Information on procedural matters and points of order during meetings.
Council and Committee meetings usually take place in Chartered Accountants' Hall, London at least four times per year, unless stated otherwise in the relevant Terms of Reference.
Meetings may operate through online communication and video or telephone conference or personal calls. A dedicated section of the Active Members website may also be established, together with an online community, available to all members.
If neither the Chair nor Deputy Chair are in attendance, then members may choose from amongst themselves a member to Chair the meeting.
Matters can also be decided out of meeting. Appendix 3.2 describes the authority and procedures necessary to make a decision out of meeting. This procedure is to be used only in exceptional circumstances. Even when used in most cases we would expect papers to be submitted to all the members of the Committee for decision out of meeting.
Members of Council are responsible for providing an accurate and fair representation of Council decisions, and to behave in a manner that maintains and enhances the image of the Council. They are asked to refrain from public criticism of fellow active members, employees, Council members, decisions of Council, or Council’s policies and practices. They must also refrain from public comment on behalf of the Council.
Declarations of interest
Members are asked annually to declare any interests they may have to the Executive Office through the declaration of interests form. Members are also asked to declare any new interest in items on the agenda at each meeting.
Consultation between different Committees
Each Committee has rights of audience at another committee, subject to the consent of the Chair.
Agendas and reports will be sent to all the members at least 7 calendar days before the meeting. At least 10 working days’ notice will be provided for each meeting together with an Agenda. Minutes of each meeting will be circulated no later than 10 working days thereafter, subject to Chair approval.
The Chair may, in their discretion, vary the order of business so as to give precedence to any report or other matters.
1. Agendas for meetings of Council shall, where appropriate, be divided into two parts:
- open (the agenda for which will be printed on white paper)
- confidential (yellow paper and or marked as confidential)
2. Members of ICAEW, representatives of the media, and the general public shall be admitted to meetings of the Council to the limit of the accommodation available when the open agenda is under consideration, but not otherwise and shall be entitled to a copy of the open agenda only.
3. Members of Council or any Committee shall not disclose any confidential item, or the content of any debate on a confidential item (other than those outlined in the Active Member Council summary), to a third party without the permission of the President, Chief Executive and Chair.
Procedures for the designation of business as confidential
Chapter two dealt with access to information. This section deals with how information may be used once received and the marking of information as confidential in meetings.
1. At all times staff try to be as transparent and fair as possible in all our dealings with members. However, there are times where for commercial, competitive, legal or sensitive reasons, it necessary to ensure certain correspondence remains confidential.
2. Council has resolved that the following guidelines should be adopted when designating business as confidential for the purposes of Council, Board, Committee, Sub-Committee and Faculty (referred to hereunder as 'Committee') meetings. Where decisions are being taken on public interest matters at least one of the primary means of openness (open meetings, independent representation) must be satisfied.
3. The presumption must always be that items will be considered in open session unless there are good and specific reasons for the contrary.
4. Business shall be designated as confidential if it is, in the opinion of the Director and/or Secretary in consultation with the Chair of the meeting as appropriate, in the ICAEW’s interest for this to be done on one or more of the following grounds:
- that disclosure might prejudice the Council's or Committee's position in negotiations;
- that disclosure would reveal confidential policy advice prepared for, or other information supplied in confidence to, Council or a Committee;
- that disclosure of spending estimates for a specific item might benefit a contractor or supplier;
- that disclosure might prejudice the proper confidentiality of the examination, or the investigation and disciplinary, or regulatory, processes as they relate to individual cases;
- that disclosure might reveal confidential information relating to a person or business or organisation or relating to the financial or commercial position of ICAEW;
- that disclosure would give access to information or files on individuals, such as Chartered Accountants, trainee Chartered Accountants, employees of ICAEW and complainants and/or which would otherwise infringe personal privacy;
- that disclosure of an employee's salary or conditions of service or disciplinary action to be taken against an employee would infringe personal privacy;
- that disclosure might run a libel, slander or contempt risk;
- that disclosure might prejudice commercial confidentiality;
- that there is other sufficient reason (which shall be declared) for the designation of business as confidential.
5. The reason or reasons for the designation of business as confidential shall be included in the report in question. Where appropriate, confidential items will be marked ‘confidential until after the meeting’ or ‘confidential both before and after the meeting’.
6. Business may also be designated as confidential where the information relates purely to the internal affairs or business of ICAEW, or where disclosure of preliminary options and/or discussions on policy matters are in the opinion of the Chief Executive or Executive Director sensitive, and could pre-empt decisions or could result in premature publicity for courses of action that may not, in the event, be followed.
7. Final determination on marking an item as confidential rests with the President, Chief Executive and Chair.
The draft minutes of each Council meeting will normally be posted on the Council site.
An Active Member summary outlining items discussed at Council that may be shared will be produced following each Council meeting. This is posted on the Active Member website.
The proceedings of meetings may be recorded for the purpose of preparing the minutes of the Meeting only. No member of Council shall have the right to a transcript of the whole or part of any meeting or to a copy of the tape of any meeting.
Conduct of members in the meeting
The proceedings at Council are more formal than in other Committees. The procedures outlined may not follow those for Committees but can be used as a guide for those that administer them.
If at a meeting any member, in the opinion of the Chair, misconducts themselves by persistently disregarding the ruling of the Chair or by behaving irregularly, improperly or offensively, or by wilfully obstructing the business of the meeting, the Chair or any other member may move ‘That (the Member named) be not further heard’, and the motion, if seconded, shall be put and determined without discussion.
Continuing misconduct by a Named Member
If the member named continues with misconduct after a motion under the foregoing paragraph has been carried the Chair shall:
I. EITHER move ‘That (the member named) do leave the meeting’ (in which case the motion shall be put and determined without seconding or discussion);
II. OR adjourn the meeting for such a period.
Content of speeches
The Chair may warn a member for irrelevance, tedious repetition, failure to address the Chair, unbecoming language, or reflections of a personal character on another member. If the member disregards the Chair, the Chair may order them to end the speech and, if the Chair considers it necessary, order the member’s removal from the Chamber or suspend the sitting for a specified time.
Information on moving recommendations and how to table amendments to a resolution.
The Chair shall, call upon the Chief Executive, Executive Director or other senior staff member in charge of the report, to introduce the item with the support of the Chair, or other member, of the relevant Committee as appropriate. The staff member, Chair or other member shall first consider any points raised by members in the debate on that report. At the conclusion of the debate, the Chair shall move any recommendations contained therein.
The staff member or member in charge of the report shall have the right of reply to any amendment moved to a recommendation contained therein or to any comment or question raised in debate on the report.
Moving of amendments (see Appendix 3.1)
The mover must read an amendment before they speak on it. No member shall move more than one amendment upon the same subject. Every amendment must be seconded. A member intending to move an amendment shall declare their intention and read the amendment when opening their speech in order to ensure an allowance of ten minutes. If they fail to declare their intention, time shall be limited to five minutes.
Relevance of amendments
An amendment shall be relevant to the motion and shall be either:
a. to refer a recommendation or a subject of debate for consideration or re-consideration by a Committee;
b. to leave out words;
c. to leave out words and insert or add others; or
d. to insert or add words.
Order of amendments
a. Only one amendment may be moved and discussed at a time and no further amendment shall be moved until the amendment under discussion has been decided. A member may give notice of their intention to propose a further amendment.
b. If an amendment is not carried, other amendments may be moved on the original motion. If an amendment is carried, the motion as amended shall take the place of the original motion and shall become the motion upon which any further amendment may be moved.
c. If an amendment is carried to a recommendation in the report, the mover of the amendment shall have the right to reply if any further amendment is moved to that recommendation.
Mover of motion - right of reply
The mover of a motion has a right to reply at the close of the debate immediately before the motion is put to the vote. If an amendment is moved, the mover of the original motion shall also have a right of reply at the close of the debate on the amendment, and shall not otherwise speak on the amendment. The mover of the amendment shall have no right of reply to the debate on their amendment. The mover in the reply shall introduce no new matter.
Time limit for speeches; recommendations and amendments
The Chair or other member moving a recommendation or the mover of an amendment shall not speak longer than ten minutes, and any subsequent speaker shall not speak longer than five minutes, without the consent of the Chair.
A member when seconding an amendment may, if they declare their intention to do so, reserve their speech until a later period of the debate but must signify their desire to speak before any right of reply is exercised by the Chair or other member moving a recommendation or the proposer is called on to reply.
Time limit for speeches: other matters
A member speaking on any other matter shall limit their speech to five minutes.
Time Limit for consideration of Committee reports
When a recommendation has been under consideration for the period of one hour the Chair may, at their discretion, forthwith put from the Chair the question whether such recommendation and any amendment thereon, shall be put to the vote. If the vote decides in the affirmative, the recommendation or the amendment shall immediately be put to the meeting without discussion. If the Chair does not think fit to put any such question, or in the event of any such question having been put and the matter not decided, the debate shall continue for such period of time as the Chair shall decide.
A member may move without comment at the conclusion of a speech of another member ‘That the [meeting] proceed to the next business’, ‘That the question be now put, That the debate be now adjourned’, or ‘That the [meeting] do now adjourn’, on the seconding of which the Chair shall proceed as follows:
a. On a motion to proceed to the next business: unless in their opinion the matter before the meeting has been insufficiently discussed, they shall first give the mover of the original recommendation a right of reply, and then put to the vote the motion to proceed to the next business;
b. On a motion that the question be now put: unless in their opinion the matter before the meeting has been insufficiently discussed, they shall first put to the vote the motion that the question be now put, and if it is passed then give the mover of the original recommendation or amendment their right of reply before putting the recommendation or amendment to the vote; and
c. On a motion to adjourn the debate or the meeting: if in the Chair’s opinion the matter before the meeting has been insufficiently discussed and cannot reasonably be sufficiently discussed on that occasion, the Chair shall put the Adjournment Motion to the vote without giving the mover of the original recommendation or amendment a right of reply on that occasion.
Other business and formal questions
This procedure for raising items of ‘other business’ and formal questions (i.e. issues that are not covered by reports on the agenda) ensures that members are able to discuss issues of concern in a structured way and to receive proper responses (for example, where information is not immediately to hand or where research is required). It has no effect on the right of members to raise questions and make observations on reports.
Items of ‘other business’ and questions (‘items’) must relate to a matter concerning ICAEW or the profession.
Members should normally notify items to the Secretary of the meeting prior to the meeting at which the meeting is to consider them and preferably in writing. The Secretary to the meeting will in turn notify those concerned. Questions should normally be addressed to the Chair.
It is helpful, where a member wishes to raise an item under the second paragraph above, if s/he submits it in time for its inclusion in the papers circulated to all members (i.e. by no later than the Monday of the week before the meeting). If this is not possible, it is still helpful if the member submits the item no later than two days before the relevant meeting (i.e. by no later than the Monday before the meeting) to permit the distribution of copies of the item at the meeting.
If a matter is urgent and arises after this deadline, the member should give as much notice as possible of the intention to raise it. In any event, the member must normally so notify the Secretary to the meeting before the meeting commences. The Chair may, at their discretion, permit items at the meeting which members have not previously notified in accordance with these guidelines.
The Chair will decide whether items submitted under this procedure in the confidential or open session of the meeting, where appropriate. Members should raise only in confidential session any item not notified before the meeting at which it is to be considered.
At the meeting, the Chair will allow, as far as practicable, sufficient time to consider the item. The member raising the item may introduce it (normally no longer than 3 minutes). Where the item is an item of ‘other business’ the member will have a right of reply at the end of any discussion, or, where the item is a question, the right to ask one supplementary question. The Chair shall have the overriding right to speak at the close of the discussion on any item, or to nominate a member of staff or of the meeting to speak.
Any item that is unable to be dealt with either in the time available or because of the need to refer a matter to a staff member or to a Committee or Committees for consideration, will:
a. be considered at the next or subsequent meeting; or
b. be dealt with, with the agreement of the member who submitted the item(s), by a written answer which will be circulated to all members and included in the minutes.
Where, in the opinion of the Chair, the cost of research needed to provide a complete response to a complex issue is not justified, a limited answer will be given. The Secretary will inform the member raising the item accordingly.
Members may ask the Secretary to circulate any supporting paper(s) for their item with the agenda, provided they have given sufficient written notice.
The Chair may, in their absolute discretion, rule that an item should not be considered at the meeting nor, circulated except in an amended form. This may be, for example, for legal or constitutional reasons or because it is personally sensitive to a member or because, in the judgement of the Chair, it would be unwelcome that the question should be answered.
A member may, occasionally, prefer to submit a written item for written response only, rather than raise it personally at a meeting. In submitting the item, s/he should indicate that this is the case and the Secretary will circulate the item, together with the written response, to all members of the meeting for information.
The ruling of the Chair on the interpretation of any matter relating to these procedures at any meeting shall be final.