Election to Council

About the Council  |  Terms of office  |  Role of Council  |  Directors' role

About the Council

The Chartered IIA is a body incorporated under a Royal Charter. Until 2010 it was a registered company, but in that year it achieved chartered status and the assets, liabilities and members of the company were transferred to the new chartered body.

The role of the directors is set out in the Charter and Byelaws. They are responsible for all aspects for the control and management of the Chartered IIA. The role is akin to that of the directors of a registered company.

Currently the Council comprises a maximum of 15 directors. There may be up to four categories of directors:

  1. Nine Elected directors
  2. Directors at large, of which there shall be a maximum number of five
  3. Co-opted directors, of which there shall be a maximum number of three
  4. The Chief Executive who shall be a Director, by right of office.

Council members (with the exception of the Chief Executive) must not receive payments for work undertaken for the Chartered IIA. Council members must also not be partners or company directors of any organisation that has contracts with the Chartered IIA.  A person will not be eligible for election to Council if he/she is in this position.

Elected directors

Elected directors, who must be voting members, are elected by the voting members to take office following the Annual General Meeting. One third of the Elected directors (i.e. three) are elected each year. 

Directors at Large

Directors at Large, who must be voting members, are nominated by the Council and appointed by the membership at the Annual General Meeting.

Co-opted Directors

The Co-opted directors are appointed by decision of the Council and need not be members of the Chartered IIA.

The President (who also acts as Chairman of the Council), the Deputy President, and the Chairman of the Audit Committee, are elected from the existing directors. They are nominated by the Council and voted on at the AGM by the members.


Terms of office

One third of the Elected directors must retire each year (but can stand for re-election) and the term of office is usually three years.

Directors at Large can also serve a term of up to three years from the date of the Annual General Meeting at which they are appointed.

Co-opted directors must be appointed annually.

Directors have a maximum service of six years and may not serve again until two years has elapsed.

Any previous Council member who has not served for a period of two years will have all previous service disregarded.


Role of the Council

The Council is the governing body of the Chartered IIA and is responsible to the members for managing the business and affairs of the Chartered IIA. Its role is essentially strategic, and operational and day-to-day management of the organisation is delegated to the Chief Executive. In summary, the Council is responsible for:

  • Determining the Chartered IIA’s vision, values and goals
  • Determining the Chartered IIA’s strategic objectives and strategic policies
  • Setting the pace for the Chartered IIA’s current operations and future development
  • Ensuring that the Chartered IIA’s organisational structure and capability are appropriate for implementing the chosen strategies
  • Appointing the Chartered IIA’s Chief Executive and delegating authority to him / her for the implementation of strategies, policies and business plans
  • Monitoring and evaluating the implementation of strategies, policies and business plans
  • Ensuring that internal controls are effective
  • Ensuring accountability to members.

Directors' role

The members of the Chartered IIA Council have overall responsibility for the affairs of the Institute. Directors are expected to:

  • Regularly attend and participate in Council meetings
  • Be members of various Chartered IIA committees
  • Meet with the President and contribute to the review of the Council’s performance
  • Acquaint themselves with the activities of the IIA and be aware of the external pressures and stakeholders seeking to influence the Chartered IIA
  • Represent the IIA and promote the interests of the Chartered  IIA
  • Contribute to the development of the strategic direction of the Chartered IIA
  • Constructively challenge and help develop the proposals put forward by the Chartered IIA management team
  • Oversee the implementation of the agreed strategy and the effective operation of the day-to-day affairs of the Chartered IIA
  • Work with the Chartered IIA management team to help communicate key Chartered IIA activities or initiatives
  • Abide by the Chartered IIA’s Code of Conduct.

Chartered IIA Council members are the equivalent of company directors and have the legal duties and responsibilities that accompany this role. The directors are agents of the Chartered IIA, and as agents, have:

  1. A fiduciary duty of loyalty and good faith. This means that the directors must act in good faith, in what they believe to be the best interests for the Chartered IIA.  Also, they can only exercise the powers conferred upon them for the purposes set out in the Charter (the objects).  Finally, they should not place themselves in a position where their personal or business interests conflict with their duties to the Chartered IIA.
  2. A duty of care and skill. This duty takes account of any particular skill and knowledge that the Director has along with the level of diligence as would be displayed by a reasonable person in the circumstances.

Whereas the powers of the directors are exercised collectively, the duties are owed individually. 

As the Chartered IIA is an incorporated body, this limits the liability for directors. The Chartered IIA also provides directors and Officers Indemnity Insurance for the directors. Liability should therefore only be an issue where a Director has acted negligently and breached either his or her fiduciary duty, or duty of skill and care. Therefore acting honestly, reasonably and with due diligence will protect the Director.

Read a role profile for a Director, showing the essential and desirable attributes

Read the regulations and code of conduct policy


Arrangements for Council

Council meets approximately 5 times each year.  Meetings are during working hours and usually last between three and four hours.  As well as attending the meetings, Directors need to have time to prepare for them, and to read the papers.  Directors are also expected to join at least one committee, which usually meet between four and five times each year.

Expenses are paid for attendance at Council and committee meetings, but this is, otherwise, a voluntary unpaid position.