A Solid Foundation for Management Oversight
Board of directors
The Institute’s Board comprises entirely non-executive directors. Non-executive directors or past presidents chair all four committees of the Board.
The Board and its committees operate in accordance with a Charter. These Charters are reviewed annually to ensure alignment with the Institute’s strategic objectives.
The Board meets at least seven times a year for scheduled meetings, and has the facility to meet without the chief executive (CEO) if required. The Board is committed to holding at least two of these meetings interstate, with the balance held at the Institute’s head office in Sydney. A register of disclosures for each director is tabled at every Board meeting.
The Board and management establish a three-year strategic plan and corporate strategy, and detailed annual business plans are established to set the priorities, direction and performance targets for the organisation.
Day-to-day management of the organisation’s affairs and implementation of corporate strategy and policy initiatives are the responsibility of the CEO and management.
Chief executive
The CEO’s responsibilities include advising the Board on strategic direction, ensuring business activities are in alignment with the Institute’s strategic plan, ensuring the organisation conducts its affairs within the law, and keeping the Board informed of all major business proposals and developments through regular reports.
Board composition
The Board comprises seven members, who are elected by Chartered Accountants on regional registers. Up to four additional members can be Board-appointed. Directors serve a maximum of two terms of three years each. Each year the Board elects a president and deputy president.
All directors must comply with the Board’s code of conduct and the accompanying guidelines. This code covers issues such as the requirement to act in good faith, duties of due care and diligence, conflict of interest, issues of improper use of power and information, independence, confidentiality and the obligation to uphold the law.
Board meeting attendance
Board committees
There are four committees of the Board, membership of which comprises directors, the CEO and past presidents. There are a further three advisory committees, six regional councils and five overseas member groups which report to the Board. These committees meet regularly throughout the year.
Attendance at the Board’s audit, governance, nomination and executive review committees
Indemnification and insurance for directors and officers
The Institute’s by-laws provide for an indemnity to each person who is or has been a director, councillor or committee member or officer against any liability which results from any act or deed done in the discharge of the individual’s duties.
The Institute’s insurance policy serves to indemnify the directors, councillors, committee members and officers against liabilities for costs and expenses incurred by them in defending legal proceedings arising out of the performance of their normal duties for the Institute.