Scheme of delegations

The Institute of Chartered Accountants in England and Wales scheme of delegations

Introduction

1. The Institute is a body corporate established under a Royal Charter of 1880 as amended by the Supplementary Charter of 1948. Certain decisions and actions are reserved to the members of the Institute in General Meeting: see Annex 1. All other matters (with some exceptions in the professional conduct areas which are specifically addressed in the disciplinary bye-laws) are the responsibility of the Institute council established under Charter Clause 2(a).

2. This Scheme of Delegations sets out the responsibilities and working methods of the council and committees to which it delegates certain of its functions in accordance with Charter Clause 2(b) and Principal Bye-law 49(a).

Council

3. The composition of council is intended to enable it to be broadly representative of the membership as a whole. It therefore includes a mixture of elected, co-opted and ex officio appointments, as set out in Chapter VI of the principal bye-laws. Further details of the composition of council, including the rules for election of members and officers, are set out in Annex 2.

4. Council’s role is primarily strategic, exercised through high-level involvement in the annual process of setting and reviewing the institute’s strategy and budget and through approval of significant new policies.

5. In addition, council reserves to itself a number of specific powers and authorities, set out in Annex 3, relating to its membership and proceedings and key Institute appointments.

6. The conduct of council business is subject to formal Standing Orders: see Annex 4.

7. The procedure for obtaining formal decisions out of committee, set out in Appendix 6.1, applies mutatis mutandis to the council.

Institute committees

8. On practical grounds, council delegates much of the Institute’s business to committees, which have specific responsibilities. Key functions of the committees are:

to maintain contact with the membership
to draw on members’ specialist expertise
to apply the principle of peer judgement when setting rules with which members must comply and considering breaches of the rules
to discharge certain public interest responsibilities.

9. Save in the professional conduct area, responsibilities are delegated to committees under the terms of Principal Bye-law 49(a). Council imposes conditions on such delegations, including approval of the purpose and specific responsibilities of each committee, and may at any time revoke or withdraw any of the delegations.

10. Committees are ‘standing’ bodies with a permanent function. They may not be established or dissolved without the approval of council. They should have a regular programme of meetings (at least one every year) but otherwise may meet and regulate their proceedings as they think fit (Principal Bye-law 49(c)).

11. A committee may arrange for elements of its work to be carried out by a sub-committee or person or persons (Principal Bye-law 49 (b)). It cannot further delegate to another committee.

Co-ordination of committees’ work

12. It is fundamental to good management of the Institute, and important for its reputation, that the work of the committees is carefully coordinated to avoid the risk of waste and inconsistency in the development and presentation of policies and processes.

13. Council therefore requires committees to work within the following framework of rules:

council must approve the establishment, dissolution, responsibilities and composition of committees, and any delegation of powers to them, (unless specifically provided otherwise in the bye-laws).
all committees must work within a structure of accountability, reaching ultimately to council, which is designed to ensure that the interests of the membership as a whole are fully considered and that decisions taken are consistent with the Institute’s strategy.
with the exception of the quasi-judicial committees when discharging functions prescribed for them in the disciplinary bye-laws or otherwise when considering individual cases, all committees’ decisions are subject to review and amendment by the committee to which they are accountable or by council
committees must ensure that other committees which have an interest in a topic under consideration are kept informed and consulted appropriately
to ensure consistency in the presentation of Institute policies, committees with a representational role must clear their lines with the director of communications before making public statements.

Membership of committees

14. In accordance with Principal Bye-law 49(a), the membership of committees need not comprise only members of the council.

15. Except where committee memberships are subject to election or appointment or are otherwise ex officio, the appointment of members to Committees, including the appointment of chairmen and vice-chairmen, is the responsibility of the Nominating Committee.

16. In establishing a committee, council will also (other than in relation to the Investigation, Disciplinary and Appeal Committees which are subject to the disciplinary bye-laws) specify a minimum and maximum number of members and any specific membership requirements. Membership of a committee is normally for a term of two years renewable up to a maximum of six years, unless a business case can be made for longer service (terms are for three years in the case of the quasi judicial committees, renewable in special circumstances for a third term)

17. Removal of members from a committee is subject to the approval of the Nominating Committee. In the case of the Investigation, Disciplinary and Appeal Committees, the council has made regulations dealing with removal of members from office.

18. In line with the requirements relating to membership of council (Principal Bye-laws 37 and 37A), a member shall stand down from membership of a committee if an adverse finding, other than a finding of a prima facie case with an order that no further action be taken, is made against him under the Investigation and Discipline Scheme or the disciplinary bye-laws. No member shall be eligible for election or appointment to a committee if within a period of 10 years prior to election or appointment such a finding is made against him.

19. A complete list of committee members is at Annex 5. (Excluding sub-committees and working groups, which have no formal status separate from that of the committee they serve.)

Responsibilities and requirements of committees

20. All of the committees are subject to the general duties and procedural requirements set out in Annex 6, other than the quasi judicial committees which act independently.

21. Additional specific responsibilities of each of the committees, their composition, and any delegations from council are set out in Annexes 7-12.

Institute office-holders

22. The Institute office-holders have no executive powers by virtue of their office, other than in relation to those procedural matters set out in the principal bye-laws. The role of the office-holders is set out in Annex 14.

Committee Chairmen and Secretaries

23. Guidance for Chairmen on their responsibilities and the conduct of committee business is set out at Annex 15. Chairmen have no executive powers by virtue of their office separate from those of the committee.

24. The chief executive will appoint a secretary to each committee. The committee secretary will advise the chairman on procedural matters and will deal with associated administrative matters including the preparation and circulation of agendas and minutes. Guidance for committee secretaries is set out in the Supplement to the Scheme (Annex 17).

Senior staff

25. Standing delegations to the chief executive are set out in Annex 16.

Conflict with Charter and bye-laws

26. In the event of any conflict between anything in this Scheme of Delegations and the Royal Charter and bye-laws, the provisions in the Charter and bye-laws will prevail

Annex 8 (Currently being updated)

Advisory Boards

Appendix 8.1 (Currently being updated)

Review Group

Appendix 8.2 (Currently being updated)

Advisory Boards - constitution and terms of reference

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