President’s Report to Members - October 2016

Dear Member

I am writing this report following the Institute’s Annual General Meeting and Council meeting held in Sydney on 13/14/15 September 2016. I wish to tell you of several important decisions that were taken at the Council meeting.

COUNCIL MATTERS

My predecessor as President, Frank Bush, reported to you in March on work that has been carried out to produce a new International Qualifying Standard (IQS) for our examinations worldwide. The purpose of the review is to ensure that our examinations continue to be fit for purpose for students and employers in each of our 9 Divisions. The work is nearing completion. We should all be very grateful to the IQS Working Group which has led and coordinated the formulation of subject outlines. Much of the detailed work on subject matter was delegated to 7 Subject Advisory Committees, whose members are drawn from all our Divisions. I would like to thank all those involved for their cooperation, hard work and expertise in a detailed process that has been conducted in great spirit and with much sacrifice to personal time. The internet and email span long distances but not time zones and many early mornings and late nights have been spent on this review.

Council agreed to approve, in principle, the subject outlines for 7 core subjects and has delegated finalisation of these outlines to an internal committee. The final timetable for implementation has to be agreed but it is anticipated that the transition to the new Standard will start in 2018/19.

A number of important decisions were taken by Council in the light of the IQS review. First, Council resolved to introduce a new qualifying programme, at the same level as the Chartered Secretary qualification, but leading to the designation of Chartered Governance Professional. We are aware that many of our students and members work in many different roles in both the private and public sectors and that for them the designation of Chartered Secretary is not necessarily descriptive of the work they do. At the same time, we all aware of the growing emphasis placed on “Governance” worldwide in all areas of business and public life. We are the world’s leading governance organisation but we need to widen our appeal to those working in governance roles that do not involve traditional company secretarial responsibilities. We are the natural home for these people and we believe that the introduction of this new qualification and designation will attract many of those working in the broad field of governance to become members.

Second, Council has agreed to introduce a second grade of non-Chartered membership, to be known as affiliated members. Our Divisions acknowledge that there are many potential students who for various reasons do not wish to complete the full suite of Chartered examinations but would nevertheless wish to benefit from membership of the professional body that will represent them best. It is therefore proposed to offer affiliate membership to those students who complete the core part of the qualifying programme, either as a stepping off point or with a view to completing all the exams at a later date. Affiliate membership may also be offered to those who have completed suitable, local stand-alone qualifications.

Third, Council is considering changing the name of our international body to The Chartered Governance Institute. We have seen the successful name changes to our Australian Division (Governance Institute of Australia) and New Zealand Division (Governance New Zealand) as well as the rebranding of the UKRIAT Division to “ICSA -The Governance Institute” and Council has determined that the international body would also benefit from a name change that emphasises the central role that our members play in delivering good governance to their many organisations. As I said earlier, a large number of members worldwide do not work in traditional company secretarial roles and for them and many others our name causes confusion and is not the ideal descriptor.

We must also attract more members. Governance is a growing profession and we need to attract governance professionals in whatever field or organisation they work. We need to expand our reach and reputation and a change of name will help.

I must stress that more detailed work is required and is being carried out on all these important decisions, including consulting all 9 Divisions for their views. In the end it will be up to you as members to decide. We should make it clear that the new Chartered Governance qualification and the new category of affiliate membership will be available for all 9 Divisions to adopt but it will be up to each Division how they introduce these innovations and, indeed, if they introduce them at all. Likewise careful thought is required for our proposed name change, as Council is aware of the importance of local market sensibilities for each Division and the need for local branding or name variations as is currently the case.

Once this detailed work is complete, it is envisaged that members will be asked to approve the changes in October 2017 or shortly thereafter.

Council also agreed the last steps to complete UKRIAT divisionalisation, the introduction of an international monetary prize for the student writing the best examination papers each year, and the establishment of a Thought Leadership Committee (TLC). The TLC will assist Council by researching, writing and publishing papers, guidance notes and articles on issues of global governance and thereby to seek to improve governance standards, governance education and the general practice of governance throughout the world. 7 members have been appointed to the committee, drawn from different Divisions and enjoying diverse skill sets and experience.

ANNUAL GENERAL MEETING

The Institute’s AGM was held on 13 September 2016 at the Four Seasons Hotel in Sydney. The two resolutions before the meeting, the adoption of the accounts for the 11 months ended 30 June 2016 and Council’s report to members were approved.

The meeting noted the huge contribution made by my predecessor Frank Bush, both as International President for two terms of two years each, but also for his immense contribution over many years to the Australian Division.

I was able to report on significant successes achieved by our various Divisions during the year including record attendances at the annual conferences held by Hong Kong/China and Malaysia (1750 and 580 delegates respectively), the preparation by UKRIAT of a new guidance note on minute taking commissioned by the UK Financial Reporting Council and and the publication of an Ethics Index by Governance Institute of Australia, the first of its kind in that country.

125th ANNIVERSARY

We must not forget that 2016 is the 125th anniversary of our Institute.

In October 1891, 18 founding members signed a deed of association which established the Institute of Secretaries as we were then called. The initiative was a response to the widening acceptance of limited liability companies as the legal entity of choice for UK businesses and the recognition that professional corporate governance and administration were needed to meet the huge explosion of trade and commerce in the Victorian age.

The Institute received its Royal Charter in 1902 and within a few years its reach became international with the formation in 1909 of our first Division in South Africa. Since then, the Institute has grown steadily so that today we have 9 Divisions spanning 5 continents, with some 30,000 members in over 80 countries.

CONCLUSION

I would like to thank all my colleagues on Council for their hard work and time freely given on behalf of our membership during the last year and to my Vice Presidents Edith Shih and Peter Turnbull. We are also very grateful to all those members who serve on divisional councils or sit on branch committees throughout the world. I also thank our new Director General Tim Sheehy who has worked tirelessly on new initiatives agreed by Council.

It has been a busy and successful year for our Institute internationally.

The aim of the global body must be to sustain and accelerate this progress, by encouraging the sharing of best practice by our Divisions, by increasing the reputation of the Institute, by continuing the facilitation of best governance practice throughout the world and by educating and supporting our students and members to equip them with the skills and abilities demanded by the 21st century job market.