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.
Boards and Committees ('The Committees')
Each Committee has Terms of Reference that set out the specific delegations conferred to that Committee.
1. Council approve the establishment, dissolution, responsibilities and composition of Committees that directly report to it, and any delegation of powers to them (unless specifically provided otherwise in the bye-laws).
2. 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 Committee decisions (other than those decision making powers specifically delegated to them) are subject to approval by their parent Committee.
3. Members and staff appointed by or on behalf of the Council to offer ethical advice to members will not be under a duty to report information received by them in confidence from members seeking such advice, subject only to the requirements of the general law which apply to all citizens. The same exemption applies to members of the Support Members Scheme registered with the Ethics Advisory Services. (Code of Ethics, Para 25)
4. If any dispute arises between ICAEW and the District Societies (DSs) which cannot be resolved in the first instance by the intervention of the Members Board and Director, Members, then it is recommended that the DS should take their concern to the Office-Holders and Chief Executive. If the matter still cannot be resolved the DS may refer the matter to Council for decision.
5. Committees must ensure that other Committees which have an interest in a topic under consideration are kept informed and consulted appropriately. On items of new policy, the sponsor of the paper should ensure that they consult with all relevant Committees prior to submission of the paper.
6. To ensure consistency in the presentation of ICAEW policies, Council and Committees are not to make public statements unless they have consulted beforehand with the Director of Communications and Brand. Such statements to be made via the media relations team.
7. Committees should take account of inclusion and diversity with respect to their activities.
8. In co-operation with their parent Committee, Committees are asked to formally review their structure and membership each year as part of the Committee review process.
9. The establishment and dissolution of a Committee and any amendment to its Terms of Reference require the approval of the Committee’s parent committee. Minor administrative changes such as additions or deletions to words that do not change the responsibility or the remit of the Committee may be made by the Secretary of that Committee, subject to all amendments requiring consultation with the Executive Office of such proposed changes. For our subsidiary companies, where the shareholder is ICAEW, the parent committee is the ICAEW Board, with any company secretarial matters carried out by the Executive Office.
10. The process for the approval of a Memorandum of Understanding (MoU) is as follows:
- An MoU light: That is an agreement that enables ICAEW and a partner body to enter into discussions around potential areas for future collaboration but contains no or very limited financial or operational responsibilities for either party. Approval is delegated to the responsible Executive Director (to approve signing of this form of agreement and reported to further committees and boards to note.
- An MOU heavy: That is an agreement which offer Credit for Prior Learning (CPL) to a partner body and can, in some circumstances include fee waivers and other financial implications for ICAEW or set out a route into ICAEW membership. These are approved at departmental Management Team level with final approval being sought from the, Executive Director, LPD and Finance Director and Members Registrar . These MoU’s are also reported for information to the Chief Executive and Executive Committee, LPD Board and Institute Board.
Access to information
This section establishes clear lines of demarcation to distinguish information which is made available to Active Members on Council and Committees from information which may not be disclosed on the grounds of being confidential. This is to ensure that mutual trust is maintained between ICAEW, its members firms, regulators, employees and stakeholders.
1. Individuals may have access to information provided this is both relevant and necessary to perform their role. In the case of staff, relevance is determined by the line manager. In the case of Active Members on Council and Committees, the President will make any final determination following consultation with the Chair of Council and the Chief Executive.
2. Access is restricted where necessary due to the following circumstances:
- Personal information and data may only be used in accordance with the terms for which it was supplied. This is a requirement of the Data Protection Act.
- Data and information on member firms is not shared where that information is considered to be commercially sensitive to the firm.
- Information collected or produced as part of a quality assurance review, complaint or disciplinary case against an individual member or member firm.
- Information provided as part of a contractual arrangement that includes clauses on confidentiality or non-disclosure cannot be shared outside of that agreed in the relevant terms.
- Information shared by a third party e.g. government or regulator, where retaining confidentiality was stipulated at the point of sharing or exchange.
- Details of any legal opinion obtained by ICAEW will not be shared where disclosure could mean the right of legal privilege will be lost.
- If responding to a request would place an unreasonable burden on ICAEW resources at the expense of other activities.
- Minutes may be restricted due to commercial sensitivities.
- Any other matter that the President, Chief Executive or Chair of Council may determine.
If any request cannot be fulfilled due to these restrictions, the reason(s) why will be clearly communicated.
3. Information requests should be clear about what the true purpose of the request is to ensure that the information provided is appropriate and complete. This should include clarification of how the information is proposed to be used.
4. Due respect will be given to the appropriate Board or Committee responsible for an ICAEW activity in line with the delegations set out in the Charter, the bye-laws and the individual Committee Terms of Reference as approved by Council. In practice this means that a concern about how an activity is being operated should be raised through the appropriate Committee Chair to allow the relevant Committee to fulfill its responsibilities and be accountable for the outcome.
5. Information provided is confidential to ICAEW and the person to whom it is provided. This information may not be shared unless explicitly agreed.
Quorum and term of office
This section looks at quorum and the Committee term of office.
Each Board and Committee should have a quorum of three unless additional special requirements are set out in its Terms of Reference or constitution and should follow principles below for maximum number of members.
Observers may attend the meeting but only at the consent of the Chair. Observers have no voting rights. If there is equality of votes, the Chair will have a casting vote.
|ICAEW Board and Departmental Boards||Up to 20 members|
(Committee of Council, Audit, Nominating and Remuneration Committees)
|Up to 10 members|
(Other Principal Committees excluding quasi judicial professional conduct and regulatory Committees (which operate either in accordance with the provisions of the Disciplinary Bye-laws or with other statutory requirements) and faculties (which operate to their own constitutions))
|Up to 20 members|
Membership of a Committee is normally for a term of two years, renewable up to two times (i.e., up to a maximum of six years), unless a business case can be made for longer service.
For the ICAEW Regulatory Board and quasi-judicial Committees, the normal term of office is for three years, renewable once (i.e., up to a maximum of six years), renewable in special circumstances for a third term.
If a conflict of interest, whether real or perceived, arises due to membership of more than one committee, then the expectation is that the member will resign from one or more committees as appropriate.
There should be a 12-month gap between completion of service on a representative committee and taking up a regulatory committee role.