The Board of Trustees is the governing body of the Society. It establishes and reviews the policies, strategy and business plan of the Society, ensuring that the Objects of the Society, its administration, and management of its finances (including its assets and investment portfolio) and property are upheld in compliance with the Society’s Royal Charter and By-Laws and the law.

The Board of Trustees may delegate to any Board or Committee such powers and duties as it sees fit and the law and good practice for charities allows, but the Board of Trustees remains responsible for the actions of such Boards and Committees and the Board of Trustees may dissolve a Board or Committee at any time. The current Boards of the Board of Trustees are: The Learned Society Board (LSB), The Membership Services Board (MSB), and The Professional Standards Board (PSB). The Board of Trustees has delegated the responsibility to the Finance Committee for directing the Society finances and developing sound financial practices and policies which protect and enhance the Society’s finances and assets. The Audit Committee supports the Board of Trustees in monitoring the adequacy of the Society’s governance, risk management, internal audit, and control processes through offering objective advice.

Members of the Council [EB1] are elected, usually for a three-year term, by the voting members of the Society. The election takes place annually and the results are announced at the Society’s Annual General Meeting (in May each year). The President is elected from within the Council approximately 18 months before taking office (from the AGM). Presidents serve a term of one year only. In the 12 months prior to taking office the President serves as President-Elect of the Society and in the 12 months after their one-year term the President serves as the immediate Past President of the Society. The President, President-Elect and Past President are ex officio members of the Council and Board of Trustees.

The Society encourages all Trustees to attend training courses relating to their role and responsibilities as Trustees and a Trustee Training log is maintained.

The day-to-day management of the Society is delegated to the Chief Executive who is responsible for all operational matters, including the implementation of the Strategic Review; the CE is supported by the Executive Team which comprises of the Financial Controller, two operational directors covering Knowledge (including, Community Engagement, Events, Knowledge and Information and IT), and Membership and Professional Standards. The Chief Executive consults closely with the Chair of the Board of Trustees and the President over issues of significance and ensures the staff are managed effectively.

All Trustees give their time freely and no Trustee remuneration was paid in the year. Details of Trustee expenses and related party transactions are disclosed in note 4 to the accounts. Trustees are required to disclose all relevant interests and register them with the Chief Executive and, in accordance with the Society’s policy, withdraw from decisions where a conflict of interest arises.

The pay of the Society’s Chief Executive is reviewed annually and normally increased in accordance with average earnings. When the Chief Executive or Executive Team member is appointed, the remuneration is bench-marked with other membership and professional bodies of a similar size and activity to ensure that the remuneration set is fair and not out of line with that generally paid for similar roles. The pay of the Executive team is reviewed annually and any increase is approved by the Chief Executive.

The Chief Executive, boards and committees that report to the Trustees, prepare reports for each Trustee meeting. Each year the Annual Report and Annual Accounts are approved by the Trustees and are available to all members via the Society’s website.