ICSA is incorporated and governed by Royal Charter. Royal charters are awarded to bodies that work in the public interest and which can demonstrate pre-eminence, stability and permanence in their field. ICSA’s Royal Charter was granted in 1902 and continues to signal the vital role that we play in developing and supporting governance professionals. Members who complete their professional qualifications can style themselves as ‘chartered’ – a by-word for professional competence.
As a chartered body, ICSA is not directly subject to the laws and codes of practice relating to companies. Instead our constitution, governance and operational arrangements are set out in our royal charter and byelaws. As best practice, we voluntarily apply the provisions of the UK Corporate Governance Code in preparing our annual report and accounts where it is reasonable to do so.
Management of ICSA is vested in the Council which comprises members elected by ICSA members living in the UK, Republic of Ireland and Associated Territories (UKRIAT), and by ICSA members living in each of the divisional territories (or by their Divisional Committees) with Council membership being awarded on a proportionally representative basis depending on the number of members in the territory. Up to two of the most recent Past Presidents who are eligible and willing to be members of the Council also serve in an ex-officio capacity.
The Council has designated the following territories as divisions: Australia, Canada, China (including Hong Kong), Malaysia, New Zealand, Singapore, Southern Africa and Zimbabwe. Management of ICSA’s affairs in the divisions has been delegated to Divisional Committees.
The UKRIAT Committee is made up of members elected by ICSA members living in the UK, Republic of Ireland and the Associated Territories. Associated Territories are countries where members reside and are administered by the UKRIAT Committee at the date of adoption of the existing byelaws. ICSA’s affairs in the rest of the world, excluding UKRIAT and the divisions, will be managed by the Council.
ICSA's Royal Charter was granted in 1902 and has been subject to a number of revisions over the subsequent years. ICSA's byelaws were revised and updated in 2015 and passed by Her Majesty's Privy Council on 20 January 2016.
Governance of ICSA in the United Kingdom, Republic of Ireland and Associated Territories (UKRIAT) is managed by the UKRIAT Committee and its sub-committees.
The UKRIAT Committee manages the affairs of the Institute and controls all assets, liabilities, income and expenditure of the Institute in or related to the UK, Republic of Ireland, Associated Territories, Channel Islands and the Isle of Man. The Committee is composed of:
Any UKRIAT member on the Council elected to Honorary Office (of the Institute as opposed to the UKRIAT region or Division) by the Council;
The two most recent Past Presidents of the UK or UKRIAT Committee if they are willing and able to serve;
Those members elected to the Committee by the members in UKRIAT such number to be determined by the UKRIAT Committee from time to time having due regard to the effectiveness and operating costs of the Committee.
The Oversight Committee is responsible for supervising the overall management and administration of the Institute within UKRIAT. It monitors and reports on the implementation of policies, plans and budgetary performance to the UKRIAT Committee.
The Oversight Committee recommends to the UKRIAT Committee the appointment of the Chief Executive, remuneration issues and any subsequent actions it has authorised the Chief Executive to take in support of agreed policies and plans. It is chaired by the UKRIAT President and is composed of the Immediate Past President, the Vice-Presidents, and the chairman of the Audit & Risk Committee.
The Audit & Risk Committee helps the UKRIAT Committee meet its responsibilities with regard to financial systems and controls including regulatory and statutory compliance, risk management, and ethical standards.
The Committee is composed of members of the UKRIAT Committee, one of whom shall be the Chairman of the Committee. At least one member of the Committee shall have recent, relevant financial experience.
The Qualifications Committee is responsible for advising the UKRIAT Committee on all aspects of professional education and development within UKRIAT. The Chairman is appointed by the UKRIAT Committee from its membership. The Committee is composed of other members on the basis of their experience, including in the wider education community.
The Membership Committee is responsible for recommending candidates to the UKRIAT Committee for admission to membership. The Chairman is appointed by the UKRIAT Committee from its membership and the Committee is composed of a minimum of four other ICSA Fellows.
The Nomination Committee is responsible for the nominations for Council elections and the nomination of UKRIAT Honorary officers.
The Committee is composed of the UKRIAT President, the Immediate Past President, one Vice-President and three UKRIAT Committee members. The UKRIAT Committee appoints the committee chairman who shall be either the President of the UKRIAT Committee or the Immediate Past President.
ICSA has three Council Committees and nine Divisional Committees which direct and oversee its governance.
The Council is responsible for all matters set out in the Charter and byelaws, particularly those under byelaw 44.1. The Council manages the Institute’s business including oversight of the Divisional Committees, and setting and maintaining the qualification standard required for being a member.
It is composed of up to two of the most recent Past Presidents, and Fellows elected to the Council by each Division, the number of which is determined according to the number of members in a division.
The Executive Committee is responsible for overseeing the long-term strategic plans developed under the leadership of the President and agreed by the Council. It also makes recommendations to Council on the annual business plan and annual budget.
It is composed of the honorary officers of Council plus the Chairman of the PSC as well as one other member of the Council co-opted by the Committee.
The Nomination Committee is responsible for nominating the next President and any Vice-Presidents for Council’s approval. It is made up of the current and Past Presidents serving on Council.
The Professional Standards Committee maintains the international professional standard for qualification as a chartered secretary. It is a standing committee of the Council. The President and immediate Past President are members of the committee. Other members are selected for their professional and academic expertise.
Outside the UK, Republic of Ireland and associated territories, ICSA is organised into 8 divisions: