Minutes for CIBSE Annual General Meeting

The AGM took place on 7 May 2019

CIBSE Journal June 2019 President Lynne Jack

The Annual General Meeting of the CIBSE was held at the Royal Society, Carlton House Terrace, London, on 7 May 2019. Stephen Lisk, outgoing President, chaired the meeting. Chief Executive Stephen Matthews read the notice convening the meeting.

The minutes of the 41st Annual General Meeting of CIBSE, held on 8 May 2018 and published in the August 2018 issue of CIBSE Journal, were accepted as a correct record and signed by the Chair.

Annual Report and Financial Statements 
Stephen Lisk introduced the Annual Report for 2018, referring to the pace of change arising from a range of issues, including Brexit and the review of Building Regulations, and stressing the importance of inclusivity, diversity and engagement with the membership. He thanked the staff team for the development of the Annual Report, which sought to communicate the breadth of CIBSE’s ambition and reflect its continuing work to make lives better.

He drew attention to key metrics set out in the report, and referred to the many face-to-face conversations he had held with members and stakeholders during his presidency; these had been empowering, challenging and enjoyable, and reflected a wide diversity of opinion.

He asked members to contribute to debate, drawing attention to the ‘#IamCIBSE’ cards available at reception, and the opportunity to email the President at President@cibse.org He noted the importance of CIBSE as a community and expressed thanks to the Trustees, staff and all the Institution’s volunteers, and for the opportunity to lead the Institution.

Richard Willis, audit partner of BDO LLP, then read the audit report, which confirmed that the Annual Report and Financial Statements gave a true and fair view of the state of the group and the parent charity’s affairs, and of the income and expenditure for the year, and had been prepared in accordance with all relevant requirements. He further confirmed that there were no matters to which he would be required to draw attention by exception and no undisclosed material issues or inconsistencies between the Annual Report and the Financial Statements.

Honorary Treasurer Adrian Catchpole then reported in more detail on the Financial Statements, confirming that Investments were presented at market value at end year, that the transactions of Regions and trading subsidiaries were included in the Group accounts. He drew attention to the transfer of Publications activities from CIBSE itself to the subsidiary CIBSE Services Ltd, as this better reflected the management of this area of work and changing practices for the production and issue of knowledge. He also drew attention to the reserves and other policies set out in the accounts.

Adrian then presented slides setting out the income and expenditure for the year. Total income for the year was just over £7m, and attention was drawn to the breakdown of main income areas, such as fees for charitable services, membership income, subsidiaries and investments.

He went on to outline the breakdown of CIBSE Services Ltd’s turnover, noting that income had increased from Training, Online Learning and the Journal, in addition to the uplift form the inclusion of Publications; Certification income had, however, dropped, reflecting a fall in purchases of credits by assessors.

Regarding expenditure, costs of subsidiaries had increased because of the transfer of publications activities. Membership costs were down, partly because of staff vacancies during the year. Technical and Research costs were up, while there were savings in other areas (in part because of changes in cost allocation, which remained under review).

There was an overall operational surplus of £103K for the year. This was very welcome, and Adrian thanked the staff team for their efforts to turn around an operational deficit of nearly £400K in the previous year. Despite this, the net movement in funds showed a deficit of £104K, because of sharp falls in investment markets towards the year end. This had affected the Institution’s own investments and the Pension Scheme valuation, but markets had recovered considerably during the first quarter of 2019, with most of the drop in value recovered.

Attention was drawn to the summarised balance sheet, which reflected the fall in investment values in the final quarter. Debtors were up, but this was a very variable figure and was not regarded as a concern. Cash at bank had increased, and the Pension Scheme asset showed a surplus of £45K, though this valuation was a ‘snapshot’ at a moment in time, and could vary considerably.

Adrian concluded that some increase in income had been achieved, while close control of costs had been undertaken to achieve the operational surplus. There were positive developments within CIBSE Services Ltd and, since the year end, progress had been made with Certification income. While the IT Strategy and new CRM system had been expensive and challenging, it was felt that benefits were now being realised from these.

Questions were invited and Mike Smith, while welcoming the return to profit of CIBSE Services Ltd, asked why no Gift Aid transfer to the Institution was shown in the accounts. It was explained that this reflected a change in accounting standards; Gift Aid had previously been reflected in the year the profit arose, but was now accounted for when the payment was made, which was always in the following year. CIBSE Services’ profit for 2018 would be paid to CIBSE under Gift Aid as previously, but this would now be reflected in the 2019 accounts.

Chris Jones referred to the transfer of publications activity to CIBSE Services Ltd, pointing out that CIBSE’s intellectual property in publications and knowledge reflected the donation of much time by CIBSE members in the past to create that knowledge. He requested that any proposed future change to the shareholding of CIBSE Services Ltd by the charity be referred to a General Meeting. This request was noted.

Luke Yeates-Mayo asked how the improvement in the operational position had been achieved (from a deficit of £398K in 2017 to a surplus of £103K in 2018). Adrian said that many factors were involved, including an increase in income, and a close emphasis on cost savings wherever they could be achieved. This had included some staff positions being left unfilled for a period, projects being deferred, venue costs being scrutinised and a wide range of other measures.

Adrian proposed that BDO LLP be appointed as the Institution’s auditors for 2019, and that the Board be empowered to agree their remuneration. This was seconded by Ashley Bateson and approved nem con.

Special Resolution
Adrian proposed adoption of the Special Resolution for Membership Subscriptions for 2020 as set out in the Calling Notice. The proposal was based on a 4% increase to the Member rate, which was believed to be comparable to, or less than, increases applied by many other institutions. The proposal was seconded by Les Copeland and approved nem con.

Board and Council for 2019/2020 
Stephen Matthews reported that Officer and Board Member appointments and elections had been carried out in accordance with the revised arrangements agreed at the EGM in May 2018 and subsequently approved by Privy Council. For those positions subject to election, there had been no more candidates than vacancies and the candidates had, therefore, been declared elected unopposed. He declared the following individuals appointed and elected to serve as Officers, Board Members and Council Members following the AGM 2019:

President: Lynne Jack
President-Elect: Stuart MacPherson
Immediate Past President: Stephen Lisk
Vice-Presidents: Ashley Bateson, Kevin Kelly, Kevin Mitchell
Hon Treasurer: Adrian Catchpole

Members of the Board:
Elected Members: Les Copeland, Fiona Cousins, David Fitzpatrick
Continuing Members: L Susan Hone-Brookes, PL Yuen

Members of Council:
Elected Members: Sebastian Gray, Andrew Piper, Linda Vidler

Any other business
There was no other business.