Governance of ICAS
The governance of ICAS is overseen by Council, Boards and the committees detailed below. The ICAS Secretary, is responsible for the leadership of the corporate governance of the organisation reporting directly to the Chief Executive and the Office Bearers.
One of the main aims of Council is to ensure that the objects of the Royal Charters are achieved in a manner consistent with regulatory body status. Council also ensures that high standards of corporate governance are observed at all times and oversees the effective management and direction of the Institute's affairs.
The membership of Council is set out in the General Regulations (Regulation 5). Council has established a number of Area Committees to serve each of the electoral areas and it is the duty of each Area Committee to provide nominations to Council of eligible candidates for election to membership of the Council.
Council delegates a number of its day to day operations to Boards and Committees, though certain items of business must, by its very nature, remain within the control of Council.
Council has delegated certain responsibilities (but not fully delegated powers) to the following Boards and Committees:
- Oversight Board
- Ethics Board
- Members' Board
- Policy Leadership Board
- Qualifications Board
- Nominations Committee
- Remuneration Committee
In addition, under Rule 12, Council has established and fully delegated certain powers and functions to the following Boards and Committees:-
- Audit Committee
- Regulation Board
- Discipline Board
The establishment of the Constitutional Panel was approved at the Council meeting in November 2010. Council approved that its role was to oversee and sign off any revisions to the Royal Charter, Rules and Regulations.
In addition, it is to consider all material that is to be issued to the AGM/SGM that may interface with the Rules and Regulations. The Panel will meet at least annually and shall comprise of at least one public interest member.
The Oversight Board monitors and supports the implementation of the institute's strategy, business plan and budget, and to report progress to Council.
The Oversight Board also:
- Oversees the work of the Chief Executive and the Executive Team
- Oversees the effectiveness of the Operational Boards
- Reviews work plans of the Boards: to ensure cohesive working between the Boards
- Oversees the work plan of the Council
- Ensures a cohesive approach to policy implementation
Composition of the Oversight Board:
- President – Sandy Manson
- Deputy President – Mike McKeon
- Vice President – Catherine Burnet
- Professor C Mark Allison
- Bruce Cartwright
- Lesley Glen
- Mark Hoskyns-Abrahall
- Philip Johnson
- Michelle Mullen
- Bruce Pritchard
- Lord Wallace of Tankerness QC
- Public Interest Member: Robert Black
Council has established three Operational Boards to manage and direct the affairs of the committees within its respective remit. Each Board must meet on a minimum of two occasions per annum. Each Operational Board reports to the Oversight Board (the Chairman is a member of the Oversight Board) and reports to Council annually.
The Discipline Board is responsible for the formulation and delivery of the ICAS objectives in respect of the disciplinary processes. The Board also ensures effective oversight of all other matters affecting its interests. The Discipline Board has powers to:
- Propose Regulations to Council concerning the constitution, composition, conduct of business, powers and functions of the disciplinary and appeal panels of ICAS.
- Propose Regulations to Council concerning the role, function and processes of the Independent Examiner Panel.
- Provide guidance on the level of indicative fines and sanctions to be used in the disciplinary process.
- Publish information in respect of the disciplinary process, including the publication of decisions and general guidance.
- Set criteria for the assessment of the delivery of ICAS’ objectives in respect of the disciplinary process.
- Provide guidance for members of the Discipline Panel and Appeal Panel.
- Provide guidance to be followed for members of the Independent Examiner Panel.
- Monitor and respond to changes in legislation and public policy which may affect the disciplinary process.
- Work in conjunction with the Regulation Board and the executive management of ICAS on matters of common interest.
Composition of the Discipline Board
- Chair - Dame Elish Angiolini
- Public Interest Member - Trisha McAuley
- CA Member - Adrienne Airlie
- Michelle Mullen - Executive Director, Professional Standards
Ethics and integrity are at the heart of the professional responsibilities of ICAS members.
The Ethics Board’s mission is to provide knowledge, guidance and assistance to ICAS members in order that they may meet the ethical responsibilities of their profession; and to support, guide, and challenge the ICAS leadership with its strategic goal “To become a global leader in the application of professional ethics".
The Chair of the Ethics Board is Norman Murray.
The Members' Board provides strategic direction, governance, constructive challenge, guidance and support to the Member Engagement Division. The Division delivers the bulk of the ICAS member engagement strategy as part of "Building A Professional Community". This includes member events, digital engagement, conferences, member communications, marketing, The CA Magazine, offers and discounts, sponsorship, media relations and the collection of subscriptions from members. The Division also oversees the network of Area Committees across the UK and the ICAS international communities in more than 20 locations around the world.
The Chair of the Member Engagement Board is Bruce Pritchard.
Policy Leadership Board
The Policy Leadership Board advocates, implements and monitors policies and standards designed to achieve the strategic aims and objectives set by Council in relation to accounting, auditing, taxation, business law and other policy issues; and reports progress to Council. It consists of the following:
- Audit and Assurance Panel
- Business Policy Panel
- Charities Panel
- Corporate & Financial Reporting Panel
- Pensions Panel
- Public Sector Panel
- Research Panel
- Sustainability Panel
- Taxation Board
The Chair of the Policy Leadership Board is Philip Johnson.
The Qualification Board has oversight of the Examining Board, Student Education Committee and Test of Competence Examining Board.
One of the main aims of the Qualification Board is to formulate, advocate, implement and monitor policies and standards designed to achieve the strategic aims and objectives set by Council in relation to business education and professional competence; and reports progress annually in relation to strategy to Council.
The Chair of the Qualifications Board is Mark Hoskyns-Abrahall.
The Regulation Board is responsible for the effective oversight of the Regulatory Committees, regulatory policy and the maintenance of professional standards of Members, CA Student Members, Affiliates and Firms.
The Regulation Board has delegated powers relating to the regulatory functions of ICAS and has established and sub-delegated these powers and functions to its Regulatory Committees.
The Regulation Board reports Annually to Council.
The Chair of the Regulation Board is Lord Wallace.
The Audit Committee is established under Rule 12.1. The Audit Committee has delegated powers relating to oversight of the financial statements and internal and external audit processes. The Audit Committee monitor the objectivity and independence of the external auditors and approve the Non Audit services policy.
The Chair of the Audit Committee is Stephanie Bruce.
It is the duty of the Nominations Committee to make nominations to Council in relation to:
- Persons for co-option to Council;
- Public Interest Members;
- Membership of the Operational Boards including the Chairman of each Board;
- Membership of the Qualifications Board, including the Chairman;
- Membership of the Discipline Board, including the Chairman;
- Membership of the Regulation Board, including the Chairman;
- Appointment of Committee Conveners;
- Membership of the Audit Committee;
- External appointments made by Council.
Council shall have regard but shall not be bound by the recommendations of the Nominations Committee.
The Chair of the Nominations Committee is Mike McKeon.
It is the duty of the Remuneration Committee to make recommendations to Council concerning the policy for remuneration of ICAS Staff, approval of certain expenses, matters in relation to the tenure of office of the Chief Executive and other Officers and Public Interest Member remuneration.
Council shall have regard but shall not be bound by the recommendations of the Remuneration Committee.
Public Interest Members
ICAS' Nominations Committee has delegated authority for the appointment of Public Interest Members to ICAS Council. Public Interest Members are appointed for a three-year term, which can be renewed for a further term of office of up to three years at the discretion of the Nominations Committee.
There are currently four Public Interest Members serving on the Council:
- Robert Black
- Dame Lin Homer
- Colin McClatchie CBE
- Ana Stewart
- Lord Wallace of Tankerness QC
Terms of Reference:
- To act as a full member of the Council of ICAS
- To attend all meetings of the Council
- To contribute to the deliberations of the Council in all matters of policy and finance
- To participate in such meetings of ICAS Committees as they consider appropriate
- To complete, in collaboration with the other Public Interest Members of Council, an Annual Report on the Council's conduct of business in the preceding year, commenting on the Council's adherence to ICAS' Charters and statutory obligations and functions
- To present said report to the ICAS Annual General Meeting