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This Governance Handbook is a reference source for all Active Members. This is any individual acting on behalf of ICAEW and who is not a member of staff carrying out duties for the ICAEW under the agreed Governance Framework. This can include both Active Members that are members of ICAEW and Lay Active Members (ie, Active Members who are not members of ICAEW).

This section looks at

  • Chapter 1 of the Governance Handbook
  • The governance framework of ICAEW
  • The processes and procedures which underpin how ICAEW operates

Our governance

Our governance structure

ICAEW governance structure chart, March 2023
  • Council

    The powers of Council are set by the Charter. Council is ultimately responsible for ensuring that ICAEW meets the objects set out in the Charter.

    Council members have three distinct roles:

    • The Representative Role
      Ensuring the views across our profession are heard in helping to set the strategy;
    • The Holding to Account role
      Upholding the public interest and holding the Board to account for the delivery of our strategic priorities;
    • The Approvals role
      Approving annually the Operational Plan and Budget and satisfying itself that our Principal Risks are being addressed by the Board.

    Composition of Council

    Council consists of up to 125 Members that reflect the depth and breadth of the membership.

    Council is made up of the following:

    • Up to 85 elected Members (Bye-law 32)
      Elected from geographical constituencies.
    • Up to 25 Co-opted Members (Bye-law 36)
      To provide seats for members with specialist skills and to ensure we have the appropriate balance of representation.
    • Up to 15 Ex-Officio members (Bye-law 36A and 36B)
      A selection of Council Members are appointed by virtue of other elected positions they hold. These are the three Office-Holders and two Past Presidents. Seven Faculty Chairs, one Student Council Chair and one Chair each for the Practice and Business Committees.

    Chair of Council

    At the first meeting of the Council after every annual meeting the members of the Council appoint one of the members of the Council as the chair of Council (Bye-law 45).

    Term of Office and Quorum

    • A term on Council for elected members is four years.
    • For co-opted members the term is two years, renewable up to two times (i.e. up to six years). Ex-officio appointment terms vary with the position.
    • The Quorum on Council is one third of the members present (Bye-law 42).
  • Board
  • Governance Committees

    Council approve the establishment, dissolution and responsibilities of all 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 profession as a whole are fully considered, that ICAEW upholds the public interest and that decisions taken are consistent with ICAEW strategy.

    All Committees are composed of a selection of Members and where appropriate lay representatives, representing the depth and breadth of the profession and the public interest.

    The Committees communicate regularly with each other to ensure matters of interest that are relevant to all are discussed. This is particularly important concerning the ICAEW Regulatory Board to ensure matters are consulted on as appropriate.

    We adhere to the Corporate Governance Code on a ‘comply or explain’ basis, where applicable.

    Committee of Council

    The Committee of Council acts under delegated authority from Council. The Committee meets on an ad-hoc basis, when a contract within its financial limits needs approval, reporting to Council following that approval.

    Audit Committee

    The Audit Committee acts under delegated authority from Council. The Audit Committee is responsible, on behalf of Council, for oversight, assessment and review of external audit, financial reporting, internal controls and risk management and internal audit. The Board receives the minutes of the Audit Committee quarterly. The Audit Committee reports to Council on how it has discharged its responsibilities annually including;

    • providing an opinion to Council as to whether the systems of internal controls and risk management are adequate;
    • the significant issues that it considered in relation to the financial statements and how these issues were addressed; and
    • its assessment of the effectiveness of the external audit process and its recommendation on the appointment or reappointment of the external auditor.

    Nominating Committee

    The Nominating Committee acts under delegated authority from Council dealing with all matters relating to Committee and other appointments to ensure the composition of our governance bodies reflect the diversity, knowledge and skillset of the profession. The Nominating Committee has delegated to the Committee Review sub-Committee to manage the annual review of committee memberships. The Nominating Committee provides a report to Council at each meeting outlining any recommendations for appointments and also provides an update on the Committee review process.

    Remuneration Committee

    The Remuneration Committee reports to the Board and is responsible for all matters relating to staff remuneration and volunteer expenses, reporting to the Board with recommendations as required.

  • Departmental Boards

    Learning and Professional Development Board (LPDB)

    Responsible for overseeing the development of ICAEW’s learning and professional development strategy and policies in relation to: provisional members and other students, Authorised Training Employers and Authorised Training Principals, practising certificate requirements and Continuing Professional Development (CPD) requirements. The Assessment Committee is accountable to the LPDB.

    ICAEW Members and Commercial Board (IMCB)

    Responsible for overseeing the development and implementation of policies, actions and the operational plan in the area of ICAEW member services and ICAEW commercial services.

    Member services are broadly those services provided to members within the annual subscription.

    Commercial services are broadly those offered to members outside of the annual subscription and to non-members on a commercial basis and which generate income.

    The Business Committee, Practice Committee, Ethics Advisory Committee and Support Members Steering Group are accountable to IMCB.

    We also have a number of ICAEW Member communities that are accountable to IMCB.

    Technical Strategy Board (TSB)

    Responsible for overseeing the development of policies, actions and the operational plan in the area of ICAEW technical strategy.

    The seven faculties that provide technical information and services to members report to the Technical Strategy Board.

    There are also seven Committees that report to TSB, each of which has a particular focus on an area of ICAEW technical expertise.

  • Regulatory Board

Please note Chapters 2 and 3 are only available to Active Members (ie, members of Council, Board IRB and departmental Boards and Committees).

Chapter 2: Delegations

This chapter of the Governance Handbook sets out in more detail the powers delegated to the Members at annual and special meetings, Council, the Board and Committees. Please note this chapter is only available to Active Members (ie, members of Council, Board IRB and departmental Boards and Committees).

Chapter 3: The operation of council and committees

This chapter of the Governance Handbook outlines some of the formal administrative procedures of Council outlining how a Council meeting and other Committees operate in practice. Please note this chapter is only available to Active Members (ie, members of Council, Board IRB and departmental Boards and Committees).