of the Institute of Directors

IoD Council X During 2018 the Board and Council Council’s ability to focus on and deliver approved a number of recommended its constitutional purpose has been changes to the governance structure enhanced during the past year through of the IoD, in order to further strenghten the restructuring of agendas and their configuration. As a result the Senior improving the relevance of paperwork Independent Council Member (SICM) and contextual information, plus a now chairs the Council. The SICM is means of reporting back and closing currently Prof Dame Joan Stringer. loops on previous discussions.

Role of Council The conduct of meetings has been The Institute’s Council acts in an further improved so as to engender oversight and advisory capacity as a much more open and transparent Prof Dame Joan Stringer guardian of the Institute, representing dialogue between the Board and Council, the interests of its members and or their representatives either at, or Chair of Council and SICM holding its Board to account for the between, meetings and where issues are delivery of the objects of the Institute surfaced and addressed constructively. contained in its Royal Charter. In this regard, a better interaction with the Board around strategic Council provides critique and opinion priorities, with particular emphasis to the Board on the overall progress on the membership proposition and of the Institute, including monitoring engagement, has been essential. engagement with stakeholders. Council is not simply a receiver Council members engage and of information but also has the communicate with the Institute’s ability to comment, inform and, members and ensure that their views if appropriate, influence on behalf and interests are properly represented of the membership, strategic choices. and considered by the Institute as Council has a reserved section on the appropriate. Agenda for “items to be recommended for consideration by the Board”. In exercising its powers the Council is bound by the Institute’s Royal At least one Council meeting is Charter, By-Laws and Member Rules held on the same day as the Board and Regulations. during the year, and opportunities are provided for Board and Council Council meetings to interact socially outside of the Three to four Council meetings are meeting room. To further facilitate the scheduled throughout the year and Council’s ability to inform, advise and Council members are required to communicate with the Board on behalf ensure that they allocate sufficient of the membership will be further time to discharge their duties facilitated by an annual ‘Strategy Day’ effectively. Council meetings take between the two bodies, the first of place on different dates to Board which is scheduled for June 2019. meetings. Therefore, Board members, including the Institute Chair, are invited The Council agenda is set by the to provide updates or discuss specific SICM, in conjunction with the Institute matters at Council meetings. Secretary. Each scheduled meeting includes a Chair of the Institute Report, Council has adopted a number of Director General Report, Financial mechanisms in order to enable them to Report and various updates on the discharge their responsibility in holding activities considered by the Board the Board to account. and governance matters.

www.iod.com 29 Governance of the Institute of Directors | Annual Report and Accounts 2018

During 2018 particular areas considered Elected Council Members Regional Council Members by the Council, and discussed with Board members, either directly or Chair of Council and SICM Members following receipt of reports from > Prof Dame Joan Stringer > Ceinwen Jean Church Senior Management and Committee > Brian Hall Chairs, included: Members > Roger Marsh OBE > Ellen Miller > David Sales • Financial performance of the Institute > Sarah Soar > Emma Sheldon MBE > David Trenchard > Garry Smith • Strategy update > Laura Wyld, Baroness Wyld > Nick Sturge > Paul Terrington • Preparations for the General Data Protection Regulation International Appointed New Members Representative > Aidan O'Carrol (October 2018) • Governance review – approval of the recommendations of the > Rick Denton Member Departures Governance Review Group > Andrea Delay (July 2018) > Prof Ian McKay (July 2018) • Membership and Professional Under 25 Directly Appointed > Philip Warr (July 2018) Development. Representative

Care is taken to ensure that information > Declan Mulholland is circulated in good time before Council meetings, and that papers are presented clearly and with the appropriate level of detail to enable Composition of the Council 1 Council Regional Representation1 the Council to discharge its duties.

The past year has been particularly challenging for the Institute and this is reflected in the reported financial position. Council receives frequent updates on the financial position and strategic direction of the Institute and, whilst remaining seriously concerned about the financial health of the Institute, has welcomed the reassurances from the Board that progress is now being Elected Council Members | 38% Scotland | 13% made in these particular areas, in Regional Council Members | 56% Wales | 6% particular the monitoring and control of International Council Members | 6% Northern Ireland | 6% the budgetary process. Council has also received detailed updates on the Board’s East Midlands | 6% Strategy to stabilise and to transform NOTE East of England | 6% the fortunes of the Institute through a 1. As at May 2019 International representative | 6% revised membership proposition and North East | 13% decentralising operations. North West | 6% South | 19% South West | 6% West Midlands | 13%

30 www.iod.com Annual Report and Accounts 2018 | Governance of the Institute of Directors

IoD Board

The Board’s responsibility for leading the Institute and overseeing the governance of the organisation continues to be supported by a robust structure which allows for constructive debate and challenge by its members. This approach enables the Directors to make effective decisions, at the right time and based on the right information.

Leadership As at 31st May 2019 the Board comprises the Chair, eight independent Non- Executive Directors and two Executive Directors. The Institute’s rigorous and transparent procedures for appointing new Directors are led by the Nomination IoD Board and Institute Secretary, February 2019 Committee. The composition of the Board is fundamental to its success in providing strong and effective leadership. Non-Executive Directors Role of the Board are appointed for specified terms, The Board has reserved key decisions usually of three years with an option to and matters for its own approval, stand for a reappointment for a second including its core responsibilities of term of three years. The Nomination setting the Institute’s strategic direction, Committee is responsible for reviewing overseeing the delivery of the agreed the composition of the Board and strategy, managing risk and establishing assessing whether the balance of skills, the culture, values and standards of experience, knowledge and diversity the Institute as a whole. Matters below is appropriate to enable them to the financial limit set by the Board are operate effectively. delegated to the Executive Committee. The Board culture is one of openness and constructive debate; the Chair has a continued dialogue with individual Directors outside formal Board meetings to allow for open, two-way discussion about the effectiveness of the Board, its Committees and its members. The Chair is therefore able to remain mindful of the views of the individual Directors.

www.iod.com 31 Governance of the Institute of Directors | Annual Report and Accounts 2018

Division of responsibilities Board Non-Executives Board Executive Directors There is a clear written division of responsibilities between the Chair Chair Members (who is responsible for the leadership > Charlotte Valeur > Jim Jordan and effectiveness of the Board) and the Director General (who is responsible Senior Independent Director New Members for managing the Institute’s business). > Alexander Simpson > Anna Daroy (April 2019) The Board has delegated authority for the day-to-day management of Members Member Departures the business to the Director General, > Deborah Davis > Louise Gulliver (appointed October with specific areas of the business > Kirsty Lloyd-Jukes 2018, departed May 2019) being managed by the other Executive > Dr Suzy Walton > Stephen Martin (January 2019) Directors. The Executive Directors > John Watson are involved in, or aware of, all major activities and are therefore extremely New Members well placed to ensure that any > Amaechi Nsofor (February 2019) Composition of the Board1 decisions align with the Institute’s > Femi Bamisaiye (February 2019) agreed strategy. Member Departures Board meetings > Chris Walton (September 2018) The Board agenda is set by the Chair, in conjunction with the Director General and Institute Secretary. Each scheduled meeting includes a Director General Report delivered by the Director General and a Finance Report delivered by the Chief Financial Officer as well as regular updates Non-Executive Directors | 80% on the activities of various standing Executive Directors | 20% Committees. Discussions also take place on strategic proposals, legal and governance matters. NOTE 1. As at May 2019 Conflicts of interest The Directors are required to avoid a situation in which he or she has, or can have, a direct or indirect conflict with the interests of the Institute. The Institute has established a procedure whereby the Directors are required to notify the Chair and the Institute Secretary of all new outside interests and actual or perceived conflicts of interest that may affect them in their roles as Directors of the IoD.

32 www.iod.com Annual Report and Accounts 2018 | Governance of the Institute of Directors

Nomination Committee

Role and responsibilities Board and Council membership Diversity The Committee ensures integrity in The Committee regularly reviews the The Committee, the Board and all IoD office holder appointments structure, size and composition of the Council continue to pay full regard by setting the overall appointment Board and Council in order to ensure to the benefits of diversity, including principles and processes, carrying it is made up of the right people with gender diversity, both when searching out Board, Director General and the requisite skills and experience, for candidates for Board and Council Council appointment processes and including diversity of thought and appointments and when the Institute by ensuring ongoing succession approach, who can provide strong and is searching for candidates for other planning. The Committee is a joint effective leadership to the business appointments. The Institute currently Committee of the Board and Council. and support delivery of the Institutes’ has five female Board members, four strategy and Charter Objects. of whom are Non-Executive Directors. The Committee’s principal This represents 50% female Board responsibilities remain: Succession planning membership as at May 2019 (2017: 37%). The Committee is responsible for • To approve the appointment reviewing the succession plans for the principles for all IoD office holders Board and Council. The succession and the processes by which the plans for the Executive Directors are principles will be delivered prepared on immediate, medium and long term basis while those for • To ensure that the appointment Non-Executive Directors and Council of all Board and Council members Members reflect the need to regularly delivers a balance of skills, refresh the Board and Council. Such knowledge, experience, plans take account of the tenure of diversity and a geographical individual members. The Director spread of members General, with the support of the HR Director, is responsible for developing • To annually review the effectiveness succession plans for executives and of governance across the Institute senior management. and to make recommendations in regard to the structure, size and composition of the Board and Council (effectiveness reviews are carried out by Board and Council separately)

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Appointment process for Focus for coming year Chair Board Directors Having overseen major changes to > Prof Dame Joan Stringer In the past year, the Committee membership of the Board over the undertook a process to identify, last 12 months, the Committee is now Members select and make recommendations focusing its attention for the coming > Kristy Lloyd-Jukes to the Board and Council in relation months on undertaking a structured > Sarah Soar to the appointment of a new Chair of review of the succession plans for > Nick Sturge the Institute and two Non-Executive Council and conducting a recruitment > Dr Suzy Walton Directors. process for a new Director General. > John Watson

This process is set out below: New Members > Brian Hall (July 2018) > Charlotte Valeur (September 2018)

Role requirements 1 The Committee prepared detailed role specifications setting out the skills, knowledge, experience and attributes required for the role(s).

Search process 2 Under the direction of the Committee, Odgers Berndtson (for the Chair of the Institute appointment) and Mullwood Partnership (for the Non-Executive Director appointments), external search consultancies, were engaged to facilitate the search process.

Review 3 Details of preferred candidates were presented to, and considered by the Committee. Shortlisted candidates were invited to interview by the Committee and Board and Council members as appropriate.

Recruitment 4 The Committee considered the feedback from interviews and made recommendations to the Council as to the appointments of Charlotte Valeur as Chair of the Institute and Amaechi Nsofor and Femi Bamisaiye as Non-Executive Directors. The appointments were formally announced following approval by the Council.

34 www.iod.com Annual Report and Accounts 2018 | Governance of the Institute of Directors

Sub-committees of the Board

Audit and Risk Committee (ARC) Role and Responsibilities The Audit and Risk Committee (ARC) continues to play a key role in overseeing the integrity of the Institute’s financial statements Financial Reporting – Monitoring the integrity of the Institute’s financial including the Annual Report and statements and considering significant financial reporting issues, Accounts as well as ensuring that a judgements and estimates. sound system of internal control and External Audit - Oversight and remuneration of the external auditor, risk management is in place. assessing effectiveness and making recommendations to the Board on the appointment of the external auditor. The past year has seen significant change to the membership of the Internal Audit and Controls – Monitoring and reviewing the adequacy Committee. John Watson was and effectiveness of the internal financial controls and risk management appointed Chair of ARC in September and approving the statements to be included in the annual report 2018 and we have welcomed five new concerning internal control and risk management members: Aidan O’Carroll, Amaechi Nsofor, Ellen Miller, David Trenchard Risk Management - Reviewing the system of internal control and and Dr Suzy Walton. The Committee risk management continues to be composed mainly of independent Non-Executive Directors and Council members with sufficient financial experience, commercial External Audit The Board has delegated responsibility acumen and sector knowledge to fulfil The Committee is responsible for for overseeing the effectiveness their responsibilities. John Watson, overseeing the relationship with the of the Institute’s risk management Aidan O’Carroll and Amaechi Nsofor external auditor and for considering their and internal control systems to the are deemed to meet the specific terms of engagement, remuneration, Committee. During the past year the requirement of having significant, effectiveness, independence and risk register has been reviewed and recent and relevant financial experience. continued objectivity. The Committee work has been initiated to deliver a annually reviews the audit requirements new method and framework in order Members of the senior management of the Institute, for the business and in to ensure a more comprehensive team, including the Chief Financial the context of the external environment, approach to risk is taken across the Officer, Institute Secretary, and placing great importance on ensuring organisation in a consistent manner representatives of the external auditors a high quality, effective External of risk identification and assessment. are invited to attend Committee Audit process. A specific method suitable for small meetings. In addition the Director and medium sized businesses and General and other key employees are Risk management and specifically relevant to Not-for-Profit invited to attend part, or all, of specific Internal Control organisations was considered as the Committee meetings. The Committee The Committee has reviewed the most appropriate for the IoD. meets privately with external auditors internal control function of the Institute and continues to be satisfied that and has commenced a process of There are risks created from the neither is being unduly influenced by engaging an external review of internal automated interfacing of the (2016) management. The Committee Chair, audit and controls. The review would installation of the CRM systems to additionally holds regular meetings ensure that an independent and financial ledgers. These risks include with the Director General, Chief objective assurance advice is provided, completeness, accuracy and existence Financial Officer and other members designed to recommend where needed of financial postings. To compensate, of management to obtain a good improvements of the effectiveness the ARC has requested extra substantive understanding of key issues affecting the of the governance, risk management testing be undertaken during the Institute and is thereby able to identify and internal controls framework in external audit process and a long those matters which require meaningful mitigating the key risks of the Institute. term plan developed to eliminate discussion at Committee meetings. this specific risk next year.

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The Institute’s whistleblowing Remuneration Committee Focus for the coming year arrangements, which enable all staff, In 2019, the Committee will continue including temporary and agency staff, The Remuneration Committee has to focus on the design of remuneration to report any suspected wrongdoing, delegated responsibility for designing policies, structures and schemes which remained unchanged during the and determining remuneration for incorporate suitable links between year. These arrangements, which the Director General, Executive remuneration, strategy and long-term are monitored by the HR Director Directors and the next level of senior sustainable success. and General Counsel, include an management. independent and confidential whistleblowing service provided The past year has seen significant Remuneration Committee by a third party. change to the membership of the Committee. Deborah Davis was Chair Focus for the coming year appointed Chair of the Remuneration > Deborah Davis In 2019, the Committee will continue Committee in February 2019 and we to focus on the processes by which have welcomed two new members: Members the Board identifies, assesses, Femi Bamisaiye and Charlotte Valeur. > Kirsty Lloyd-Jukes monitors, manages and mitigates risk > Dr Suzy Walton particularly in light of the membership The Committee has commenced a full decline, current financial position of review of the Institute’s Remuneration New Members the Institute and uncertainty arising policy and incentives. The review > Femi Bamisaiye (February 2019) from the UK’s decision to leave the EU. will include matters such as any > Charlotte Valeur (September 2018) The Committee will also continue to pay principles applied across the monitor key risk areas for the business, organisation, base pay, benefits, and Member Departures particularly, but not limited to General all incentives and aspects of financial > Chris Walton (September 2018) Data Privacy Regulation compliance, and non-financial reward. cyber security and Health and Safety. The Remuneration Committee reviews employee remuneration and related Audit and Risk policies. The purpose of this review is to ensure the reward, incentives and Chair conditions available to the Institute’s > John Watson employees are taken into account when deciding the pay of executive Members directors and senior management; > Andrew Rinker This enables the Remuneration Committee to feedback to the Board New Members on employee reward, incentives and > Aidan O’Carroll (April 2019) conditions, and support the latter’s > Amaechi Nsofor (April 2019) monitoring of whether the Institute’s > Ellen Miller (April 2019) policies and practices support culture > David Trenchard (September 2018) and strategy. > Dr Suzy Walton (September 2018)

Member Departures > Chris Walton (September 2018)

36 www.iod.com Annual Report and Accounts 2018 | Governance of the Institute of Directors

Accreditation and Standards Membership Committee Institute Secretary Committee (ASC) The Institute Secretary ensures the Recent changes in the leadership highest standards of governance and The Accreditation and Standards of IoD membership, and a more compliance with legal requirements and Committee is chaired by Dr Suzy integrated approach to professional best practice. This includes providing Walton (non-executive director) development and membership, support and advice to all Board, Council and members of the committee are has presented a good opportunity and Committee members and acting appointed by the board. The ASC to review the structure of the as the conduit for all communication sets the educational competencies Membership Committee, to ensure and engagement with them. and standards for directors and it continues to deliver value to boards, oversees the standards for members and the IoD executive alike. The role contributes to achieving the external accreditation providers and The Committee is due to reconvene aims of the IoD by advising on and maintains and protects the integrity with a refreshed membership in ensuring compliance with the laws and of the professional standards for due course. good governance practices relating to candidates for the principal professional the workings of the organisation, and assessments conducted by and under with the IoD’s Constitution. the auspices of the Institute. The ASC Membership Committee met three times during 2018. Member Departures Institute Secretary The Committee’s main > Ann Jordan (February 2018) responsibilities remain: > Gerry Jones (February 2018) > Kristina Lewis > John Knapton (February 2018) • To approve the competency > Garry Smith (February 2018) framework, accredited learning > Adam Soliman (February 2018) Departures outcomes and assessment criteria. > Josephine Swinhoe (February 2018) > Junior Bammeke (December 2018) > Abigail Chase (Interim - October • To approve code of conduct and 2018) CPD requirements for professional competency of Chartered Directors.

• To ensure the safeguarding of the IoD’s powers to award by adherence to the accreditation principles and our Policies and Procedures and to escalate any issue to Board for resolution where integrity is not being maintained.

Accreditation and Standards

Chair > Dr Suzy Walton

Members > Giorgio Bendoni > Suzy Brain England OBE > James Gambrell > Robert Smith

New Members > Carmel McKinney (June 2018) > John Warden (June 2018)

www.iod.com 37 Statement of Board Responsibilities | Annual Report and Accounts 2018

Statement of Board Responsibilities

As a body corporate In preparing the financial statements, Each Board member confirms that: established by Royal the Board is required to: • so far as they are aware, there is no Charter, the Institute • select suitable accounting policies relevant audit information of which is obliged to comply and apply them consistently the Institute’s auditor is unaware with its constitution • make informed judgments and • they have taken all necessary steps (comprising charter, estimates that are reasonable to ensure that they are aware of and prudent any relevant audit information by-laws and regulations). and to establish that the Institute’s The constitution requires • state whether applicable United auditor is aware of the information Kingdom accounting standards that the Board lays have been followed, subject to The Board is responsible for the before the members, any material departures disclosed maintenance and integrity of the and explained in the financial financial information included on in a general meeting, statements the Institute’s website. Practice in financial statements for the United Kingdom governing the • prepare the financial statements on preparation and dissemination of the year which give a true the going concern basis unless it is financial statements may differ from and fair view of the state inappropriate to presume that the practice in other jurisdictions. institute will continue in operation of affairs of the Institute. The financial statements The Board is responsible for keeping adequate accounting records that must include the surplus disclose with reasonable accuracy at or deficit of the Institute any time the financial position of the Institute. The Board is also responsible for that period. The Board for safeguarding the assets of the is also required to approve Institute and taking reasonable steps to ensure the prevention and the financial statements detection of fraud and any other only if they are satisfied irregularities. that they give a true and fair view of the state of affairs of the Institute and of the surplus or deficit for that period.

38 www.iod.com Annual Report and Accounts 2018 | Financial Review

Financial Review

Overall Results Income Expenditure

This year returned a very disappointing Membership Income Total expenditure of £30,688k was position that led to a deficit, and a Membership income fell by £974k £3,230k higher than the prior year, worsening of result when compared to to £10,250k in 2018 (down 8.7%). and is analysed across Membership, the prior year. Despite investment in The reduction in income in 2018 was Revenue Earning Activities, Member both capital expenditure and strategic due to a fall in overall membership Services, Operating and Overhead initiatives for the future, revenue for numbers by about 8%, though we Costs and Representation and the year was down nearly 1% with have continued to witness growth Directorate, as shown in Analysis total costs increasing by over 10%. during the same period within of Operating Surplus by Activities. our membership propositions, At 31st December 2018 the Accumulated IoD Advance and IoD99. Employment Costs Fund stood at £4,221k compared with Employment costs are by far the £8,204k a year earlier, a decrease of Membership contribution decreased by biggest costs incurred by the IoD. £3,983k which reflects the deficit for £1,032k to £8,340k in 2018 (down 11%), In 2018, employment costs increased the year. as shown in the Analysis of Operating by £921k (8.4%) to £11,931k. Surplus by Activities. At the end of 2018, the balance of cash Direct and Indirect Costs and cash equivalents, including those Revenue Earning Activities There was an increase in direct and held as investments, decreased by Income from revenue earning activities indirect costs in the year as they rose £2,660k to £7,452k. Further details of increased by £829k (6.0%) to £14,538k £2,351k (19.4%) to £14,494k. The main cash movements during the year can with sales increases of over £100k in increases were approximately £607k in be found in the Consolidated Cash Hospitality and Professional (Director) the delivery of Professional (Director) Flow Statement. Development, and sales decreases of Development services, where we have over £100k in Director Publications also seen an uplift in income, £458k (this was outsourced from May 2017) in Director Events that was primarily and Director Events. Professional related to the cost associated with (Director) Development remained running the Open House event in as the area with the highest sales at 2018, £820k in IT, iod.com, Marketing £8,136k which was 12% up on the prior and New Initiatives relating to spend year (2017: 11%). In the last two years on Programme Transform, increased revenue from Professional (Director) Marketing, and ensuring the organisation Development training has increased is GDPR compliant, £354k in Regional by 25%. Services from further investment in our Regions and Nations, and £1,445k Director Publications and the “Director” in Central Administration relating to magazine were outsourced from May increased recruitment and legal costs 2017, to a third party contract publisher, incurred during the year, along with SevenC3. the redundancy costs associated with a restructure that occurred. In addition, costs have decreased by £180k within Director Publications following the outsourcing in 2017, £202k in Member benefits following the removal of our national agreement with Regus, and £339k in Policy Directorate due to a change in the shape and focus of the team.

www.iod.com 39 Financial Review | Annual Report and Accounts 2018

Property Expenditure Donations Ongoing property expenditure was There were charitable donations made £49k higher in 2018, at £2,702k, primarily during the year of £500 (2017: £nil). as an increase in business rates. Throughout the year our branches Capital Expenditure across the regions and nations Capital expenditure of £461k was supported a number of charities at local incurred during the year which events. Some of the charities supported was £1,573k lower than in 2017. by our branches include Mencap, Action for Children, ABF The Soldiers' Creditor Payment Policy Charity, Acorns Hospice, Young The Institute was one of the founding Enterprise, Duke of Edinburgh Awards, members of the Prompt Payment Teenage Cancer Trust, Help the Heroes, Code and is a supporter and signatory St. Luke's Hospice, Cardiff Military of the scheme: Wives Choir, Birmingham Children's www.promptpaymentcode.org.uk Hospital, Penny Brohn Cancer Care, and Northern Ireland Hospice. For all trade creditors, it is the Institute’s policy to agree terms of 2018 also saw no political donations payment with suppliers, at the start (2017: £nil). of business, and to ensure that they are paid in accordance with the Going Concern agreed contractual and other legal In considering whether or not the obligations. The trade creditors Institute should prepare the financial balance at 31st December 2018 statements on a going concern basis, represented an average payment the Board has examined all available period of approximately 30 days information. This includes reviewing the (2017: 32), based on the ratio of latest financial information available, the Institute’s trade creditors to the as well as the trading and cash flow amounts invoiced during the year. forecasts; including the assumptions that underpin these. In addition, the Board has also considered the longer term plans of the Institute, including the status of the current Transformation Program.

After reviewing the information available, the Board considers that the Institute has adequate resources to continue in operational existence for the foreseeable future. For this reason, the going concern basis continues to be adopted in preparing the financial statements.

40 www.iod.com Annual Report and Accounts 2018 | Independent Auditor’s Report

Independent Auditor’s Report

Opinion Basis for opinion Other information We have audited the non-statutory We conducted our audit in accordance The Board is responsible for the other consolidated financial statements with International Standards on Auditing information. The other information (“the financial statements”) of the (UK) (ISAs (UK)) and applicable comprises the information included Institute of Directors (“the Institute”) for law. Our responsibilities under those in the annual report and financial the year ended 31 December 2018, which standards are further described in the statements, other than the financial comprise the consolidated statement Auditor’s responsibilities for the audit statements and our auditor’s report of income and retained earnings, of the financial statements section of thereon. Our opinion on the financial the consolidated balance sheet, our report. We are independent of the statements does not cover the other consolidated statement of cash flows, Institute in accordance with the ethical information and, except to the extent and the related notes to the financial requirements that are relevant to our otherwise explicitly stated in our statements, including a summary audit of the financial statements in the report, we do not express any form of significant accounting policies. United Kingdom, including the Financial of assurance conclusion thereon. The financial reporting framework that Reporting Council’s Ethical Standard, has been applied in their preparation and we have fulfilled our other ethical In connection with our audit of the is applicable law and United Kingdom responsibilities in accordance with financial statements, our responsibility Accounting Standards, including these requirements. We believe that is to read the other information and, Financial Reporting Standard 102 the audit evidence we have obtained in doing so, consider whether the ‘The Financial Reporting Standard is sufficient and appropriate to provide other information is materially applicable in the UK and Republic of a basis for our opinion. inconsistent with the financial Ireland’ (United Kingdom Generally statements or our knowledge Accepted Accounting Practice). Conclusions relating to going concern obtained in the audit or otherwise We have nothing to report in respect appears to be materially misstated. In our opinion, the financial statements: of the following matters in relation to which the ISAs (UK) require us to If we identify such material • give a true and fair view of the report to you where: inconsistencies or apparent material state of the Institute’s affairs as misstatements, we are required at 31 December 2018 and of its • the Board’s use of the going to determine whether there is a income and expenditure for the concern basis of accounting in material misstatement in the financial year then ended; and the preparation of the financial statements or a material misstatement statements is not appropriate; or of the other information. If, based • have been properly prepared in on the work we have performed, accordance with United Kingdom • the Board has not disclosed in the we conclude that there is a material Generally Accepted Accounting financial statements any identified misstatement of this other information, Practice. material uncertainties that may cast we are required to report that fact. significant doubt about the Institute’s ability to continue to adopt the going We have nothing to report in this regard. concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

www.iod.com 41 Independent Auditor’s Report | Annual Report and Accounts 2018

Opinion on other matters Responsibilities of the Board A further description of our In our opinion, based on the work As explained more fully in the responsibilities for the audit of the undertaken in the course of the audit Statement of Board’s Responsibilities financial statements is located on the the information given in the annual within the annual report, the Board Financial Reporting Council’s website at report for the financial year for which is responsible for the preparation of www.frc.org.uk/auditorsresponsibilities. the financial statements are prepared is the financial statements and for being This description forms part of our consistent with the financial statements. satisfied that they give a true and fair Auditor’s report. view, and for such internal control as Matters on which we are required the Board determine is necessary to Use of our report to report by exception enable the preparation of financial These financial statements were In the light of the knowledge and statements that are free from material prepared solely for the purposes of understanding of the Institute and its misstatement, whether due to fraud management of the Institute’s affairs, environment obtained in the course of or error. and have not been prepared under the audit, we have not identified material section 394 of the Companies Act misstatements in the annual report. In preparing the financial statements, 2006 and are not statutory financial the Board are responsible for assessing statements. Our audit work has been We have nothing to report in respect the Institute’s ability to continue undertaken so that we might state to of the following matters which we as a going concern, disclosing, as the Institute’s Directors those matters are required to report to you if, applicable, matters related to going we are required to state to them in in our opinion: concern and using the going concern an auditor’s report and for no other basis of accounting unless the Board purpose. To the fullest extent permitted • adequate accounting records have either intend to liquidate the Institute by law, we do not accept or assume not been kept, or returns adequate or to cease operations, or have no responsibility to anyone other than the for our audit have not been received realistic alternative but to do so. Institute and the Institute’s Board as a from branches not visited by us; or body, for our audit work, for this report, Auditor’s responsibilities for the or for the opinions we have formed. • the financial statements are not audit of the financial statements in agreement with the accounting Our objectives are to obtain reasonable records and returns; or assurance about whether the financial statements as a whole are free from • certain disclosures of directors’ material misstatement, whether due to remuneration are not made; or fraud or error, and to issue an Auditor’s report that includes our opinion. • we have not received all the Reasonable assurance is a high level Buzzacott LLP information and explanations of assurance, but is not a guarantee Chartered Accountants we require for our audit. that an audit conducted in accordance 130 Wood Street with ISAs (UK) will always detect a London material misstatement when it exists. EC2V 6DL Misstatements can arise from fraud or error and are considered material 13th June 2019 if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

42 www.iod.com Annual Report and Accounts 2018 | Consolidated Income and Retained Earnings – for the year ended 31st December 2018

Notes 2018 2017

2. INCOME £’000 £’000

Membership income 10,250 11,224

Revenue earning activities 14,538 13,709

Other trading income 1,593 1,471

Interest receivable 90 65

26,471 26,469

2. EXPENDITURE

3. Employment costs 11,931 11,010

Direct and indirect costs 14,477 12,143

Property expenditure 2,702 2,653

Loss on disposal of fixed assets 2 2

Depreciation and amortisation 1,576 1,650

30,688 27,458

2. Deficit before taxation (4,217) (989)

5. Taxation - -

Deficit after taxation (4,217) (989)

OTHER COMPREHENSIVE INCOME

17. Closed defined benefit pension scheme adjustment 234 39

Total comprehensive loss (3,983) (950)

RECONCILIATION OF ACCUMULATED FUNDS

Accumulated funds at 1st January 8,204 9,154

Accumulated funds at 31st December 4,221 8,204

All operations in the year and in the comparative year were continuing.

www.iod.com 43 Consolidated Balance Sheet – at 31st December 2018 | Annual Report and Accounts 2018

Notes 2018 2017

FIXED ASSETS £’000 £’000

6. Tangible fixed assets 3,751 4,590

7. Intangible fixed assets 624 898

4,375 5,488

CURRENT ASSETS

8. Debtors 2,740 3,420

9. Cash at bank and in hand 7,452 10,112

10,192 13,532

CURRENT LIABILITIES

10. Creditors – amounts falling due within one year (4,336) (4,216)

11. Deferred membership income (4,506) (4,900)

Total current liabilities (8,842) (9,116)

Net currents assets 1,350 4,416

Total assets less current liabilities 5,725 9,904

44 www.iod.com Annual Report and Accounts 2018 | Consolidated Balance Sheet – at 31st December 2018

Notes 2018 2017

NON CURRENT LIABILITIES £’000 £’000

11. Creditors – amounts falling due after more than one year (1,504) (1,700)

Net assets 4,221 8,204

Represented by:

Accumulated funds at 31st December 4,221 8,204

The financial statements on pages 43 to 60 were approved by the Board on 13th June 2019 and were signed on its behalf by:

Charlotte Valeur Anna Daroy Jim Jordan Chair of the Institute Interim Director General, Chief Financial Officer Operations

13th June 2019 13th June 2019 13th June 2019

www.iod.com 45 Consolidated Statement of Cash Flows – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes 2018 2017

£’000 £’000

Net cash used in operating activities (note A) (2,289) (482)

Cash flows used in investing activities

Interest received 90 65 Purchase of tangible and intangible fixed assets (461) (2,034)

Net cash used in investing activities (371) (1,969)

Change in cash and cash equivalents in the year (2,660) (2,451)

Cash and cash equivalents at 1st January 10,112 12,563

Cash and cash equivalents at 31st December (note B) 7,452 10,112

A Reconciliation of net deficit for the year to net cash flows from operating activities Deficit for the year (4,217) (989)

Adjustments for:

Taxation charge 0 0 Tax paid 0 (50) Depreciation on tangible and intangible fixed assets 1,576 1,648 Loss on disposal of fixed assets 2 2 Interest receivable and similar income (90) (65) Decrease in debtors 680 358 Increase in trade creditors 65 301 Increase / (decrease) in other creditors, accruals and provisions 139 (1,162) Increase / (decrease) in multiple years’ advance membership over one year (196) (369) Increase / (decrease) in deferred membership income (394) (357) Increase / (decrease) in other deferred income (88) 162 Difference between pension charge and cash contributions 234 39

Net cash used in operating activities (2,289) (482)

B Analysis of cash and cash equivalents

Cash at bank and in hand 7,452 (10,112)

46 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Note 1 Accounting Policies

The Institute of Directors (the “Institute”) Basis of Accounting and Consolidation Assessment of Going Concern is not subject to the Companies These financial statements have The Board has assessed whether the Act 2006. However, these financial been prepared for the year to use of the going concern assumption statements have been prepared in 31st December 2018. is appropriate in preparing these accordance with applicable Accounting financial statements. The Board have Standards in the United Kingdom and The financial statements comprise made this assessment in respect of a incorporate the disclosures required the consolidated accounts of the period of one year from the date of by the Companies Act 2006 in respect Institute, its wholly owned subsidiaries, approval of these financial statements. of directors’ emoluments for a private The Director Publications Limited, IoD limited company. Management Limited, iod.com Limited, The Board has concluded that there and Tomorrow’s Directors Limited are no material uncertainties related The principal accounting policies and the net revenue and assets of its to events or conditions that may cast adopted, judgements and key sources branches. Financial statements for the significant doubt on the ability of of estimation uncertainty in the Institute of Directors alone have not the Institute to continue as a going preparation of the accounts are laid been presented. concern. The Board considers that the out below. Institute has adequate resources to The financial statements have been continue in operational existence for prepared under the historical cost the foreseeable future. For this reason, convention with items recognised the going concern basis continues at cost or transaction value unless to be adopted in preparing the otherwise stated in the relevant financial statements. accounting policies below or the notes to these accounts. Membership Income The financial statements have Annual membership subscriptions are been prepared in accordance with recognised as income on an accruals the Financial Reporting Standard basis applicable to the membership applicable in the UK and Republic period, and part of the subscription of Ireland (FRS 102). applicable to the following year is carried forward as deferred income. The financial statements are presented In the case of multiple year membership in sterling and are rounded to the subscriptions, an annual allocation is nearest thousand pounds. included within income for the year, the unutilised income being carried forward to future years. Critical Accounting Estimates and Areas of Judgement Election fees are accounted for Preparation of the accounts requires on a receipts basis. the Board and management to make significant judgements and estimates. The items in the financial statements Revenue Earning Activities where these judgements and Revenue earning activities income estimates have been made include: consists of member services that are recognised when the service is • The depreciation / amortisation provided and risks and benefits have charge for the year which is based been transferred. on the estimate of the useful economic lives attributed to the relevant assets; and

• The provisions made in respect of bad or doubtful debts;

www.iod.com 47 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Note 1 Accounting Policies (continued)

Tangible Fixed Assets Debtors Property Maintenance Tangible fixed assets are recorded Debtors are recognised at their Under the terms of the various at historic cost, together with any settlement amount, less any provision leases held by the Institute there is incidental costs of acquisition. for non-recoverability. Prepayments an obligation to keep the relevant Depreciation is calculated on a straight are valued at the amount prepaid. properties in a proper state of repair line basis over the expected useful They have been discounted to the together with the rentals are charged economic lives of the assets concerned. present value of the future cash receipt as incurred. In addition, and where The principal annual rates used for this where such discounting is material. necessary, the Institute sets aside a purpose are: provision for expenditure required to bring the property back to a proper Foreign Currencies start of repair. Such provisions are Leasehold 10% or the Assets and liabilities in foreign discounted to the present value of improvements period of currencies are translated into sterling the future cash payment where such the lease if at the rates of exchange ruling at discounting is material. For 116 Pall lower the balance sheet date. Transactions Mall, which is held under a lease in foreign currencies are translated expiring in 2043, the public areas Computers, 20% into sterling at the rate of exchange of the building are maintained to a furniture & fittings ruling at the date of the transaction. standard which is consistent with Exchange differences are taken to their revenue earning potential. the statement of income and retained earnings in arriving at the net surplus Intangible Assets for the year. Leased Assets The cost of acquired computer Rentals applicable to operating leases software licenses is capitalised. where substantially all of the benefits These costs are amortised over their Creditors and Provisions and risks of ownership remain with the expected useful lives – up to five years. Creditors and provisions are recognised lessor are charged to the Consolidated Costs incurred on development when there is an obligation at the Statement of Income and Retained projects relating to the design balance sheet date as a result of a past Earnings on a straight-line basis over or improvement of systems are event, it is probable that a transfer the term of the lease. recognised as intangible assets of economic benefit will be required when the recognition criteria set in settlement, and the amount of the out in FRS 102 is met. Capitalised settlement can be estimated reliably. Pension Scheme development costs are amortised Creditors and provisions are recognised The Institute operates both a non- from the date available for use of at the amount the Institute anticipates contributory defined contribution the system over their expected useful it will pay to settle the debt. They have pension scheme for benefits accruing lives – not exceeding five years. been discounted to the present value from 1 January 1997 and a closed Research expenditure is recognised of the future cash payment where defined benefit pension scheme. as an expense as incurred. such discounting is material. Pension costs for the defined contribution scheme are charged Cash at Bank and In Hand Expenditure to the Consolidated Statement of Cash at bank and in hand represents Liabilities are recognised as expenditure Income and Retained Earnings when such accounts and instruments that as soon as there is a legal or constructive they are payable to the scheme. are available on demand or have a obligation committing the institute to maturity of less than three months make a payment to a third party, it is For the closed defined benefit pension from the date of acquisition. probable that a transfer of economic scheme, finance income is credited to benefits will be required in settlement the Consolidated Statement of Income. and the amount of the obligation can As the scheme is in surplus, the surplus be measured reliably. All expenditure is not carried on the balance sheet in is accounted for on an accruals basis accordance with the requirements of and excludes recoverable VAT. FRS 102. Accordingly, a corresponding adjustment equivalent to the finance income is recognised within other comprehensive income.

48 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Notes 2018 2018 2018 2017 Income Expenditure Net Net

2. ANALYSIS OF OPERATING SURPLUS / (DEFICIT) £’000 £’000 £’000 £’000 BY ACTIVITIES

Membership income 10,250 (1,910) 8,340 9,372

Revenue earning activities Hospitality 2,954 (2,025) 929 871 Director Publications 400 (1,141) (741) (777) Professional (Director) Development 8,136 (4,674) 3,462 3,166 Office Solutions 291 (105) 186 211 Business Centre 1,719 (625) 1,094 1,044 Director Events 338 (903) (565) 16 Commercial (Product Marketing) 700 (197) 503 597

14,538 (9,670) 4,868 5,127

Member services Regional Services 1,573 (3,471) (1,898) (1,733) Information and Advisory Services 5 (839) (834) (785) Member Benefits 0 (345) (345) (517)

1,578 (4,655) (3,077) (3,035)

Policy and directorate 15 (1,632) (1,617) (1,920)

Operating and overhead costs Property Costs (excluding regions) 0 (2,702) (2,702) (2,653) Loss on disposal of fixed assets 0 (2) (2) (2) Depreciation 0 (1,559) (1,559) (1,650) IT, iod.com, marketing and new initiatives 0 (4,172) (4,172) (3,352) Central Administration 0 (4,386) (4,386) (2,941)

0 (12,821) (12,821) (10,598)

Interest Receivable 90 0 90 65

Deficit on ordinary activities before taxation 26,471 (30,688) (4,217) (989)

www.iod.com 49 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes 2018 2017

3. EMPLOYMENT COSTS £’000 £’000

a) The average number of employees during the year was: 192 197

b) Salaries 8,440 7,528 Social security 918 860 Pension costs – see note 16 686 653 Contracted and temporary staff 367 659 Subsistence and insurance 198 169 Redundancy, termination & ex gratia payments 585 290 Recruitment and training 304 520 Motor vehicle and travel 343 276 Death benefit 61 40 Other 29 15

11,931 11,010

c) The fees paid to the Chair totalled £6,666.67 during the year (2017: £20,000).

d) Emoluments paid to the Director General, who is the highest paid Director, £’000 £’000 amounted to: - Salary 437 436 - Payment in lieu of employer pension contribution 10 29 - Bonus 32 36 - Benefits 17 18 - Pension contributions 0 8

496 527

e) Executive directors’ emoluments £’000 £’000

Director General – 3(d) above 496 527

2 other directors (2017: 3 directors) - Salaries 186 116 - Benefits 1 0

187 116

Aggregate emoluments 683 643

Aggregate value of pension contributions paid in respect of money purchase benefits

Director General – 3(d) above 0 8

2 other directors (2017: 2 directors) 21 13

21 21

Contributions are payable under money purchase pension schemes to 2 directors (2017: 2 directors)

50 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Notes 2018 2017

3. EMPLOYMENT COSTS (CONTINUED) £’000 £’000

f) Emoluments paid to key management

There were 7 key individuals considered to be management including the Director General and other executive directors (2017: 9 key management). Their aggregate remuneration was as follows:

- Salaries 1,028 933 - Bonus 43 50 - Benefits 32 26

1,103 1,009

- Pension contributions 70 63

1,173 1,072

Director’s emoluments disclosures have been prepared in compliance with Companies Act requirements for a limited company.

www.iod.com 51 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes 2018 2017

4. DEFICIT AFTER TAXATION £’000 £’000

This is stated after charging:

Fees in respect of services provided by the auditor: Statutory audit 35 41

Tax advisory services 19 26

54 67

5. TAXATION £’000 £’000

Current tax:

UK corporation tax 0 0

Tax reconciliation:

Deficit on ordinary activities before taxation (4,217) (989)

Multiplied by the standard rate of UK corporation tax of 19% (2017:19.25%) (752) (190)

Tax effect of: Non taxable income (1,948) (3,108) Expenses not decuctable for tax purposes 2,521 3,053 Movement in deferred tax not recognised 179 245

0 0

Corporation tax is payable only on the Institute’s externally derived sources of income and on activities undertaken by Director Publications Limited - the Institute’s wholly owned subsidiary. The Institute’s membership activities are outside the charge to corporation tax.

No provision for deferred taxation is required (2017 – £nil).

Factors that may affect future tax charges: Legislation has also been enacted to reduce the corporation tax to 17% from 1st April 2020.

52 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Notes Leasehold Furniture Computer Total Improvements & Fittings Hardware

6. TANGIBLE FIXED ASSETS £’000 £’000 £’000 £’000

Cost: At 1st January 2018 4,995 2,620 648 8,263 Additions 139 112 27 278 Disposals (625) (86) (186) (897)

At 31st December 2018 4,509 2,646 489 7,644

Depreciation: At 1st January 2018 (2,364) (911) (398) (3,673) Charge for the year (498) (510) (111) (1,119) Disposals 625 86 188 899

At 31st December 2018 (2,237) (1,335) (321) (3,893)

Net book value 2018 2,272 1,311 168 3,751

Net book value 2017 2,631 1,709 250 4,590

The Institute does not hold any assets under finance leases (2017: £ nil).

Computer Software

7. INTANGIBLE FIXED ASSETS £’000

Cost: At 1st January 2018 1,399 Additions 183 Disposals (114)

At 31st December 2018 1,468

Amortisation: At 1st January 2018 (501) Charge for the year (457) Disposals 114

At 31st December 2018 (844)

Net book value 2018 624

Net book value 2017 898

www.iod.com 53 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes 2018 2017

8. DEBTORS £’000 £’000

Trade debtors 2,181 2,466 Other debtors and prepayments 491 798 VAT receivable 68 156

2,740 3,420

All debtors are due within one year.

2018 2017

9. CASH AT BANK AND IN HAND £’000 £’000

Cash at bank and in hand 7,452 10,112

Cash at bank and in hand includes £216,083 (2017: £213,223) held in overseas branches.

2018 2017

10. CREDITORS – AMOUNTS FALLING DUE WITHIN ONE YEAR £’000 £’000

Trade creditors 1,790 1,725 Deferred non membership income 1,364 1,448 Other creditors and accruals 1,182 1,043

4,336 4,216

2018 2017

11. DEFERRED MEMBERSHIP INCOME £’000 £’000

Memberships expiring within one year 4,506 4,900 Memberships expiring after more than one year 1,504 1,700

6,010 6,600

Membership subscriptions received in advance include cash received for annual memberships for which benefits are owed to members until the expiry date of their membership. It also includes cash received for lifetime subscriptions which are released to income over a period of eighteen years.

54 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Notes 2018 2018 2018 Property Other Total

12. LEASE COMMITMENTS £’000 £’000 £’000

At 31st December 2018, the Institute has total future minimum lease payments under non-cancellable operating leases as follows:

Within one year 455 11 466 After one, but within five years 1,657 0 1,657 After five years 6,350 0 6,350

8,462 11 8,473

2017 2017 2017 Property Other Total

£’000 £’000 £’000

Within one year 458 12 470 After one, but within five years 1,687 11 1,698 After five years 6,753 0 6,753

8,898 23 8,921

13. CAPITAL COMMITMENTS

Capital commitments contracted but not provided for in the financial statements amount to £96,000 (2017: £50,000).

14. RELATED PARTY TRANSACTIONS

The remuneration payable to the Institute’s Chair and Directors are disclosed in note 3 to these accounts.

There were no other transactions with related parties during the year (2017: no other transactions).

15. POST BALANCE SHEET EVENTS

Subsequent to the year end, the Director General departed. A payment of £287,682 was made to the Director General, in accordance with the terms of their contract. This payment will be reflected in the expenditure for the year ending 31 December 2019.

www.iod.com 55 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes

16. PENSION COSTS

The Institute of Directors operates both a non-contributory defined contribution pension scheme for benefits accruing from 1st January 1997 and a closed defined benefit pension scheme. The assets of both schemes are held separately from those of the Institute in independently administered funds. Further details of the cost of each scheme are provided below.

Defined contribution scheme

Contributions are charged to the Consolidated Statement of Income in accordance with the rules of the scheme.

The charge associated with this scheme was £686,000 (2017: £614,000), representing the employer contributions payable during the year.

Defined benefit scheme

With effect from 1st January 1997, this scheme became closed to new entrants and ceased to provide any further benefit accrual to the then active members who became entitled to deferred pensions, subject to statutory revaluation as from that date.

The last full funding valuation was carried out as at 1st January 2018. A qualified independent actuary carried out calculations as at 31st December 2018 to obtain the amounts reported under FRS 102.

On 26th October 2018, the High Court issued its judgement in the Guaranteed Minimum Pension (GMP) equalisation case with Lloyds Bank plc. The key implication of this judgement is the need for pension schemes to equalise benefits for the effect of unequal GMPs accrued between May 1990 and April 1997; this applies to the scheme because it was contracted out of the State Earnings Related Pension Scheme (SERPS) during this period. The judgement implies that trustees should effect this obligation in respect of GMPs by an amendment to their scheme’s benefits which would be treated as a plan amendment and therefore a past service cost to be expensed in the income statement. This past service cost has been estimated to be £170,000 at 31st December 2018.

At 31st At 31st At 31st December December December 2018 2017 2016

a) Balance sheet and notes

The major assumptions for FRS 102 purposes were:

Rate of increase in salaries n/a n/a n/a Rate of increase to pensions in payment (Post 88 GMP) 2.1% 2.1% 2.1% Rate of increase to pensions above GMP in deferment 2.5% 2.5% 2.5% Discount rate 2.5% 2.3% 2.5% RPI inflation assumption 3.5% 3.5% 3.5% CPI inflation assumption 2.5% 2.5% 2.5%

No contributions were paid to the scheme during the year (2017: Nil). The amounts charged and credited to the consolidated statement of income and retained earnings are detailed in sections b and c below; the total charge for 2018 was £234,000 (2017: £39,000).

No lump sum contributions are due in the coming year in respect of the scheme (2018: Nil).

56 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Notes Discount Value Discount Value Discount Value rate at 31st at 31st rate at 31st at 31st rate at 31st at 31st December December December December December December 2018 2018 2017 2017 2016 2016

16. PENSION COSTS (CONTINUED)

Defined benefit scheme (continued)

a) Balance sheet and notes £’000 £’000 £’000 (continued)

Under FRS 102 the long term expected rate of return is replaced by the discount rate. The assets in the scheme and the expected rates of return were:

Equities 2.5% 2,819 2.3% 3,264 2.5% 3,102 Bonds 2.5% 4,451 2.3% 4,738 2.5% 4,654 Cash 2.5% 16 2.3% 54 2.5% 75

Total market value of assets 2.5% 7,286 2.3% 8,056 2.5% 7,831 Present value of scheme liabilities 6,578 6,762 6,866

Surplus in the scheme 708 1,294 965 Deemed irrecoverable (708) (1,294) (965) Balance sheet valuation 0 0 0

At 31st At 31st December December 2018 2017

Reconciliation of present value of scheme liabilities: £’000 £’000

Opening defined benefit obligation (6,762) (6,866) Past service cost (170) 0 Administration costs (92) (62) Interest cost (152) (168) Remeasurement: actuarial gain / (loss) 189 (87) Benefits paid and expenses 409 421 Closing defined benefit obligation (6,578) (6,762)

www.iod.com 57 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes At 31st At 31st December December 2018 2017

16. PENSION COSTS (CONTINUED)

Defined benefit scheme (continued)

Reconciliation of fair value of scheme assets: £’000 £’000

Opening fair value of scheme assets 8,056 7,831 Interest income 180 191 Investment (loss) / gain (541) 455 Contribution by employer 0 0 Benefits paid and expenses (409) (421) Closing fair value of scheme assets 7,286 8,056

Current Previous Previous Previous Previous Year 2018 Year 1 2017 Year 2 2016 Year 3 2015 Year 4 2014

£’000 £’000 £’000 £’000 £’000

Defined benefit obligation (6,578) (6,762) (6,866) (5,965) (6,501) Scheme assets 7,286 8,056 7,831 7,051 7,451 Surplus 708 1,294 965 1,086 950 Experience adjustments on scheme liabilities (41) (25) (10) (30) (111) Experience adjustments on scheme assets (541) 455 1,126 (127) 654 (2014: restated under FRS 102)

At 31st At 31st December December 2018 2017

b) Analysis of amount charged to the consolidated revenue account £’000 £’000

Current service cost 0 0 Administration costs 92 62 Past service cost 170 0

Total operating charge 262 62

At 31st At 31st December December 2018 2017

c) Analysis of amount credited to other finance income £’000 £’000

Interest income 180 191 Less: Interest on pension scheme liabilities (152) (168)

Net return 28 23

58 www.iod.com Annual Report and Accounts 2018 | Notes to the Financial Statements – for the year ended 31st December 2018

Notes At 31st At 31st December December 2018 2017

16. PENSION COSTS (CONTINUED)

Defined Benefit Scheme (continued)

d) Total amounts taken to other comprehensive income £’000 £’000

Remeasurement – gain / (loss) (541) 455 Return on scheme assets excluding interest income Remeasurement – gain / (loss) (41) (25) Experience gain / (loss) arising on scheme liabilities Remeasurement – gain / (loss) 203 (210) Changes in financial assumptions underlying the scheme liabilities – gain / (loss) Remeasurement – gain / (loss) 27 148 Changes in demographic assumptions underlying the scheme liabilities – gain / (loss)

(Increase) / decrease in irrecoverable surplus 586 (329)

Actuarial gain recognised in other comprehensive income 234 39

As the pension surplus is irrecoverable, the decrease of £586,000 has been treated as a pension scheme adjustment in other comprehensive income in 2018.

At 31st At 31st December December 2018 2017

e) Movements in surplus during the year £’000 £’000

Surplus in scheme at beginning of the year 1,294 965

Movements in the year:

Current service cost 0 0 Contributions 0 0 Other finance income (234) (39) Actuarial (loss) / gain (352) 368 Surplus in scheme at the end of the year 708 1,294

www.iod.com 59 Notes to the Financial Statements – for the year ended 31st December 2018 | Annual Report and Accounts 2018

Notes

16. PENSION COSTS (CONTINUED)

Defined Benefit Scheme (continued)

Sensitivity to changes in assumptions:

The assumptions as to discount rate and price inflation have a significant effect on the value placed on the defined benefit obligations. As at 31 December 2018, a 1% pa change to these assumptions would have had the following effects on the closing defined benefit obligation:

1% pa 1% pa increase decrease

Discount rate (£779k) £985k Price inflation £197k (£223k)

f) Demographic Assumptions used are as follows:

31st December 2018 (Changes from 31st December 2017)

Mortality (pre and post retirement) S2PxA, CMI_2017 (2017 S2PxA, CMI_2016 (1.5%)) Proportion married 90% for men and 70% for women Age difference Husbands 3 years older than wives Age at retirement Normal pension age Cash Commutation 90% of maximum cash allowance

60 www.iod.com Annual Report and Accounts 2018 | Governance

IoD Chairs from Geographical Areas

Regions and Nations County branches

East Midlands Aberdeen Hereford and Worcester Garry Smith Mark McCue Jo Hodgetts

East of England Berkshire Hertfordshire David Sales Raj Singh Richard McBarnet

London Black Country Highlands & Islands David Stringer-Lamarre Ian Priest Donald Forsyth

North East Buckinghamshire Lancashire John Geldart Julian Hynd Stuart Thompson

North West Cambridgeshire Leicestershire Mike Blackburn OBE Carolyn Rand Stephen de Looze

South Central London Lincolnshire Alex Pratt OBE Interim Chair: Reena Dayal Gary Headland

South West Cheshire Liverpool Muir Macdonald Rob McKay David Holdsworth

West Midlands City of London Manchester Brian Hall Alastair Naisbitt King Sharon Amesu

Yorkshire and the Humber Coventry & Warwickshire Norfolk Jon Geldart David Trevis-Smith Michael Harrowven

Northern Ireland Cumbria Northamptonshire Gordon Milligan Barry Leahey Sarah Canning

Scotland East Yorkshire Oxfordshire Aidan O'Carroll Pat Coyle James Hunt

Wales Edinburgh Nottinghamshire & Derbyshire Jean Church Julie Ashworth Stephen de Looze

Essex South Yorkshire Christine Bhatt Keith Jackson

Fife North Yorkshire Ian Collins Jon Geldart

Glasgow Suffolk Craig Jamieson Elizabeth Pearce

Hampshire and the Isle of Wight Surrey Glenn St John-Colgan Richard Maybury

www.iod.com 61 Governance | Annual Report and Accounts 2018

Overseas branches Affiliated bodies

Sussex Belgium IoD, Hong Kong Dean Orgill Mark Cunningham CEO: Carlye Tsui

Tayside Bermuda IoD, Republic of Ireland Sonia Cottom Rochelle Simons CEO: Maura Quinn

West Yorkshire Cyprus Dr Richard Smith Evdokimos Xenophontos

Guernsey France John Clacy Robert Thompson

Isle of Man Malta Jennifer Houghton Edwin Ward

Jersey Monaco Lisa Springate William Easum

62 www.iod.com Annual Report and Accounts 2018 | IoD Premises

IoD Premises

London Pall Mall 116 Pall Mall, London, SW1Y 5ED T. 0207 839 1233 City New Broad Street House, 35 New Broad Street, London, EC2M 1NH Enquiries: 0207 194 7500 Room Bookings: 0870 880 8484 Admin: Mei Sim Lai

East Leicester Leicester Castle Business School, 7 Castle View, Leicester, LE1 5WH Midlands Bookings and enquiries: 0116 250 6070 Nottingham Crowne Plaza Hotel Nottingham, Wollaton Street, Nottingham, NG1 5RH Enquiries: 0115 848 6190 Admin: Cari Grice Director: Ron Lynch

North Isle of Man The Claremont, 18-22 Loch Promenade, Douglas, Isle of Man, IM1 2LX West Bookings: 01624 698 800 Admin: Rachel McKenna Director: Claire Ebrey Manchester XYZ Building, Spinningfields, 2 Hardman Blvd, Manchester, M3 3AQ Enquiries: 0161 806 0890 (Lauren Mullan) Director: Claire Ebrey

West Birmingham iHub Office, Colmore Gate, 2-6 Colmore Row, Birmingham, B3 2QD Midlands Enquiries: 0121 643 7801 (Jordan Lowe) Director: Calum Nisbet

South Bristol The Innovation Centre at Bristol & Bath Science Park, Emersons Green, Bristol, BS16 7FR West Bookings: 0117 370 7700 Admin: 0117 328 5235 (Sarah Roberts) Director: Simon Face Bristol The Engine Shed, Station Approach, Temple Meads, Bristol, BS1 6QH Bookings: 0117 903 1100 Director: Simon Face

Yorkshire Leeds Cloth Hall Court, Quebec Street, Leeds, LS1 2HA Bookings: 0113 243 0152 Admin: Bea Olah Director: Natalie Sykes

Northern Belfast Riddel Hall, 185 Stranmillis Road, Belfast, BT9 5EE Ireland Bookings: 0289 068 3224 Admin: Julie-Anne Clarke Director: Kirsty McManus

Scotland Edinburgh 10 Charlotte Square, Edinburgh, EH2 4DR Bookings: 0131 556 4270 Admin: 0131 557 5488 (Patricia Huth) Director: David Watt

Glasgow 200 St Vincent Street, Glasgow, G2 5RQ Bookings: 0141 222 3934 Admin: 0131 557 5488 (Patricia Huth) Director: David Watt

Wales Bangor Bangor Business School, College Road, Bangor, LL57 2DG Bookings: 0292 038 9900, Admin: 0292 038 9990 (Kerri-Anne Mruk) Director: Robert Lloyd Griffiths

Cardiff Institute of Directors, Aberconway Building, Colum Drive, Cardiff, CF10 3EU Bookings: 0292 038 9900 Admin: 0292 038 9990 (Kerri-Anne Mruk) Director: Robert Lloyd Griffiths

Belgium Brussels De Warande, Zinnerstraat 1, 1000 Brussels, Belgium Chair: Mark Cunningham (0032 2256 7530)

www.iod.com 63 Institute of Directors For further information on this report or for a copy in large text format, please contact:

The Institute Secretary’s Office 020 7451 3200 [email protected]

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