Directors Report

The Directors present their annual report together with the audited financial statements for the year ended 31 December 2022.

Principal Activity

The principal business of the Company is the management and development of The Irish Museum of Modern Art at the Royal Hospital Kilmainham and the promotion of the Royal Hospital Kilmainham and its grounds as a major cultural and artistic centre, accessible to the public.

Statement of Directors’ Responsibilities for the Year Ended 31 December 2021.

Irish company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with FRS102. By law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the company as at the financial year end date and of the profit or loss of the company for the financial year and otherwise comply with The Companies Act 2014.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies for the company financial statements and apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether the financial statements have been prepared in accordance with applicable accounting standards, identify those standards, and note the effect and the reasons for any material departure from those standards, and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for ensuring that the company keeps or causes to be kept adequate accounting records which correctly explain and record the transactions of the company, enable at any time the assets, liabilities, financial position and the profit or loss of the company to be determined with reasonable accuracy, enable them to ensure that the financial statements and the directors’ report includes all disclosures under Companies Act 2014, and enable the financial statements to be audited. They are also responsible for safeguarding the assets of the Company and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.

Accounting Records

The measures taken by the directors to ensure compliance with the requirements of Sections 281 to 285 of the Companies Act 2014, regarding adequate accounting records are the implementation of necessary policies and procedures for recording transactions, the employment of competent accounting personnel with appropriate expertise and the provision of adequate resources to the financial function. The accounting records of the company are maintained at the Royal Hospital Kilmainham, Dublin 8. The directors are responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results

Details of the results for the year and financial position at the year-end are set out on Pages 11 – 32.

Review of Business and Future Developments

The financial position at year end was satisfactory. However future levels of activity depend on the Oireachtas Grant allocated to the museum. The directors consider that the financial statements of IMMA present a true and fair view of the financial performance and the financial position of IMMA at 31 December 2022.

Principal Risks and Uncertainties

The directors have responsibility for and are aware of the risks associated with the operational activities of the Company. They are confident that adequate systems of internal control provide reasonable assurance against such risks and aim to ensure compliance with laws and policies, ensure efficient and effective use of the Company’s resources, safeguard the Company’s assets, and maintain the integrity of financial information.

Particular attention is being given to the inflationary environment that emerged in 2022. Risks and controls continue to be evaluated by the Executive and are elevated to the Board as required. Financial information is subject to detailed and regular review at director level allowing for continuous monitoring of the Company’s operations and financial status. The directors continuously monitor and plan for the financial sustainability of the organisation in an ever-changing funding environment. In addition to the application of internal procedures the Company is subject to statutory external audit. The Company has developed procedures and practices throughout the organisation to ensure compliance with reporting rules and regulations. The Company will continue to improve these systems to ensure it maintains the highest standards of transparency and accountability.

Events After the Reporting Date

The Board of IMMA have considered the impact on the organisation of events subsequent to the reporting date, in particular the general increase in inflation that appears to be continuing in 2023. Details of the events that occurred after the reporting date are considered in Note 22. The impact of these events on the going concern basis of the Financial Statements can be found in Note 1.d.

Directors

The membership of the board is set out on page 3.

Disclosure of Information to Auditors

In the case of each of the persons who are directors at the date of approval of this report, in accordance with Section 330 of the Companies 2014, there is no relevant audit information of which the Company’s auditor is unaware. The Directors have taken all the steps necessary as directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Auditors

The Comptroller and Auditor General is responsible for the audit of the Company in accordance with Section 5 of the Comptroller and Auditor General (Amendment) Act 1993.

Safety Statement

The Company has prepared a Safety Statement in accordance with the Safety, Health and Welfare at Work Act, 2005, and applies it at all its workplaces.

Governance

IMMA is a Public Body and a Company Limited by Guarantee registered in the Republic of Ireland. As such it must observe and comply with the Governing Law of the Republic of Ireland and applicable overarching EU Laws and Regulations, including compliance with the Companies Act 2014. The Directors of the Board are appointed by the Minister for Tourism, Culture, Arts, Gaeltacht, Sport & Media. The Board has collective responsibility for promoting the success and long-term sustainability of IMMA. Its key roles include governing the business of the organisation and supporting IMMA achieve its vision and mission. The Board provides strategic guidance to the Director and Senior Management and monitors the activities and effectiveness of the organisation.

The work and responsibilities of the Board are set out in IMMA’s Corporate Governance Framework. Matters that are addressed regularly at Board Meetings include:

• The Museum Director’s report
• Management Accounts and Finance matters
• Corporate Governance issues
• Principal Risks and Uncertainties

The Directors are responsible for preparing the Directors’ Report and the Financial Statements in accordance with Irish law and regulations. The Board is required to keep, in such format as may be required by the Minister for Tourism, Culture, Arts, Gaeltacht, Sport & Media with the consent of the Minister for Public Expenditure and Reform, all proper and usual accounts of monies received and expended. The Directors approve the annual budget and, on an annual basis, formally review the company’s performance with reference to this budget.

Disclosures Required by the Code of Practice for the Governance of State Bodies (2016)

The following disclosures are required by the Code of Practice:

• Employee Short-Term Benefits – See Note 10 to the Financial Statements
• Consultancy Costs – Detailed in Note 7
• Legal costs – Detailed in Note 7
• Travel costs – Domestic travel, international travel and Board Expenses are detailed in Note 7
• Hospitality Expenditure – Detailed in Note 7

Sub-committees

Two Committees established by the Board were operational during the financial year:

The Finance, Audit & Risk Committee has been established by the Board as independent and objective to oversee the sustainability of the internal control systems at IMMA, and the risk management arrangements in place. The issues on which it is required to report, as detailed in the Code of Practice, include Governance issues; Financial Reporting; and the quality of internal and external audit.

The Collections and Acquisitions Committee has been established by the Board to oversee the Museum’s Collection of Contemporary Art. The responsibilities of the committee include: To maintain and review the Museum’s collection management policies; to oversee and report on the management of the Museum’s collection; and to approve acquisitions to the Museum’s collection.

The committees have Terms of Reference approved by the Board and present annual reports to the Board.

Performance Evaluation of the Board

A detailed self-evaluation questionnaire based on that contained in the Code of Practice for the Governance of State Bodies was completed by all Board members in January 2023. The responses were collated and were formally reviewed by the Board in February 2023.

Statement of Compliance

The Board has adopted the Code of Practice for the Governance of State Bodies (2016) and has procedures in place to ensure compliance with the Code. IMMA was in full compliance with the Code of Practice for 2022. IMMA is also compliant with the requirements of the Charities Governance Code.

On behalf of the Board