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ICSA Announcements March 2016

24 February 2016

Monthly updates from ICSA: The Governance Institute

Member Notice

Annual general meeting 2016 – results

The annual general meeting of the Institute of Chartered Secretaries and Administrators in the United Kingdom, Republic of Ireland and Associated Territories (UKRIAT) took place on Monday 8 February 2016. The meeting was held to transact the following business:

  • Resolution 1 – To receive and consider the annual report and accounts for the year ended 31 July 2015.
  • Resolution 2 – To appoint Moore Stephens LLP as auditors and to authorise the UKRIAT Committee to set its fees.

Both resolutions were passed and the results are as follows:

For Against % For % Against
Resolution 1 818 1 99.88 0.12
Resolution 2 810 6 99.26 0.74


The Governance Institute

We celebrated our evolution to ICSA: The Governance Institute in February. 

If you would like to know more about the changes, visit the ICSA website.

Policy Update

Succession planning

ICSA has responded to the Financial Reporting Council’s discussion paper on UK board succession planning making a number of points, including:

  • Although we believe that there is no significant evidence of shortcomings in succession planning, published examples of good practice would be helpful for companies. 
  • The use of an internally developed matrix can identify the critical skills, experience and leadership attributes needed to deliver the business strategy. 
  • Such a matrix can also include personality type and expected behaviours if a change of boardroom culture is desired, although this should not focus solely on looking for a good ‘fit’ with the existing team, as this can be an impediment to culture change. 
  • We have no evidence that those who challenge are sifted out during the recruitment process. An effective board needs constructive challenge from individual directors and the majority welcome this.
  • A diversity of views is an inherent part of succession planning and that the overwhelming majority of boards recognise that such diversity is essential to their effectiveness.
  • We believe that the UK Corporate Governance Code sets out the roles of the nomination committee and the board clearly and, although the work of the nomination committee is less technical than other committees, we do not think it lacks ‘standing’.
  • Reporting on talent management is also important but can be more difficult as companies monitor and develop people in different ways. Responsibility for talent management does not always sit with the nomination committee but all companies should provide some form of reporting to the board on skills and expertise within the senior management team.

Our full response can be found on the ICSA website and we are grateful to those members and friends who helped with the preparation of our response on this important issue.

We are working with EY on some research into the role of the nomination committee, including succession planning, which will be published in May.

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