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Information on procedural matters and points of order during meetings.

General meeting information

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.

Meeting papers

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.

Meeting Minutes and Active Member Summary

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.