IPCRG ANNUAL GENERAL MEETING 2010 Final Approved Minutes Wednesday 2nd June 2010 16.15 – 17.45 Room: Piers 7/8 Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario, M5J 1A6 Chair: John Haughney (JH) Present: Ron Tomlins (RT), Siân Williams (SW), Samantha Louw (SL) Ordinary Member Representatives: Australia: H. John Fardy Bangladesh: Monsur Habib Canada: Alan Kaplan Denmark: Marianne Stubbe Ostergaard Greece: Dimitrios Giannopolous Netherlands: Ivo Smeele Norway: Anders Ostrem Pakistan: Osman Yusuf Spain: Miguel Roman Sweden: Bjorn Stallberg UK: Dermot Ryan Other persons in attendance: Hilary Pinnock (HP), Svein Henrichsen (SHH), Karin Lisspers (KL), Kerstin Romberg (KR), David Costa (DC), Nicholas Glasgow (NG), David Price (DP), Alan Crockett (AC), Tan Tze Lee (TTL), Hakan Yaman (HY), Thys van der Molen (TvdM), Ioanna Tsiligianni (IT), Catalina Panaitescu (CP), Andrew Cave (AC1), Arnulf Langhammer (AL), Bharat Khezi (BK), Carlos Gonçalves (CG), Monsur Habib (MH), Naren Pandey (NP), Rowshan Alam (RS) 1. Welcome and apologies JH opened the meeting at 16.15 and confirmed that our voting members were those present who had been allocated flags but contribution to the discussion welcome from everyone present. Apologies were noted from New Zealand. 2. Approval of minutes from last AGM No comments, agreed that they were a true and accurate record of the meeting. Canada proposed to adopt, Norway seconded. Approved unanimously. 3. President’s Report and Executive Officer’s Report JH highlighted elements of the directors’ annual report and informed members of our development over the last 12 months. Full annual report available as part of our Accounts to 31st December 2009 – http://www.theipcrg.org/about/reports.php JH thanked his co-directors, sub committee chairs, SW and SL for their work over that last year and also the six associate corporate members for 2009. SW highlighted areas of success over the last 12 months 4. Finance Report RT reported on our finances, noted our final accounts to 31st December 2009, recommended the adoption of Scott Moncrieff as our Auditors for 2010 and confirmed his willingness to stand as Treasurer for a further 12 months. JH asked for any questions; none raised. A copy of the report is appended for information. 5. Appointment and remuneration of Auditors: Scott Moncrieff JH recommended that the current auditors Scott Moncreiff be appointed on the condition that the remuneration did not exceed £7,500 per annum. Australia proposed to adopt, Canada seconded. Approved unanimously. 6. Subscriptions for 2011 SW proposed that in line with the policy to update subscriptions every 3 years the subscriptions for 2011 should remain as per the 2009/2010 rates: Ordinary members zero and Associate Corporate Members Euro 35,000. Sweden proposed to adopt, Norway seconded. Approved unanimously. SW thanked our corporate associate members of 2010: Boehringer Ingelheim, GSK, Merck & Co, Mundipharma, Novartis, Pfizer, Teva and Vitalograph. 7. Election of Treasurer: The current Treasurer, Associate Professor Ron Tomlins, is eligible for re-election. JH requested any other nominations for Treasurer, none were received. Australia proposed that Ron Tomlins be re-elected, Bangladesh seconded. Approved unanimously. The attendees at the AGM expressed their gratitude to Ron Tomlins for standing for the role of Treasurer again and thanked him for all his work to date. 8. Special resolution: Amendments to our Memorandum and Articles of Association SW reported that the special resolution covered technical matters regarding the re-numbering of sections and changes to bring into line with changes in Scottish legislation and updating wording about decisions relating to international conferences. The purpose is to allow a degree of freedom and more flexibility to arrange conferences as we see fit. SW asked for any questions; none raised. Norway proposed to adopt; Bangladesh seconded. Approved unanimously. 9. Review of Membership 1. Members: there are no associate members applying for Ordinary Membership 2. Associate Members: corporate – discussed under item 6. Thanks noted to Mundipharma for their support in funding a bursary scheme to allow a number of delegates from additional countries to attend the conference. 3. Associate Members: Invited specialists – none proposed 4. Associate Members: Invited international organisations – none proposed 10. Matters arising from minutes not covered elsewhere on agenda None reported. 11. Date of Next AGM Thursday 2nd June 2010, Amsterdam, Netherlands John Haughney stood down as President and handed over to the incoming President Miguel Roman.. MR voiced his thanks to JH for his work and support during his term as President and also to Alan Kaplan for his work in ensuring the success of our 5th World conference. For information only: Treasurer’s Report I am pleased to be able to present to you the audited accounts for the financial year January to December 2009 which were distributed with the papers for this meeting. I am delighted to report that 2009 has been a successful year financially for IPCRG, with a surplus of income over expenditure for the year, shown on page 11, of £44,145. While this is less than the previous year because 2008 was a biennial conference year, it is a gratifying result. There are four issues that I would like to highlight. The first is the impact of currency fluctuations arising from the global financial crisis. For the last 3 years, the accounts have been adjusted because the IPCRG has bank accounts in both euro and Great British pounds. For accounting and reporting purposes, we are required to convert the totals in euro accounts to pounds at the end of the accounting period. As a result of international currency adjustments devaluing the euro against the pound, there has been an unrealised exchange loss in 2009 of £32,500. In the last 2 years we noted accounting gains, but recognised that currency adjustments could lead to a loss in future years. It is important to understand that this adjustment does not crystallise into an actual loss to IPCRG unless or until euro funds are converted into pounds. The second issue is the measures that your Board has taken to maximise operational efficiency and actively managing risk. During the second half of 2009, the Board met by teleconference monthly so that Directors could deal with issues more expeditiously. We continued to regularly review our policies and processes to assess our current exposure to risk. We ensured that the biennial conference and our growing research portfolio have robust risk management plans. We reviewed contractor and voluntary roles, recruitment and our reward structure to ensure the IPCRG is sustainable and well governed. In this regard, I wish to once more acknowledge the contribution of the Governance Committee – a group of people with expertise in governance of charitable organisations and financial management who are forthright in expressing their opinions. The members of the committee are: The Treasurer (Ron Tomlins) as Chair Mr Alasdair Norton Ms Barbara Varney Mr Simon Glass Mr Geoff Williams (Observer) The reserve policy of the IPCRG is to establish a designated or reserve fund that would enable the organisation to continue running in the event of a catastrophe or permit the orderly closure of the organisation over several months with a minimum loss of reputation. Our risk management strategy identifies the biennial conference as our single most important exposure to financial risk, although we are confident that the Toronto conference will be successful. The directors, on advice from the Governance Committee, review the level of reserves regularly. We estimate this will take some years to achieve the desired level of reserves. A specific reserve fund has been established which has a current balance of £142,170. The third issue that I would like to reiterate is the well established IPCRG policy on budgeting. In short, we budget to spend no more than our anticipated income for that year, we do not spend money on activities before we have received it, and we apportion the costs of secretarial and management support across all activities. Fourthly, the IPCRG’s principal funding sources are membership subscriptions from associate corporate members, and grants for projects. We had six associate corporate members in 2009 and I would like to reiterate John’s thanks to them for their continued support. The level of subscriptions is set at the AGM and is traditionally adjusted at 3 yearly intervals, the last in 2008. Accordingly, I will be recommending that the subscription for associate corporate members will remain at 35,000 euro for 2010. The statement of financial activities describes how our funds were spent in 2009. Our new auditors, Scott Moncrieff, have audited and prepared the IPCRG statutory accounts reported on page 10 that, in their opinion: The financial statements give a true and fair view of the state of the charity’s affairs as at 31 December 2009; The financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; The financial statements have been properly prepared in legislation; and The information given in the Directors’ Report is consistent with the financial statements. The Board have adopted the accounts for the 2009 financial year, as required by law. I comment this report to you. I will be recommending the reappointment of Scott Moncrieff as the auditors for 2010 at a cost not exceeding £7,500. The development of IPCRG over the past 10 years, and its acceptance, has been extraordinary and reflects the willing enthusiasm of many people. We are contributing to emerging activities in Asia and South America, and expect to see further progress in those regions in the next few years. However, if we are to remain relevant, we must continually explore opportunities to expand our influence and the range of services we provide. Finally, Mr President, I wish to indicate my willingness to continue to serve as Treasurer for a further 12 months, if that should be the wish of the meeting. Dr Ron Tomlins Treasurer