How we comply with The Code
ICAS Corporate Governance
As a Chartered Body, ICAS’ governance arrangements are set out in its Charter and Rules. Although the FRC’s UK Corporate Governance Code (The Code) does not apply to ICAS, Council is committed to good practice in corporate governance and seeks to comply with the principles of The Code where they are relevant and proportionate.
Council has responsibility for ensuring that the objectives set out in the Royal Charters are achieved in a manner consistent with regulatory body status. Council sets and delivers the strategic plan ‘Building the Leading Global Professional Community’ along with the ongoing budget and business plan. Day to day management responsibility is delegated to the Chief Executive and Executive Team with an overview being taken by the Oversight Board through progress and performance reports against the agreed measures.
There is a clear organisational structure and decision making powers set out in the ICAS Rules, General Regulations and Scheme of Delegation. Appropriate processes are in place to review the performance of the Council, the Oversight Board and the four Operational Boards which oversee the work of the ICAS divisions and the Executive Team. A self-evaluation performance review is undertaken annually the results of which are discussed at Council.
Council is chaired by the President (Sir Brian Souter). The President, Deputy President and Vice President make up the Office Bearer team and they are elected by the ICAS membership.
The Council Code of Conduct sets out guiding principles for Council Members on managing conflicts of interest, representing ICAS and relationships with Members and ICAS staff, and a Register of Interests is maintained. At each Council meeting actual or potential conflicts of interest are reviewed through declarations of interest.
Council’s membership is made up of a mix of elected and co-opted members. Co-options are made taking into consideration the skills, experience and knowledge required to ensure a balanced Council reflecting the employment sectors, geographic location and diversity of ICAS membership. Council members are elected or co-opted for a four year term and can be re-elected or re-co-opted for one further three year term.
Four non-accountant members fulfil the role of Independent Directors and they report annually to the ICAS Membership at the Annual General Meeting. The non-accountant members of Council meet the Office Bearer’s quarterly to discuss issues and performance in delivering the ICAS strategy and to maintain ICAS’ focus on its public interest duties.
An induction programme is run annually for new members of Council including detailed briefings on the implementation of ICAS’ strategic objectives and divisional operational work.
Council and its key Boards undertake a review of their effectiveness annually by way of questionnaire which is debated at the May meeting. The Chief Executive’s performance is reviewed by the Remuneration Committee against the objectives which they have set for him.
The Oversight Board has the delegated remit to oversee the delivery of the ICAS strategy, financial performance and the effectiveness of the four Operational Boards. The Board meets quarterly with the Oversight Board Chair reporting on the Board’s activities to each Council meeting.
Having set the overall strategy for the organisation, Council delegates the day to day management of ICAS business to the Executive Team. The Executive Team is made up of the Executive Directors of ICAS and is chaired by the Chief Executive (Bruce Cartwright).
The members of Council are responsible for preparing the financial statements and reports in accordance with applicable law and regulations and for presentation of a fair, balanced and understandable assessment of the Institute’s position and prospects. Council presents an Annual Report and Financial Statements annually to the membership at the AGM. The Public Interest members present an annual report on the activities of ICAS in relation to the Public Interest.
Council has overall responsibility for the system of internal controls, including risk management and the consideration of principal ICAS’ principal risks. ICAS views the careful management of risk as a key management activity and ICAS continues to develop and apply an integrated risk management framework. The management of risk is closely aligned to our strategy and is based on a balance of risk and reward through assessment of likelihood and impact, as well as risk appetite. The process is overseen by the Audit Committee and reviewed by internal audit with any recommendations being implemented.
With the exception of Public Interest Members, who receive an honorarium that is not performance related, no other Council members receive remuneration for their service. This section of The Code does not apply to ICAS.
Relations with shareholders
The Annual General Meeting is usually held in the spring and is ICAS’ formal platform for communication with members. The event is normally held in conjunction with a members’ event in order to maximise attendance and increase engagement with members. Additionally, the Audit Committee Chair, the External Auditor and the non-accountant members of Council are present, at the AGM, to answer questions from members.
Communication forms an integral part of the ICAS strategy ‘Building the leading global professional community’ and throughout the year the President and Chief Executive undertake a number of Member events throughout the UK and Overseas. The ICAS Overseas Communities continue to arrange events for Members around the globe. The global community chairs have a monthly call with ICAS headquarters that ensures overseas members’ views, comments and issues are communicated directly to ICAS, Council and the Member Engagement Board. The ICAS Area Committees play an important role in our communications with Members and in conjunction with ICAS Head Office they arrange many events at a local level across the UK.