OpenCharities

This text was generated using OCR and may contain errors. Check the original PDF to see the document submitted to the regulator.

2022-12-31-accounts

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y ( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

Annual report and financial statements

for the year ended 31 December 2022

Company number 02053569 Charity number 295274

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y ( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED31 DECEMBER2022
Pages
Legal and administrative information 2 - 3
Directors’ report 5 – 8
Independent Examiner’s report 9
Statement of financial activities 10
Balance sheet 11
Notes to the financial statements 12 - 15

1

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

STATUS AND AIMS

The International Society for Trenchless Technology (ISTT) is a charitable Company, Limited by Guarantee, (herein after called the ‘Society’) incorporated on 8 September 1986 and registered as a charity on 1 October 1986.

The Society was established under a Memorandum of Association, which established the aims and objectives as a charitable company, and it is run in accordance with its Articles of Association supported by Bylaws.

Under the Articles of Association at least three individuals shall comprise the Trustees to ensure that the objects of the Society are met and that the Officers of the Society meet the provisions stated in the Memorandum of Association.

TRUSTEES

The Trustees serve for an indefinite period for as long as they meet the provisions stated in the Articles of Association.

In 2022, the Trustees were appointed from the 27 Affiliated Societies of ISTT. They are:

Silke Cubert Paulo Dequech Jeff Pace Wing Chan Luis Maldonado Yan Chunwen Keh-Jian (Albert) Shou Stanislav Lovecký Morten Aaby Nielsen Jari Kaukonen. Jean-Marie Joussin Jens Hoelterhoff

Paolo Trombetti Juan Garcia Kyoko Kondo Wout Broere Craig Vandaelle Tadeusz Żaba Sam Efrat Mats Rostö Yasin Torun Dawn Greig

THE INTERNATIONAL COUNCIL (THE ‘COUNCIL’)

National and Regional Societies that are affiliated with ISTT (Affiliated Societies) may have voting representatives (“Council Members”) at ISTT annual meetings. Council Members are responsible for reviewing and approving the annual budget and action plans of ISTT, and for electing members of the ISTT Board of Directors and its Officers.

THE BOARD OF DIRECTORS (THE ‘BOARD)

In 2022 the following individuals served on the Board:

Jari Kaukonen Keh-Jian (Albert) Shou Mark Haebler Trevor Gosatti Kimberlie Staheli Jens Höelterhoff

Ian Ramsay Carlos Munera Sam Efrat Dec Downey Wing Chan

The following served as Officers of the Board of Directors throughout 2022:

Keh-Jian (Albert) Shou, Chair Kimberlie Staheli, Vice Chair

Mark Haebler, Vice Chair Jari Kaukonen, Immediate Past Chair

2

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

STAFF

The Society has two part-time staff.

Peter Smeallie, Executive Director Kyoko Kondo, Program Director

REGISTERED OFFICE

8 Wolverton Road Snitterfield Stratford upon Avon Warwickshire CV37 0HB United Kingdom

EXECUTIVE DIRECTOR / COMPANY SECRETARY

Peter Smeallie 600 Woodland Terrace Alexandria, Virginia 22302 USA

INDEPENDENT EXAMINERS

Guest Wilson Limited Chartered Accountants 8 Wolverton Road Snitterfield Stratford upon Avon Warwickshire CV37 0HB United Kingdom

BANKERS

Barclays Bank plc Belgravia & Knightsbridge Business Centre PO Box 4578 London SW3 1XD United Kingdom Truist 200 West Second Street. Winston-Salem, North Carolina 27101 USA

SOLICITORS

Baker & McKenzie 100 New Bridge Street London EC4V 6JA United Kingdom

4

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

DIRECTORS’ REPORT

The directors present their report and accounts for the year ended 31 December 2022.

LEGAL AND ADMINISTRATIVE INFORMATION

The International Society for Trenchless Technology is a company limited by guarantee and a registered charity governed by its memorandum and articles of association originally dated 8 September 1986 and revised on 11 December 2019. In the event of the organisation being wound up each trustee agrees to contribute £1 towards the costs of dissolution. The company is also registered with the Charity Commission for England & Wales.

OBJECTIVES AND ACTIVITIES

The objective of the International Society for Trenchless Technology (ISTT or the Society) is to educate users and the public-at-large on the potential economic, installation and environmental benefits of properly used trenchless underground construction methods. The ISTT hosts an annual conference in cooperation with affiliated societies, which provides a forum for education and training on trenchless technologies and methods. The ISTT holds education and training workshops on specific technologies throughout the world. The ISTT also makes technical papers available to the public via the Society’s website.

ELECTION OF DIRECTORS

National and Regional Societies that are affiliated with ISTT may have voting representatives (‘Council Members’) at ISTT annual meetings. Council Members are responsible for electing the Board of Directors and its Officers.

DIRECTOR INDUCTION AND TRAINING

New directors are briefed as to their legal obligations under charity and company law and are presented with copies of the Memorandum and Articles of Association as well as ISTT policy documents which have been approved by the Board. The induction process involves meeting the national staff and other directors.

ORGANISATION

A managing Board of Directors representing the 27 affiliated societies is responsible for establishing Society policy to implement the goals and activities of the ISTT. The Board is governed by bylaws approved by the International Council as a whole. An Executive Director administers and manages the Society daily activities. A Chair’s Advisory Panel, comprising former ISTT chairs and others, advises the ISTT Chair when asked.

RELATED PARTIES

The ISTT has 27 affiliated societies located throughout the world. Each society shares the education and training goals and objectives of the ISTT. Each typically holds annual conferences and workshops, often in cooperation with the ISTT.

RISK MANAGEMENT

The ISTT incorporates a number of management tools to manage operational and financial risks. The Board of Directors provides regular oversight of ISTT operations to insure that the ISTT is in full compliance with government regulatory requirements and the bylaws of the Society. The board initiates or approves all operational decisions and annually reports the activities, accomplishments, and financial results to the International Council.

5

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

Financial risks are managed through the adoption of and adherence to an annual operating budget. The ISTT holds reserves to guard against unexpected short-term adverse results from operations.

ACHIEVEMENTS AND PERFORMANCE

The ISTT Plan of Action was put into action in 2019 after having been adopted at the International Board meeting in 2018. The plan was updated in 2022. The ISTT Board of Directors has continued to focus in 2022 on delivering the objectives within the plan and overseeing the transition to provide a more relevant, proactive and accountable organization.

In response to recommendations contained in the Plan of Action, seven committees have been established dedicated on proposing improvements to the structure and function of the society. The committees are:

  1. Membership Committee

  2. Support Fund Committee

  3. Technology and Education Committee

  4. Outreach and Marketing Committee

  5. Finance Committee

  6. International No-Dig Committee

  7. Governance Committee

Membership Committee. The committee participated in intensive discussion and recommendation to the BoD about offering membership to the Latin American Society for Trenchless Technology. The committee also recommended including the Trenchless Club of Romania. It also suggested to the Outreach and Marketing Committee to conduct a “Survey of Corporate ISTT Membership.”

Support Fund Committee. The committee exists to appropriate funds for any ISTT program that funds outside sources. During 2022, it discussed and approved the six Grant Program applications. It also suggested the proposed budget of US $30,000 for 2023 ISTT grant programs. It vowed to keep updating the policies for fund distribution and criteria for grant program funding.

Technology and Education Committee. The committee approved two ISTT Fellows: Christopher Rogers and Albert Shou. The committee also organized and held ten ISTT Educational Webinars. Webinars recordings were made available to the trenchless community via a YouTube channel. The committee continued to update the ISTT Technical Guidelines.

Outreach and Marketing Committee. The committee’s main focus in 2022 was on ISTT media opportunities. The magazine, Trenchless Works , published by Westrade Group is now the official publication for ISTT. Strategies to be considered for marketing including social media were addressed. A survey of communication needs was developed.

Finance Committee. The Finance Committee serves as a resource to the International Council, the Board of Directors and the Executive Director. The committee works directly with the Executive Director and the Board of Directors. The Finance Committee has oversight responsibilities with respect to reviewing and monitoring spending policy for ISTT in consistency with ISTT long-term goals. It develops, reviews, and monitors the ISTT budget, including programs and capital spending. In 2022 the committee conducted oversight ISTT financial assets including its investment funds with Truist Investments, an investment firm in Alexandria, Virginia, USA. It developed the 2023 ISTT budget that was approved by the committee, the Board of Directors and the International Council.

International No-Dig Committee. The committee established new standards for selecting ISTT No-Dig Conferences including clear and concise criteria, procedures for review of proposals by the committee, scoring and evaluating procedures. Committee recommendations for No-Dig events are then forwarded to the Board and to the International Council for selection. Two “types” of shows exist for ISTT International No-Digs: a conference organized by an Affiliated Society with ISTT joining as an adjunct cooperating entity, and an ISTT organized and managed event. The 2023 meeting in Mexico City will be the latter with

6

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

cooperation from NASTT and its new Mexican chapter. The council approved the 2023 International No-Dig Conference in Mexico City and approved a call for the 2024 conference preferably in Asia or Australasia.

FINANCIAL REVIEW

The ISTT realized a net loss from operations of £58,923 in 2022, a result of the lack of income from cancellations of the annual 2020 and 2021 International No Dig Conferences due to the pandemic.

RESERVES POLICY

The ISTT maintains a reserve to guard against the risk of unforeseen adverse financial results from operations. Beginning in 2010, the ISTT instituted a plan to strengthen its reserves by reinvesting dividends and interest generated from these reserves accounts back into these accounts. Beginning in 2010 the ISTT achieved its goal of holding reserves equal to two-years of its operating budget and has maintained this level in 2021.

THE OUTLOOK

The ISTT continues to implement programs to increase the efficiency in the delivery of its education and training programs, its recognition efforts, its support activities, and its outreach and marketing initiatives. The ISTT website will be continue to be expanded further improving communications capabilities. The Technical and Education Committee will continue its successful webinar program for members. The Finance Committee will continue to examine accounting procedures to more effectively shape the society. ISTT Trustees will be involved in overseeing ISTT activates to assure compliance with applicable British laws.

DIRECTORS’ RESPONSIBILITIES FOR THE ACCOUNTS

The Directors are required to prepare accounts for each financial year which give a true and fair view of the state of affairs of the charitable company and of the surplus or deficit for that period. In preparing those accounts the Directors are required to:

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006, the Charities Act 1993 and other applicable law and regulations. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In common with many other businesses of comparable size and nature, ISTT uses an independent examiner to assist with the preparation of the financial statements.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO INDEPENDENT EXAMINERS

So far as the directors are aware, there is no relevant information (as defined by Section 418 of the Companies Act 2006) of which the company's Independent Examiners are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant information and to establish that the company's Independent Examiners are aware of that information.

7

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

INDEPENDENT EXAMINERS

The Trustees endorsed the Board recommendation to re-appoint Guest Wilson Chartered Accountants at the ISTT Annual General Trustees Meeting on 15 December 2022.

Signed on behalf of the Directors on 11 October 2023.

Peter Smeallie

Executive Director

8

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

INDEPENDENT EXAMINER’S REPORT

to the members of The International Society for Trenchless Technology

I report on the financial statements of The International Society for Trenchless Technology for the year ended 31 December 2022 on pages 10 to 15.

This report is made solely to the company’s members as a body, in accordance with the Companies Act 2006. Our work has been undertaken so that we might state to the company’s members those matters we are required to state to them in our report and for no other purpose. To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our examination work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and examiner

As described earlier, the company's directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. The Directors consider that an audit is not required for this year under the Charities Act 2011, s.144(2) (“the 2011 Act”) and that an independent examination is needed. I am qualified to undertake the examination, being a qualified member of ICAEW.

Having satisfied myself that the charity is not subject to audit under company law and is eligible for independent examination, it is my responsibility to:

Basis of independent examiner’s report

My examination was carried out in accordance with the general Directions given by the Charity Commission. An examination includes a review of the accounting records kept by the charity and a comparison of the accounts presented with those records. It also includes consideration of any unusual items or disclosures in the accounts, and seeking explanations from you as Directors concerning any such matters. The procedures undertaken do not provide all the evidence that would be required in an audit and consequently no opinion is given as to whether the accounts present a “true and fair view” and the report is limited to those matters set out in the statement below.

Independent examiner’s statement

In connection with my examination, no matter has come to my attention:

NAME: NEIL WILSON RELEVANT PROFESSIONAL QUALIFICATION OR BODY: ICAEW

8 Wolverton Road, Snitterfield, Stratford upon Avon, CV37 0HB

9

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

STATEMENT OF FINANCIAL ACTIVITIES

for the year ended 31 December 2022

STATEMENT OF FINANCIAL ACTIVITIES
or the year ended 31 December 2022
Total funds Total
Notes 2022 funds
£ 2021
£
INCOME
Affiliation fees 96,970 105,445
Trenchless events 7,899 -
Publications 80 33
Training - -
Investment income 4,015 26,430
Total income 108,964 131,908
EXPENDITURE 3
Charitable activities 133,344
Governance 5,416
Total expenditure 167,892 138,760
Net income before other gains/(losses) (58,928) (6,852)
OTHER RECOGNISED GAINS AND LOSSES
Exchange (loss)/gain (44,421) 57,454
NET MOVEMENT IN FUNDS (103,349) 50,602
Fund balances brought forward 465,617 415,015
FUND BALANCES CARRIED FORWARD 8 £ 362,268 £ 465,617

All movements are in Unrestricted Funds.

All of the activities of the charitable company are classed as continuing.

10

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y ( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

BALANCE SHEET as at 31 December 2022

BALANCE SHEET
as at 31 December 2022
Notes 2022 2021
£ £
FIXED ASSETS
Tangible assets 5 - -
CURRENT ASSETS
Debtors 6 26,620 16,830
Bank and cash balances 336,379 449,663
362,999 466,493
CREDITORS: amounts falling due within one year 7 (731) (876)
NET CURRENT ASSETS 362,268 465,617
TOTAL ASSETS LESS CURRENT LIABILITIES £ 362,268 £ 465,617
FUNDS
Unrestricted funds 8 £ 362,268 £ 465,617

For the year ended 31 December 2022 the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and section 144(2) of the Charities Act 2011. No members have required the company to obtain an audit of its accounts for the year in question in accordance with section 476 of the Companies act 2006.

The Directors have acknowledged their responsibilities for: selecting suitable accounting policies and then applying them consistently; observing the methods and principles in the Charities SORP; making judgements and estimates that are reasonable and prudent; stating whether applicable UK accounting standards have been followed, subject to any departures disclosed and explained in the financial statements; and preparing the accounts on the going concern basis unless it is inappropriate to presume that the charity will continue in business.

These financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with Financial Reporting Standard 102 – Section 1A.

The financial statements were approved by the Board of Directors at its meeting on 9 February 2023 and acknowledged on their behalf by Jari Kaukonen, Immediate Past Vice Chair and Chair of the ISTT Finance Committee:

Jari Kaukonen Director

11

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

NOTES TO THE FINANCIAL STATEMENTS

at 31 December 2022

1 ACCOUNTING POLICIES

Company and charitable status

The International Society for Trenchless Technology is incorporated in England and Wales as a company limited by guarantee not having a share capital. Each member has undertaken to contribute to the assets in the event of winding up a sum not exceeding £1. The charity is a registered charity. The registered office is given on page 2.

Basis of preparation and assessment of going concern

The financial statements are prepared under the historical cost convention, in accordance with the Statement of Recommended Practice “Accounting and Reporting by Charities (SORP 2015)” applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable to the UK and Republic of Ireland (FRS 102), effective 1 January 2015 and the Companies Act 2006.

In preparing the accounts, the Directors have considered whether in applying the accounting policies required by FRS 102 and the Charities SORP FRS 102 the restatement of comparative items was required. At the date of transition in applying the requirements of FRS 102 no adjustments were required.

The Directors consider that there are no material uncertainties about the Charity’s ability to continue as a going concern.

Funds

General funds are unrestricted funds which are available for use at the discretion of the Directors in furtherance of the general objectives of the charitable company and which have not been designated for other purposes.

Income recognition

Incoming resources are included in the Statement of Financial Activities when receivable and when the amount can be quantified with reasonable accuracy.

Expenditure recognition

Resources expended are recognised in the period in which they are incurred under headings that aggregate all costs related to that category. Where costs cannot be directly attributed to particular headings they are allocated to activities on a basis consistent with use of the resources. Resources expended include attributable VAT which cannot be recovered.

Taxation

ISTT is a registered charity and is not subject to taxation on its income so long as this is used for its charitable activities.

Fixed assets and depreciation

All fixed assets are initially recorded at cost. Depreciation is provided on all fixed assets at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset evenly over its expected useful life as follows:

Office equipment - 33% reducing balance Website & database - 33% reducing balance

2 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the charity’s accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

12

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The Directors do not consider there are any critical judgements or sources of estimation uncertainty requiring disclosure beyond the accounting policies listed above.

13

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

3 EXPENDITURE

3
EXPENDITURE
2022 2021
Charitable Governance Charitable Governance
expenditure costs expenditure costs
£ £ £ £
Trenchless events 1,339 1,393
Trenchless International Magazine -
Printing, stationery & advertising -
Consultancy -
Membership value 5,596
Employment 79,842 83,169
Education & training 21,586
Profit & loss on exchange -
Computer & office expenses -
Website 15,443
Postage and communications 4,797
Travelling & subsistence - 4,006
Bank charges - 1,410
Independent examiner fees - -
Other professional fees 1,360 -
Depreciation - -
Total resources expended 133,344 5,416
4
STAFF COSTS
2022 2021
£ £
Wages and salaries 79,842 83,169

No employee earned in excess of £50,000 (2021 – nil).

The average number of staff employed was 2 (2021 – 2).

5 TANGIBLE FIXED ASSETS

5
TANGIBLE FIXED ASSETS
Office Website &
equipment Database Total
£ £ £
Cost:
At 1 January 2022 20,168 39,663 59,831
Additions - - -
At 31 December 2022 20,168 39,663 59,831
Depreciation:
At 1 January 2022 20,168 39,663 59,831
Charge for the year - - -
At 31 December 2022 20,168 39,663 59,831
Net book value
At 31 December 2022 - - -
At 1 January 2022 - - -

6 DEBTORS

2022 2021
£ £
Amounts falling due within one year
Trade debtors 25,991 16,778
VAT 629 52
Prepayments and accrued income - -
26,620 16,830

14

T H E I N T E R N A T I O N A L S O C I E T Y F O R T R E N C H L E S S T E C H N O L O G Y

( A C O M P A N Y L I M I T E D B Y G U A R A N T E E )

7 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£ £
Trade creditors 731 876
Accruals and deferred income - -
731 876
8 MOVEMENT IN FUNDS
At 1 January 2022 Incoming Outgoing Exchange At 31
£ resources resources (loss)/gain December
£ £ £ 2022
£
Unrestricted funds 465,617 108,964 (167,892) (44,421) 362,268

Unrestricted funds comprise those funds which the Directors are free to use in accordance with the charitable company’s objectives.

15