Background information to revised Corporate Governance of the Institute
Members may be aware that the Board of Directors recently refined our Corporate Governance framework based on the following principles:
1.Enhance member engagement
2.Enhanced efficiency and transparency
3.Align with contemporary practice
The background to these reforms stems from the member consultation process related to the repositioning of our organization undertaken throughout 2010-11.
Main instruments of governance of the IPA from July 1 2011:
- Board of Directors (12 Directors) - the Board holds statutory responsibility for the Institute. The Chief Executive is the Company Secretary.
- National Divisional Council (NDC) - Comprising independent Chair and each State Division President
- Divisional Advisory Committee (Chaired by elected Division President but open to any member to participate
- There are Seven Divisions of the Institute: NSW, VIC, QLD, SA/NT, WA, TAS, ACT. Each Division will elect a President and Deputy for a three year term. The President shall become a National Divisional Councillor.
Enhanced member engagement
Previous barriers to participation have been removed and members no longer need to be elected to participate in having input to the Institute at a Divisional level. Divisional Advisory Committees will act as a local central forum to discuss the profession and the Institute and inform the Divisional General Manager and the Division President. Members will be able to nominate for the Division Presidency. Any member can nominate to join the DAC.
Enhanced transparency and efficiency
Under the revised model, the Board of Directors will be appointed by the National Divisional Council which acts as a Nominations Committee. This function will be performed in accordance with a Terms of Reference and application for Board positions will be open to any qualifying member. A clear position description and criteria will be made available to members. In addition, the Directors have a detailed competency matrix, code of conduct and peer review process to adhere to. Appointment to the Board will be for a two-year term and based purely on merit and composition requirements of the Board.
Alignment with contemporary practice
The process of applying for a Board position based on merit and being subsequently subject to a peer review is consistent with contemporary practice.
The Terms of Reference of the National Divisional Council and Divisional Advisory Committee can be viewed here.
It is intended that the Board will be calling for nominations for positions by May 2012. For more information, please contact your local Divisional office.
At the forthcoming AGM, the Board are seeking member support for a relatively minor amendment to the Constitution to enable the NDC to appoint more than three directors if it needs to; currently the Constitution limits appointments to a maximum of three. This is a minor technicality which is overcome by the relevant clause of the Constitution being repealed.
Andrew Conway FIPA
Chief Executive Officer and Company Secretary