Annual Report and Accounts 2017 Objects of the Institute of Directors

Our Royal Charter Royal Charters are reserved for bodies that work in the interests of the public and represent pre-eminence, stability and permanence in their field. The IoD was awarded its Royal Charter in 1906 and it remains an acknowledgement of our mission and responsibility to continue to promote professionalism in business.

1 Better Directors Promote for the public benefit high levels of skill, knowledge, professional competence and integrity on the part of directors, and equivalent office holders however described, of companies and other organisations.

2 Better Business Promote the study, research and development of the law and practice of Corporate Governance, and to publish, disseminate or otherwise make available the useful results of such study or research.

3 Better Economy Represent the interests of members and of the business community to government and in the public arena, and to encourage and foster a climate favourable to entrepreneurial activity and wealth creation.

4 Better Services Advance the interests of members of the Institute, and to provide facilities, services and benefits for them.

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Contents “ As Director General, Objects of the Institute of Directors 2 it is my driving ambition Acting Chair of the Board’s Report 4 to ensure that the IoD provides directors with Director General’s Strategic Review 6 the tools they need to fulfil 2017 Overview 8 their vital role. I have seen • Membership 8 the real benefits the IoD • Professional Development 10 • Q&A: Paul Bolton CDir of Salford 12 provides for members in Professional Development terms of practical advice, • Policy and Representation 13 training, networking and • Policy Wins 2017 14 • Brexit – Key Initiatives 2017-2018 15 lobbying, and have also • Our People and Our Culture 16 observed opportunities • National and Regional Highlights in 2017 18 where we can provide Our Governance Structure 34 greater value.”

Governance Statement 36 Stephen Martin Director General of the IoD • Governance and Control of the Institute 36 • Council, Board and Committee Members 37

Corporate Governance Policy 42

Statement of Board Responsibilities 43

Financial Review 44

Independent Auditor’s Report 46

The Accounts 48

IoD Chairs from Geographical Areas 68

IoD Premises 70

www.iod.com 3 Acting Chair of the Board’s Report | Annual Report and Accounts 2017

Acting Chair of the Board’s Report

2017 has been a year of change and During the summer we undertook of consolidation for the IoD. a refurbishment of 116 Pall Mall that included moving the flagship restaurant Early in the year, we welcomed a new to a new location which is lighter and Director General, Stephen Martin and more welcoming. Commensurately, a new Finance Director, Jim Jordan. the food and beverage were enhanced Together, they form a strong team and tailored to the demands of to lead the Institute through its next members, which was also the case phase of growth. As a consequence, with the refurbishment of the Wine much of their effort during the year bar and Café Duke. was to build on existing strengths Chris Walton and to prepare the organisation for Likewise, regional events offered a reinvigorated future. members an improved mix of Acting Chair of the Board development, briefing, debating Our Royal Charter, which was and networking opportunities. granted in 1906, contains four aims. In my words, these are to promote The regions and nations continue to the integrity and skills of directors, be the rock upon which the IoD is built. promote and develop Corporate We are only as strong as our members Governance, promote and represent and we are lucky to have members the interests of business and to who volunteer their time, expertise advance the interests of members of and goodwill. I thank them for this. the Institute. The IoD has vigorously pursued these objectives. Both in the UK and internationally, the IoD’s reputation and brand are strong. The year has seen strong thought This is predominantly a function of our leadership on issues concerning members’ attitudes and efforts. Their governance, business and the ethical standards, aspirations and economy. The IoD has influenced skills shape the nature of the Institute. policy and been a leader in debates on issues such as Brexit, employment The past year has not been without its rights, taxation, national infrastructure, challenges. The IoD faced a governance education and skills, start-ups, GDPR, challenge when allegations were made the gig economy and labour mobility. through our whistleblowing channel by a number of staff members about A visible manifestation of the Institute’s the conduct of a senior colleague. emphasis on director training was the Our response was in accordance with opening of the new IoD Academy on the our Constitution and met the highest 3rd Floor of our Pall Mall headquarters standards of Corporate Governance. that was the finale to the overall An independent investigation into refurbishment. This, together with the the allegations was commissioned, launch of our online “Digital Academy”, and swift and appropriate action will allow us to provide a wider and more was taken in response to the findings. sophisticated offering to our members.

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Following these events, we enter The professionalism and resilience “ The regions and the second half of 2018 with a of our management and staff is also nations continue to refreshed Board. Together with the very much appreciated. Throughout new management team, this Board is the year, they ensured that the IoD be the rock upon imbuing the Institute with a renewed was at the forefront of their efforts. which the IoD is built. sense of purpose and energy. On behalf of the Board, I say “thank you”. We feel privileged to work with We are only as strong I welcome four new independent non- such a talented group of people as our members executive directors: Deborah Davis, and are grateful for their hard work, Kirsty Lloyd-Jukes, Alex Simpson and dedication and resourcefulness. and we are lucky John Watson. They have a range of to have members experience and a skills mix that will After a year of substantial change, serve the IoD well. the Institute continues its consolidation who volunteer and reinvigoration. This work will their time, expertise To those who have left the Board, continue through 2018. Our Charter is I give thanks for the hard work and clear about our goals and the Institute and goodwill.” the dedication that they have shown of Directors understands its mandate. to the IoD. This gives me confidence in its future.

Likewise, I thank our members who participated in conversations with us. They drew upon their experience and skills to offer us valuable guidance and advice.

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Director General’s Strategic Review

It has been a fascinating first year After a year of observing our as your Director General. I have had performance, our opportunities and the opportunity to visit our offices our challenges, I am drawn to conclude across the UK and to see for myself that, despite being over 100 years old, the fantastic work being done by the IoD’s Royal Charter goals are still IoD staff and volunteers throughout highly relevant to directors who have the regions and nations. I have seen a legal and ethical responsibility for the real benefits the IoD provides the strategic direction of companies, for members in terms of practical charities and other bodies. As Director advice, training, networking and General, it is my driving ambition to lobbying, and have also observed ensure that the IoD provides directors Stephen Martin opportunities where we can provide with the right tools and advice in this greater value. In the coming months, area. I look forward to working with Director General of the IoD we plan to engage with members you to promote better business in to share our ideas on how the IoD the coming years. adapts to the ever-changing global environment and hope to hear views from across the country, so that the Financial Performance Statement IoD remains increasingly relevant 2017 was again a year of continuing to future business leaders. high levels of capital investment in the IoD through the IoD Training Academy This year has, however, also brought on the 3rd Floor of our Pall Mall unexpected challenges. As the headquarters. After a surplus before Acting Chair writes in his introduction, tax of £67k in 2016, the IoD returned the IoD recently had to respond a deficit of £989k in 2017, caused to allegations of inappropriate in part by the continued decline in behaviour within the organisation. membership. This result was achieved This was a sobering reminder of through sales figures of £26.5m, that the importance of having robust were 2% down on prior year, and an Corporate Governance arrangements increase in the overall cost base of 2%. in place that could withstand issues The deficit was accompanied by arising at the highest levels. I truly a cash outflow of £2,451k, driven believe that the IoD should be proud by investments in the new Academy, of its response to these allegations. the introduction of a new CRM system Any attempt to brush the matter and refurbishment of 116 Pall Mall. under the carpet would have been a disservice to our mission. Membership Our governance arrangements I have set ambitious growth targets ensured an independent and fair for the IoD during my tenure as process and we can now move on, Director General, and against this confident that we have practiced ambition is a challenging backdrop. what we have preached, reinforcing The reality is that membership has been our belief that governance is not in decline for over a decade, and a ‘nice to have’ but is essential for this decline continued overall during long-term success. 2017. However, there is strong cause for optimism as I am pleased to report that our newest membership propositions, the IoD Advance and IoD 99 categories both reported growth over the past 12 months.

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It is clear from feedback that the Professional Development Regions and Nations engaged communities within these 2017 was a highly successful year for The last year has seen the IoD groups are a significant contributor Professional Development at the IoD, continuing to bolster the resources to their appeal. I am keen for these as we broke new records with Chartered available to our regional and national positive lessons to be learned across Director applications and appointments. branches. Notable changes and other parts of the business. As a Chartered body, the promotion recent investments have included and growth of our unique Chartered the introduction of professionally In 2018, we will embark upon a Director qualification is of crucial run Community Engagement days in programme of work to first review importance. In 2017, we established London and Manchester, the expansion and then refresh our entire value a Chartered Director Working Group of the Regional marketing team to proposition – a root and branch to investigate how we can increase better support our staff and volunteer assessment is needed to ensure we awareness and value of the qualification teams, and the introduction of a are delivering what our members in the wider market. I look forward to facilitated, discounted access to need today and that we are in good sharing their findings and our action the IoD Certificate and Diploma. shape to anticipate their future needs. plan in the months ahead. Extensive consultation with members, This work will continue into 2018 non-members and all stakeholders that We also launched the IoD Academy as we focus on how to better bring make up our audience will commence brand with a state of the art learning regional and national branches in the second half of 2018. facility at 116 Pall Mall in 2017. We recently together to share best practice. launched the IoD Academy in Northern We will also continue working with Corporate Governance and Policy Ireland and in the coming months will our community to support them The IoD Policy Unit has been launch in other locations across the with new technology, resources particularly busy over the past year. UK. In the last few weeks, we have also and guidance. In addition, we are The UK’s exit from the European Union launched the digital campus of the IoD reshaping our Committee proposition has implications not just for trade, Academy which will ensure all members into an exciting Ambassadorial but for almost every area of domestic have access to a range of high quality programme fit for the future. These policy that impacts businesses. learning at no extra charge and within changes will allow us to better hear, In this sense it has rightly become their membership package. understand and support our members a focus within all areas of advocacy with the specific business challenges for the IoD. Brexit and opportunities that exist in their Brexit has remained at the forefront regions, nations and branches. In addition, the policy team have of business leaders’ priorities over the continued to work on pressing past 12 months, and inevitably it has I remain committed to the goal that domestic issues with legislators touched many areas of the IoD’s work. wherever our members are based, and stakeholders across the political Over a politically uncertain year, the IoD they will have access to the very best community, highlighting the concerns website’s Brexit hub, our Navigating support, guidance, training & events and priorities of IoD members and Brexit events, webinars, and factsheets that the IoD has to offer. engaging constructively with Government from the Information Advisory Service on areas ranging from the industrial have been invaluable resources for strategy to the Taylor Review into members. At the same time, policy modern employment practices. reports and IoD member data continue to be fed into Government and the Promoting high standards of Corporate media at every stage of the negotiations. Governance has also remained at the heart of IoD advocacy over the past Throughout the year, I have attended year, with a particular highlight being regular meetings with senior figures the IoD’s successful input into the across Government and the wider Government’s recent proposals for political community to represent the Corporate Governance reform. priorities and concerns of IoD members through the negotiations. As we move into phase 2 of the talks, I will continue this high-level engagement alongside members of the IoD Policy Unit.

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Membership

At the end of 2017, IoD membership We have also seen a trend towards Membership numbers for 2017 numbers were 32,034. This is a net a younger membership demographic, decline of 2,012 since the end of 2016. as we have introduced new activities to appeal to a wider audience than 8,065 new members were acquired in in the past. At the end of 2017, 2017 and the retention rate was 68.8%. the number of members under the Due to changes in reporting mid- age of 50 had grown by 8%, despite Numbers year, neither measure is comparable overall membership having decreased. Down with 2016. We now have a consistent % measure of reporting that provides We will continue working to broaden 5.9 2016 2017 clarity across all membership types the appeal of the IoD to a more diverse and a baseline for future measurement. audience, making the community relevant to and representative of At the end of 2017 IoD membership There has been a small redress the entire business community. numbers were 32,034. This is a net decline of 2,012 since the end of 2016. in the gender split of IoD membership. Women now make up 18.7% of membership compared to 16.5% a year earlier, with a total increase of 716 members.

Membership Statistics for 2017

Core Advance 99 Student

2016 30,762 274 1,240 1,770 2017 27,217 903 2,320 1,594

11.5% 230% 87% 10% year on year year on year year on year year on year

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Channel Islands (UK) Geographical breakdown of membership 4.00% Membership numbers have declined consistently over many years, but East Midlands there have been some useful learnings 4.57% and pilot projects that are assisting us in our future planning. East of England 10.70% Whilst overall decline was seen in 2017, we saw growth in our Advance and 99 London membership. The feedback we received 18.20% indicates that the greatest appeal of these groups relates to the sense of North East community and support of like-minded 2.90% members. This corroborates previous research we carried out around North West the primary reasons that members 5.52% join the IoD, which is being able to connect and learn. Northern Ireland 2.90% With ambitious growth plans over the next several years, we are embarking Scotland upon a number of projects designed to renew and refresh the membership 5.52% proposition, ensuring its relevance to a changing and more diverse South business audience. 24.36%

Extensive research and consultation South West will be carried out, as we work 6.63% with members and the wider business community to deliver a Wales value proposition designed to help 1.77% businesses and individuals grow. West Midlands 4.80%

Yorkshire 3.23%

Overseas – Europe 1.41%

Overseas – Outside Europe 5.13%

0% 30%

Geographical spread of membership

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Professional Development

2017 was another busy, exciting In 2017, we successfully completed our and successful year for professional first audit and therefore retained SCQF development at the IoD. It was also level 9 for our Certificate in Company another record year for the IoD’s Direction and SCQF level 11 for our Chartered Director qualification; Diploma qualification. This places the with more applications and Certificate at a level equivalent to a appointments in the past two years Bachelor’s degree and the Diploma at than the previous four years combined. a level equivalent to a Master’s degree.

Despite the positive growth in the ranks The IoD Academy launched in of Chartered Directors, we believe the September 2017 with the opening number should be significantly higher of our first state of the art learning and that Chartered Directors should be environment on the Third Floor of 116 on the boards of all organisations across Pall Mall. The intention is that this will the UK and beyond. Consequently, become the blueprint for IoD director we established a Chartered Director development across the UK and beyond. Working Group in March 2017 which In 2018, we have launched in Northern was made up of Chartered Directors, Ireland and we aim to do the same in head hunters and IoD staff. The group Wales, Scotland and across England. focused on two specific topics: how to drive greater engagement The digital campus of the Academy with, and value for, our existing launched in Spring 2018, extending community of Chartered Directors our provision of, and access to, a range and how to increase awareness of high quality director development of, and appetite for, the Chartered and peer learning. Access to the digital Director qualification. The findings of campus will be provided to all IoD the group was presented to the IoD’s members at no extra charge, within Executive Committee in Spring 2018. their annual subscription. This will support the fulfilment of our Charter In 2016, we took the decision to seek objectives by providing a spectrum external assessment and mapping of of development offerings to cater our own qualifications to nationally for a range of budgets. The digital recognised standards. The credit rating campus is accessible across the UK enables candidates and employers and internationally. to quickly and easily understand the academic level of their qualification, Significant progress was made as these are mapped to the Scottish in 2017 towards the completion of Credit and Qualifications Framework our four planned syllabus reviews. (SCQF). The rating also means The complete redevelopment and that IoD qualifications now have an update of our flagship Certificate in internationally recognised number Company Direction will be completed of credits which are transferable in 2018. This change is in response to to other courses and qualifications. the revised Corporate Governance Code which is due to be published in September 2018. Our plan is to be first to market with our refreshed Corporate Governance module, based on the revised Code.

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2017 highlights

432 90% 91% development satisfaction of delegates programmes score would delivered to 6,256 improving on our 2016 recommend delegates from score of 89% and up for IoD Professional 41 countries a second year in a row Development to a colleague, compared with 90% in 2016

32% of delegates were women 96% pass rate of Chartered 128 Director interviews Chartered Directors 58% appointed of delegates bringing the total to 1480, were IoD of which 1154 have active members IoD membership

9% more 77% All figures correct as of May 2018 Chartered Directors of which appointed were UK in 2017 than 2016 which was based a record breaking year

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Q&A: Paul Bolton CDir of Salford Professional Development

Paul Bolton is the Managing Director of ONECPD, part of Salford Professional Development within the University of Salford. He joined the IoD in 2015 and became a Chartered Director in 2017.

Why I undertook the Chartered Director programme I was attracted by how the courses were structured - as they could be completed while continuing my full-time commitment to ONECPD Paul Bolton – and how they built a core foundation of knowledge and skills which I have subsequently applied to real-life situations. Making the final step Managing Director of ONECPD to become a Chartered Director was a natural progression, essentially requiring me to build a portfolio of my experiences as a director and “ The programme has been a great discuss these with an IoD interview panel. help and I routinely apply the knowledge, skills and insights I have gained from it. It has proved How the Chartered Director programme has helped me invaluable in equipping me with The programme has been a great help and I routinely apply the knowledge, the strategic planning skills that skills and insights I have gained from it. It has proved to be invaluable will enable me to deliver further in equipping me with the strategic planning skills that will enable me to sustainable growth in our business. deliver further sustainable growth in our business. I was able to network I was able to network with other with other strong leaders, and that has helped me, because I have been strong leaders, and that has helped able to use some of them as a sounding board and others as a knowledge me, because I have been able to bank. It has also led to some great friendships. use some of them as a sounding I found the Role of the Director and the Board a particularly interesting board and others as a knowledge module of the Certificate programme, as it really articulated the responsibilities bank. It has also led to some of directors, especially from a legal point of view. I doubt most directors great friendships.” are actually aware of what they are liable for, and I believe there should be some sort of mandatory training for directors such as this when they join a board. The IoD is an important institution striving to raise standards and diversity in boardrooms across the country, which is good for us all.

The importance of the CDir qualification It is a kite mark, recognising and giving credence to directors who are passionate about ensuring the highest business standards in terms of knowledge, skills and, arguably most importantly, values and beliefs. The IoD is an important institution striving to raise standards and diversity in boardrooms across the country. This will ensure businesses in the UK are able to compete on a global scale, which is good for us all.

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Policy and Representation

2017 was another tumultuous year for UK politics, with the IoD’s Policy Unit responding to the surprise General Election by producing a series of eight short manifesto papers on areas including tax, infrastructure and flexible employment, which gained considerable attention for the Institute and its members. 26 Throughout the year, the IoD continued policy reports 12 to push the Government for a smooth (Big Picture articles, Navigating Brexit, surveys created Brexit process, playing a pivotal role Fourth Industrial Revolution, Cyber Security, Mental Health in the Workplace, Older 11 monthly surveys, in encouraging Ministers to prioritise a Entrepreneur, GGI, Life Sciences, transition period, which was agreed in The Business End of Brexit, 1 snap post-General General Election ‘minifestos’) principle in December 2017. Alongside Election survey. Brexit, the IoD continued to conduct surveys and publish work on a wide Average response rate: array of issues relevant to members, > 1 in 4. including a high-profile campaign Panel size: 3,193 on improving mental health at work.

678 national print hits 132 Including 74 front page news stories policy events 2,004 TV and radio appearances

5,342 twitter followers 109 @IoD_Press press releases

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Policy Wins 2017

Every month we seek IoD members’ Education and skills views on key policy issues affecting Skills shortages have consistently their organisations through our been one of the top concerns raised Policy Voice panel. Here are just by IoD members in Policy Voice. some of the many ways we influenced Retraining was placed at the centre government policy and successfully of the Government’s Industrial lobbied for changes to the law on the Strategy after the IoD spearheaded back of Policy Voice surveys of our a campaign to boost lifelong learning. members in 2017. Start-ups Brexit The IoD successfully pushed the Securing a transition period before Government to retain SEIS/EIS tax Brexit went to the top of the Government reliefs for start-up businesses in the agenda after sustained pressure from Autumn Budget 2017 after plans they the IoD, informed by Policy Voice would be scrapped were announced. members. A transition period was The IoD has been appointed as the agreed with the EU in principle in UK representative to the G20 on December with the precise details behalf of entrepreneurs. set out in March 2018. GDPR Employment Policy Voice members expressed The rights of EU citizens to remain concern about GDPR compliance in the UK after Brexit came top of and a new helpline was launched by Policy Voice member priorities. government to help SMEs understand Most of those rights were guaranteed the new rules. by the Government in December 2017 following consistent and vocal Gig Economy lobbying by the IoD. The IoD members called for greater clarity in employment law and it became Taxation a cornerstone recommendation in the The Autumn Budget 2017 provided Government’s Taylor Review. more help for SMEs with business rates after the IoD raised the concerns Labour Mobility of Policy Voice members directly with The IoD helped force a Government the Chancellor. U-turn on plans for a proposed £1,000 per EU worker immigration tax on Infrastructure employers after Policy Voice members Ofcom reformed the communications raised concerns about access to market after consistent lobbying from migrant labour. the IoD on the need for more and faster fibre optic broadband provision, informed by Policy Voice surveys.

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Brexit – Key Initiatives 2017-2018

Ahead of the UK’s withdrawal from the European Union, the IoD’s Policy Unit is actively engaging with members, politicians and stakeholders on the issues that look set to impact the business community.

The IoD’s main Brexit activities span advocacy, events and research publications. We are committed to working with policymakers with a view that our combined efforts can result in the best deal for business in Britain.

Alexandra Renison Head of Europe and Trade Policy Key initiatives for 2017-2018 include:

“ Enacting Brexit presents a huge task for all sides. In this regard, Bridging the Brexit Gap it is no wonder that our upcoming A paper which explains the importance of a transition period for businesses withdrawal from the EU consistently as the UK prepares to exit the EU. In particular, the paper puts forward ranks among the top concerns four models as options for bridging arrangements. of IoD members.

The IoD sees its role as providing The business end of Brexit advice to business and policymakers A paper which considers how IoD members are approaching preparing on the difficulties that arise as for our impending withdrawal from the EU, including a detailed look we exit the EU, as well as the contingency planning activities. opportunities that might be on the longer term horizon.

We are committed to helping Customising Brexit our members navigate the A paper setting out a proposal for post-Brexit trading arrangements. Brexit minefield and this is In the report, we argue that a hybrid arrangement of a partial customs demonstrated by our programme union covering industrial goods and some limited processed agricultural of varied activities, including the goods, as well as a free trade agreement tying off other areas, would Navigating Brexit event series, allow the UK to operate an independent trade policy while also protecting our webinar surgeries and some of the UK’s key industries. numerous policy reports.

Looking ahead, we anticipate The business of going global another busy year as the clock ticks down to Brexit day and we look A paper which uses statistics about IoD membership to identify the potential opportunities that await UK businesses as we leave the EU. forward to launching new projects.”

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Our People and Our Culture

Our people are at the heart of what we During 2017, we implemented and do. It is their passion, creativity, hard embedded a new matrix organisation. work and dedication that enables the This new structure is grounded in IoD to continue to grow and advance. our fundamental charter objectives: The number of employees We are very proud of the expertise Policy, Membership and Professional (full time equivalent) was 2031 we have in-house, and the exceptional Development. This new structure, service we are therefore able to together with bringing all of our London deliver to our members and guests. employees together in our 116 Pall Mall Gender composition of our employees, office space, has provided opportunities across our organisation1: During 2017, we continued to for staff development and promotion invest in our people and develop and has enhanced collaboration. In 2018, our organisational culture. We are we are planning to develop our working committed to ensuring that we drive space and approach further to optimise towards high performance, and invest how we work and engage. 113 in our people to equip them with the Female knowledge, skills and mind-set to We have continued to engage with employees operate at the highest level. staff following an all-staff survey (56%) to gather insight from across the Strong leadership is at the heart of organisation. Engagement will remain high performance. During 2017, we a key focus for 2018 as we further continued the development of our develop and embed the initiatives leadership and management capability started in 2017. This includes staff 90 by delivering coaching and follow social events, regional engagement Male up workshops for our leadership events with our volunteers and the new employees development programme as well as staff Reward and Recognition scheme. (44%) several management skills workshops. Together with the “Wall of Wow”, this will provide an opportunity to formally We have continued our work on the and informally recognise individuals mental wellbeing of our people by going above and beyond and living which includes.. raising the profile of this important topic the IoD’s values. both internally and externally. During Mental Health week, we provided our 1 20% employees with a number of interactive ExCo 80% sessions to help them look after 4 their mental and physical well-being and delivered mental health first aid Head 9 50% training to staff. of Department 9 50%

37% Regional 3 Directors 5 63%

Female: | Male:

NOTE

1. As at March 2018

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Length of service1

0-2 years (94) | 46% 2-5 years (47) | 23% 5-10 years (20) | 10% 10-15 years (24) | 12% 15-20 years (12) | 6% 20+ years (6) | 3%

Ethnic origin1

The next 12 months “ During 2017 we In 2018, the IoD will continue continued to invest working collaboratively to build better businesses for Britain and beyond. in our people In the challenging year ahead, there has and develop our never been a better time to broaden our horizons, knowledge and network organisational culture. and we recognise the importance of We are committed our people in delivering this, and we will continue to invest and support to ensuring that we our people to deliver our objectives. drive towards high White British | 61% performance, and White Other | 12% Black African | 5% invest in our people to Indian | 4% equip them with the White Irish | 4% Asian Other | 3% knowledge, skills and Black Caribbean | 3% mind-set to operate at Unstated | 3% the highest level.” Chinese | 2% Mixed Other | 1% White Asian | 1% White Caribbean | 1%

NOTE

1. As at March 2018

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National and Regional Highlights in 2017

We continue to work closely with our community of members across the UK and internationally to drive member engagement and insights, that will not only help inform our membership proposition review in 2018, but will also allow us to finesse our efforts to effectively support Members in their business challenges, across a diverse membership base of established and start-up SME’s.

In 2017 we held two large-scale North & South UK Engagement Events for our ambassadorial committees and IoD West Midlands social at Warwick Castle Chairs, to ensure we not only continue to leverage their experience, expertise and innovation, but can also continue to use the IoD as a positive vehicle for the sharing of best practice and peer “ In the last year we have also to peer learning. expanded our successful £10 Student challenge We continue to focus on driving from Nottingham Trent inclusivity and in 2018, we will be University, where the Student undertaking a complete review of Membership offering started our events strategy to ensure that in 2014, to a number of new we have a consistent and coordinated institutions, and in the process approach across all of our Regions, have now achieved over Nations and Branches. £50,000 raised for charities through this initiative, an We look forward to continuing to achievement of which the work closely with our communities team can be extremely proud.” to help shape a positive future for all IoD members and to support them Alan Fitzwater as they face into the challenges and Director of Regional Engagement opportunities presented by Brexit and GDPR across all business sectors and industries.

Our 2017 highlights demonstrate the diversity and strength of our regions and nations and their support for local businesses and members.

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Scotland

Scottish International Week In October, we held a phenomenally Speakers included R. Michael Anderson, successful Scottish International Week US entrepreneur on The 3-Step Method at Charlotte Square. The IoD Scotland I Developed because I got Tired of hub was packed with attendees either Failing Internationally, Rachel Paling, taking their first steps into the global Director of Efficient Language Coaching market, or those who were already from Germany on Neurolanguage --- operating internationally and were Communication and language strategy keen to increase their existing activities. for global business, Fiona Donnelly, The event highlighted that there are Director at Red Links Hong Kong on many businesses wanting to take their Cracking the Hong Kong Market and business beyond our shores, but were Dr. Astri Jæger Sweetman Kvassnes, unsure how to do so. CEO, RockDoctor, Author and Mentor – Norway as a business opportunity – David Watt Over the course of the week, speakers fighting trolls or earning kingdoms? IoD Scotland Director and guests discussed ways in which we can improve and change the Having access to a network of peers mind-set of businesses to enter into who can offer advice on what they new markets from the start or to have learned in business is vital and consider doing so, even if they are a large part of what the IoD is here well established. From start-ups to to deliver to its members. big corporates, the future is global so it is important that we directors think globally from day one – right up to the point of a stock market listing or sale.

Russell Dalgleish Scottish Business Network

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IoD Scotland Annual Conference at Gleneagles The IoD Scotland team were delighted to host a number of members and non-members from a range of sectors across Scotland at the Annual Conference held on 2-3 November.

This year’s conference focused on “Preparing for the Future: Creativity, Adaptability & Innovation”. As Scotland responds to a changing geopolitical and economic climate,we explored how organisations build a change and adaptability culture. The conference Networking at the Annual Conference brought together first class speakers including Professor Dame Anne Glover, biologist and academic; Philip Long, Director of the V&A Museum Dundee; Ian Callum, Director of Design at Jaguar; Shona McCarthy, CEO, Edinburgh Festival Fringe Society; and Mike Adams, CEO, Purple. The Conference also facilitated workshop presenters and encouraged fellow delegates to learn, discuss and debate today’s business issues.

Conference plenary networking session

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Wales

IoD invited to key discussions with Prime Minister in Swansea “ It was an honour to be part After signing off the Swansea Bay City of such positive and open Deal at the Liberty Stadium in March, discussions and as a long- Prime Minister Theresa May visited standing supporter of and Swansea University’s Bay Campus, campaigner for a Swansea Bay where Director of IoD Wales Robert City Deal, it was very pleasing Lloyd Griffiths was among invited to see the strategy being industry and business leaders. progressed and signed.” The group discussed the Government’s Plan for Britain and how Swansea’s Robert Lloyd Griffiths ground-breaking £1.3bn City Deal Director of IoD Wales will help create a new era of growth and renewed prosperity and ensure innovation is revived. Prime Minister Theresa May and Director of IoD Wales, Robert Lloyd Griffiths

Wales first Minister attends opening of new IoD Wales base “ It’s a pleasure to be here, to see Wales First Minister Carwyn Jones the links being strengthened joined IoD Director General Stephen between business and Martin and Director of IoD Wales academia. We know that we Robert Lloyd Griffiths to open the don’t lack entrepreneurial new Wales office at Cardiff Business spirit and flare in Wales but School. Our new IoD Wales office and what was missing for so many hub offers a host of new benefits and years was the structure to opportunities both to its members, support that. Universities train and to the faculty and staff of the and produce those people who School, which is ranked sixth of 101 UK go on to employ others and business schools for the quality of its support start-up businesses research and joint first for environment. Stephen Martin with Wales First that may start small, but can Minister Carwyn Jones and also grow. It makes perfect Robert Lloyd Griffiths sense for the IoD to be based here and for businesses, whatever their size, it is hugely important to be able to learn from the expertise and research taking place here. This is the beginning of what I believe will be a very beneficial example of mutual co-operation. It is hugely important that we see models like this develop across Wales.”

Carwyn Jones Wales First Minister

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Northern Ireland

Huge success for Northern Ireland at the UK Finals of the IoD Director of the Year Awards Janet McCollum, Chief Executive of Moy Park was named Large Company Director of the Year while Gareth Loye, Director of M&M Contractors and Mascott Construction won the Family Business Director of the Year category.

Janet was also highly commended in the overall Director of the Year category in the prestigious UK finals held in London. Large Company Director of the year Family Business Director of the year, winner Janet McCollum and IoD NI Gareth Loye Chairman Ian Sheppard

Appointment of new NI Director IoD Northern Ireland saw change in 2017 with the appointment of Kirsty McManus as Director following the retirement of Linda Brown, who spent 23 years at the organisation. Kirsty was formerly the Head of Business Development at the Northern Ireland Chamber of Commerce and previously held senior positions at the University of Ulster, the CBI and Vistage.

Bill Molloy (Bombardier), Suzanne Wylie (Belfast City Council), Kirsty McManus (IoD) and Mark Carruthers (BBC) at IoD Northern Ireland Annual Lunch 2017

22 www.iod.com Annual Report and Accounts 2017 | 2017 Overview

East of England

Hosting over 50 events across the year the IoD in the East of England continued to educate, inform and update both members and non-members across the ‘Enterprising East’. The 5 branches within the region are now led by a strong team of IoD Ambassadors who represent the IoD across a variety of business sectors for which we are extremely grateful.

Our Event and Branch Officers continue to manage excellent events and answer member enquiries quickly and professionally. Three branches Chief Superintendent Rachel Nolan, Essex Police presents at IoD Enterprising Women welcomed new Chairs in 2017 – Christine in the East Summit Bhatt as Chair of IoD Essex, Rahul Garella as Chair of IoD Hertfordshire and Carolyn Rand as Chair of IoD Cambridgeshire.

Together with Graham Kill, Chair of IoD Suffolk, Howard Ingleson, Chair of IoD Norfolk and David Sales, our Regional Chair, the East of England chairs and IoD team work together to promote good governance and best business practice across a diverse range of industry sectors in the region.

2017 included the first IoD Enterprising Women in the East Summit attended by 100+ directors and featuring presentations regarding gender pay Gerald Ratner and guests at IoD Essex Chair’s Christmas Breakfast gap, self-branding and creating an inclusive business culture.

IoD Essex also welcomed Gerald Ratner to their Chair’s Christmas Breakfast.

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East Midlands

IoD Members and guests experienced a very moving and fact-filled afternoon when they visited the new International Bomber Command Centre (IBCC) in Lincoln.

Lincoln College Group and its Chief Executive Officer and IoD Lincolnshire Chairman, Gary Headland, hosted the event, which included a tour of the site and stunning memorial at the IBCC, which sits towering above the city Lincoln. This world class facility Air Vice-Marshal Warren James International Bomber Command Centre is designed to serve as a point for (IBCC) Memorial, Lincoln the recognition, remembrance and reconciliation for Bomber Command.

The Spire commands stunning views across Lincoln, with a focus on the City’s ancient Cathedral, which served as a sighting point for crews flying from Lincolnshire. For many of the men named on the accompanying walls, the Cathedral provided their last sight of Britain. It is now recognised as the UK’s tallest war memorial. The Spire, inspired by the wing span of the Avro Lancaster Bomber, was awarded the 2016 Structural Steel Design Award. It is surrounded by memorial walls.

IoD East Midlands visit to International Bomber Command Centre, Lincoln Following the site visit, guests enjoyed afternoon tea and heard Air Vice-Marshal Warren James speak about the RAF, it’s expertise and challenges at what is Britain’s first Air and Defence Career College housed within the Lincoln College campus. The Air and Defence Career College officially opened in September 2016 and provides employer-led, career focused education and technical training for 16-19 year-olds. This unique and innovative model is designed to create secure career paths in the RAF, aerospace and catering industries.

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North West

January 2018 marked the first We make the IoD in the North West anniversary of the North West team, work in its own right by focusing on “ We design our events along which now comprises Claire Ebrey Leadership as the key golden-thread broad themes to appeal to (Regional Director), Lauren Mullan that unites all of our members. The IoD more members, recognising (Events Manager) and Sumaiya is in a unique position to bring together that they have different needs Rudhmila (Communications Officer). a strong community of North West and interests.” The year also saw new Chairs in leaders, who have access to quality Liverpool (David Holdsworth), professional development, are well Claire Ebury Lancashire (Stuart Thompson) and connected across sectors and who can Regional Director, IoD North West latterly a new Regional Chair (Mike influence policy that affects our region. Blackburn), all of whom are already adding considerable value.

Events We refocused our events, solely onto Highlights include: member engagement to make them inspirational, educational or fun. • The launch of a monthly event We design our events along broad series in Liverpool, at Tilney in the themes to appeal to more members, Liver Building, which is driving new recognising they can have different interest in Liverpool City Region. needs and interests and strive to make This was most recently led by our events calendar flexible in terms of Olympian Beth Tweddle and IoD timings, and diverse in terms of topic. Award winner Chris Brindley, who talked about Leadership Transitions We also work hard to demonstrate – Beth transitioned from athlete diversity, and reflect leadership role to business leader and Chris from models for minority groups. This has Exec to Non-Exec. North West Women’s Conference seen our percentage of women in membership grow in 2017. • Our annual cruise on Windermere and our Women’s Conference both saw the highest attendance numbers to date.

• The introduction of Ten Talks – a regular roundtable event to encourage a small member-only group to discuss ‘what’s keeping them up at night’, and benefit from the experience of their peers.

• A new ‘Policy Flash Mob’ roundtable, where a small number of members can be brought together at short notice to influence a particular Policy theme.

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Communications We have made a huge leap forward this year in terms of modernising our communications to find new and interesting ways to engage with our members on top of traditional channels. We try to bring the member voice through our communications, using quotes, case studies and videos, and to build a feeling of community both on and offline.

Membership Carlos Oliveira, Young Director of the Year Jane Montague, North West Family Membership in the North West Business Director of the Year increased month on month in the second half of 2017, which gives us confidence that we are successfully engaging with our existing members, and potential members.

Influence IoD North West is positive about devolution, and provided members with the opportunity to engage with the Manchester Mayor Andy Burnham on his Employers Charter. In Liverpool, we have represented our members views on the issue of diversity to Mayor Steve Rotheram, encouraging him to reconsider his all-male cabinet. Andy Burnham speaking to IoD North West members

Advance IoD Advance successfully launched in April 2017 with 107 members by February 2018. Emily Martin is Advance lead for the North, and we work closely with her to maximise the impact of Advance in the North West.

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South

The south region have run a series of successful branch and regional events throughout 2017 ranging from informal networking sessions to events in the new IoD Academy. Highlights include Sailing on the Solent, an IoD 99 visit to McLaren in Surrey and a sponsored event with BMW where members learned about the future of sustainable motoring.

IoD South sailing on the Solent

Berkshire The Berkshire branch hold regular Women’s Lunches and in June 2017 our guest speaker was Talita Ferreira, Chartered Director. The quarterly Cliveden Breakfast Clubs are always well attended with great topics and no speaker as the content comes from the attendees!

The sun was out for the sailing regatta with some strong winds creating some competitive racing.

The Christmas lunch raised £1,620 for RNLI which was close to the heart of our guest speaker, Lesley Foden, IoD Berkshire Women’s lunch who had rowed around Great Britain.

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Buckinghamshire & Milton Keynes In Buckinghamshire as elsewhere, In our own Buckinghamshire and 2017 was without doubt a year of Milton Keynes area, we can see that turbulent and uncertain times especially the Young Directors and IoD 99 with respect to World and European groups are by far the fastest growing affairs. Along with our regular business, areas of membership within the IoD, We hope the IoD was able to bring which gives us great confidence for some stability and continuity to things. the future. We continued to engage with members and other business groups as usual, with a number of topical events ranging from GDPR to a briefing from the Bank of England about the state of the economy.

Hampshire & Isle of Wight In July, the branch launched IoD Connect networking events, which has so far held a total of 4 early evening meetings at venues in Winchester and Southampton. This has attracted new members as well as members who had not previously engaged with the local branch. These events will continue on a quarterly basis throughout 2018.

In September, the branch organised a car driving experience day at the Balmer Lawn Hotel in the New Forest. 40 members and guests were given the opportunity to test-drive 10 premium cars including Porsches, IoD Hampshire breakfast meeting Maseratis and Range Rovers around the idyllic local countryside.

On 2nd November, the branch welcomed the IoD’s Director General Stephen Martin as guest speaker at a dinner to explore the future prospects of the economy in the context of Brexit. We also heard from Nick Burns, the former Chairman of Capita Employment Services, who talked about his entrepreneurial journey.

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Kent Stephen Martin visited the Kent Branch, where we toured the Faversham Brewery, which is home to Shepherd Neame, Britain’s oldest brewer. Nestled in the medieval market town of Faversham in Kent, brewing has continued on this site for centuries.

Stephen also hosted a lunch for IoD members at the Brewery, which was then followed by a visit to MEP, a manufacturing business based in Aylesford, Kent. Stephen Martin and Jonathan Neame, IoD Kent Business Summit CEO at Shepherd Neame

Oxfordshire Despite the uncertainties in the Like the rest of the country, there are We have enjoyed some excellent events market during 2017, the business continuing difficulties with regard to this year, with some great speakers community in Oxfordshire still seems funding essential services. One area and high quality meetings, where we to be thriving, which is a tribute to where our local members are doing have all had the opportunity to learn their resilience and adaptability. a great deal to help is with education and develop our understanding of There has been a great deal of through volunteering as governors, relevant issues. infrastructure investment coming mentors, career connectors, or giving into the county, which we hope that their time to organisations such as businesses will take advantage of Young Enterprise. With the difficulty and the opportunities that come in recruiting young people with the with such investment. We continue right skills a continuing issue for to encourage our members to make companies, our members are doing the business voice heard with the a great deal to encourage young councils, LEP and through the IoD’s people and open their eyes to the Policy Voice. opportunities available to them.

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Surrey The Surrey branch has had another great year, the ambassador structure (which originated in Surrey) has ensured a diverse and interesting calendar of events all of which have focused on an element of engagement and director learning. Amongst the highlights, there was an excellent mental health event in conjunction with Surrey County Council and a Cybersecurity event with the Surrey Centre for Cyber Security.

We held an HR and people event in conjunction with the CIPD, and Driving for Better Business presentation a Business Scale-Up event with the Business School at the University of Surrey. We also hosted another successful Economists Debate.

Members were privileged to enjoy a factory tour at McLaren Automotive in association with Driving for Better Business.

IoD Surrey members visit McLaren Automotive Factory

Sussex IoD Sussex had an active year in 2017, with positive engagement and feedback from members. A number of events were held, including regular Bank of England briefings, breakfast and lunch sessions on topics such as Growth through Acquisition and informal IoD Connect networking sessions. IoD Sussex members were also invited to a presentation from Rampion on its major wind farm installation off the south coast.

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South West

At IoD South West, we are dedicated to supporting over 2,000 Directors from a diverse range of businesses spread across 9,200 square miles from Cornwall, across to Dorset and up to Gloucestershire. The South West is the proud home for global industry leaders in aerospace, advanced engineering, digital technology, financial services, creative media and renewable energy as well as land-based sectors such as tourism and food production.

Each year, IoD South West delivers an exciting event programme which Tour of RNAS Yeovilton celebrates the diversity of our region and encourages local business engagement, networking and knowledge-sharing.

IoD South West has always had close links with the military services based in the region and over recent years has visited various Army, Navy and Air Force operations. In March 2017, IoD Somerset Committee Member John Beake of the Wessex Reserve Forces’ & Cadets’ Association facilitated a fascinating behind the scenes tour and leadership presentations at RNAS Yeovilton, the UK’s largest Naval Air Station.

In May 2017, Director General Stephen IoD Bristol networking event for IoD 99 members Martin visited the region for the first time and met with key IoD partners from South West LEPs, Universities and other Business Organisations. In addition, Stephen met and heard from various IoD members from leading local businesses before speaking at the IoD South West 2017 Annual Dinner and Awards.

IoD Bristol has one of the highest proportions of both younger and female members among UK Branches.

An IoD 99 event hosted by NatWest ESpark in the summer. Some 40 current and prospective IoD 99 Alex Mitchell, Chairman of IoD 99 presenting to current and prospective members members met and enjoyed networking and a micro-pitching session.

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West Midlands

2017 was an exciting year for IoD West Midlands. We welcomed BHSF and Qatar Airways as our inaugural Patrons, doubled our Peer to Peer mentoring programme to eight groups across the region and added Coventry University to our student mentoring programme.

We launched IoD 99 membership and events and doubled the original target for the year, with over 110 new 99’ers joining in our region.

We hosted a number of inspiring IoD West Midlands visit to Birmingham Airport speakers from GCHQ, the Army and Birmingham Airport Fire & Rescue. We were delighted to have the newly appointed West Midlands Mayor, Andy Street, as key speaker at our Annual Dinner in Warwick Castle and to co-host a lunch with Sir John Peace, Chair of the Midlands Engine, with our colleagues in the East.

We were also invited to tour the House of Commons with Gavin Williamson, then Chief Whip.

The year was topped off when our West Midlands Chair, Dr Jason Wouhra, West Midlands Mayor, Andy Street, Dr Jason Wouhra receiving his OBE was awarded an OBE for services to at IoD West Midlands Annual Dinner business and trade and Worcester based Nathan Warren received the award for New Chartered Director of the Year, achieving the highest marks in the country for his Chartered Director assessments.

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Yorkshire & North East

It was a year of positive change in Yorkshire and the North East with a new headquarters in Leeds and two new regional Chairs.

The relocation of our regional HQ to the Grade II-listed Cloth Hall Court provides a fantastic space, just across the road from Leeds railway station, with facilities for meetings and conferences.

Dr Joanna Berry, Associate Professor in entrepreneurship at Durham Dr Joanna Berry Jon Geldart University Business School, was unveiled Chair of IoD North East Chair of Yorkshire and Humber as our new Chair for the North East while Jon Geldart, Executive Director, Markets Development, for Greater China with Grant Thornton became our Chair for Yorkshire and the Humber.

Both Joanna and Jon have welcomed a string of Ambassadors as we look to grow the profile of regional business and ensure it is represented within the IoD’s national policy voice.

Our Regional Director of the Year Awards were once again a roaring success, with Herwig Vennekens of Haribo crowned overall winner in front of 200 guests at The Principal York hotel. IoD South Yorkshire Annual Dinner

International music star Midge Ure was the special guest speaker for our annual Humber Luncheon, which kicked off Humber Business Week 2017 in the year that Hull celebrated being City of Culture.

In the North East, Sunday Times columnist Rod Liddle entertained speakers at the Business Leaders’ Dinner. Our South Yorkshire Annual Dinner saw 200 guests descend on the stunning Cutler’s Hall in Sheffield.

The EU has never been far from members’ thoughts, so we were delighted to host Allie Renison who IoD Yorkshire breakfast on Brexit helped to provide clarity to those befuddled by Brexit and provided an opportunity to have a good old fashioned debate!

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Our Governance Structure

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

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

Committees of the Board

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

Executive Committee

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

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Summary

The Council Our governance structure is an We are immensely proud of the Guardian of the integral part of the way the Institute diversity and depth of experience constitution to make of Directors delivers its Royal Charter contained in our Board and Council, sure that the Chartered obligations and its strategy; supporting all members, who are responsible Objects are being effective decision-making and enabling for the Institute’s strategic direction the right people to have access to the and sustainability. delivered 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 • Appoints and removes Female | 40% Female | 37% the senior independent Male | 60% Male | 63% council member

NOTE

1. As at May 2018

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Governance and Control 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.

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IoD Council Elected Council Members Regional Council Members

During 2017 the Council was chaired Chair Members by Lady Barbara Judge (non–executive > Vacant > Ceinwen Jean Church Dip.IoD FIoD director). The Senior Independent > Andrea Delay MBA Council Member (SICM), Prof Dame SICM > Brian Hall CDir FIoD Joan Stringer is currently the acting > Prof Dame Joan Stringer DBE FRSE > Roger Marsh OBE, BSc (Hons), Chair of Council until a new Chair of FCA, HonD Univ the Institute is appointed. Members > Professor Ian McKay > Ellen Miller BA PCC > David Sales BA (Hons) MA MBA The Council is the guardian of the > Sarah Soar MCSI > Emma Sheldon MBE, MBA, FRSA constitution and is accountable to the > David Trenchard > Garry Smith CDir FloD members of the Institute. The Council > Philip Warr BSc (Hons) FRICS > Nick Sturge BEng CDir MIET is responsible for Board appointments FIoD FRSA FIoD FRSA (via the Nomination Committee) > Laura Wyld > Paul Terrington LLB (Hons), MIPD and reviewing the nature, focus and performance of the Board’s activities Member Departures to ensure accountability. There is a International Appointed > Lady Barbara Judge CBE (Chair) distinct separation of powers between Representative (March 2018) the Board and Council and for that > Alyson Howard FCCA DChA CF reason, apart from the IoD Chair, > Rick Denton MBA ACIB TEP (June 2017) there is no cross-membership MCSI DipIoD > Denis Lester MA CDir FinstD FCIM between both governing bodies. Chartered Marketer (June 2017) > Chris Parkhouse FIoD (June 2017) The Council provides a pool of Under 25 Directly Appointed > Robert Smith FIoD (June 2017) expertise which the Director General Representative > Margaret Wood MBE (June 2017) may consult when additional advice > Dr Michael Young PHD FCA or experience is needed. > Declan Mulholland B.A (June 2017)

In 2017, the Council met on three occasions and discussed a number of matters including Brexit, Composition of the Council 1 Council Regional Representation1 membership, governance, financials and Board appointments.

Elected Council Members | 39% Scotland | 11% Regional Council Members | 56% Wales | 5% International Council Members | 5% Northern Ireland | 5% East Midlands | 6%

NOTE East of England | 6%

1. As at May 2018 Channel Islands | 6% North East | 11% North West | 6% South | 22% South West | 11% West Midlands | 11%

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IoD Board Board Non-Executives Nomination Committee

The Board is collectively responsible Chair The Nomination Committee leads for the long-term success of the > Vacant the process for Board, Council and Institute and is responsible for committee appointments. It is a sub- constructively challenging the executive Members committee of the Board and Council and and helping to set the strategic > Chris Walton BA MBA FIoD FRAeS is chaired by the Senior Independent direction of the Institute. During 2017, (Acting Chair) Council Member (SICM) Prof Dame the Board was chaired by Lady Barbara > Dr Suzy Walton BSc MSc PhD CDir Joan Stringer. The Nomination Judge. Chris Walton is currently the CPsychol CSci FIoD FRSA Committee comprises of 3 Board acting Chair of the Board until a new members,(selected by Board); 3 Council Chair of the Institute is appointed. New Members members (selected by Council) and > Deborah Davis BAppSc MSc FIoD two ex–officio members (the acting The Board consists of executive and (April 2018) Chairman of the Board and the SICM). non-executive directors, the majority > Kirsty Lloyd-Jukes MA of whom are non-executive directors. (January 2018) The Committee considers that the The Board met five times during 2017 > Alex Simpson BA (Hons) (April 2018) Institute’s governing bodies consist and discussed a number of issues, > John Watson BEng (Hons) MSc CA of individuals with the right balance which focused on: GDPR, cybersecurity, (January 2018) of skills, experience and knowledge membership, financials, IT projects, to provide strong and effective IoD Academy and IoD Open House. Member Departures leadership of the organisation. > Lady Barbara Judge CBE (Chair) In 2017, the Board agreed that an (March 2018) The Nomination Committee held three external board evaluation process > Erica Ingham BA ACMA CGMA meetings during the year. At the meetings, would be carried out in 2018, FIoD (March 2018) the committee reviewed the skills the timing for which was deferred > Sir Ken Olisa OBE (Deputy Chair) matrix and succession planning to the Autumn in the light of the (March 2018) for Board roles and carried out the recent Board departures. > Arnold Wagner OBE (March 2018) appointment process for recruiting the non – executive director appointments.

Board Executive Directors Chair Members > Prof Dame Joan Stringer DBE FRSE > Jim Jordan FCA (Finance Director) > Stephen Martin BSc MBA FIoD Members FRICS FCIOB CCMI MCIArb > Sarah Soar MCSI (Director General) > Philip Warr BSc (Hons) FRICS FIoD FRSA

Composition of the Board1 New Members > Kirsty Lloyd-Jukes MA (March 2018) > Nick Sturge BEng CDir MIET FIoD FRSA (April 2018) > Dr Suzy Walton BSc MSc PhD CDir CPsychol CSci FIoD FRSA (March 2018) > John Watson BEng (Hons) MSc CA (March 2018)

Member Departures > Lady Barbara Judge CBE (March 2018) Non-Executive Directors | 75% > Erica Ingham BA ACMA CGMA FIoD Executive Directors | 25% (March 2018) > Sir Ken Olisa OBE (March 2018) NOTE > Arnold Wagner OBE (March 2018) 1. As at May 2018

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Sub-committees of the Board

Audit and Risk Committee (ARC) Audit and Risk The Audit and Risk committee is chaired by Chris Walton (non- executive Chair director). The Chair and members > Chris Walton BA MBA FIoD FRAeS of the ARC are appointed by the Board. Two members of the ARC are Members finance professionals and the Board > Andrew Rinker JD MBA BSc CDir is satisfied that they have recent and FIoD FRICS Chartered FCSI FCIArb relevant financial experience. The other committee members have experience New Members within the governance (chartered > John Watson BEng (Hons) MSc CA director), commercial and legal sectors. (January 2018)

The committee held four meetings Member Departures during 2017 and has undertaken each > Alyson Howard FCCA DCha CF of its principal responsibilities, carrying (June 2017) out a number of reviews and receiving > Erica Ingham BA ACMA CGMA FIoD relevant reports from the external (March 2018) auditors, internal accountants, the institute secretary and management. The findings from the reviews are then reported to the Board.

The ARC is responsible for overseeing the Institute’s relationship with its external auditors and annually reviewing the role and performance of the external auditors. In doing so, the ARC has assessed the audit process, the effectiveness of the external auditor and reviewed any non-audit or independent services provided by the external auditor to the Institute. On the basis of these reviews, the ARC has recommended to the board that in their opinion the external auditors have been effective and that they should be re-appointed for an additional year.

The Board has full responsibility for the Institute’s system of internal control; however responsibility for this is delegated by the board to the ARC.

For further information, please refer to the Internal Control and Risk Management Section on page 41.

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Remuneration Committee Accreditation and Membership Committee During 2017 the Remuneration Standards Committee (ASC) The Membership Committee Committee was chaired by Arnold The Accreditation and Standards is chaired by Ann Jordan and the Wagner. It is currently chaired by Dr Suzy Committee is chaired by Dr Suzy committee members are appointed Walton and its members are appointed Walton (non-executive director) by the board. The committee advises by the Board. A primary objective and members of the committee are on membership, diversity, member of the Remuneration Committee is appointed by the board. The ASC services provided by the IoD and to ensure that there is a formal and sets the educational competencies membership conduct matters. transparent procedure for developing and standards for directors and The membership committee met a remuneration policy, which ensures boards, oversees the standards for three times during 2017. A review that individuals are sufficiently external accreditation providers and of the structure and composition compensated and are appropriately maintains and protects the integrity of the membership committee is incentivised to encourage enhanced of the professional standards for currently underway. performance. The Remuneration candidates for the principal professional Committee aims to ensure that overall assessments conducted by and under levels of remuneration (including salary, the auspices of the Institute. The ASC Chair benefits and bonuses) are sufficient met three times during 2017. > Ann Jordan DL to attract, retain and motivate staff. The Remuneration Committee met Members three times during 2017. Accreditation and Standards > Gerry Jones Hon FIoD > John Knapton FIoD CDir Chair > Garry Smith CDir FIoD Remuneration Committee > Dr Suzy Walton BSc MSc PhD CDir > Adam Soliman BA (Hons) CPsychol CSci FIoD FRSA > Josephine Swinhoe BSc CDir Chair FIoF FIoD > Suzy Walton BSc MSc PhD CDir Members CPsychol CSci FIoD FRSA > Giorgio Bendoni MSc CDir FIoD Member Departures > Suzy Brain England OBE CDir > Susan Wallace FCIS (August 2017) New Members MBA BA (Hons) > Kirsty Lloyd–Jukes MA (March 2018) > James Gambrell CDir BSc ICD.D > Chris Walton BA MBA FIoD FRAeS MBA DBA (March 2018) > Robert Smith CDir FIoD

Member Departures > Lady Barbara Judge CBE (March 2018) > Sir Ken Olisa OBE (March 2018) > Arnold Wagner OBE (March 2018)

40 www.iod.com Annual Report and Accounts 2017 | Governance

Institute Secretary Internal Control and The Joint Institute Secretaries are Risk Management responsible for the internal governance The Board is responsible for setting The Institute has an ongoing process of the IoD and act as the governance the Institute’s internal control systems, for identifying, evaluating and advisors to the Board, Council and risk framework and appetite for risk. managing risks that it may face, and various committees. They ensure that Key internal controls: this is done through the risk framework the internal governance of the IoD is and register. The risk register highlights delivered effectively and efficiently • During 2017, the Audit and Risk the key risks, the likelihood of risks by identifying and mitigating any Committee (“ARC”) has continued occurring, notes the associated governance risks. They also deal with to oversee the systematic scrutiny potential impacts, incorporates the legal, risk and assurance matters. of underlying finance processes risk mitigation provisions and maps and systems. It has monitored the the risk journey. The executive have > Junior Bammeke ACIS introduction of improved procedures close day-to-day involvement with > Abigail Chase (Interim) LLB (Hons) to ensure robust financial controls the risk management. The ARC had > Kristina Lewis (maternity leave) and records. This occurred as a agreed that a review of the risk register consequence of the introduction and framework will take place during of a CRM system which impacted 2018. This process allows the ARC to downstream systems (including monitor and review the effectiveness accounting systems), though it of the Institute’s internal controls and amalgamated seven existing IT risk management systems. systems. This exercise has been beneficial, as the scrutiny of both The ARC regularly reviews the business and financial procedures operation and effectiveness of has prompted the redesign of a the Institute’s risk management number of underlying processes. mechanisms, financial controls, cash, investment strategy, internal controls, • Regular review of the management health and safety, premises, tax and accounts by the board and ARC conducts several deep dives into risk which allows for control over management, staff, data management financial reporting. During 2017, and IT. As a result, the ARC is able to monthly reporting was interrupted manage and mitigate the impact of due to the introduction of a CRM risk, rather than seeking to eliminate IT system. During that period, the likelihood of risk as inherent the ARC closely monitored the limitations exist in any system of risk organisation’s financial health. control and internal financial control. Accordingly, even the most robust • Review of the process for system only provides reasonable, not managing conflicts of interest for absolute, assurance with respect to risk office holders, consultants, Board mitigation, the preparation of financial members and honorary members. information and the safeguarding of reputation and assets. The IoD’s insurance portfolio is reviewed regularly; this ensures that the Institute retains appropriate insurance coverage across the business. The Institute has an ‘Immediate Action Plan’ and a longer-term ‘Disaster Recovery Plan’ to help mitigate risks in the likelihood of a disaster arising. Both plans are regularly reviewed and revised.

www.iod.com 41 Corporate Governance Policy | Annual Report and Accounts 2017

Corporate Governance Policy

2017 proved to be yet another bumper The Corporate Governance team year for UK Corporate Governance also garnered significant media both in terms of changes to the hits throughout 2017 with our most regulatory framework and in the notable public interventions focusing work done by the IoD Corporate on the Financial Conduct Authority’s Governance team. proposal to create a new premium listing category for sovereign We have seen the Financial controlled companies and on the Reporting Council follow up on the continued issue of excessive executive recommendations contained in the pay. We opposed the FCA’s proposal Government’s response to the Green on the grounds that the relaxation Roger Barker Paper on Corporate Governance of certain shareholder protections Reform and instigate a consultation would be detrimental to our standing Head of Corporate Governance into changes to the UK Corporate as a global leader in Corporate Governance Code. While the IoD Governance. On the issue of excessive in its response to this was broadly executive pay the IoD repeatedly supportive, we did express concerns intervened to highlight the effect this on a number of details. Most notable has on the overall public impression is the proposal to move a section of the business community. which related to the professional development of directors over to the Finally, looking forward to 2018, the Guidance for Board Effectiveness which, IoD Corporate Governance team is we have argued that the non-statutory delighted to announce its intention nature of the Guidance could lead to to create the IoD Centre for Corporate this important aspect of governance Governance. Headed up by Dr Roger dropping off the agenda for boards. Barker and supported by Corporate Governance Analyst, James Jarvis, A significant policy win for the the Centre will seek to produce a number Corporate Governance team was the of distinct reports on salient issues in recommendation from Government governance. Each report will feature James Jarvis for large private companies to report contributions from key stakeholders in on their governance arrangements. the governance world and will aim to Corporate Governance Analyst The IoD argued for this in its Green provide practical and timely support Paper response citing our own to practitioners, IoD members and the expertise in this area seen in the wider UK business community. 2010 IoD publication Corporate Governance Guidance and Principles for Unlisted Companies in the UK. In addition to this the FRC has now formed a coalition to produce its own set of principles which would voluntarily apply to the companies coming under the new reporting requirement. The IoD is a primary partner in this initiative and is being represented by Head of Corporate Governance, Dr Roger Barker.

42 www.iod.com Annual Report and Accounts 2017 | Statement of Board Reesponsibilities

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.

www.iod.com 43 Financial Review | Annual Report and Accounts 2017

Financial Review

Overall Results Income Expenditure

This year returned a disappointing Membership Income Total expenditure of £27,458k was position that resulted in a deficit, and Membership income fell by £337k £483k higher than the prior year, a worsening of result when compared to £11,224k in 2017 (down 2.9%). and is analysed across Membership, to the prior year. Revenue for the year The reduction in income in 2017 was Revenue Earning Activities, Member was down nearly 2% with total costs due to a fall in overall membership Services, Operating and Overhead increasing by 2%. Notwithstanding the numbers by about 6%, though we have Costs and Representation and tough trading conditions, a conscious witnessed growth during the same Directorate, as shown in Analysis decision was made to invest in both period within our newest membership of Operating Surplus by Activities capital expenditure and strategic propositions, IoD Advance and IoD99. (note 2 to the financial statements). initiatives to position the IoD for the future. Membership contribution decreased Employment Costs by £274k to £9,372 in 2017 (down 2.8%), Employment costs are by far the At 31 December 2017, the Accumulated as shown in the Analysis of Operating biggest costs incurred by the IoD. Fund stood at £8,204k compared Surplus by Activities. In 2017, employment costs increased with £9,154 a year earlier, a decrease by £27k (0.2%) to £11,010k. of £950k which reflects the deficit Revenue Earning Activities for the year. Income from revenue earning activities Direct and Indirect Costs decreased by £249k (1.8%) to £13,709k There was an increase in direct and At the end of 2017, the balance of with sales increases of over £100k in indirect costs in the year as they rose cash and cash equivalents, including Professional (Director) Development, £664k (6%) to £12,143k. The main those held as investments, decreased and sales decreases of over £100k increases were approximately £1,337k by £2,451k to £10,112k. Further details in Director Publications (this was in the delivery of Professional (Director) of cash movements during the year outsourced from May 2017) and Development services, where we can be found in the Consolidated Director Events (there was the IoD have also seen an uplift in income. Statement of Cash Flows. Annual Convention in 2016, that did In addition, costs have decreased not take place in 2017). Professional by £641k within Hospitality. (Director) Development remained as the area with the highest sales at Property Expenditure £7,233k which was nearly 11% up on Ongoing property expenditure was the prior year (2016: 24%). In the last £183k higher in 2017, at £2,653k, two years revenue from Professional primarily as an increase in business rates. (Director) Development training has increased by 37%. Capital Expenditure Capital expenditure of £2,034k was Director Publications and the “Director” incurred during the year which was magazine were outsourced from May £928k higher than in 2016. 2017, to a third party contract publisher, SevenC3. The main item of expenditure was £1.2m on the new Training Academy on the 3rd Floor of our Pall Mall headquarters. This project was delivered within budget and on time, which was a great success.

44 www.iod.com Annual Report and Accounts 2017 | Financial Review

Creditor Payment Policy Cash Reserves The Institute was one of the founding The Audit and Risk Committee has members of the Prompt Payment recommended, and the Board has Code and is a supporter and signatory agreed, that cash reserves, net of of the scheme: deferred membership income, www.promptpaymentcode.org.uk are set at a level sufficient to cover both short term and longer term For all trade creditors, it is the investment needs. Institute’s policy to agree terms of payment with suppliers, at the start of Going Concern business, and to ensure that they are The Board considers that the Institute paid in accordance with the agreed has adequate resources to continue in contractual and other legal obligations. operational existence for the foreseeable The trade creditors balance at future. For this reason, the going 31st December 2017 represented concern basis continues to be adopted an average payment period of in preparing the financial statements. approximately 32 days, based on the ratio of the Institute’s trade creditors to the amounts invoiced during the year.

Donations There were no charitable donations made during the year (2016: £nil).

2017 also saw no political donations (2016: £nil).

www.iod.com 45 Independent Auditor’s Report | Annual Report and Accounts 2017

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 2017, 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 of audit of the financial statements in the report, we do not express any form 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, in Financial Reporting Standard 102 the audit evidence we have obtained doing so, consider whether the other ‘The Financial Reporting Standard is sufficient and appropriate to provide information is materially inconsistent applicable in the UK and Republic of a basis for our opinion. with the financial statements or our Ireland’ (United Kingdom Generally knowledge obtained in the audit or Accepted Accounting Practice). Conclusions relating to going concern otherwise appears to be materially We have nothing to report in respect misstated. If we identify such material These financial statements were of the following matters in relation inconsistencies or apparent material prepared solely for the purposes of to which the ISAs (UK) require us to misstatements, we are required management of the Institute’s affairs, report to you where: to determine whether there is a and have not been prepared under material misstatement in the financial section 394 of the Companies Act • the Board’s use of the going statements or a material misstatement 2006 and are not statutory financial concern basis of accounting in of the other information. If, based statements. Our audit work has been the preparation of the financial on the work we have performed, undertaken so that we might state to statements is not appropriate; or we conclude that there is a material the Institute’s Directors those matters misstatement of this other information, we are required to state to them in • the Board has not disclosed in the we are required to report that fact. an auditor’s report and for no other financial statements any identified purpose. To the fullest extent permitted material uncertainties that may cast We have nothing to report in this regard. by law, we do not accept or assume significant doubt about the Institute’s responsibility to anyone other than the ability to continue to adopt the going Opinion on other matters Institute and the Institute’s Board as a concern basis of accounting for a In our opinion, based on the work body, for our audit work, for this report, period of at least twelve months undertaken in the course of the audit or for the opinions we have formed. from the date when the financial the information given in the annual statements are authorised for issue. report for the financial year for which In our opinion, the financial statements: the financial statements are prepared is consistent with the financial • give a true and fair view of the statements. state of the Institute’s affairs as at 31 December 2017 and of its income and expenditure for the year then ended; and

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice.

46 www.iod.com Annual Report and Accounts 2017 | Independent Auditor’s Report

Matters on which we are required Responsibilities of the Board Auditor’s responsibilities for the to report by exception As explained more fully in the audit of the financial statements In the light of the knowledge and Statement of Board’s Responsibilities Our objectives are to obtain reasonable understanding of the Institute and its within the annual report, the Board assurance about whether the financial environment obtained in the course of is responsible for the preparation of statements as a whole are free from the audit, we have not identified material the financial statements and for being material misstatement, whether due to misstatements in the annual report. satisfied that they give a true and fair fraud or error, and to issue an Auditor’s view, and for such internal control as report that includes our opinion. We have nothing to report in respect the Board determine is necessary to Reasonable assurance is a high level of the following matters which we enable the preparation of financial of assurance, but is not a guarantee are required to report to you if, statements that are free from material that an audit conducted in accordance in our opinion: misstatement, whether due to fraud with ISAs (UK) will always detect a or error. material misstatement when it exists. • adequate accounting records have Misstatements can arise from fraud not been kept, or returns adequate In preparing the financial statements, or error and are considered material for our audit have not been received the Board are responsible for assessing if, individually or in the aggregate, from branches not visited by us; or the Institute’s ability to continue they could reasonably be expected as a going concern, disclosing, as to influence the economic decisions • the financial statements are not applicable, matters related to going of users taken on the basis of these in agreement with the accounting concern and using the going concern financial statements. records and returns; or basis of accounting unless the Board either intend to liquidate the Institute A further description of our • certain disclosures of directors’ or to cease operations, or have no responsibilities for the audit of the remuneration specified by law realistic alternative but to do so. financial statements is located on the are not made; or Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. • we have not received all the This description forms part of our information and explanations Auditor’s report. we require for our audit.

Buzzacott LLP Chartered Accountants 130 Wood Street London EC2V 6DL

8th June 2018

www.iod.com 47 Consolidated Income and Retained Earnings – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes 2017 2016

2. INCOME £’000 £’000

Membership income 11,224 11,561

Revenue earning activities 13,709 13,958

Other trading income 1,471 1,416

Interest receivable and similar income 65 107

26,469 27,042

2. EXPENDITURE

3. Employment costs 11,010 10,983

Direct and indirect costs 12,143 11,479

Property expenditure 2,653 2,470

Gain on disposal of fixed assets 2 768

Depreciation 1,650 1,275

27,458 26,975

2. & 4. (Deficit)/surplus before taxation (989) 67

5. Taxation 0 (50)

(Deficit)/surplus after taxation (989) 17

Other comprehensive income 17. Closed defined benefit pension scheme adjustment 39 48

Total comprehensive income (950) 65

Accumulated funds at 1st January 9,154 9,089

Accumulated funds at 31st December 8,204 9,154

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

48 www.iod.com Annual Report and Accounts 2017 | Consolidated Balance Sheet – at 31st December 2017

Notes 2017 2016

FIXED ASSETS £’000 £’000

6. Tangible fixed assets 4,590 3,981

7. Intangible fixed assets 898 1,123

5,488 5,104

CURRENT ASSETS

8. Debtors 3,420 3,778

9. Cash at bank and in hand 10,112 12,563

13,532 16,341

CURRENT LIABILITIES

10. Creditors – amounts falling due within one year (4,216) (4,702)

11. Provision for liabilities and charges 0 (263)

12. Deferred membership income (4,900) (5,257)

Total current liabilities (9,116) (10,222)

Net currents assets 4,416 6,119

Total assets less current liabilities 9,904 11,223

www.iod.com 49 Consolidated Balance Sheet – at 31st December 2017 | Annual Report and Accounts 2017

Notes 2017 2016

NON CURRENT LIABILITIES £’000 £’000

12. Creditors – amounts falling due after more than one year (1,700) (2,069)

Net assets including pension liability 8,204 9,154

Represented by:

Accumulated funds at 31st December 8,204 9,154

The financial statements on pages 48 to 66 were approved by the Board on 2nd May 2018 and were signed on its behalf by:

Chris Walton Stephen Martin Jim Jordan Acting Chair of the Board Director General Finance Director

8th June 2018 8th June 2018 8th June 2018

50 www.iod.com Annual Report and Accounts 2017 | Consolidated Statement of Cash Flows – for the year ended 31st December 2017

Notes 2017 2016

£’000 £’000

Net cash (used in) / provided by operating activities (note A) (482) 94

Cash flows from investing activities Interest received 65 107 Purchase of tangible and intangible fixed assets (2,034) (1,106)

Net cash used in investing activities (1,969) (999)

Change in cash and cash equivalents in the year (2,451) (905)

Cash and cash equivalents at 1st January 12,563 13,468

Cash and cash equivalents at 31st December (note B) 10,112 12,563

A Reconciliation of net (deficit) surplus for the year to net cash flows from operating activities (Deficit) / surplus for the year (989) 17

Adjustments for:

Taxation charge 0 50

Tax paid (50) (6)

Depreciation on tangible and intangible fixed assets 1,648 1,275

Loss on disposal of fixed assets 2 768

Interest receivable and similar income (65) (107)

Decrease / (increase) in debtors 358 (1,342)

Decrease in stock 0 135

Increase in trade creditors 301 302

(Decrease) / increase in other creditors, accruals and provisions (1,162) 201

Decrease in multiple years’ advance membership over one year (369) 0

Decrease in deferred membership income (357) (718)

Increase / (decrease) in other deferred income 162 (529)

Difference between pension charge and cash contributions 39 48

Net cash (used in) / provided by operating activities (482) 94

B Analysis of cash and cash equivalents

Cash at bank and in hand 10,112 12,563

www.iod.com 51 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

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 2017. 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 to 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 is of the opinion out below. that the Institute will have sufficient The financial statements have been resources to meet its liabilities as prepared under the historical cost they fall due. convention with items recognised at cost or transaction value unless otherwise stated in the relevant Membership Income accounting policies below or the Annual membership subscriptions are notes to these accounts. recognised as income on an accruals basis applicable to the membership The financial statements have period, and part of the subscription been prepared in accordance with applicable to the following year is the Financial Reporting Standard carried forward as deferred income. applicable in the UK and Republic In the case of multiple year membership of Ireland (FRS 102). subscriptions, an annual allocation is included within income for the year, The financial statements are presented the unutilised income being carried in sterling and are rounded to the forward to future years. nearest thousand pounds. Election fees are accounted for on a receipts basis. Critical Accounting Estimates and Areas of Judgement Preparation of the accounts requires Revenue Earning Activities the Board and management to make Revenue earning activities income significant judgements and estimates. consists of member services that The items in the financial statements are recognised when the service is where these judgements and provided and risks and benefits have estimates have been made include: been transferred.

• The depreciation / amortisation charge for the year which is based on the estimate of the useful economic lives attributed to the relevant assets; and

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

52 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

Note 1 Accounting Policies (continued)

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

www.iod.com 53 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes 2017 2017 2017 2016 Income Expenditure Net Net

2. ANALYSIS OF OPERATING SURPLUS BY ACTIVITIES £’000 £’000 £’000 £’000

Membership income 11,224 (1,852) 9,372 9,646

Revenue earning activities Hospitality 2,769 (1,898) 871 314 Director Publications 544 (1,321) (777) (351) Professional Development 7,233 (4,067) 3,166 3,793 Office Solutions 327 (116) 211 234 Business Centre 1,642 (598) 1,044 1,031 Director Events 461 (445) 16 (159) Commercial (Product Marketing) 733 (137) 596 495

13,709 (8,582) 5,127 5,357

Member services Regional Services 1,384 (3,117) (1,733) (1,660) Information and Advisory Services 6 (791) (785) (801) Member Benefits 30 (547) (517) (493)

1,420 (4,455) (3,035) (2,954)

Policy and directorate 51 (1,971) (1,920) (2,243)

Operating and overhead costs Property costs (excluding regions) 0 (2,653) (2,653) (2,288) Loss on disposal of fixed assets 0 (2) (2) (768) Depreciation 0 (1,650) (1,650) (1,275) IT, iod.com, marketing and new initiatives 0 (3,352) (3,352) (3,005) Central Administration 0 (2,941) (2,941) (2,510)

0 (10,598) (10,598) (9,846)

Interest Receivable 65 0 65 107

Deficit / (surplus) on ordinary activities before taxation 26,469 (27,458) (989) 67

54 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

Notes 2017 2016

3. EMPLOYMENT COSTS £’000 £’000

a) The average number of employees during the year was: 197 212

b) Salaries 7,528 7,653 Social security 860 831 Pension costs – see note 17 653 690 Contracted and temporary staff 659 753 Subsistence and insurance 169 267 Redundancy, termination & ex gratia payments 290 126 Other 851 663

11,010 10,983

c) The fees paid to the Chairman totalled £20,960 during the year (2016: £20,000).

d) Emoluments paid to the Director General, who is the highest paid £’000 £’000 Director, amounted to: - Salary 436 306 - Payment in lieu of employer pension contribution 29 37 - Bonus 36 11 - Benefits 18 1 - Pension contributions 8 0

527 355

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

Director General – 3(d) above 527 355

2 other directors (2016: 3 directors)

- Salaries 116 131 - Bonus 0 2 - Benefits 0 2

116 135

Aggregate emoluments 643 490

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

Director General – 3(d) above 8 0

2 other directors (2016: 3 directors) 13 16

21 16

www.iod.com 55 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes 2017 2016

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

f) Emoluments paid to key management

9 key management including the Director General and other executive directors (2016: 9 key management) - Salaries 933 871 - Bonus 50 27 - Benefits 26 7

1,009 905

- Pension contributions 63 61

1,072 966

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

56 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

Notes 2017 2016

4. (DEFICIT) / SURPLUS AFTER TAXATION £’000 £’000

This is stated after charging:

Fees in respect of services provided by the auditor: Statutory audit 41 61

Tax advisory services 26 17

67 78

5. TAXATION £’000 £’000

Current tax:

UK corporation tax 0 (50)

Tax reconciliation:

(Deficit) / surplus on ordinary activities before taxation (989) 67

Multiplied by the standard rate of UK corporation tax of 19.25% (190) 13

Tax effect of: Deficit / (surplus) arising on non-taxable activity (55) 37 and non deductible expenditure Movement in deferred tax not recognised 245 0

0 50

Corporation tax is payable only on the Institute’s externally derived sources of income. The Institute’s membership activities are outside the charge to corporation tax.

No provision for deferred taxation is required (2016 – £nil).

Factors that may affect future tax charges: During the accounting period, the UK corporation tax rate reduced to 19% on 1st April 2017 (2016 – 20%).

Legislation has also been enacted to reduce the corporation tax to 17% from 1st April 2020.

www.iod.com 57 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes Leasehold Furniture Computer Total Improvements & Fittings Hardware

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

Cost: At 1st January 2017 7,947 2,816 2,096 12,859 Additions 512 1,177 145 1,834 Disposals (3,464) (1,373) (1,593) (6,430)

At 31st December 2017 4,995 2,620 648 8,263

Depreciation: At 1st January 2017 (5,118) (1,912) (1,848) (8,878) Charge for the year (710) (372) (141) (1,223) Disposals 3,464 1,373 1,591 6,428

At 31st December 2017 (2,364) (911) (398) (3,673)

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

Net book value 2016 2,829 904 248 3,981

The Institute does not hold any assets under finance leases (2016: £ nil).

Computer Software

7. INTANGIBLE FIXED ASSETS £’000

Cost: At 1st January 2017 1,309 Additions 200 Disposals (110)

At 31st December 2017 1,399

Depreciation: At 1st January 2017 (186) Charge for the year (425) Disposals 110

At 31st December 2017 (501)

Net book value 2017 898

Net book value 2016 1,123

58 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

Notes 2017 2016

8. DEBTORS £’000 £’000

Trade debtors 2,466 2,768 Other debtors and prepayments 798 845 VAT receivable 156 165

3,420 3,778

All debtors are due within one year.

2017 2016

9. SHORT TERM BANK DEPOSIT, CASH AT BANK AND IN HAND £’000 £’000

Cash at bank and in hand 10,112 12,563

Cash at bank and in hand includes £213,223 (2016: £217,540) held in overseas branches.

2017 2016

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

Trade creditors 1,725 1,424 Deferred non membership income 1,448 1,286 Other creditors and accruals 1,043 1,942 Taxation 0 50

4,216 4,702

www.iod.com 59 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes Property provisions

11. PROVISION FOR LIABILITIES AND CHARGES £’000

Movements in the provisions are as follows: At 1st January 2017 263 Change in year (263)

At 31st December 2017 0

The provision of dilapidation and professional fees of 123 Pall Mall was utilised during the year. At 31st December 2017, there was no further provisions required.

2017 2016

12. DEFERRED MEMBERSHIP INCOME £’000 £’000

Memberships expiring within one year 4,900 5,257 Memberships expiring after more than one year 1,700 2,069

6,600 7,326

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.

60 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

Notes 2017 2017 2017 Property Other Total

13. LEASE COMMITMENTS £’000 £’000 £’000

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

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

2016 2016 2016 Property Other Total

£’000 £’000 £’000

Within one year 423 7 430 After one, but within five years 1,279 14 1,293 After five years 6,953 0 6,953

8,655 21 8,676

14. CAPITAL COMMITMENTS

Capital commitments contracted but not provided for in the financial statements amount to £50,000.

15. RELATED PARTY TRANSACTIONS

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

There were no other transactions with related parties during the year.

16. POST BALANCE SHEET EVENTS

As mentioned in the Acting Chair of the Board’s Report, in the past year, the IoD faced a governance challenge when allegations were made through our whistleblowing channel. The Board does not believe that the IoD will incur any legal liabilities as a consequence of these events.

www.iod.com 61 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes

17. 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 £614,000 (2016: £690,000), 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 2015. A qualified independent actuary carried out calculations as at 31st December 2017 to obtain the amounts reported under FRS 102.

At 31st At 31st At 31st December December December 2017 2016 2015

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

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% 1.8% Rate of increase to pensions above GMP in deferment 2.5% 2.5% 2.0% Discount rate 2.3% 2.5% 3.6% RPI inflation assumption 3.5% 3.5% 3.0% CPI inflation assumption 2.5% 2.5% 2.0%

No contributions were paid to the scheme during the year (2016: 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 2017 was £39,000 (2016: £48,000).

No lump sum contributions are due in the coming year in respect of the scheme (2017: Nil).

62 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

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 2017 2017 2016 2016 2015 2015

17. 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 2.3% 3,264 2.5% 3,102 3.6% 2,829 Bonds 2.3% 4,738 2.5% 4,654 3.6% 4,180 Cash 2.3% 54 2.5% 75 3.6% 42

Total market value of assets 2.3% 8,056 2.5% 7,831 3.6% 7,051 Present value of scheme liabilities 6,762 6,866 5,965

Surplus in the scheme 1,294 965 1,086 Deemed irrecoverable (1,294) (965) (1,086) Balance sheet valuation 0 0 0

At 31st At 31st December December 2017 2016

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

Opening defined benefit obligation (6,866) (5,965) Service cost 0 0 Administration costs (62) (86) Interest cost (168) (207) Remeasurement: actuarial loss (87) (1,116) Benefits paid and expenses 421 508 Closing defined benefit obligation (6,762) (6,866)

www.iod.com 63 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes At 31st At 31st December December 2017 2016

17. PENSION COSTS (CONTINUED)

Defined benefit scheme (continued)

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

Opening fair value of scheme assets 7,831 7,051 Interest income 191 245 Investment gain 455 1,043 Contribution by employer 0 0 Benefits paid and expenses (421) (508) Closing fair value of scheme assets 8,056 7,831

Current Previous Previous Previous Previous Year 2017 Year 1 2016 Year 2 2015 Year 3 2014 Year 4 2013

£’000 £’000 £’000 £’000 £’000

Defined benefit obligation (6,762) (6,866) (5,965) (6,501) (5,772) Scheme assets 8,056 7,831 7,051 7,451 6,864 Surplus 1,294 965 1,086 950 1,092 Experience adjustments on scheme liabilities (25) (10) (30) (111) (60) Experience adjustments on scheme assets 455 1,126 (127) 654 176 (2014: restated under FRS 102)

At 31st At 31st December December 2017 2016

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

Current service cost 0 0 Administration costs 62 86

Total operating charge 62 86

At 31st At 31st December December 2017 2016

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

Interest income 191 245 Less: Interest on pension scheme liabilities (168) (207)

Net return 23 38

64 www.iod.com Annual Report and Accounts 2017 | Notes to the Financial Statements – for the year ended 31st December 2017

Notes At 31st At 31st December December 2017 2016

17. PENSION COSTS (CONTINUED)

Defined Benefit Scheme (continued)

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

Remeasurement – gain / (loss) 455 1,043 Return on scheme assets excluding interest income Remeasurement – gain / (loss) (25) 10 Experience gain / (loss) arising on scheme liabilities Remeasurement – gain / (loss) (210) (1,126) Changes in financial assumptions underlying the scheme liabilities – gain / (loss) Remeasurement – gain / (loss) 148 0 Changes in demographic assumptions underlying the scheme liabilities – gain / (loss)

(Increase) / decrease in irrecoverable surplus (329) 121

Actuarial gain recognised in other comprehensive income 39 48

As the pension surplus is irrecoverable, the increase of £329,000 has been treated as a pension scheme adjustment in other comprehensive income in 2017.

At 31st At 31st December December 2017 2016

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

Surplus in scheme at beginning of the year 965 1,086

Movements in the year:

Current service cost 0 0 Contributions 0 0 Other finance income (39) (48) Actuarial gain / (loss) 368 (73) Surplus in scheme at the end of the year 1,294 965

www.iod.com 65 Notes to the Financial Statements – for the year ended 31st December 2017 | Annual Report and Accounts 2017

Notes

17. 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 2017, 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 (£850k) £1,085k Price inflation £348k (£320k)

f) Demographic Assumptions used are as follows:

31st December 2017 (Changes from 31st December 2016)

Mortality (pre and post retirement) 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

66 www.iod.com Annual Report and Accounts 2017 | Governance

Front of 116 Pall Mall

www.iod.com 67 Governance | Annual Report and Accounts 2017

IoD Chairs from Geographical Areas

Regions and Nations County branches

East Midlands Aberdeen Essex Garry Smith Mark McCue Christine Bhatt

East of England Bath and Wiltshire Fife David Sales Guy Tullberg Ian Collins

London Berkshire Glasgow David Stringer-Lamarre Susan Elliott David Hoey

North East Black Country Gloucestershire CDr Joanna Berry Ian Priest Christopher Smith

North West Bristol Hampshire and the Isle of Wight Mike Blackburn OBE Lhosa Daly Geraint Davies

South Buckinghamshire Hereford and Worcester Alex Pratt OBE Allan Goodbrand Jo Hodgetts

South West Cambridgeshire Hertfordshire Nick Sturge Carolyn Rand Rahul Garella

West Midlands Central London Highlands & Islands Dr. Jason Wouhra OBE David Gordon David Wilkinson

Yorkshire and the Humber Cheshire Kent Jon Geldart Bill Carr Jane Ollis

Northern Ireland City of London Lancashire Gordon Milligan Alastair Naisbitt King Stuart Thompson

Scotland Coventry & Warwickshire Leicestershire Susan Deacon David Trevis-Smith Stephen de Looze

Wales Cumbria Lincolnshire Jean Church Chris Ward Graham Headland

Devon and Cornwall Liverpool James Jordan David Holdsworth

Dorset Manchester Gillian Donnell MBE Paul Battye

East Yorkshire Norfolk Pat Coyle Howard Ingleson

Edinburgh Northamptonshire Julie Ashworth Sarah Canning

68 www.iod.com Annual Report and Accounts 2017 | Governance

Overseas branches Affiliated bodies

North Wales Belgium IoD, Hong Kong Helen Watson Mark Cunningham CEO: Carlye Tsui

Oxfordshire Bermuda IoD, Republic of Ireland Julia Iball Rochelle Simons CEO: Maura Quinn

Somerset Cyprus IoD, Zimbabwe Helen Lacey Evdokimos Xenophontos Executive Director: Edward Siwela

Nottinghamshire & Derbyshire France Lynn Bleakley Robert Thompson

South Wales Malta Managed through regional office James Satariano

South Yorkshire Monaco Keith Jackson William Easum

North Yorkshire Netherlands Jon Geldart IIse Van Den Meijdenberg

Suffolk Graham Kill

Surrey Robert May

Sussex Dean Orgill

Tayside Sonia Cottom

West Yorkshire Dr Richard Smith

Guernsey Linda Johnson

Isle of Man Jennifer Houghton

Jersey Chris Clark

www.iod.com 69 IoD Premises | Annual Report and Accounts 2017

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 Nottingham Newton Arkwright Building, Nottingham Trent University, Burton Street, Midlands Nottingham, NG1 4BU Bookings: 0115 848 6190, Admin: Cari Grice, Director: Ron Lynch

North Manchester Lowry House 14th Floor 17 Marble Street Manchester M2 3AW West Enquiries: Lauren Mullan (0161 247 7634), Director: Claire Ebrey Liverpool The Plaza, 100 Old Hall Street, Liverpool L3 9QJ Bookings: 0161 247 7634, Admin: Lauren Mullan, Director: Claire Ebrey Isle of Man The Claremont, 18-22 Loch Promenade, Douglas, Isle of Man, IM1 2LX Bookings: 07624 355 160, Admin: Claire Veale, Director: Jennifer Houghton

West Birmingham Library of Birmingham, Centenary Square, Birmingham, B1 2ND Midlands Enquiries: Admin: Sue Hurrell (0121 643 7801), Director: Calum Nisbet

South Bristol The Innovation Centre at Bristol & Bath Science Park, Emersons Green, Bristol, BS16 7FR West Bookings: 0117 905 5000, Admin: Sarah Roberts & Debra Baker (0117 907 5050), 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: Susanne Foxley, 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: Patricia Huth & Catriona Laing (0131 557 5488), Director: David Watt Glasgow 200 St Vincent Street, Glasgow, G2 5RQ Bookings: 0141 222 3934, Admin: Patricia Huth & Catriona Laing (0131 557 5488), Director: David Watt

Wales Cardiff Institute of Directors, Aberconway Building, Colum Drive, Cardiff, CF10 3EU Bookings: 0292 038 9900, Admin: Debbie Trotman (0292 038 9990), Director: Robert Lloyd Griffiths Bangor Bangor Business School, College Road, Bangor, LL57 2DG Bookings: 0292 038 9900, Admin: Debbie Trotman (0292 038 9990), Director: Robert Lloyd Griffiths

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

70 www.iod.com Annual Report and Accounts 2017 | Blank Page

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