About the Council | Terms of office | Role of Council | Directors' role
Nominations are hereby invited for three elected directors for the Chartered Institute of Internal Auditors. The date of taking office will be with effect from the Annual General Meeting in October 2022 for a term of office of up to three years.
If more than three candidates are nominated for the post, a ballot of all voting members will be conducted.
Click here to access the Candidates page, where you'll find details of how to complete/submit a candidate statement, candidate agreement and nominations form.
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 of 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:
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 they are in this position.
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, who must be voting members, are nominated by the Council and appointed by the membership at the Annual General Meeting.
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 Chair of the Council), the Deputy President, and the Chair 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.
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:
The members of the Chartered IIA Council have overall responsibility for the affairs of the Chartered IIA.
Directors are expected to:
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:
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 the code of conduct policy
Council meets approximately four times each year. The majority of these meetings are virtual but Council will meet in person at least once a year but there is the option to join virtually. Meetings are during working hours and usually last between two and three 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.