Governance Manual
Contents SECTION 1 - ORGANISATION OVERVIEW 7 SECTION 2 - GOVERNANCE 9 SECTION 3 - COUNCIL 11 APPENDIX 3A COUNCIL CHARTER 12 APPENDIX 3B POSITION DESCRIPTION - COUNCILLOR 16 APPENDIX 3C POSITION DESCRIPTION PRESIDENT AND VICE PRESIDENT 21 APPENDIX 3D KEY COUNCIL PROCESSES 26 SECTION 4 - BOARD 29 APPENDIX 4A BOARD CHARTER 31 APPENDIX 4B AUDIT & RISK COMMITTEE CHARTER 38 APPENDIX 4C EXECUTIVE REMUNERATION COMMITTEE CHARTER 43 APPENDIX 4D POSITION DESCRIPTION DIRECTOR 47 APPENDIX 4E POSITION DESCRIPTION BOARD CHAIR 51 SECTION 5 - NOMINATIONS AND GOVERNANCE COMMITTEE 56 APPENDIX 5A NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER 57 APPENDIX 5B POSITION DESCRIPTION - NOMINATIONS AND GOVERNANCE COMMITTEE MEMBER 60 APPENDIX 5C KEY NOMINATIONS AND GOVERNANCE COMMITTEE PROCESSES 65 SECTION 6 - REGIONAL COUNCILS 69 APPENDIX 6A AUSTRALIAN REGIONAL COUNCIL CHARTER 70 APPENDIX 6B NEW ZEALAND REGIONAL COUNCIL CHARTER 74 APPENDIX 6C POSITION DESCRIPTION REGIONAL COUNCILLOR 79 APPENDIX 6D KEY REGIONAL COUNCIL PROCESSES 84 SECTION 7 - NEW ZEALAND REGULATORY BOARD 86 APPENDIX 7A NEW ZEALAND REGULATORY BOARD TERMS OF REFERENCE 87 SECTION 8 EDUCATION BOARD 91 APPENDIX 8A EDUCATION BOARD TERMS OF REFERENCE 91 SECTION 9 - COMMITTEES 97 APPENDIX 9A OVERSEAS MEMBER COMMITTEE CHARTER 98 APPENDIX 9B SEGMENT ADVISORY COMMITTEES CHARTER 102 APPENDIX 9C REGIONAL AND RURAL ADVISORY COMMITTEE CHARTER 105 APPENDIX 9D TERMS OF REFERENCE FOR PROFESSIONAL CONDUCT OVERSIGHT COMMITTEE 108 APPENDIX 9E TERMS OF REFERENCE FOR THE PROFESSIONAL CONDUCT COMMITTEE 112 CA ANZ Governance Manual Page 2 of 161
APPENDIX 9F TERMS OF REFERENCE FOR THE DISCIPLINARY TRIBUNAL 116 APPENDIX 9G TERMS OF REFERENCE FOR THE APPEALS TRIBUNAL 119 SECTION 10 NEW ZEALAND PERMANENT BODIES 122 APPENDIX 10A APPEALS COUNCIL TERMS OF REFERENCE 124 APPENDIX 10B DISCIPLINARY TRIBUNAL TERMS OR REFERENCE 129 APPENDIX 10C PROFESSIONAL CONDUCT COMMITTEE TERMS OF REFERENCE 136 APPENDIX 10D PRACTICE REVIEW ADVISORY GROUP TERMS OF REFERENCE 142 APPENDIX 10E TAX ADVISORY GROUP TERMS OF REFERENCE 149 SECTION 11 - NEW ZEALAND LOCAL MEMBER GROUPS AND LOCAL LEADERSHIP TEAMS 155 SECTION 12 - CODE OF CONDUCT 156 Purpose of this manual This manual describes for members of the various governance bodies of Chartered Accountants Australia and New Zealand, their roles, expectations and the governance processes and policies that apply to the achievement of their roles. It also provides an overview of Chartered Accountants Australia and New Zealand and the environment in which it operates. This manual is consistent with the Chartered Accountants Australia and New Zealand Royal Charter, By-Laws, and the New Zealand Institute of Chartered Accountants Rules and New Zealand Institute of Chartered Accountants Act 1996. Approval of the Governance Manual will be the responsibility of Council (for substantive changes, for example strategic direction and governance) and Board (for administrative and other minor amendments, for example updating policy details). CA ANZ Governance Manual Page 3 of 161
Definitions: In the interpretation of this Governance Manual, unless the context or subject matter otherwise indicates or requires: (a) (b) (c) (d) (e) (f) "Affiliate" and "Affiliate Member" means a natural person who participates with Individual Members in a Practice Entity, who is not a Fellow, Chartered Accountant, Associate Chartered Accountant or Accounting Technician or entitled to be admitted to Membership as a Fellow, Chartered Accountant, Associate Chartered Accountant or Accounting Technician, and has been admitted to Membership in accordance with the By-Laws and the Regulations. "Amalgamation" means the arrangement for the combining of NZICA with CA ANZ and under which members of NZICA became members of CA ANZ on the Effective Date. Amalgamation Agreement" means the amalgamation agreement dated 23 August 2013 entered into by and between CA ANZ and NZICA to effect the Amalgamation (as amended from time to time). "Audit Committee", Audit & Risk Committee and ARC means the committee established by the Board pursuant to By-Law 129A. "Board" means the board of Directors of CA ANZ elected by the Council and constituted under the Supplemental Charter and the By-Laws. "By-Laws" means the by-laws of CA ANZ, as amended from time to time including the New Zealand Appendix. (g) "CA ANZ" and Chartered Accountants ANZ means Chartered Accountants Australia and New Zealand ABN 50 084 642 571. (h) (i) (j) "Chartered Accountant" means a person who has been admitted to CA ANZ as a chartered accountant in accordance with the By-Laws. "Chartered Firm" means a Practice Entity which is entitled under Articles 17 or 18 of the Supplemental Charter to describe itself as "Chartered Accountants". "Chief Executive Officer" means the chief executive officer of CA ANZ for the time being appointed by the Board under By-Law 119B and includes any person for the time being discharging the duties of such officer or acting with his or her authority and on his or her behalf. (k) "Council" means the council of CA ANZ constituted under article 13A of Supplemental Charter and the By-Law 106 A-V. (l) (m) (n) (o) (p) (q) "Director" means a person elected by the Council to perform the duties of a director of CA ANZ. "Effective Date" means the date on which the Amalgamation Agreement became unconditional in all respects. Executive Remuneration Committee and ERC means the committee established by the Board pursuant to By- Law 128A. "Fellow" means a person who has been admitted to CA ANZ as a Chartered Accountant Fellow, an Associate Chartered Accountant Fellow, or an Accounting Technician Fellow as the case may be. "General Register" means the register of Members whose Registered Address is inside the Commonwealth of Australia and New Zealand, to be maintained by the Chief Executive Officer under By-Law Error! Reference source not found.. "Honorary Member" means a natural person elected to the status of honorary member under By-Law Error! eference source not found.. CA ANZ Governance Manual Page 4 of 158
(r) (s) (t) (u) "Individual Member" means a natural person who has been admitted to Membership as a Fellow, Chartered Accountant, Associate Chartered Accountant or Accounting Technician and "Individual Membership" has a corresponding meaning. "Life Member" means an Individual Member who is deemed to be an Individual Member for the remainder of their life, pursuant to By-Law Error! Reference source not found. unless they resign or are excluded from Individual Membership. "Member" means a member of CA ANZ and "Membership" has a corresponding meaning. "month" means calendar month. (v) "Merger Time" means 15 December 2014. (w) (x) (y) (z) (aa) "New Zealand Appendix" means the appendix to the CA ANZ By-Laws titled 'The New Zealand Appendix to the CA ANZ By-Laws'. "New Zealand CA ANZ of Chartered Accountants" or "NZICA" means the New Zealand CA ANZ of Chartered Accountants constituted by the NZICA Act. "New Zealand Regional Council" means the Regional Council for the Region of New Zealand. "Nominations and Governance Committee" and NGC means the committee of Council established in accordance with By-Law 106W. "Non-Accountant" means a person who is not an accountant. (bb) "NZICA Act" means the New Zealand Institute of Chartered Accountants Act 1996. (cc) (dd) (ee) (ff) (gg) (hh) (ii) (jj) (kk) (ll) "NZICA Regulatory Board" means the executive board of NZICA. "NZICA Rules" means the Rules of the New Zealand Institute of Chartered Accountants as amended or replaced from time to time and references to an NZICA Rule shall be interpreted accordingly. ordinary general CA ANZ meeting means an annual general meeting of Members held in the month of October in each year or in such other month as the Board may determine, in accordance with By-Law 59. ordinary general Regional meeting means an annual general meeting of Members enrolled on the Regional Register of that Region under By-Laws Error! Reference source not found. and Error! Reference source not found. which is held in the month of October in each year or in such other month as the Board may determine in accordance with By-Law 56. "Overseas Member" means a Member whose name appears on the Overseas Register. "Overseas Register" means the register of Members whose Registered Address is outside the Commonwealth of Australia and outside New Zealand, to be maintained by the Chief Executive Officer under By-Law Error! Reference source not found.. "Post" means sending by post, facsimile transmission, email or document exchange, and "Posted", "Posting", "Postal" and "Postal Ballot" have corresponding meanings. "Practice Entity" means any partnership, trust or body corporate or unincorporate in or through which persons who are Members, or include a Member or Members, practise as public accountants. "Practice Entity Member" means a Chartered Firm which has been admitted to Membership. "Provisional Member" means a registered graduate as referred to in the Supplemental Charter, who has been admitted to Membership as a Provisional Member. CA ANZ Governance Manual Page 5 of 161
(mm) "Non-Member Practice Entity" means a Practice Entity which has agreed to be bound by the standards of practice and professional conduct and by the discipline of CA ANZ. (nn) (oo) "prescribed" means prescribed by the Supplemental Charter or by the By-Laws or by the Regulations. "Region" means each of the following regions: New South Wales; Australian Capital Territory; Victoria; Tasmania; Queensland; South Australia and Northern Territory; Western Australia; New Zealand; Asia; and the rest of the world (or "RoW"). (pp) (qq) (rr) (ss) "Regional Council" means a council for a Region constituted as prescribed in the By-Laws and "Regional Councillor" means a member of a Regional Council. "Regional General Manager" means the general manager of CA ANZ in a Region appointed by the Chief Executive Officer and includes any person for the time being discharging the duties of such officer. "Regional meeting" means a meeting of the Individual Members and Affiliate Members enrolled on a Regional Register kept under the By-Laws. "Regulations" means the regulations made by the Board from time to time under Article 25 of the Supplemental Charter. (tt) special general Regional meetings means a meeting of Members convened as prescribed under the By-Law 57. (uu) special general CA ANZ meeting means a meeting of Members convened as prescribed under the By-Law 60. (vv) (ww) (xx) (yy) (zz) "Special Resolution" means a resolution passed by a majority of not less than three-fourths of the votes cast at a meeting of the Council at which a quorum is present. "Supplemental Charter" means the Supplemental Royal Charter of CA ANZ as amended or added to from time to time. "writing" includes printing, typing, lithography, microfilm, photocopying, facsimile transmission, electronic mail and other modes of representing or reproducing words in a visible form and "written" has a corresponding meaning. Words importing the singular include the plural and vice-versa, words importing the masculine gender include the feminine and neuter genders and "person" and words importing persons include partnerships, trusts and corporations. A reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them. CA ANZ Governance Manual Page 6 of 161
SECTION 1 - ORGANISATION OVERVIEW Chartered Accountants Australia and New Zealand (Chartered Accountants ANZ) was established in 31 December 2014 as a result of the amalgamation of The Institute of Chartered Accountants in Australia (ICAA), and the New Zealand Institute of Chartered Accountants (NZICA). The objectives of Chartered Accountants ANZ are: To advance the theory and practice of accountancy in all its aspects To recruit, educate and train a body of members skilled in such theory and practice To prescribe disciplinary procedures and sanctions, exercise disciplinary powers and impose sanctions for the better observance of the standards of practice and professional conduct of Chartered Accountants ANZ by members, nonmember practice entities and registered graduates. Legal Foundations Chartered Accountants ANZ is founded on a number of legal documents that govern various aspects of its operation, as follows: Supplemental Charter issued by the Australian Governor General on behalf of Queen Elizabeth II, granting rights and powers to the organisation By-Laws approved by members and provides governance to the member NZICA Act - provides a legal mechanism for the amalgamation of NZICA and ICAA, confirms the organisation s role in regulating members in New Zealand, and governs members residing in New Zealand NZICA Rules - governing aspects of regulation with regards to members resident in New Zealand. Regulations, policies, procedures and operations of Chartered Accountants ANZ must be consistent and compliant with the Supplemental Charter, By-Laws, NZICA Act and NZICA Rules. Governance Statement Chartered Accountants Australia and New Zealand was established under Royal Charter in 1928 as a Body Politic and Corporate. Chartered Accountants ANZ is not a company. As a body that wishes to carry on business in Australian states and territories, Chartered Accountants ANZ is registered as a registered Australian body under Part 5B.2 of the Corporations Act 2001 (Cth) (Corporations Act). This registration requires Chartered Accountants ANZ to comply with only a limited number of sections of the Corporations Act. Other parts of the Corporations Act do not apply to Chartered Accountants ANZ. Chartered Accountants ANZ was a member of the ASX Corporate Governance Council that developed the Corporate Governance Principles and Recommendations 3 rd Edition for Australia. We have adopted this framework and applied it to our own governance where it is relevant to us as a Body Politic and Corporate. The framework provides guidance for effective decision-making in all areas of: strategic and operational planning risk management and compliance financial management and external reporting succession planning and culture. CA ANZ Governance Manual Page 7 of 161
The framework forms part of our corporate governance arrangements, through systems of control and accountability outlined in our Supplemental Royal Charter, By-Laws, NZICA Rules and this Governance Manual, including the Code of Conduct. As a registered Australian body operating in a co-regulatory environment, we are also required to comply with Australian Accounting Standards (including Australian Accounting Interpretations) and other mandatory professional reporting requirements with respect to our financial reporting. CA ANZ Governance Manual Page 8 of 161
SECTION 2 - GOVERNANCE Chartered Accountants ANZ is governed as shown in the diagram below: The division of roles between Council, Board, Chief Executive Officer and management is based on accountability for decisionmaking. The diagram and matrix on the following page show where accountabilities lies. CA ANZ Governance Manual Page 9 of 161
Governance Accountability Framework DECIDES Board VISION MISSION CONTRIBUTES Council Management Board Strategy Council Management Board Annual Plan & Budget Management Chief Executive Implementation Board monitors Vision Mission Governance Accountability Framework Strategy Annual Plan & Budget Implementation Council Contribute Contribute Informed Informed Board Approve Approve Approve Monitor Chief Executive Develop Develop Develop Deliver Regional Councils Informed Informed Informed Contribute / Informed Local Leadership Teams Informed Informed Informed Contribute / Informed The relationship between Council, Board and Management is critical to the successful governance of Chartered Accountants ANZ. The essence of this relationship is good faith, trust and no surprises. However, it is conceivable that in certain circumstances Council may fundamentally disagree with the proposed direction or actions of the Board. In the event of such disagreement, it is expected that the President and Board Chair will discuss and resolve the issue. If a resolution cannot be reached, a joint meeting of Council and Board will be required. If this still does not resolve the matter, Council is required to consult with the membership. If after this process there is still fundamental disagreement between Council and Board, Council may either: Not reappoint individual Board members once their term comes to an end, or Call a special general meeting and propose to the membership that the Board is removed. This would be a last resort action, and only in extraordinary circumstances. Indemnity Under By-Law 160, all members of Chartered Accountants ANZ governance bodies are fully indemnified by Chartered Accountants ANZ against all costs, expenses and liability incurred in the due conduct of duties or engagement, unless incurred as a result of a willful act, default or neglect. CA ANZ Governance Manual Page 10 of 161
SECTION 3 - COUNCIL Responsibility for the direction of Chartered Accountants ANZ is vested in the Council under the Supplemental Charter. Within the responsibilities of the Supplemental Charter and By-Laws, Council s main roles are to: Act as a link between the Board and the members facilitated through input from the Regional Councils in order to represent members interests Provide input to the Board on the strategic direction, member issues as well as key policy issues of Chartered Accountants ANZ that will impact on members Appoint the Board as the legal decision-making body of Chartered Accountants ANZ and evaluate its performance Approve awards to members Appoint and evaluate the Nominations and Governance Committee. Council comprises 16 members (elected/appointed to represent Australia, New Zealand, Asia and Rest of World regions), including the President and two Vice Presidents. Council meets at least twice annually. By-Laws The following Chartered Accountants ANZ By-Laws apply to Council: 106A V. Document Control Classification Submitted By Approved By Council/Governance Policy Council Council Date Approved 8 December 2014 Review Date September 2017 Next Update September 2019 Document Name Document Owner Council Governance Manager CA ANZ Governance Manual Page 11 of 161
APPENDIX 3A COUNCIL CHARTER Purpose of Charter This Charter sets out the specific responsibilities and structure applicable to the Council under Chartered Accountants Australia and New Zealand s Supplemental Charter and By-Laws. It details the manner in which Council will operate under the Supplemental Charter and By-Laws. The Charter will be reviewed annually and will be updated if appropriate. Constitution Council is formed by Chartered Accountants ANZ under the Supplemental Charter, clause 13A(a)-(c), and 13B(a)-(b) and By-Laws 106A - V. Objectives Responsibility for the direction of Chartered Accountants ANZ is vested in Council under the Supplemental Charter. The Council s objectives are to: Represent Chartered Accountants ANZ members interests facilitated through input from the Regional Councils and other relevant sources Appoint and evaluate the Board as the legal decision-making body Chartered Accountants ANZ Elect the President and Vice Presidents Appoint and evaluate the Board and the Nominations and Governance Committee Provide input to the Board on member and strategic issues, which will impact on the membership and wider profession in all jurisdictions Recognise members, through the approval of awards including Life Memberships and Fellowships Establish and monitor robust governance processes facilitated by the Nomination and Governance Committee. Approve the Code of Ethics. Office Bearers President The President chairs the Council and in fulfilling its role must ensure good communication between the Board and Council. The President represents Chartered Accountants ANZ members in the role in a number of capacities including: As Chair of Council Through engagement with the membership in ceremonial and other events As the representative at international forums. The term of the President is one year with the opportunity for a further term as agreed by Council. The President does not have a second/casting vote. See position description for the President and Vice Presidents (Appendix 3C) for more information. CA ANZ Governance Manual Page 12 of 161
Vice Presidents The Vice Presidents are in place for succession purposes and to deputise for the President as required. The Vice Presidents have a term of one year with the opportunity for a further term as agreed by Council. See position description for the President and Vice Presidents (Appendix 3C) for more information. Office Bearers authority The President and Vice Presidents are members of Council by reason of their office, and have full speaking and voting rights. The President is a member of the Board. The Vice Presidents attend Board meetings and have speaking rights but not voting rights. Honoraria The President and Vice Presidents receive an honorarium to compensate for the duties which they perform for Chartered Accountants ANZ. These annual honoraria are established by Nominations and Governance Committee for approval by Council and are based on market comparisons and previous practice. Duties and Responsibilities Representation of members interests Council has a fundamental role of representing members. This means that: Council should have an awareness of issues facing and affecting the membership, Chartered Accountants ANZ, and the wider profession in all jurisdictions. It is management s responsibility to ensure that members have sufficient opportunity to comment on strategic/member issues that impact them Councillors are responsible for objectively canvassing member viewpoints at discussion forums Council should ensure that member issues within particular constituencies and segments are identified these may be communicated from individual members, groups of members or through formal groups and committees such as Segment Advisory Groups, Regional Councils, Advisory Panels, Local Leadership Teams ( LLT s) or Special Interest Groups (SIG s) Councillors should ensure that member s views on pertinent issues are communicated to decision makers in appropriate forums within Chartered Accountants ANZ and taken into consideration The President and Vice Presidents must ensure that the Board is advised of key member matters. The Chartered Accountants ANZ Council, like a Board, is expected to make decisions and reach a majority view on issues. That is, any debate and discussion would be full and robust with decisions being made in the best interests of members as a whole. Appointment and Evaluation of the Board and Nominations and Governance Committee At its final meeting of the year, Council will consider and approve new candidates for appointment to the Board when vacancies arise. The Nominations and Governance Committee will provide appropriate information and recommendations on a selection of candidates for consideration in accordance with By-Law 106W (b)(i). Council will also confirm appointments to the Nominations and Governance Committee, which is a committee of Council at this meeting. Council will provide input to an annual evaluation of Board, Nominations and Governance Committee, and Council to contribute to best practice operation of these bodies. This process will be facilitated by the Nominations and Governance Committee through the Governance Manager. CA ANZ Governance Manual Page 13 of 161
Following recommendation from the Nominations and Governance Committee Council will also approve remuneration levels for the Directors, President and Vice Presidents based on market rates and within the parameters and principles approved by members. Advising the Board on member and strategic issues Council will act as a sounding board at the invitation of the Board on policies and topical issues that have significant impact on members. Election of President and Vice Presidents In accordance with By-Law 106B (a) the President and Vice Presidents will be elected annually by Council at its final meeting of the year. During Councils decision-making on this issue, nominees will leave the meeting. The term of the President and Vice Presidents is one year, commencing from 1 January in the year following their appointment to 31 December in the year of conclusion of their term. The term of a Vice President may be extended by one year on approval from Council. A Vice President has the ability to become President of Chartered Accountants ANZ, however this is not a right. Conferment of Awards Council is responsible for final approval of Fellowships, Life Memberships and other awards each year. Information on nominees will be assessed at the regional level prior to final submission to Council for consideration at its end of year meeting. Code of Conduct Council will approve the Chartered Accountants ANZ Code of Conduct which is developed by the Nominations and Governance Committee through the Governance Manager. Each Director, Councillor and member of Chartered Accountants ANZ governance bodies have an obligation to comply with the principles set out in the Chartered Accountants ANZ Code of Conduct. Meetings Council meetings will be held at least twice annually. Face to face meetings will usually be held, however videoconference and teleconference technology will be utilised where appropriate. Meeting dates will be set at the start of each calendar year. Additional meetings may be called by the President if required. Where possible meeting papers, including the agenda and supporting papers will be distributed at least seven days prior to a Council meeting. Members may request hard copies of the agenda material if required. Meetings may be attended in person or by telephone or videoconference link. Members must inform the President and the Governance Manager if they are not available to attend any given meeting. Council minutes will be circulated to Councillors for feedback within fourteen days following a meeting, having been approved by the President. Minutes of prior meetings will be discussed and confirmed at the next Council meeting. The quorum of the Council will be one half of the total number of the Council s members plus one (or if that number is a fraction, the next highest whole number) i.e. nine members. Work Plan The Council s Work Plan is developed annually by the Governance Manager in conjunction with the President, and approved by the Council. Reporting The activities and outcomes of the Council will be reported regularly to Board, Regional Councils, management and other groups as appropriate. CA ANZ Governance Manual Page 14 of 161
Minutes of Council s meetings will be provided to the Board, with highlights being provided to Regional Councils, management and other groups as appropriate, as evidence that Council is properly exercising its responsibilities, including such recommendations as Council deems appropriate. Evaluation of Performance The Council undertakes an annual evaluation of Council (including President, Vice Presidents and individual Councillors) which is facilitated by the Nominations and Governance Committee through the Governance Manager. The Nominations and Governance Committee will also monitor and evaluate governance processes between the Council, the Board, management, and the Nominations and Governance Committee through the Governance Manager. Reimbursement of Council Members Chartered Accountants ANZ may pay the expenses incurred by Councillors in attending Council meetings or of any committee or subcommittee. Chartered Accountants ANZ may also pay the expenses reasonably and properly incurred by the President or Vice Presidents or any other Councillors when acting in an official capacity for and on behalf of Chartered Accountants ANZ. This reimbursement is in accordance with By-Law 106V. Document Control Classification Submitted By Approved By Council/Governance Policy Council Council Date Approved 8 December 2014 Review Date September 2017 Next Update September 2019 Document Name Document Owner Council Charter Governance Manager CA ANZ Governance Manual Page 15 of 161
APPENDIX 3B POSITION DESCRIPTION - COUNCILLOR Overview Responsibility for the direction of Chartered Accountants ANZ is vested in the Council under the Supplemental Charter. Councillors are an important link between the governance and membership of Chartered Accountants ANZ. In fulfilling the functions of Council, they represent members by providing advice on strategic, policy and member issues. This involves being aware of and communicating issues facing and affecting the membership and profession, and contributing constructively to debate and decision-making at Council. Role and Functions of Council The key functions of the Chartered Accountants ANZ Council are to: Act as a link between the Board and the members facilitated through input from the Regional Councils in order to represent members interests Provide input to the Board on the strategic direction, member issues as well as key policy issues of Chartered Accountants ANZ that will impact on members Appoint the Board as the legal decision-making body of Chartered Accountants ANZ and evaluate its performance Approve awards to members Appoint and evaluate the Nominations and Governance Committee. Duties of Councillors Councillors have two specific aspects to their role, aligning to the functions of the Council: Member representation Decision-making. Member representation involves: Being aware of issues facing and affecting the membership of Chartered Accountants ANZ and the wider accounting profession, both nationally and internationally Use of their wider networks (personal/work) to promote, discuss and seek feedback on their perception of Chartered Accountants ANZ Communicating key messages to the membership and ensuring that members are made aware of issues affecting the membership and/or the profession in order to give them the opportunity to comment Identifying members concerns within particular constituencies and segments through engaging with individual members, groups of members, or through formal groups and committees Being responsible for objectively communicating member viewpoints at decision-making forums Being available to members (within reason) Facilitating and attending member events. CA ANZ Governance Manual Page 16 of 161
Decision-making includes: Appointing and evaluate the Board as the legal decision-making body Chartered Accountants ANZ based on recommendations from the Nominations and Governance Committee Approve remuneration levels for the Directors, President and Vice Presidents Providing constructive input into debate and decision-making at Council Providing input to the Board on member and strategic issues which will impact on the membership and wider profession in all jurisdictions Contributing to decision-making via circular resolution when required Appoint Councillors and others (as appropriate) to the Nominations and Governance Committee Establish and monitor robust governance processes facilitated by the Nominations and Governance Committee. Approve the Code of Conduct. Councillors should also have regard to the following: Attendance at local meetings and other regional events when possible Availability to members (within reason). The principle of collective responsibility is also a requirement for Councillors. This means that although they might bring viewpoints to the table to feed into discussion, decisions must be made on behalf of Chartered Accountants ANZ as a whole. Councillors are required to support decisions of Council once made. Councillors should ensure that they have sufficient time to prepare for Council meetings, and before committing themselves to additional duties should ensure they have the necessary time available. If for any reason Councillors have difficulty undertaking their duties or cannot attend to a task on time, they should seek advice from Chartered Accountants ANZ through either the Governance Manager or the President. Some examples of practical ways that Councillors can carry out their representation role are as follows: Being aware of issues facing and affecting the membership, Chartered Accountants ANZ and wider profession, both nationally and internationally: - Attendance at all Council meetings, and any meetings of any other Chartered Accountants ANZ group or committee of which they are a member - Review of information reports in Council agendas - Keeping up to date with information in relevant publications - Keeping up to date with issues that have potential to affect the membership or particular sections of the membership through the Chief Executive Officer and staff. Communicating key messages to the membership and ensuring that members are made aware of issues affecting membership and/or the profession in order to give them the opportunity to comment: - Identifying and raising issues at appropriate forums that require member input - Attending LLT meetings and other local forums and/or appropriate SIG meetings - Provide input into written forums, in particular regional newsletters, social media and Acuity magazine. CA ANZ Governance Manual Page 17 of 161
Identifying member issues within particular constituencies and segments through engaging with individual members, groups of members, or through formal groups and committees: - Having visibility within the membership by being known to members in their region as their local representative - Attending a range of local Chartered Accountants ANZ events, such as Professional Development events, Presidential and ceremonial events - Being proactive in arranging and attending discussion groups for members (if/when required) to discuss key issues amongst the membership - Attending local member meetings, LLT meetings, relevant SIGs and other meetings in order to be accessible to the membership and to become aware of issues needing action - Being easily contactable if members want to voice their views - Being aware of whom, within Chartered Accountants ANZ, relevant member queries should be passed on to - Liaising and working with appropriate staff when a major consultation initiative is underway. Being responsible for objectively communicating member viewpoints at decision-making forums: - Being prepared to provide a verbal summary of member viewpoints and representation activities at Council meetings - Working with staff to ensure that consultation statements are prepared for discussion papers where required. A Councillor is often consulted by members in their region about matters affecting the Council and the profession generally. The handling of such matters must be a matter for judgement by each Councillor, but if the matters touch on professional conduct or discipline, Councillors must encourage the member to write to the Chief Executive Officer. This is particularly important if the matter is likely to culminate in a complaint being lodged. The same considerations apply if a Councillor is approached by a member of the public. Ideal Skills and Competencies for Councillors Chartered Accountants Australia and New Zealand related Chartered Accountants ANZ membership Awareness of the diversity of the organisation s membership, as well as the ability to understand / identify the impact of policies and actions on members and their sectors Ability to take a balanced view of issues, considering the interests of members / the profession / the public Awareness of the functions and policies of the organisation, its governance framework, including the Board, Council, member groups, and major Advisory Groups, as well as the legal frameworks within which it operates in both Australia and New Zealand. [Note: while this knowledge would be useful to have prior to becoming a Council member, it is not seen as a pre-requisite as it can readily be obtained on appointment]. Governance Awareness of good governance principles and practice, as well as the governance framework of Chartered Accountants ANZ Understanding of collective responsibility for Council decisions Ability to recognise when conflicts of interest must be disclosed. CA ANZ Governance Manual Page 18 of 161
Professional & Business Experience Business and financial acumen sound business judgement and up-to-date awareness of business management practices; depth and breadth of experience that informs judgement Strategic thinking ability to see the big picture and take the long-term view; strategy development skills and awareness of and commitment to the organisation s strategic objectives Awareness of issues and developments affecting the accounting profession and the environment in which Chartered Accountants ANZ operates, including international factors. Personal attributes Generic qualities applicable to any capable Council member include: Self-awareness Integrity Wide general knowledge Breadth of vision An inquiring mind Independence and objectivity of thought Time commitment Ability to work effectively within a team Ability to interact with members Good listening, communication and people skills Effective debate and decision-making skills. It is expected that Council members will undertake their duties and responsibilities with commitment and professionalism. In making decisions they must consider the long-term future of Chartered Accountants ANZ. Performance Expectations Councillors are expected to meet the requirements of this position description and their own obligations to the governance body to which they are elected or appointed, as well as to comply with Chartered Accountants ANZ s Code of Conduct, values and By-Laws. It is expected that they will discharge their duties with regard to the following: Regular and full attendance, and active contribution at meetings Turnaround of decisions by circular resolution within specified timeframes Sufficient preparation for meetings, including familiarity with agenda material and background of issues to be raised Display core Chartered Accountants ANZ values Full disclosure of conflicts of interest Confidentiality of deliberations and decisions Willingness to participate in/be subject to an individual performance assessment process on an annual basis. CA ANZ Governance Manual Page 19 of 161
Expected Time Commitment for Councillors Activity Expectation Estimated hours per year Council meetings 2 face to face meetings per year generally in Sydney or Auckland/Wellington and approximately 8 Council Highlight teleconferences 21 plus travel time Preparation Papers out 7 days prior to meeting date 15 reading and preparation time Other events Attendance at Regional Council meetings, AGM, local meetings and events 25 plus travel time Total average commitment 61 hours per year plus travel time Council Member Reimbursement Councillors are not remunerated, however, each Councillor is entitled to be paid for all actual and reasonable travelling, accommodation and other expenses incurred by the Council member in connection with his/her attendance at meetings or otherwise in connection with the Council as stated in By-Law 106V. Term of Councillor Councillors will generally hold office for a term of three years and are eligible for re-election/appointment for one further term. Council terms run from 1 January in the year following their appointment to 31 December in the year of conclusion of their term. Document Control Classification Submitted By Approved By Council/Governance Policy Council Council Date Approved 8 December 2014 Review Date September 2017 Next Update September 2019 Document Name Document Owner Position Description - Councillor Governance Manager CA ANZ Governance Manual Page 20 of 161
APPENDIX 3C POSITION DESCRIPTION PRESIDENT AND VICE PRESIDENT Overview The President and Vice Presidents are the figureheads of the organisation as key office bearers. The President leads the Council and represents Chartered Accountants ANZ and its members internationally. The Vice Presidents each represent their home country (Australia, and New Zealand), are responsible for deputising for the President and have ceremonial roles and member relations expectations. The President and Vice Presidents, like Councillors, are an important link between the governance and membership of Chartered Accountants ANZ. In fulfilling the functions of Council, they represent members by providing advice on strategic, policy and member issues. This involves being aware of and communicating issues facing and affecting the membership and profession, and contributing constructively to debate and decision-making at Council. Role and Functions of Council The key functions of the Chartered Accountants ANZ Council are to: Act as a link between the Board and the members facilitated through input from the Regional Councils in order to represent members interests Provide input to the Board on the strategic direction, member issues as well as key policy issues of Chartered Accountants ANZ that will impact on members Appoint the Board as the legal decision-making body of Chartered Accountants ANZ and evaluate its performance Approve awards to members Appoint and evaluate the Nominations and Governance Committee. Duties of the President The President chairs the Chartered Accountants ANZ Council, is a member of the Nominations and Governance Committee, and a member of the Board. Head of Council As Chair of the Council, the President is primarily responsible for the working of the Council, and its culture. The President is responsible for encouraging members of Council to fulfill their role as member representatives, to engage with members in order to provide well-informed input to the Council and Board on matters which affect members, and to provide well-considered input to Chartered Accountants ANZ s strategy. The President is familiar with the functions and policies of Chartered Accountants ANZ, its governance framework, including Board, Council, member groups, and major Advisory Groups and the legal frameworks within which it operates. The President provides constructive input to the development and maintenance of the governance framework. The President is responsible for ensuring that all relevant issues are on the Council agenda, and for chairing meetings in a manner that enables and encourages all members of Council to play their full part in the Council s activities. This requires the President to steer proceedings of the Council, while ensuring that the views of all members of Council are heard and are not stifled by the action or reaction of others. The President is required to be fully prepared for the Council meeting. The Council meeting should be an open forum at which the Board Chair and Chief Executive Officer report and members of Council discuss the Chartered Accountants ANZ s position, performance and prospects with candour. CA ANZ Governance Manual Page 21 of 161
Representing the Profession / Chartered Accountants ANZ The President is familiar with issues and developments affecting the accounting profession and the environment in which Chartered Accountants ANZ operates, including international factors. The President represents the accounting profession in dealings with external parties, including the business community, politicians, regulators and the media. Representing Members The President is aware of the diversity of the Chartered Accountants ANZ s membership, and can identify the impact of policies and actions on members. The President takes a balanced view of issues, considering the interests of members / the profession / the public. The President has the ability to identify member issues and communicate these, both in Council debate and to member groups and the wider membership. As a Board Member The President has sound business judgement and up-to-date awareness of business management practices, and has sufficient depth and breadth of experience to inform judgement. The President has the ability to see the big picture and take the long-term view, with strategy development skills and awareness of and commitment to Chartered Accountants ANZ s strategic objectives. The President should ensure that sufficient time is allocated to prepare for Board meetings. If for any reason the President is having difficulty undertaking the required duties or cannot attend to a task on time, advice should be sought from Chartered Accountants ANZ through the Governance Manager. Duties of the Vice Presidents The Vice Presidents are key office bearers for Chartered Accountants ANZ and support the President in carrying out his or her role, deputising as required and providing succession for the Presidential role. The Vice Presidents are members of the Council, the Nominations and Governance Committee and are observers on the Board. The New Zealand Vice President is also Chair of the New Zealand Regional Council. Like Councillors, member representation and decision making are key aspects of the Vice President s roles. Member representation involves: Being aware of issues facing and affecting the membership, Chartered Accountants ANZ and wider profession, both nationally and internationally Communicating key messages to the membership and ensuring that members are made aware of issues affecting the membership and/or the profession in order to give them the opportunity to comment Identifying members concerns within particular constituencies and segments through engaging with individual members, groups of members, or through formal groups and committees Being responsible for objectively communicating member viewpoints at decision-making forums Being available to members (within reason) Facilitating and attending member events. CA ANZ Governance Manual Page 22 of 161
Decision-making includes: Appointing and evaluate the Board as the legal decision-making body Chartered Accountants ANZ based on recommendations from the Nominations and Governance Committee Approve remuneration levels for the Directors, President and Vice Presidents Providing constructive input into debate and decision-making at Council Providing input to the Board on member and strategic issues, which will impact on the membership and wider profession in all jurisdictions Contributing to decision-making via circular resolution when required Appoint Councillors and others (as appropriate) to the Nominations and Governance Committee Establish and monitor robust governance processes facilitated by the Nomination and Governance Committee Approve the Code of Conduct. The principle of collective responsibility is also a requirement for Vice Presidents. This means that although they might bring viewpoints to the table to feed into discussion, decisions must be made on behalf of Chartered Accountants ANZ as a whole. Vice Presidents are required to support decisions of Council once made. The Vice Presidents should ensure that that they have sufficient time to prepare for Council, Nominations and Governance Committee, and Board meetings. If for any reason the Vice Presidents is having difficulty undertaking their required duties or cannot attend to a task on time, they should seek advice from Chartered Accountants ANZ through either the Governance Manager or the President. Ideal Skills and Competencies for President and Vice Presidents The President will satisfy the desired skills and competencies required to be a Council member and a Board member. The Vice Presidents will satisfy the desired skills and competencies required to be a Council member and a Board member (ex-officio). These skills and competencies include: Chartered Accountants Australia and New Zealand related Chartered Accountants ANZ membership Awareness of the diversity of the organisation s membership, as well as the ability to understand / identify the impact of policies and actions on members and their sectors Ability to take a balanced view of issues, considering the interests of members / the profession / the public Awareness of the functions and policies of the organisation, its governance framework, including Board, Council, member groups, and major advisory groups, and the legal frameworks within which it operates in both Australia and New Zealand. Governance Awareness of good governance principles and practice, as well as the governance framework of Chartered Accountants ANZ Understanding of collective responsibility for Council decisions Ability to recognise when conflicts of interest must be disclosed. CA ANZ Governance Manual Page 23 of 161
Professional & Business Experience Business and financial acumen sound business judgement and up-to-date awareness of business management practices; depth and breadth of experience that informs judgement Strategic thinking ability to see the big picture and take the long-term view; strategy development skills and awareness of and commitment to the organisation s strategic objectives Awareness of issues and developments affecting the accounting profession and the environment in which Chartered Accountants ANZ operates, including international factors. Personal attributes Generic qualities applicable to any capable Council member, including the President and Vice Presidents, include: Self-awareness Integrity Wide general knowledge Breadth of vision An inquiring mind Independence and objectivity of thought Time commitment Ability to work effectively within a team Ability to interact with members Good listening, communication and people skills Effective debate and decision-making skills. It is expected that Council members will undertake their duties and responsibilities with commitment and professionalism. In making decisions they must consider the long-term future of Chartered Accountants ANZ. Performance Expectations The President and Vice Presidents are expected to meet the requirements of this position description and their own obligations to the governance body to which they are elected or appointed, as well as to comply with Chartered Accountants ANZ s Code of Conduct, values and By-Laws. It is expected that they will discharge their duties with regard to the following: Regular and full attendance, and active contribution at meetings Turnaround of decisions by circular resolution within specified timeframes Sufficient preparation for Council, Board and Committee meetings, including familiarity with agenda material and background of issues to be raised Display core Chartered Accountants ANZ s values Full disclosure of conflicts of interest Confidentiality of deliberations and decisions Willingness to participate in/be subject to an individual performance assessment process on an annual basis. CA ANZ Governance Manual Page 24 of 161