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. 2 www.iod.com Annual Report and Accounts 2017 | Contents 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. 4 www.iod.com Annual Report and Accounts 2017 | Acting Chair of the Board’s Report 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. www.iod.com 5 Director General’s Strategic Review | Annual Report and Accounts 2017 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.