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Members and Council

Information on the powers retained by Members and Council.


The Charter provides that certain matters may only be approved by members of ICAEW at the Annual General Meeting:

1. the making, rescision or variation of any bye-law (Charter Clause 15(a));
2. the alteration and amendment of, or addition to, the Supplemental Charter (Charter Clause 17);
3. the choosing of a member present at a meeting of ICAEW to be the chair of the meeting in the absence of the President, Deputy-President and Vice-President and the unwillingness of any member of the Council present to take the chair (Principal Bye-law 14);
4. the rates and types of fees and subscriptions payable by members under the bye-laws (Principal Bye-laws 28 and 31);
5. the removal of a member of the Council from office before the expiration of their period of office (Principal Bye-law 39);
6. the annual appointment of an auditor of ICAEW (Principal Bye-law 62);
7. the removal of any ICAEW auditor before the expiration of their period of office (Principal Bye-law 65).


Council is responsible for the management of the affairs and business of ICAEW (Charter Clause 2(a)). Council has also delegated many of these powers, in accordance with Charter Clause 2(b) and bye-law 49(a) to the Board and other Committees.

Powers of Council

1. Consideration, review and approval of the overall ICAEW Strategy, including the ICAEW budget.
Every year at the December Council, Council receive from the Board the final Operational Plan and Budget for approval. Once Council approve the Plan and Budget, it is for the Board to develop, supervise and implement.

2. Scrutiny of policies, policy changes and budgets in support of the ICAEW Strategy.
Council does this by scrutinising new policies that are referred to it by the Board that may be particularly sensitive to the membership.

3. Upholding the Public Interest and holding the Board to account in support of the ICAEW Strategy.
ICAEW upholds its public interest remit via the ICAEW Regulatory Board. Council holds the Board to account through the scrutiny of the Board’s activities through receipt of reports and updates from the Chief Executive, the Board minutes, the Elected Members of the Board and a quarterly review of the Board Priorities and the Operational Plan.

4. Representation and articulation of the views of the profession.
Members of Council and of ICAEW Committees are there to represent the profession through the collective views and to provide a two-way communication channel between ICAEW and their constituents.

5. The approval of schemes for the granting of diplomas, certificates and other awards (Charter Clause 1(b)(vii))
This is through a Board recommendation for Council approval.

6. The granting of honorary membership (Principal Bye-law 4A).
This is through the receipt of a citation for Council approval.

7. A) The making and amendment of regulations relating to elections to Council (Principal Bye-law 33).
B) The co-option of members to Council (Principal Bye-law 36).
C) The appointment of ex officio members of Council (Principal Bye-law 36B).
These are through recommendations put forward by the Nominating Committee for Council approval.

8. The appointing annually from amongst its number of a President, Deputy-President and Vice-President and the filling of any vacancy in any of these offices (Principal Bye-law 43); and their removal from office (Principal Bye-law 43A).
This is through the Procedures for Election of Vice-President.

9. The appointment annually from amongst its number of a chair of its meetings and, in the absence of the appointee from one of its meetings, the appointing of one of its number to be chair of the meeting in question (Principal Bye-law 45).
This is through the Procedures for the Election of Chair of Council.

10. The annual appointment of an auditor of ICAEW and the appointment to fill a vacancy or the replacement of an auditor removed by ICAEW (Principal Bye-laws 62(c) and 65).
This is through a recommendation provided by the Audit Committee for Council to recommend to the members at the AGM.

11. The appointment of the Investigation, Disciplinary and Appeal Committees (paragraph 1(1) of the Schedule to the Disciplinary Bye-laws).
This is delegated to the Regulatory Appointments Panel, a sub-Committee of Nominating Committee.

12. The appointment of Chairs and Vice-Chairs of the ICAEW Committees.
This has been delegated to Nominating Committee except for the Chair and Vice-Chair of the Audit Committee. The Chair and Vice-Chair of committees who are elected are appointed by the Committee in question.

13. The election of the Chair of Council, three elected members of the Board and two members of the Nominating Committee (election procedures).
The elections are carried out as prescribed in the election procedures.