CIPR Executive Board Meeting Minutes – 15 April 2011 Public Relations Centre, 52‐53 Russell Square, London, WC1B 4HP Apologies Received: Present: Gill Dandy Paul Mylrea ‐ Chair Adrian Wheeler Imelda Topping Jane Wilson Jay O’Connor Partial Attendance: Jenifer Stirton Lionel Zetter Keith Johnston Rob Brown Sally Sykes Chris Malacrida – Chantrey Vellacott 1. Paul welcomed new board members. Apologies noted. 2. Approval of March meeting minutes After comments being noted, the March minutes were approved. 3. 2010 Accounts Approval (Commercially sensitive parts of this discussion and those relating to personnel have been removed for wider circulation beyond CIPR Executive Board) Chris Malacrida from Chantrey Vellacott went through the Annual Accounts draft with the board. Chris informed the board of the amendments and comments suggested by the finance committee and asked the board for any comments and amendments before the board approved the accounts. If satisfied, the Council will formally approve the accounts on 9 May. Jay pointed out that on page 3 under Finance Committee, her name should be removed as she was not a member of the finance committee. Sally pointed out that on the same page, John Brown was not on the Remuneration Committee during the year in question. On Page 4 under Executive Board, line three should say “five Standing Committee” and the last sentence should say: “The Board meets eight to ten times a year.” Chris said that Jane is to amend the wording on page 6 to cover caution and risks in 2011. Jay suggested the Finance Review should be signed by both Jane and Sally who was the treasurer in 2010 and it was agreed. In paragraph 4 line 2, it should say “restructuring, redundancy and termination payments” and the same description applies to the rest of the documents, to remain consistent. Sally commented BPMA should be spelt out as: the British Promotional Merchandise Association. In the second last paragraph line 5, Sally suggested adding new delivery models such as e‐learning to the “increased focus” section. Chris said that on page 7 the auditors have given an Unqualified Opinion that is very similar to that of last year. The report on page 7 will be signed on 9 May at the Council meeting instead of 26 April. Page 1 of 4
On page 8, “Exceptional Costs” line is further explained in note 3 and it will be part of the Q&A. On page 9, the key point is that “Creditors: amounts falling due within one year” has dropped from £820k to £671k primarily because of the completion on dilapidation payments of St James Square. And the line “Creditors: amounts falling due after more than one year” has gone down, representing the loan from landlord on the rent free period reduced from £376k to £249k. Chris pointed out that the key message on the balance sheet is the final figure of £206k in comparison with minus £165k in 2009, which represents real progress. Chris added that he would expect in 2011 we’d meet the budget and be able to build up reserves to the level of 2009. Chris said the Cash Flow Statement on page 10 shows how surplus £372k becomes an increase in cash balance of £156k. The main reason is that cash has gone out to pay last year’s creditors. £72k went to Capital Expenditure and £25k went to Capital Element, therefore the cash increase for the year is £56k. Accounting policies on page 11 is the same as last year except for point 1.2 “Going Concern”. Under “Going Concern” line 2, “Institute will continue” is changed to “Institute should continue”. On page 12, Staff Costs section shows staff number has dropped from 40 to 33 resulting in a lower cost. On page 13, Chris said he expected there is a maximum £1,500 corporate tax exposure and this will be updated before 9 May Council meeting. On page 14, line “Debtors: amounts falling due within one year” has gone up from £479k to £558 primarily due to “Prepayments and Accrued Income”. In December 2010, we prepaid the first quarter rent, but in 2009 we were still in rent free period, that’s the reason for the big increase in this line. Chris pointed out that on page 10 “Rent Free Period Equalisation” under Note 10 has increased to £108k. This represents the difference between what we are going to pay the landlord and what we are charging in our account; effectively this is the loan we are paying to the landlord for the rent free period. In Note 11, the same line shows that we still have £230k to pay before 2014. Jenifer flagged that Jay O’Connor’s husband Philip Sheldrake’s pro bono work for the CIPR should also be listed under Note 15 Related Party Transactions. The board agreed. Jane also confirmed that Philip is not a director of Assanka. He is a director of Social Professional Limited, developers of Marcom Professional. Sally asked if the line “National, Regional and Sectoral Groups General Expenditure” includes PRide awards. The answer is no as PRide has a separate line. There is £18k provision for Gatehouse dilapidation. Chris said he’ll need the Letter of Representation to be signed by the Council. In the letter of “Communication of Matters Relevant to Corporate Governance”, the auditors have five recommendations which will be included in management risk document. Page 2 of 4
The accounts and amendments are approved by the board and the updated version will be circulated to Council for formal approval on 9 May. Action Points: 1. Jay to confirm the correct wording for Philip’s entry under Note 15. 2. The Letter of Representation to be signed by the Council. 3. To circulate the updated version of accounts to Council. 4. CEO Report and Financial Update (Commercially sensitive parts of this discussion and those relating to personnel have been removed for wider circulation beyond CIPR Executive Board) Jane reported that membership looks stable except that income on March subs and year to date is down. The specific reasons will be detailed by end of April or beginning of May as it’s too early to tell now. Adrian Wheeler asked if there is any measurement in place to encourage renewals. Jane responded that members will receive a note from Jane when they join, a note after the first three months and another note before renewal. Members will receive a call from an external company once they pass a certain renewal date. Jane said one thing that is not included in her CEO report is that she is reviewing CIPR groups. Jane will submit info and recommendations to board at next meeting and she also would like to bring this to Council for their input. Jenifer suggested getting a number of group chairs involved in this review before briefing Council and Jane agreed. Professional Development department restructure is ongoing and it’s been handled in a professional and sensitive manner. Jane is reviewing the salary offer to the new positions in response to feedback. Jane added that the CIPR is moving to an IP ownership model for delivery of courses, which will impact Approved Trainers. This will be a more sustainable model. Jane said that PR Academy can deliver online courses and Markettiers4dc can also help deliver online courses. Paul said that we have created representative and democratic groups and we have self‐selecting panels, which are expected to demonstrate excellence on our panels. Jane recommended we send out a paper to communicate this to Council and added that Phil Morgan has developed a paper with the details. Paul asked Jane to circulate Phil’s paper to board. Paul added that the governance working group is working out the criteria for council members to consider board places. These are all linked and all these criteria will be published on the website once they are completed so that people can find all the info of how to join the board, council, committees and panels in one place. Jane said that Ross Phillips is to produce management accounts by 28 April. Adrian provided Jane with an estimate in terms of costs of disciplines and hearings this year. Action Points: 1. Jane to circulate Phil Morgan’s paper on panels to board. Page 3 of 4
7 Global Alliance The board agreed that we will contribute £3k each year for two years to cover Anne Gregory’s expenses on GA before reviewing this again and that Anne is to produce statements of benefits for CIPR members. 8 UKPAC Keith Johnston reported that the next exhibition is delayed because the database PRCA and APPC have given to UKPAC have been incorrectly displayed. There are on‐going IT issues and some of them are not resolved or not resolved very quickly. Next board meeting is at 1:30pm on 30 June.
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