IoD Report and Accounts 2007

Embed Size (px)

Citation preview

  • 8/14/2019 IoD Report and Accounts 2007

    1/32

    The Institute of Directors

    Annual Report

    and Accounts 2007

  • 8/14/2019 IoD Report and Accounts 2007

    2/32

    FIVE YEAR SUMMARY 2003 2004 2005 2006 2007

    No. of members at Year End 53,473 53,268 52,780 52,790 52,427

    Surplus/Deficit before Tax (k) 647 1,350 1,824 2,147 2,159

    Gross Income (k) 30,145 31,755 33,268 34,402 35,617

    Net Assets (k) 1,817 2,194 3,605 5,834 7,714

    Fixed Asset Investment (k) 1,236 1,822 2,155 1,669 1,495

    Investments & Cash Balances (k) 8,201 9,285 10,173 11,762 14,225

    Net Assets as % of Gross Income 6.0% 6.9% 10.8% 17.0% 21.7%

    Fixed Asset Investment as % of

    Gross Income 4.1% 5.7% 6.5% 4.9% 4.2%

    Investments & Cash Balances as

    % of Gross Income 27.2% 29.2% 30.6% 34.2% 39.9%

  • 8/14/2019 IoD Report and Accounts 2007

    3/32

    I am delighted about the progress that we have made in

    2007. The Director Generals report goes into the detail, butfor me the highlights are:

    C H A I R M A N S R E V I E W

    A year of financial success and securitywith an increased cash balance at the

    year end;

    A healthy membership level overall, and

    a focus on relevant benefits that has

    been appreciated by the membership.

    These initiatives have been strong atboth regional and national levels;

    Further improvement of our profile in

    the media and of our influencing activity

    with Government, with the Opposition

    and in Europe;

    Continued emphasis on professional

    development as a core activity and

    further growth of the Chartered Director

    membership;

    Widening of our international presence

    in a cost-effective way building, forexample, strong links with Russia through

    the Independent Directors Association.

    In our annual strategic review in October

    2007 we reiterated the importance of the big

    support our memand access to dev

    such as China, Ind

    will include expand

    supporting our me

    and information in

    3. To extend our reprepresentation, en

    members have a s

    which to lobby the

    Opposition and in

    4. To utilise electroni

    the full benefits of

    effectively in provid

    members;

    5. To grow our memb

    appeal to include g

    from the not-for-pro

    6. To maintain and a

    capacity to our re

    we can serve our

    of the UK

  • 8/14/2019 IoD Report and Accounts 2007

    4/32

    C H A I R M A N S R E V I E W

    US institutions to the companies they invest

    in, highlighting the importance ofprofessional leadership at board level.The

    letter says: This is seen as a primary

    contributor to the performance and

    prospects of any business. We actively

    support the value of the Chartered Director

    development programmes and especially

    the Chartered Director qualification provided

    by the Institute of Directors.

    For me the biggest disappointment of the

    year has been the lack of a significant

    reduction in onerous regulation and time-

    wasting red tape. We have tried hard,provided much evidence, and made

    proposals, but we remain stuck in the

    treacle of over-regulation. Action is now

    needed, rather than more review bodies!

    The IoD pays particular attention to the

    governance of the Institute. We do this byactively considering the balance on the

    board, by ensuring appropriate terms of

    office for directors, and through the

    committees of the board. The board has an

    annual effectiveness review, individual

    assessment sessions with all directors, aseparate meeting of the chairman and non-

    executive directors and feedback to the

    chairman conducted by the vice chairman.

    We pay particular attention to the risk

    input of so many pe

    time for the benefit There are many ded

    branch, regional and

    contribute to our su

    by the commitment

    guidance of the Dire

    It is with great regredeath of Gregory H

    Regions and Branc

    Report. Gregory wa

    Board from 24 Feb

    death on 2 June, 2

    IoD staff in 2000 asIoD South West. Gr

    respected and univ

    throughout the IoD

    contribution to the

    recent years. He wi

    As the board changthank two retiring m

    contribution over m

    Judge stood down

    Michael Large, Vice

    down in December

    serving both regionmany ways. Both o

    supporters of the Io

    as new members N

    Emma Harrison, an

  • 8/14/2019 IoD Report and Accounts 2007

    5/32

    I am pleased to be able to report another very successful

    year for the IoD. Our finances are in even better shape, bothin terms of annual surplus and reserves, and we have

    continued to build our external reputation.

    D I R E C T O R G E N E R A L S R E P O R T

    The total number of members remains ata robust level, but 2007 saw a very slight

    decline to 52,427. Despite great efforts,

    we are still losing members as fast as we

    gain them. Our new customer relationship

    management system will help target

    members more directly and through thisand other methods we need to

    understand and meet their needs better,

    so that we can retain more members in

    the longer term.

    However, the profile of new membersshows more diversity, with 19% of new

    applicants being female, and there is a

    greater proportion of younger,

    entrepreneurial directors coming through.

    This has helped support our Young

    Directors Forum, which is nowestablished in most parts of the country.

    We need to further strengthen our

    offering to women and to diverse ethnic

    groups and our Women as Leaders

    Our regional presencthe provision of loca

    influencing of regiona

    authorities. Our affin

    various sponsors co

    much support and a

    membership offeringmembers tell me, the

    activity is too much d

    dealing with this, and

    we are taking some

    improve our online a

    should become morand beyond. Our we

    been enhanced and

    develop. Our intrane

    improved and I have

    blog more to come

    Events in 2007 range

    international seminar

    China, to many large

    gatherings covering

  • 8/14/2019 IoD Report and Accounts 2007

    6/32

  • 8/14/2019 IoD Report and Accounts 2007

    7/32

    Overall Results

    During 2007 the Institute made a record

    operating surplus before tax for the fourth

    consecutive year, 2,159k - 12k ahead

    of 2006.

    At 31 December 2007 the Accumulated

    Fund stood at 7,714k compared with5,834k a year earlier, an increase of

    1,880k, which reflects the continuing

    growth of the Institutes Membership and

    Revenue Earning Activities and control of

    expenditure.

    Net funds increased by 2,463k to

    14,225k at the end of 2007, as shown

    in the Consolidated Cash Flow

    Statement, page 17.

    INCOME

    Membership Income

    Membership income increased by 581k

    to 14,572k in 2007 (up 4.2%). This

    reflects an increase of 629k in

    membership subscriptions (up 4.9%), anda decrease of 48k in election fee income

    (down 4.2%). The number of members

    was 52,427 at the end of 2007,

    representing a net loss of 363 in

    Director Publications

    Development, and DCatering and functio

    income by 199k to

    resulting from organi

    prices being held. In

    the Restaurant and B

    static, although the s

    rooms at 116 Pall M

    increase in income y

    Wine Bar reflected th

    equivalent operation

    in income, mainly alc

    following on from the

    effect in July 2007. O

    increased by 74k to

    An increasingly comp

    market continued to

    effect on Director Puwhich decreased by

    2,386k (down 9.3%

    overheads were clos

    the result that costs

    8.7% compared with

    Although Director De

    decreased by 1.6%

    to a depleted Board

    team, contribution in

    F I N A N C I A L R E V I E W

  • 8/14/2019 IoD Report and Accounts 2007

    8/32

    210k to 1,515k (down 12.2%) mainly

    due to tough competitive conditions

    which adversely affected ticket sales, and

    the fact that certain planned events had

    to be cancelled.

    Product Marketing income increased by

    115k to 1,029k (up 12.6%) reflecting

    continued growth in affinity products

    providing preferential travel and financial

    services benefits for members.

    Overall contribution from revenue earning

    activities decreased by 78k to 5,649k

    (down 1.4%), as shown in Analysis ofOperating Surplus by Activities, page 18.

    EXPENDITURE

    Total expenditure of 33,458k is analysed

    across Membership, Revenue EarningActivities, Member Services, Operating

    and Overhead Costs and Representation

    and Directorate, as shown in Analysis of

    Operating Surplus by Activities, page 18.

    Employment Costs

    Employment costs increased by 374k to

    14,516k, reflecting bonuses and

    commissions paid to staff based upon a

    passenger lifts, and

    strengthening in the

    of the Institutes pre

    function areas. Sign

    investment was inc

    the main kitchen an

    new air conditionin

    boilers were installethe telephone syste

    all IoD premises.

    Further amounts w

    including a new HR

    enhancements, and

    development for iod

    IoDs staff intranet w

    launched in the yea

    Creditor Payme

    The Institute suppoBetter Payment Pra

    signed up to their C

    all trade creditors, i

    policy to agree term

    suppliers, at the sta

    ensure that they arewith the agreed co

    legal obligations. Tr

    year ended 31 Dec

    17 days based on

    F I N A N C I A L R E V I E W

  • 8/14/2019 IoD Report and Accounts 2007

    9/32

    educational work.

    No political donations were made duringthe year (2006: nil).

    Cash Reserves

    The Audit and Risk Committee has

    recommended and the Board has agreedthat we build up our cash reserves, net of

    deferred membership income, to a level

    that matches our annual fixed costs,

    comprising property and staff overheads,

    in order to provide protection against a

    prolonged economic downturn. Therelevant figures are:

    2007 2006

    Cash reserves at 31 December 14.2m 11.8m

    see Consolidated Cash Flow

    Less deferred membership income (8.0m) (8.1m)

    see notes 12&13

    Net cash reserves at 31 December 6.2m 3.7m

    Target cash reserves / annual 14.1m 13.8m

    fixed costs

    Net cash reserves as percentage 44.0% 26.8%

    of target

    Going Concern

    The Board considershas adequate resou

    operational existenc

    future. For this reas

    concern basis contin

    preparing the financ

    F I N A N C I A L R E V I E W

  • 8/14/2019 IoD Report and Accounts 2007

    10/32

    G O V E R N A N C E O F T H E I N S T I T U T E

    1. Aims and Objects of the IoD

    The IoDs Charter states that its objects are:

    (a) to 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;

    (b) to 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;

    (c) to 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; and

    (d) to advance the interests of members of

    the Institute, and to provide facilities, services

    and benefits for them.

    2. Activities of the IoD

    Professional Development the Institute

    provides training and professional

    development both in the UK and, to a lesser

    degree, elsewhere. This takes the form of

    courses, conferences and seminars, as well

    it Di l i C Di ti d th

    Members Benefits

    Institute provides pre

    the regions for the us

    Members also are gi

    information and advi

    information via the w

    two regular magazin

    services such as a g

    discounted insuranc

    service are offered to

    variety of events, inc

    Convention at the Ro

    Annual Dinner. More

    www.iod.com.

    3. Principal Goals

    The Board has a ma

    meeting each Octob

    months later, and it t

    issues at regular Boa

    Principal Goals emer

    years are:

    Expanding Professi

    Nationally and Inter

    International contextIoD brand, influence

    particularly in the fiel

    Governance, as the

    world leader on this

  • 8/14/2019 IoD Report and Accounts 2007

    11/32

    Expanding Membership both Nationally and

    Internationally. We should continue to grow

    and we have been tasked with expanding in

    the Third Sector, which includes the Public

    Sector, Senior Civil Servants, Quangos and

    Government type Institutions, Trusts,

    Charities, the National Health Service,

    Influential and Representative Bodies, Policy

    Groups, Heads of Secondary Schools, the

    Armed Forces, Pension Fund Trustees and

    one or two other associated bodies.

    We shall establish the views of the

    membership as a whole from online surveys.

    Member programmes and benefits will be

    changed or modified accordingly. With a view

    to promoting diversity, we shall encourage the

    aspirations of ethnic minorities, entrepreneurs,

    women and younger directors.

    Provision of Regional Premises is seen as

    very important going forward. We believe that

    the future will bring significantly more virtual

    corporations, and that employers will

    increasingly encourage their staff to work

    remotely or at home to save time, cost and

    travel. Directors will require meeting facilities

    in key locations. The IoD has recognised this

    need and will investigate the expansion of its

    regional network.

    Advances in IT and the Internet have been

    The IoD is currently eng

    website, www.iod.com

    the latest internet devel

    commerce functionality

    office systems will be c

    platform which will link d

    website. The upgraded

    development work is pl

    by the end of 2008, wh

    effective electronic com

    members, as well as en

    engage with the IoD on

    Security arrangements

    systems to ensure there

    unauthorised access of

    Reputation we aim t

    reputation, influence an

    ensure that our membe

    voice to lobby governm

    other influential and rep

    Europe for the benefit o

    4. Governance and

    the Institute

    The Institute is a corpounder Royal Charter. T

    comprising Charter, By

    Regulations, may be fo

    website, www.iod.com

    G O V E R N A N C E O F T H E I N S T I T U T E

  • 8/14/2019 IoD Report and Accounts 2007

    12/32

    G O V E R N A N C E O F T H E I N S T I T U T E

    Corporation established under Royal Charter.

    The government and control of the Instituteare vested in the Board and the Council of the

    Institute. Members of these bodies are listed

    on page 25, indicating relevant dates for

    those who joined or departed during the year.

    Council The Council is primarily the body that

    is the guardian of the Constitution and of the

    aims and nature of the Institute. It appoints and

    may remove members of the Board and it

    reviews the overall performance of the Board. It

    also appoints the Nomination Committee. The

    Nomination Committee considers the balance

    of skills needed by the Board and considers

    candidates, including any nominations put

    forward by the membership, and makes

    recommendations to the Council in respect of

    appointments to the Board. Such nominations

    are put as a courtesy to the Board in advance.

    An induction programme is in place for new

    members of the Council and the Board. The full

    rules regarding Council and Board are set out

    under By-laws and Regulations Clauses D & E

    respectively. Council Members also provide a

    pool of expertise, which the Chairman and DG

    may consult on a range of policy issues and for

    contacts. The Council, chaired by the

    Chairman of the Board usually meets with all

    members of the Board in attendance by

    invitation but they may at any time require that

    In accordance with its

    Chairman and the DG

    responsibilities and th

    majority of Non-Execu

    effectiveness of the B

    annually. Periodically a

    will be commissioned

    place in 2004. Trainin

    Board members is co

    following the Annual E

    Assessments of the B

    directors. NEDs and t

    assessed by the Chai

    is assessed by the Vic

    Directors are assesse

    At least once per ann

    meeting with the NED

    present. The Institute

    ensuring that Board p

    with. All Board memb

    disclose to the Institutthey may have in othe

    entities and in public b

    Committees during

    Membership of the Io

    out on page 25. Threspecifically with gove

    The Nomination Com

    the Council and chai

    d d

  • 8/14/2019 IoD Report and Accounts 2007

    13/32

    G O V E R N A N C E O F T H E I N S T I T U T E

    The A&RC undertakes an annual internal

    review of its effectiveness under the direction

    of the Committee Chairman.

    The A&RC considers annually whether there is a

    need for an internal audit function and the view

    remains that the size of the Institute does not

    warrant it at this stage. It is the Institutes policy

    to separate the provision of audit and non-auditservices, but the Board may waive this policy, in

    specific cases, if it considers such waiver to be

    in the best interests of the Institute.

    The Remuneration Committee, appointed

    by the Board and chaired by the Chairman, in

    accordance with the Institutes Constitution,

    advised on the remuneration of senior

    members of staff and it met as necessary.

    In addition the activities of the Institute were

    greatly assisted by three advisory

    committees, which each met twice per

    annum or more regularly as appropriate and

    they included outside experts:

    The Professional Accreditation Committee,

    chaired by Mr Peter Hammonds, advised on

    Chartered Director, professional standards,

    and the award of the Diploma and Certificatein Company Direction.

    The Taxation Committee, chaired by Mr

    Graham Wheeler, advised on taxation.

    The IoD demands a ve

    ethical behaviour in all

    external dealings, and

    the value of diversity th

    organisation, clearly re

    of British Society and t

    Community as a whole

    seen as a model exam

    companies in both of t

    standards of Corporat

    Institute has a policy o

    employment and conti

    diversity and inclusion

    Diversity awareness tra

    run for all new staff in 2

    understanding and co

    Our approach as a go

    responsibility and to th

    embedded in our emp

    a range of Standard Gavailable to all staff on

    reason Department He

    time off to undertake a

    community. We aim to

    exemplary manner wit

    the principal one being

    5b Employees

    The calibre, values an

    people are central to

    G O V E R N A N C E O F T H E I N S T I T U T E

  • 8/14/2019 IoD Report and Accounts 2007

    14/32

    G O V E R N A N C E O F T H E I N S T I T U T E

    Communication with employees has continued

    via quarterly all staff meetings on business

    progress, Departmental staff briefings, the

    Institutes intranet, IoD News, and the

    distribution of the Annual Report and the Three

    Year Plan. Every employee has an individual

    responsibility to work together as a team to

    further the purposes and ideals of the IoD.

    The aim is to ensure employees views are

    taken into account when decisions are made

    that are likely to affect their interests, and that

    they are aware of the financial and economic

    performance of their Departments and of the

    Institute as a whole. The Institute isaccredited with the quality benchmark

    Hospitality Assured.

    5c Open Disclosure Policy

    The Institute has an Open Disclosure Policy

    (sometimes known as a Whistle-Blowing

    Policy), made available to all staff on theIntranet under SGN 2.25. Any matter

    reported under this heading has received

    proportionate and independent investigation

    and the Senior Management Team has

    ensured appropriate follow-up action.

    5d Values

    The IoD continued to embed its five new

    values into its culture during the year.

    Values related questions and measurement

    closely with our mana

    promote diversity and

    5e Training and Dev

    The Institute continue

    recruitment and train

    providing a range of

    development interven

    individual needs and A significant manage

    programme, designe

    the Management Tea

    to all middle and sen

    5f Health & Safety

    The IoD has a H&S Cdepartment strives to

    employees are provid

    appropriate environm

    complies with H&S le

    Regulations.

    5g Environmental P

    In respect of its Mem

    workplace, and its e

    (locally and in genera

    to implementing best

    providing a safe and

    Board will implement

    current environmenta

    various European Un

    take account of the v

    d S f t C itt

    G O V E R N A N C E O F T H E I N S T I T U T E

  • 8/14/2019 IoD Report and Accounts 2007

    15/32

    G O V E R N A N C E O F T H E I N S T I T U T E

    covered by the financial statements were:

    A clear organisation structure for monitoringthe conduct and operation of the Institute

    with defined reporting lines, levels of

    responsibility and delegation of authority.

    Communication of ethical values and a

    controls awareness through written codes

    of conduct, formal standards of discipline

    and employee performance appraisal.

    Regular consideration by the Board of

    management accounts.

    Three meetings of the A&RC, including a

    review of the Institute's risk management

    and discussions with the external auditors

    with regard to the scope of the audits and

    the contents of their reports to

    management.

    Schedules of Matters Reserved to theBoard and of Levels of Authority and

    Authorisation Procedures, approved by the

    Board, the latter comprising the detailed

    management rules, remain in place.

    7. Risk Management

    In accordance with the guidance of the

    Turnbull Committee on internal control, there

    is an ongoing process in place for identifying

    The Board reviews the

    by the A&RC twice pe

    specific risk aspects as

    In preparation for the c

    disaster, there is in pla

    Action Plan and a long

    Recovery Plan. These

    reviewed and revised.

    The Institute annually r

    portfolio and considers

    due regard to cover ta

    organisations. We belie

    adequate and broad c

    premiums are kept at a

    ensuring cover levels a

    hit, but balancing this a

    amount, so that claims

    substantial. We have a

    arrange a capped prem

    continuity for three yea

    The A&RC has reviewe

    effectiveness of this fra

    Committee acknowled

    limitations in any syste

    internal financial controthe most effective syst

    reasonable and not ab

    respect to risk mitigatio

    financial information an

    I N D E P E N D E N T A U D I TO R S R E P O R T

  • 8/14/2019 IoD Report and Accounts 2007

    16/32

    I N D E P E N D E N T A U D I TO R S R E P O R T

    to the members of the Institute of Directors (the Institute)

    We have audited the consolidated financial

    statements of the Institute of Directors for the

    year ended 31 December 2007 which

    comprise the consolidated revenue account,

    consolidated balance sheet, consolidated cash

    flow statement, the consolidated statement of

    total recognised gains and losses and the

    related notes. These financial statements have

    been prepared under the accounting policiesset therein.

    Respective responsibilities of directors

    and auditors

    The Boards responsibilities for preparing the

    annual report and the financial statements inaccordance with the By-Laws and applicable

    accounting standards in the United Kingdom

    are set out in the statement of Boards

    responsibilities.

    Our responsibility is to audit the financial

    statements in accordance with relevant legaland regulatory requirements and International

    Standards on Auditing (UK and Ireland). This

    report, including the opinion, has been prepared

    for and only for the Institutes members as a

    body and for no other purpose. We do not, in

    giving this opinion, accept or assume

    responsibility for any other purpose or to anyother person to whom this report is shown or

    into whose hands it may come save where

    expressly agreed by our prior consent in writing.

    consider the implicatio

    become aware of any

    or material inconsisten

    statements. Our respo

    to any other informatio

    Basis of audit opin

    We conducted our au

    International Standard

    Ireland) issued by the

    An audit includes exa

    of evidence relevant to

    disclosures in the fina

    includes an assessme

    estimates and judgmein the preparation of t

    and of whether the ac

    appropriate to the Ins

    consistently applied a

    We planned and perfo

    obtain all the informatwhich we considered

    provide us with suffici

    reasonable assurance

    statements are free fro

    misstatement, whethe

    other irregularity or err

    In forming our opinion

    overall adequacy of th

    information in the fina

    C O N S O L I D A T E D R E V E N U E A C C O U N T

  • 8/14/2019 IoD Report and Accounts 2007

    17/32

    NOTES 2007

    000

    INCOME

    1 Membership income 14,572

    Revenue earning activities 17,416

    Other trading income 2,890

    Interest receivable and similar income 739

    _________

    35,617 _________

    EXPENDITURE

    2 Employment costs 14,516

    Direct costs 7,839

    3 Indirect costs 5,743

    Property expenditure 4,094

    Depreciation 1,266

    _________

    33,458 _________

    Surplus on ordinary

    activities before taxation 2,159

    4 Taxation (234)

    _________

    Surplus on ordinaryactivities after taxation 1,925

    ____

    All operations in the year and in the comparative

    year were continuing.

    C O N S O L I D A T E D R E V E N U E A C C O U N T

    for the year ended 31 December 2007

    C O N S O L I D A T E D B A L A N C E S H E E T

  • 8/14/2019 IoD Report and Accounts 2007

    18/32

    C O N S O L I D A T E D B A L A N C E S H E E T

    at 31 December 2007

    NOTES 2007

    000

    FIXED ASSETS

    Intangible fixed assets

    Publication rights ofDirectormagazine 2

    5 Tangible fixed assets 5,476

    6 Investments 20_________

    5,498_________

    CURRENT ASSETS

    7 Stock 168

    8 Debtors 3,014

    9 Short term investments 13,712

    10 Short term bank deposit 10

    10 Cash at bank and in hand 503

    _________

    17,407_________

    CURRENT LIABILITIES

    11 Creditors amounts falling due within one year (7,159)

    12 Deferred membership income (7,018)

    10 Bank overdraft _________

    (14,177)

    _________

    Net current assets 3,230_________

    Total assets less current liabilities 8,728_________

    13 CREDITORS

    Amounts falling due after more than one year (969)_________

    Net assets excluding pension liability 7,759

    15 Pension liability (45)_________

    Net assets including pension liability 7,714____

    C O N S O L I D A T E D C A S H F L O W S TA T E M E N T

  • 8/14/2019 IoD Report and Accounts 2007

    19/32

    Net cash inflow from operating activities 3

    (see reconciliation below)

    Returns on investments and servicing of finance

    Interest received

    Taxation

    UK Corporation tax paid

    Capital expenditure

    Payments to acquire tangible fixed assets (1____

    Cash inflow before use of liquid resources 2

    Management of liquid resources

    Purchase of short-term investments (1

    Decrease / (increase) in short-term deposits with bank____

    Increase / (decrease) in bank current account in the year

    __

    Reconciliation of surplus on ordinary activities

    to net cash flow from operating activities

    Surplus on ordinary activities before taxation 2

    Depreciation on tangible fixed assets 1

    Loss on disposal of fixed assets____

    3

    Interest receivable and similar income____

    2

    (Increase) / decrease in trade debtors

    (Increase) in other stock, other debtors and prepayments

    Increase / (decrease) in trade creditors

    (Decrease) /increase in other creditors and accrualsIncrease / (decrease) in multiple years advance membership over one year

    (Decrease) /increase in deferred membership income

    Increase / (decrease) in other deferred income

    Difference between pension charge and cash contributions____

    C O N S O L I D A T E D C A S H F L O W S TA T E M E N T

    for the year ended 31 December 2007

    A N A LY S I S O F O P E RA T I NG S U R P L U S BY A C

  • 8/14/2019 IoD Report and Accounts 2007

    20/32

    A N A LY S I S O F O P E RA T I NG S U R P L U S B Y A C

    for the year ended 31 December 2007

    2007 2007

    Income Expenditure

    000 000

    MEMBERSHIP INCOME

    Membership subscriptions 13,360

    Election fees 1,088

    Overseas capitations 124 _________ _________

    14,572

    MEMBERSHIP EXPENSES

    Marketing and membership 12 (2,062)_________ _________

    14,584 (2,062)

    REVENUE EARNING ACTIVITIES

    Catering and functions 5,069 (3,882)

    Director publications 2,386 (2,270)

    Director development 5,047 (2,929)

    Business centre 2,370 (649)

    Director events 1,515 (1,582)

    Product marketing 1,029 (455)_________ _________

    17,416 (11,767)MEMBER SERVICES

    Regional services 2,296 (4,578)

    Member information and advice 275 (1,210)_________ _________

    2,571 (5,788)

    OPERATING AND OVERHEAD COSTS

    Property costs (4,136)

    Depreciation (1,223)

    IT and iod.com (2,499)

    Central administration (3,298)_________ _________

    N O T E S T O T H E A C C O U N T S

  • 8/14/2019 IoD Report and Accounts 2007

    21/32

    1 ACCOUNTING POLICIES

    The Institute of Directors is not subject to the

    Companies Act 1985. However, these financialstatements have been prepared in accordance with

    applicable Accounting Standards in the United

    Kingdom and incorporate the disclosures required by

    the Companies Act 1985 in respect of directors'

    emoluments for a private limited company. A summary

    of the more important policies, which have been

    consistently applied with the prior year, unlessotherwise disclosed, is set out below:

    (a) Basis of accounting and consolidation

    These financial statements have been prepared under

    the historical cost convention and comprise

    the consolidated accounts of the Institute, its wholly

    owned subsidiaries, The Director Publications

    Limited, IoD Management Limited and iod.com limited.

    (b) Membership income

    Annual membership subscriptions are included in the

    Consolidated Revenue Account on an accruals basis

    applicable to the membership period, and the part of

    the subscription applicable to the following year is

    carried forward as deferred income. In the case ofmultiple year membership subscriptions, an annual

    allocation is included within the Consolidated Revenue

    Account, the unutilised income being carried forward

    to future years. Election fees are accounted for on a

    receipts basis.

    (c) Tangible fixed assets

    Tangible fixed assets are recorded at historic cost,

    together with any incidental costs of acquisition.

    Depreciation is calculated on a straight line basis over

    the expected useful economic lives of the assets

    concerned. The principal annual rates used for this

    of the building at 116 Pa

    under a lease expiring in

    standard which is consisearning potential.

    (f) Pension scheme

    During 2007 the Institute

    contributory defined con

    benefits accruing from 1

    defined benefit pension

    both schemes are held s

    Institute and are adminis

    (g) Overseas currenc

    Assets and liabilities den

    have been translated into

    current at the year end,

    taken through the Conso

    (h) Short term invest

    Sterling fixed and floating

    term investments are inclu

    value. Variations in their ye

    through the Consolidated

    (i) Stock

    Stock is valued at the lowe

    2 EMPLOYMENT COS

    (a) The average numb

    employees during th

    (b)Salaries

    for the year ended 31 December 2007

    N O T E S T O T H E A C C O U N T S

  • 8/14/2019 IoD Report and Accounts 2007

    22/32

    for the year ended 31 December 2007

    2007 2006

    000 000

    (d) Emoluments paid to the

    Director General amounted to:

    Salary 271 263

    Performance bonus 57 55

    Pension contributions 39 38

    Benefits-in-kind 28 32

    _________ _______

    395 388_________ _______

    Pension contributions are paid

    into a money purchase scheme.

    (e) Executive directors

    emoluments excluding pension

    contributions

    Director General - 2(d) above 356 350_________ _______

    6 other directors

    (2006: 6 directors)

    Salary 486 536

    Bonus 148 155

    Benefits 26 26_________ _______

    660 717_________ _______

    Aggregate emoluments 1,016 1,067_________ _______

    Aggregate value of pension

    contributions paid in respectof money purchase benefits

    Director General 2(d) above 39 38

    6 other directors 97 101

    (2006: 6 directors)

    3 INDIRECT COSTSGeneral Administrati

    Marketing and Prom

    Professional fees

    Financial charges

    Fees in respect of se

    provided by the aud

    Statutory audit

    Tax advisory serv

    4 TAXATION

    Current tax:

    UK Corporation tax

    Corporation tax is payabderived sources of incom

    The Director Publications

    owned subsidiary. The In

    are outside the charge to

    No provision for deferre

    a potential tax asset of

    capital allowances, whithe future if capital exp

    current planned level.

    5 TANGIBLE FIXED A

    Le

    Improv

    Cost

    At 1 Jan 2007

    Additions

    Disposals

    N O T E S T O T H E A C C O U N T S

  • 8/14/2019 IoD Report and Accounts 2007

    23/32

    6 FIXED ASSET INVESTMENTS

    Investments represent the cost of a 1% shareholding in

    Stonemartin plc, being 1,019,345 ordinary sharesof 20p. The market value of the shares at 31

    December 2007 was 52,000 (2006: 78,000).

    2007 2006000 000

    7 STOCK

    Food, wines, liquor 120 82Books and stationery 47 20

    Other stock 1 2_________ _________

    168 104____ ____

    2007 2006000 000

    8 DEBTORS

    Trade debtors 1,782 1,553

    Other debtors and prepayments 1,232 1,262_________ _________

    3,014 2,815____ ____

    9 SHORT TERM INVESTMENTS

    Market MarketValue Cost Value Cost 2007 2007 2006 2006000 000 000 000

    i) Fixed and

    floating interest

    securities 1,401 1,350 11,749 11,700

    _____ _____ _____ _____ii) Clydesdale

    Bank

    6,154 6,000

    iii) Bank of

    10 CASH AT BANK AND

    Cash at bank and in han

    238,000) held in overseThe analysis of the move

    follows:

    Short term bank depo

    Cash at bank and in ha

    11CREDITORS

    Amounts falling due w

    one year:

    Trade creditors

    Deferred non members

    Other creditors and a

    Taxation

    12DEFERRED MEMBE

    INCOME

    Membership subscrip

    received in advance

    Multiple years memb

    subscriptions applicab

    the following year

    for the year ended 31 December 2007

    N O T E S T O T H E A C C O U N T S

  • 8/14/2019 IoD Report and Accounts 2007

    24/32

    for the year ended 31 December 2007

    14LEASE COMMITMENTS

    The Institute has annual commitments under

    non-cancellable operating leases as follows:

    2007 2006

    2007 Motor 2006 Motor

    Property Vehicles Property Vehicles

    000 000 000 000

    Operating leases

    which expire:

    Within one year 11 18

    In the second to

    fifth years inclusive 185 6 108 6

    In over five years 1,236 1,243 _____ _____ _____ _____

    1,421 17 1,351 24____ ____ ____ ____

    The property leases are subject to rent reviews.

    Rental costs charged to the Consolidated Revenue

    Account in the year were:2007 2006

    000 000

    Property 1,442 1,309

    Motor Vehicles 42 49____ ____

    15PENSION COSTS

    During 2007 the Institute operated both a non-

    contributory defined contribution pension scheme

    for benefits accruing from 1 January 1997 and a

    closed defined benefit pension scheme (the closed

    scheme). The assets for both schemes are heldseparately from those of the Institute and are

    administered by trustees, and both schemes are

    registered with HM Revenue and Customs.

    With effect from 1 January 1997 (the closure date),

    date. The principal f

    for that actuarial val

    at 4.8% per annumannum. Future pens

    the rates specified i

    Pension contributio

    1997 defined contrib

    Closed scheme

    Total cost

    Financial Reportin

    (FRS 17) relating to

    A subsequent valua

    accordance with the

    been prepared by a

    of membership data

    but taking into acco

    payment effective fr

    Employee benefit o

    Amounts recognise

    Balance Sheet are:

    Defined benefit oblig

    - see analysis below

    Fair value of plan as

    - see analysis below

    Surplus before allow

    N O T E S T O T H E A C C O U N T S

  • 8/14/2019 IoD Report and Accounts 2007

    25/32

    at at

    31 Dec 31 Dec

    2007 2006

    000 000

    Change in defined benefit

    obligations are:

    Obligations at 1 January (6,665) (6,850)

    Service cost (100) (100)

    Interest on obligations (341) (323)

    Actuarial gains/(losses) 796 267

    Benefits paid 344 341

    Obligations at 31 December

    - noted above (5,966) (6,665)____ ____

    Change in fair value of plan

    assets are:

    Assets at 1 January 6,885 6,112

    Expected return 385 324

    Investment (losses) / gains (56) 190

    Employer contributions 100 600

    Benefits paid (343) (341)

    Assets at 31 December

    - noted above 6,971 6,885

    ____ ____

    As the pension surplus is irrecoverable, the annual

    increase of 785,000 has been treated as an

    actuarial loss in the Statement of total recognised

    gains and losses.

    at at

    31 Dec 31 Dec

    2007 2006

    Actual return less expected

    return on pension scheme assets (56) 190

    Experience gain/(loss) arising on

    h li biliti 234 (65)

    Major categories of p

    total plan assets are:

    UK equities

    UK bonds

    Principal actuarial ass

    at the Balance Sheet

    Discount rate

    Expected return on pla

    Price inflation

    Pension increases:

    Post 1988 guarante

    minimum pension

    Discretionary awardMortality:

    Pensioner life expec

    by year of birth

    Proportion married

    Age difference

    Age at retirementCommutation

    Sensitivity to change

    The assumptions as t

    discount rate and pric

    inflation have a signific

    effect on the value pla

    on the defined benefit

    obligations.

    As at 31 December 2

    a 1% change in these

    assumptions would h

    for the year ended 31 December 2007

    N O T E S T O T H E A C C O U N T S

  • 8/14/2019 IoD Report and Accounts 2007

    26/32

    2007 2006000 000

    Five year historic record at 31 December:

    Defined benefit obligations (5,996) (6,665)

    Plan assets 6,971 6,885

    Surplus/(deficit) 1,005 220

    Experience adjustments on plan liabilities 234 (66)

    Experience adjustments on plan assets (56) 190

    16CAPITAL COMMITMENTS 2007 2006000 000

    Contracted capital expenditure 67 ____

    for the year ended 31 December 2007

    C O U N C I L , B O A R D A N D C O M M I T T E E S

  • 8/14/2019 IoD Report and Accounts 2007

    27/32

    as at 31 December 2007

    COUNCIL

    Chairman

    Dr Neville Bain

    Elected members

    Richard Boot (departed 25.07.07)

    Ald Sir David Brewer CMG

    Nicholas Brookes (departed 11.04.07)

    Nicholas Cook (joined 11.04.07)

    Michael Foote

    Alex Galloway (joined 11.04.07)

    Peter Hammonds

    Professor F R Hartley

    Alan Jenkins (joined 25.07.07)

    Patrick Lawless

    Dr Ann Limb

    The Rt Hon Lord Newton of

    Braintree OBE

    The Rt Hon Lord MacGregor of

    Pulham Market OBE

    (departed 25.07.07)

    Dr Mary Redmond

    Gerald Russell (joined 25.07.07)

    Derek Wilson

    Sir Robin Young KCB

    (departed 11.04.07)

    Regional Members

    Frank Bryan

    Jerry Golland

    John James (departed 02.04.07)

    Ann Jordan

    BOARD

    Non-Executives

    Dr Neville Bain (Chairman)

    Ian Dormer (Vice Chairman)

    Michael Large (Vice Chairman)

    Simon Brooker

    Nicholas Brookes (joined 11.04.07)

    Philippa Foster Back OBEEmma Harrison (joined 11.04.07)

    Peter Holland

    Lady Judge (departed 31.07.07)

    Sir Hugh Sykes

    Graham Wheeler

    Sir Robin Young KCB(joined 11.04.07)

    Executives

    Miles Templeman (Director General)

    Andrew Main Wilson (COO)

    Bill Adams

    Vernon George (joined 21.05.07)

    Gregory Hyland (see page 2)

    Alan Morkel

    Richard Turner

    COMMITTEES

    Audit & Risk

    Simon Brooker (Chairman)

    Richard Boot

    Robert Oxley

    Rosco Paterson

    TaxatiGraham

    Adrian

    Damian

    Roger C

    Malcolm

    Brian JRobert

    Andrew

    Peter M

    Michae

    Tim Vo

    Profes

    Peter H

    Philippa

    (Vice C

    Philip A

    Tim Bo

    ProfessAlex Ga

    Profess

    Denis L

    Colin M

    Roger M

    Sally M

    Ken Ru

    Beverle

    John W

    N i

    S TA T E M E N T O F B O A RD S R E S P O N S I B I L I T I

  • 8/14/2019 IoD Report and Accounts 2007

    28/32

    As a corporation established by Royal

    Charter, the Institute is obliged to

    comply with its Constitution (comprising

    Charter, By-Laws and Regulations).

    The Constitution requires that the Board

    lays before the Institute financial

    statements for each financial year which

    give a true and fair view of the state of

    affairs of the Institute and of the surplus

    or deficit of the Institute for that period.

    The Board is responsible for keeping

    proper accounting records that disclose

    with reasonable accuracy at any timethe financial position of the Institute.

    Additionally the Board is responsible for

    safeguarding the financial welfare and

    assets of the Institute and hence for

    taking reasonable steps for the

    prevention and detection of fraud and

    other irregularities.

    The Board confirms that it has complied

    with the above requirements in preparing

    the financial statements and that

    suitable accounting

    used and applied c

    any material depar

    explained in the fin

    The Board also co

    and prudent judge

    have been made in

    the financial statem

    ended 31 Decemb

    applicable account

    been followed and

    statements have b

    going concern bas

    The Annual Report

    published on the In

    www.iod.com/ann

    is responsible for t

    integrity of the web

    R E G I O N S , B R A N C H E S , C E N T R E S A N D A F F I L

  • 8/14/2019 IoD Report and Accounts 2007

    29/32

    as at 31 December 2007

    REGIONS

    East Midlands

    Chairman: Peter Fothergill

    East of England

    Chairman: Jerry Golland

    North East

    Chairman: Bill McGawley

    North West

    Chairman: Ann Jordan

    South

    Chairman: Robert Oxley

    South West

    Chairman: Paul Keith

    West Midlands

    Chairman: Richard Boot

    YorkshireChairman: Nimble Thompson

    DIVISIONS

    Northern Ireland

    Chairman: Frank Bryan

    Scotland

    Chairman: Andrew Sturgess

    Wales

    Chairman: Gareth Williams

    UK BRANCHES

    Aberdeen

    Chairman: Ken McEwan

    Berkshire

    Chairman: Chris Dodson

    Cumbria

    Chairman: Roger Collinge

    Devon and CornwallChairman: Richard Ayres

    Cambridgeshire

    Chairman: Chris Parkhouse

    East Yorkshire

    Chairman: Richard Tuplin

    Edinburgh

    Chairman: Rebecca Cuthbert

    Essex

    Chairman: Paul Rolison

    Dundee

    Chairman: Dr Nigel Kerby

    Fife

    Chairman: Shona Mitchell

    Glasgow

    Chairman: Neville Washington

    Gloucester

    Chairman: Benita Sutton-Cegarra

    Hampshire and The Isle

    of Wight

    Chairman: Avril Owton

    Hereford & Worcester

    Chairman: Michael Greensmith

    Hertfordshire

    Chairman: John Stevens

    Highlands & Islands

    Chairman: Paul Houlden

    Kent

    Chairman: Frazer Thompson

    Lancashire

    Chairman: Nina Lockwood

    North Wales

    Chairman: Steve Donnelly

    North YorkshireChairman: Chris Harringto

    Nottinghamshire & Derbysh

    Chairman: Murray Macnab

    Oxfordshire

    Chairman: Bruce Hunt

    Somerset

    Chairman: Guy Bottard

    South Wales

    Chairman: Robin Morrison

    South Yorkshire

    Chairman: Richard Wagsta

    Suffolk

    Chairman: Tim Ryan

    Surrey Downs

    Chairman: Tony Cherrett

    Sussex

    Chairman: Leonard Stall

    Wessex

    Chairman: Jonathan Clark

    West Surrey

    Chairman: Michael Price

    West Thames

    Chairman: Peter Firth

    West Yorkshire

    Chairman: David Winterbu

    Wiltshire

    Chairman: Jon Lamonte

    OFFSHORE BRANCH

    P R E M I S E S

  • 8/14/2019 IoD Report and Accounts 2007

    30/32

    116 Pall Mall

    London SW1Y 5ED

    also at:

    120 Pall Mall

    123 Pall Mall

    1 Pall Mall East

    IoD hub City of London

    New Broad Street House

    35 New Broad Street

    London EC2M 1NH

    IoD Belfast

    Ulster Reform Club

    4 Royal AvenueBelfast BT1 1DA

    IoD hub Birmingham

    One Victoria Square

    Birmingham B1 1BD

    IoD Brussels

    Le Plaza Hotel

    Boulevard Adolphe Max

    Laan 118-126

    1000 Brussels

    BELGIUM

    IoD Cardiff

    The Park House Club

    20 Park Place

    Cardiff CF10 3DQ

    IoD Edinburgh

    The Royal Scots Club

    29 Abercromby Place

    Edinburgh EH3 6QE

    IoD hub Manchester

    Peter House

    Oxford Street

    Manchester M1 5AN

    IoD Nottingham

    Trent Bridge

    Nottingham NG2 6AG

    IoD Paris

    France-Amriques9/11 avenue Franklin

    D. Roosevelt

    75008 Paris

    FRANCE

    IoD hub Reading

    Davidson House

    Forbury Square

    Reading RG1 3EU

  • 8/14/2019 IoD Report and Accounts 2007

    31/32

  • 8/14/2019 IoD Report and Accounts 2007

    32/32