B Y L A W S of the Institute of Internal Auditing Switzerland (IIAS) Article 1 Name, Registered Office 1. An Association exists pursuant to Article 60 et seq. of the Swiss Civil Code under the name Schweizerischer Verband für Interne Revision (SVIR) Association Suisse d Audit Interne (ASAI) Associazione Svizzera di Revisione Interna (ASRI) Institute of Internal Auditing Switzerland (IIAS) 2. As the national agency of the Institute of Internal Auditors (IIA Inc.) and a member of the European Confederation of the Institute of Internal Auditing (ECIIA), IIAS has contacts to specialised institutes in Switzerland and abroad. It is also eligible to join other national and international professional associations. 3. The Association is based in Zurich. Article 2 Aim The Association has the following aims: 1. Affiliation and personal development and further vocational training of internal auditors from private, semi-public and public enterprises, public authorities and companies that provide Internal Auditing Services to corporate clients. 2. Creation and maintenance of a high standard of quality of Internal Audits of member corporate bodies and institutions incorporated under public law. 3. Professional support of the Internal Auditing profession. 4. Development of principles and methods for exercising the profession competently and expertly. 5. Promotion of an exchange of professional and sector-specific experience at regional, national and international level. Page 1
Article 3 - Membership 1. As an Association, the IIAS includes individual members, corporate members and Information Exchange Groups. 2. Individual members are: a) active individual membership: physical persons (employees of corporate members or individuals) who work in the Internal Auditing field. b) associated individual membership: individuals who work in the profession or are interested in the educational work of the IIAS. 3. Corporate members are: a) companies with their own Internal Auditing: Corporate members are legal entities or institutions incorporated under public law, whose entire Internal Auditing (IA) satisfies the professional and corporate standards of high quality auditing. The Head of Internal Auditing, who represents the company in the Association, must meet the following conditions: 1 - Internal Auditing must be based in Switzerland or in the Principality of Liechtenstein; - position in the company or in the public authority that guarantees objective scrutiny, - professional and managerial qualification; - organisation that meets corporate standards. b) Companies that provide Internal Auditing Services: Corporate members are companies that offer Internal Auditing Services (hereinafter called IA Services) and implement them in a manner that satisfies the Internal Auditing Standards as defined in subparagraph 3a. The company is represented by the Head of the Unit that provides this IA Service, which must meet the following requirements: 1 - registered office as the unit of a company that is an approved audit expert pursuant to the Swiss Audit Supervision Act (RAG) 2 1 The General Meeting issues rules with a detailed enumeration of the requisite quality criteria; the Board supplements these rules with implementing regulations (see Article 10 paragraph 7 and Article 12 paragraph 6). 2 Pursuant to the Swiss Audit Supervision Act of December 16, 2005 (RAG). Page 2
- professional qualification of the Head of the Unit that provides the IA Service, and which is equivalent to the qualification of the IA Head, and suitably qualified Internal Audit staff; - minimum size that ensures high quality IA Services and continuity in handling assignments. 4. The Information Exchange Groups make their own arrangements for their professional events; this particularly applies to attendance by individual members (paragraph 2) and by corporate members (as defined in subparagraph 3 b)) at the Information Exchange events by the Internal Auditing Heads of corporate members (as defined in subparagraph 3 a)). Information Exchange Groups in the form of associations are automatically associate members. They are approved by the Board. Article 4 Admissions of Members 1. The Board makes a decision about the admission and retention of corporate members. The secretariat is in charge of admissions and retention of individual members. 2. New admissions of corporate members are published on the home page of the IIAS, with a statement by the Head. If members do not raise objections to the admissions in writing and giving reasons within 30 days from their announcement, the admissions are deemed to be approved. The General Meeting makes the final decision about such objections. Article 5 Obligations of Members 1. Members agree to adhere to the Constitution as well as to the regulations and guidelines of the Institute that are applicable to Internal Auditing, and the decrees by the Institute of Internal Auditors that are stated as binding. 2. Members undertake, as far as possible, to offer their services or the services of qualified IA staff to the Institute. Page 3
Article 6 - Withdrawal and Exclusion of Members 1. Members may withdraw from the Institute provide they give three months notice at the end of an accounting year (31 December). Notices of withdrawal must be in writing and addressed to the secretariat. 2. A member may be excluded by the Board, if such a member ceases to satisfy the constitutional requirements for membership after a reasonable deadline has been granted. 3. The excluded member is at liberty to appeal to the General Meeting; the appeal must be sent by recorded delivery and must reach the secretariat within 30 days from the date of service of the decision by the Board. 4. Withdrawal or exclusion will not release the withdrawing member from his financial obligations and any other obligations, which exist towards the Institute on the date his membership ceases. Article 7 - Executive Bodies The executive bodies of the Institute are the General Meeting, the Board and the Auditors. Article 8 - General Meeting, Notice of Meeting, Voting Right 1. An ordinary general meeting is held annually. It is called by the Chairman; members must be given at least four months notice of the place and date. 2. Invitations must be issued at least four weeks before the meeting and must state the agenda items. 3. Proposals that are not listed in the invitation and are put forward at the general meeting may be accepted by the Board for scrutiny. 4. The meeting is presided over by the Chairman (or a member of the Board if he is prevented from attending); he appoints a minute-taker and two scrutineers. 5. Resolutions are passed with an absolute majority of the votes cast, except in those cases which require a qualified majority. The Chairman also votes; in the event of a tie, he has the casting vote. 6. In the open procedure every active individual member and every corporate member has a vote. 7. Voting and elections take place openly, unless a simple majority or 1/5 of the companies represented request a ballot for individual agenda items. Page 4
8. In the event of a ballot, active individual members have one vote; corporate members have one vote for every three employees and fractions thereof. 9. Associate members do not have a voting right. Article 9 - Extraordinary General Meeting Extraordinary general meetings shall be called when the Board deems it to be necessary or when the Auditors or one tenth of all voting rights request such meetings. Invitations shall be issued within three months from the date the request was made and at least four weeks before the meeting. Article 10 - General Meeting, Responsibilities and Functions The responsibilities and functions of the General Meeting are: 1. Election of the Board and its Chairman. 2. Election of the Auditors. 3. Approval of the Chairman s Annual Report. 4. Approval of the year-end accounts, on the basis of an annual audit conducted by the Auditors and adoption by the Board at the General Meeting and formal approval of the actions of the Board. 5. Approval of the remuneration and expense rules. 6. Approval of the budget and setting membership subscriptions. 7. Passing rules that set forth the requisite quality criteria for corporate members. 8. Passing resolutions on objections to the admission of members (pursuant to Article 4 paragraph 2) and the decision on the appeal against the exclusion of members (pursuant to Article 6 paragraph 3). 9. Amendment of the Constitution. Page 5
Article 11 Board, Term of Office, Notice of Meeting and Voting Right 1. The Board comprises the Chairman and at least 6 other members, one of whom is appointed Vice-Chairman by the Board. 2. The members of the Board are elected for a four-year term; they may be re-elected at the end of their term of office. 3. The Chairman is elected for a two-year terms of office; he may be re-elected for a further term of office not exceeding two years. 4. The meetings are held as and where required and are called by the Chairman. 5. The Chairman also takes part in voting; in the event of a tie he has the casting vote. 6. The work undertaken by the Chairman and Director is remunerated; their actual expenses are reimbursed. Article 12 Board, Responsibilities and Functions The responsibilities and functions of the Board are: 1. External representation of the Institute. 2. Appointment of those authorised signatories. 3. Management of the day-to-day business together with the secretariat. 4. Adoption of the annual accounts and budget at the General Meeting. The Board is authorised to make decisions on extraordinary expenditure outside the budget up to the amount of CHF 20,000.- in each case. 5. Passing resolutions on the admission of members (pursuant to Article 4 paragraph 1) and on the exclusion of members (pursuant to Article 6 paragraph 2). 6. Issuing implementing regulations that set forth the details of the quality criteria for corporate members. 7. Preparation of the business of the General Meeting. 8. Appointment of those persons who represent the Institute in working parties. 9. Dealing with all business that does not come within the remit of the General Meeting. 10. Issuing rules for the Information Exchange Groups. Page 6
Article 13 Auditors 1. The General Meeting elects two auditors for a four-year period. They may be re-elected. 2. The auditors conduct an annual audit of the final year-end accounts as at 31 December. 3. They present a written report on the result of their audit to the Board at the next general meeting and request the approval or rejection of the year-end accounts. Article 14 Membership fee The membership fee is paid annually. Article 15 Amendments to the Bylaws, Dissolution of the Institute Amendments to this Constitution and the dissolution of the Institute may be decided with a majority of 3/4 of the members present who are eligible to vote, or with 3/4 of the votes represented. If a decision is made to dissolve the Institute, the General Meeting will pass a resolution on the appropriation of any surplus liquidity as defined in Article 2. This Constitution was approved by the General Meeting of the Institute on (September 20, 2007) and replaces the Constitution of August 24, 1989 (with subsequent amendments). It comes into force on April 1 st, 2008. INSTITUTE OF INTERNAL AUDITING SWITZERLAND President: Daniel Hauser Secretary: Elisabeth Elsasser Page 7