THE INSTITUTE OF INTERNAL AUDITORS NORTH AMERICAN BOARD POLICY MANUAL

THE INSTITUTE OF INTERNAL AUDITORS NORTH AMERICAN BOARD POLICY MANUAL REVISED APRIL 2018

i. INTRODUCTION TABLE OF CONTENTS INTRODUCTION... 3 SECTION I. POLICY STATEMENTS AND PROCEDURES... 5 A. North American Institute... 5 B. North American Board... Error! Bookmark not defined. C. North American Membership... 9 D. Nomination, Election, Removal and Replacement of District Representatives, District Advisors and North American Directors... 11 E. North American Financial Matters... 13 F. American Hall of Distinguished Audit Practitioners Award... 15 SECTION II. NA POSITION DESCRIPTIONS... 17 A. North American Board Chairman... 17 B. North American Board Senior Vice Chairman... 18 C. North American Board Vice Chairman Member Services... 19 D. North American Board Vice Chairman Professional Development... 20 E. North American Board Vice Chairman Content... 21 F. North American Board Vice Chairman Specialty Groups... 22 G. North American Board Vice Chairman Finance... 23 H. North American Board Past Chairman... 24 I. North American Board Member General Duties (includes all positions listed above)... 25 J. North American District Advisor... 26 K. North American District Representative... 27 SECTION III. NA COMMITTEE CHARTERS... 29 A. North American Focus... 29 B. North American Nominating Committee (NANC)... 30 C. Canadian Board... 33 D. Chapter Relations Committee (CRC)... 35 E. Learning Solutions Committee (LSC)... 37 F. North American Advocacy Committee (NAAC)... 38 G. Publications Advisory Committee (PAC)... 39 H. Regional Conference Committee (RCC)... 40 APPENDIX A. FREQUENTLY USED TERMS... 42 2

i. INTRODUCTION THE INSTITUTE OF INTERNAL AUDITORS NORTH AMERICAN BOARD POLICY MANUAL INTRODUCTION In December 2002, the membership of The IIA approved new Bylaws to restructure IIA s governance. Part of the restructuring was the creation of a North American Committee as a Committee of the Corporation, established to oversee the affairs of North America. Based on an extensive review of North American Activities in 2004, the charter was revised and the name of the Committee was changed to the North American Board to better reflect its oversight responsibilities. This manual has been reviewed and modified subsequently. The purpose of this Manual is to provide information and guidance to the members of the North American Board, North American Directors, District Representatives, and others on the policies and procedures unique to North American members. Policies and procedures in this Manual provide guidelines for North American operations. They are a supplement to the governing documents of The Institute, and are not intended to be in conflict with either the Bylaws or the Board Policy Manual of The Institute. 3

SECTION I POLICY STATEMENTS AND PROCEDURES

SECTION I: POLICY STATEMENTS AND PROCEDURES SECTION I. POLICY STATEMENTS AND PROCEDURES A. NORTH AMERICAN INSTITUTE North America includes members in the US, Canada, specific Caribbean countries, Bermuda, and Guyana. 1. Vision The North American Institute of The Institute of Internal Auditors provides exceptional value to our members and is the recognized and respected voice of the internal audit profession in North America. We are the advocates for our profession and our members. We promote excellence in the performance of our services and delivery of our products to our constituents. 2. Mission We are dedicated to elevating practitioners expertise and enhancing the recognition of the value of internal auditing in the United States, Canada, Caribbean, Guyana, and Bermuda. 5

SECTION I: POLICY STATEMENTS AND PROCEDURES A. NORTH AMERICAN BOARD (Rev. 4/2018) 1. Vision The North American Board is the key representative and proponent of the internal auditing profession within North America and an influential leader in the Global IIA. 2. Mission The mission of the North American Board is to ensure that volunteer and staff activities of The IIA adequately address the needs of North American membership through continuous monitoring of programs, services and budgets relating to North American members and Chapters. 3. Structure All NA Board members are elected for one- or two-year terms and may serve a maximum of two full two-year consecutive terms (to coincide with terms on the Global Board of Directors). While serving two-year terms on the NA Board, all NA Board Officers shall be elected for one-year terms. All Officers are eligible for reelection to a second term in their position except the Chairman of the Board who may not serve successive terms. The North American Board will have 11 members, with the ideal composition as follows: 1 Representative from Canada (Condition may be met if Canadian is included in a category below, but it does not exclude consideration of additional Canadian members). 8 Representatives at-large representing the diversity of the profession, including gender, race, industry, experience, and geographic concentration. A maximum of one non-cia and/or non-iia member as a practitioner or specialist could be consider for the NA Board. It is hoped that such members would achieve their CIA designation over time. Non-IIA Board members would be granted IIA membership during their term in office. 1 immediate Past Chairman of the NA Board 1 IIA President and Chief Executive Officer (ex-officio, non-voting) The NA Board Officers are as follows: Chairman Senior Vice Chairman Past Chairman Vice Chairman Finance NA Board criteria All NA Board officers must be CIAs. The Officers and members of the NA Board will be selected by the NA Nominating Committee and elected by the NA membership during an Annual Meeting. The NA Board Chairman will appoint Directors with responsibilities to align with the strategic plan or key activities. At least four NA Board members will also serve on the Global Board of Directors. These positions include the Chairman and Senior Vice Chairman, plus two additional directors to be chosen by the Global Nominating Committee. The NA Board members selected by the Global Nominating Committee may need the CIA designation depending on the guidelines provided to the GNC by the Global Board, or to meet the minimum requirement of at least 75% CIAs on the Global Board. The NA Board Chairman and the SVC must be CIAs in order to serve on the global Supervisory Committee. The NA Board will report to the Global Board of Directors 4. Authority (Extracts from the Bylaws) a. The authority of the North American Board is established in The IIA s Bylaws. 6

SECTION I: POLICY STATEMENTS AND PROCEDURES Extract of Bylaws Article VII, Section 1: The North American Committee (NA Board) is a Committee of the Corporation established to oversee programs, services, and budget relating to North American members and affiliates. North American members are those who pay dues directly to The Institute. North American affiliates such as Chapters and Institutes are those whose members pay dues directly to The Institute or that may be designated as such by the Board of Directors. b. As a Committee of the Corporation, the NA Board is vested through the Bylaws with authority or responsibility for certain transactions and events. Extract of Bylaws Article II, Sections 3-6: Section 3. The NAC (NA Board) is accountable to the Board of Directors and shall have such authority and responsibility as prescribed by the Board of Directors or as specified in these Bylaws. Section 4. The NAC (NA Board) shall authorize the following transactions, subject to Board approval: a. The North American portion of The Institute s operating budget. b. Approval of changes in membership dues for North American members. c. Funding for capital projects and major programs intended primarily for North American Operations. d. The sale, other disposal, or acquisition of property (real and personal property) located in North America. e. The partial or total liquidation of the investment portfolio. f. The acquisition, merger, disposal, or licensing of any major IIA program in North America. g. Entry into mergers, joint ventures, partnerships, or other strategic alliances in North America. Section 5. The NAC (NA Board) shall have final review and authority over the following transactions: a. Changes in the volunteer organizational structure to serve members designated as North American and recommendations to the Global Nominating Committee for candidates for the 10 North American Directors. b. Establishment of Subcommittees as needed to address needs of North American members. Section 6. The NAC (NA Board) has such other duties as may be prescribed in these Bylaws or as stated in its charter. 5. Responsibilities The North American Board operates similar to other worldwide affiliates, with the ability to monitor the activities of volunteer and staff operations, introduce new programs, approve the budget for North American operations, and participate in the deliberations of the global organization. The NA Board can be dissolved only by a full membership vote. It is empowered with certain authorities and responsibilities, but is subservient to the Board of Directors for final approval of actions that cannot be delegated. In addition to the authorities noted in 4 above, the NA Board has the following responsibilities: a. Monitor the needs of North American members and chapters, recognizing the needs of the individual countries within North America. b. Ensure that the activities of The IIA Headquarters staff adequately address the needs of the North American membership and address any concerns with the Chief Officer for North American Operations or the President and CEO of The IIA. c. Oversee activities of the Canadian Board, implementing performance measures and ensuring regular communications with Canadian Board leadership. d. Ensure that various volunteer committees continue to serve and meet the needs of North American members and chapters, and address any concerns through the existing professional council structure. e. Present recommendations to the Executive Committee for review and integration into the total IIA activities (i.e., Committees and staff). 7

SECTION I: POLICY STATEMENTS AND PROCEDURES 6. Meetings and Voting The NA Board will meet at least three times annually. Additional meetings may be called in person or by teleconference as needed to carry out the business of the NA Board. A majority of members constitutes a quorum for a meeting. Attaining a simple majority of the members participating will pass any action requiring a vote. Members should inform the Chairman of their views and suggestions on matters to be discussed or matters they wish to have discussed at meetings they are unable to attend. Board members who miss two consecutive NA Board meetings (including teleconferences) without proper notification to the Chairman may be requested to resign. 8

SECTION I: POLICY STATEMENTS AND PROCEDURES B. NORTH AMERICAN MEMBERSHIP 1. Background Extract from the Bylaws: Article III, Section 3 Eligibility and admission to membership and criteria for maintaining membership shall be according to the rules established by the Board of Directors. The North American Committee (NA Board) may establish their own rules of eligibility so long as those rules are consistent with those set by the Board. NAC (NA Board) rules of eligibility that are different from those established by the Board must be approved by the Board. The Board of Directors grants the NA Board and affiliates the right to determine their own rules of eligibility so long as those rules are consistent with those set by the Board. Extract from the IIA Board Policy Manual, Section I: 1. The IIA is an association of individual members. Membership may include such classes as Member, Educational Member, Student Member, Retired Member, or other classes determined by the affiliate as beneficial to the overall goals and objectives of The Institute. 2. All members of an affiliate must also be members of The Institute. 2. Rules of Eligibility for Membership The rules of eligibility for membership are promulgated by the North American Board to furnish a comprehensive guide to the classification of applicants who apply for admission to membership. In applying these rules, it is emphasized that there is no election allowed to the applicants as to the class in which they are to be admitted. As an example, applicants who possess all of the requisite qualifications to be Members cannot be admitted as Student Members, even though they make application for this latter class of membership. a. Member The Member Classification is open to individuals involved in internal auditing, internal controls, risk assessment, information systems auditing and related fields. Also to those who have an interest in internal auditing, e.g., members of Audit Committees, external public accountants, controllers, CEOs, CFOs, and suppliers of services. Once members have been admitted to the Member class, they shall be eligible to continue as Members regardless of any change in their occupation. b. Educational Member The class of Educational Member shall be open to educators whose principal employment is teaching in colleges and universities. c. Student Member The class of Student Member shall be open to those engaged in a degree program at colleges or universities, provided such persons cannot qualify as a Member or an Educational Member. Student membership is limited to a maximum of six years duration. d. Honorary Member Members receiving the Bradford Cadmus Memorial Award, Victor Z. Brink Award for Distinguished Service and Past Chairmen of the Board of Directors shall automatically become Honorary Members in accordance with the Global Board Policy Manual. 9

SECTION I: POLICY STATEMENTS AND PROCEDURES e. Retired Member The class of Retired Member is open to those who retire from active employment and who are members in good standing of The Institute at the time of their application for this classification of membership. Such member status also applies to Educational Members. f. Life Member The class of Life Member will automatically be given to those members (all classifications) who have accumulated 40 years of membership in The Institute. Life Members receive membership, if desired, at no cost. Regular members who wish to show a long-term commitment to The Institute, may pay to become a Life Member by a one-time fee established by the North American Board. 3. Reinstatement of Membership A person whose membership shall have been terminated by resignation or for nonpayment of dues, assessments, or other indebtedness or who resigned when delinquent in payment of dues may be reinstated within one year after the date of such termination upon written request from such person, accompanied by payment of all arrearage in dues, assessments, or other indebtedness for the year in which his/her membership terminated. 4. Denial of Membership or Candidate Status An applicant to The IIA, for membership or to become a candidate for any IIA certification, must demonstrate good moral character and fitness. The IIA reserves the right to deny membership or candidate status to any applicant who has not demonstrated good moral character and fitness, including providing false or misleading information on their application, being under active investigation, being accused or convicted of a felony or any crime involving moral turpitude, failing to uphold the Code of Ethics, or any other conduct which may reflect poorly on the organization. Any such decision is in the sole and absolute discretion of The IIA. 5. Suspension of Membership or Candidate Status Should any member, certification/credential holder, or candidate for any IIA certification or credential be under active investigation for any felony (or equivalent), any crime involving moral turpitude, or any other conduct which, in The IIA s sole discretion, reflects poorly on the organization, The IIA may immediately and temporarily suspend such member, certification/credential holder, or candidate s status with The IIA until such time that The IIA, in its sole judgment, believes it is appropriate to lift said suspension. Any administrative decisions made by The IIA related to the above may be appealed only to the IIA Global Board Chairman, who may modify any such suspension or denial. 6. Disciplinary Procedures - Members The discipline of members, certification/credential holders, or candidates for an IIA certification or qualification is determined by the current Ethics Process of The IIA, as approved by the Global Board of Directors. 7. Membership Sections The NA Board may authorize such membership sections or activities as may be needed to serve the specific needs of members in North America. Such sections require the approval of the Board of Directors. 10

SECTION I: POLICY STATEMENTS AND PROCEDURES C. NOMINATION, ELECTION, REMOVAL AND REPLACEMENT OF DISTRICT REPRESENTATIVES, DISTRICT ADVISORS AND NORTH AMERICAN DIRECTORS (Rev. 4/2016) 1. Nomination and Election of District Representatives and District Advisors Nominations for District Representatives and District Advisors shall be solicited from members and affiliates in North America. Nominations for Canadian District Representatives and District Advisors shall be submitted by the Canadian Nominating Committee to the NA Nominating Committee via the regular nominating process. The North American Nominating Committee shall prepare a list of nominees and submit said list to the Chairman of the NA Board. The Chairman of the NA Nominating Committee shall issue the slate to the North American members of The Institute after the meeting of the Global Nominating Committee, but at least 60 days in advance of the date of the North American Membership Meeting. In addition, nominations can be made by members provided such nominations are submitted in writing by no less than 50 members from within the applicable Region or District and received by the Chairman of the NA Board at least 30 days prior to the meeting called for the purpose of elections. In the event more than one nominee is proposed for any position, a proxy ballot shall be allowable from each North American member of The Institute. 2. Nomination of North American Directors The ten NA Directors on the Global Board of Directors also serve as Officers and members of the NA Board. At least one nominee to the IIA Board will be from Canada. Recommendations for the ten North American Directors shall be made by the NA Nominating Committee to the Chairman of the NA Board. Nominations for the Canadian North American Board Representative shall be submitted by the Canadian Nominating Committee to the NA Nominating Committee via the regular nominating process. The Chairman of the NA Nominating Committee will submit final recommendations to the Global Nominating Committee in time for the Global Nominating Committee meeting each year. 3. Nomination of the NA Board Officers and Members The ten NA Directors (on the Global Board of Directors) also serve as Officers and members of the NA Board. The NA Nominating Committee selects the slate of Officers and members of the NA Board. The slate is submitted to the NA membership at least 60 days in advance of the date of the NA Membership Meeting. All NA Board positions are conditional on the election of the NA Directors by the global IIA membership at the Annual Business Meeting of The IIA. 4. Election a. Annual meeting: An annual meeting of North American members shall be held in conjunction with the annual Chapter Leadership Conference, or at such place and on such dates as may be determined by the NA Board. Notice of the meeting shall be communicated at least 10 days before the meeting. The quorum at the NA meeting shall be 100 members who may vote in person or by proxy. b. All NA Board Officers and members, District Representatives and District Advisors shall be elected at the annual North American meeting of The Institute as provided above. Elected District Representatives and Advisors shall take office immediately upon election and shall hold office for the term to which elected unless their terms of office shall terminate or be terminated as provided below. Service as an elected NA Board Officer/member shall be predicated upon election as NA Director on the Global Board at The IIA s Annual Business Meeting in June/July. Any NA Board Officer/member not elected as NA Director shall automatically vacate his/her position on the NA Board. 11

SECTION I: POLICY STATEMENTS AND PROCEDURES c. All North American Directors shall be elected at an annual membership meeting of The IIA as provided in the IIA Bylaws. 5. Removal for Cause Terms for North American Directors are provided for in the Bylaws. Any NA Director, District Representative or District Advisor can be removed for cause by a three-quarters vote of the North American Board, provided such individual has been granted an opportunity for a hearing before the NA Board. Removal for cause from the NA Board also vacates the position as NA Director. 6. Resignation The resignation of any District Representative or District Advisor shall be tendered to the Chairman of the NA Board. The resignation of any NA Board member (who also serves on the global BOD) must be submitted to both the Chairman of the NA Board and the Chairman of the Global Board of Directors. 7. Vacancy If any vacancy shall occur in any District Representative or District Advisor position by reason of death, resignation, or otherwise, the Chairman of the NA Board is empowered to fill such office pro tem until the North American membership shall elect a member to fill the said vacancy at the next regular North American membership meeting. If any vacancy shall occur in any North American Director position, the Chairman of the NA Board shall recommend a replacement to the Chairman of the Board. The Chairman of the Board is empowered to fill such office as provided in the Bylaws. If any vacancy shall occur for the Canadian District Representative or District Advisor, the Chairman of the North American Board shall ask the Chairman of the Canadian Board to recommend a replacement. The Chairman of the North American Board makes the final decision on replacement. 8. Termination of Membership If the membership of any District Representative, District Advisor, or NA Board member shall terminate or be terminated for any reason, the office shall automatically become vacant. 9. Reelection District Representatives, District Advisors, and NA Directors shall be eligible for reelection, but may not serve more than two consecutive terms. Rotation of positions on a regular basis is encouraged to permit more members to serve at the leadership level of The IIA. 10. Interpretation Any questions or issues regarding the Nomination and Election process shall be referred to the NA Board for interpretation or resolution. 12

SECTION I: POLICY STATEMENTS AND PROCEDURES D. NORTH AMERICAN FINANCIAL MATTERS 1. North American Financial Authorities Extract from Bylaws VII, Section 4: The NAC (NA Board) shall authorize the following transactions, subject to Board (Global Board of Directors) approval: a. The North American portion of The Institute s operating budget b. Approval of changes in membership dues for North American members c. Funding of capital projects and major programs intended primarily for North American operations d. The sale, other disposal, or acquisition of property (Real and personal property) located in North America e. The partial or total liquidation of the investment portfolio f. The acquisition, merger, disposal, or licensing of any major program in North America g. Entry into merger, joint ventures, partnerships or other strategic alliances in North America. 2. North American Dues Structure and Review a. Proposals for dues increases must be reviewed and approved by the NA Board. The need for dues increases will be evaluated on: 1) Financial statement and projections of The Institute for NA Operations. 2) Time period since last dues increase (it is the policy of the Board of Directors that more frequent, small increases are preferred over periodic large increases). 3) Review of proposed increases in global allotment. b. Recommendations will be submitted to the Board of Directors for action. 3. North American Expenses and Reimbursements a. In most situations, travel and entertainment expenses of IIA Directors are borne by the individuals' employers or supporting Chapters and/or Institutes. Because of the time commitment of the North American Board, and the requirement for quarterly meetings and attendance at Global Board meetings, NAB members may be reimbursed for some related travel expenses. In such cases the following shall apply: 1) Specific situations warranting reimbursement. Within the budgetary limits for such expenses, the North American Board and Nominees to the North American Board, as designated by the duly appointed Nominating Committee, may be reimbursed by The Institute for travel, lodging, and incidental expenses incurred in the performance of their duties, excluding registration fees for attending the annual International Conference, Regional Conferences, or any other IIA conference. 2) Any expenses reimbursed under these procedures shall be reasonable and prudent. Further, they shall be clearly explained and documented to indicate the nature and reason for the particular reimbursement. 3) Basis for reimbursement: a) Air travel at lowest fare coach class. b) If travel is by personal car, actual mileage is at the allowable IRS rate per mile, but not to exceed the cost of otherwise authorized air travel. c) Lodging costs are at actual costs. d) Rental cars are reimbursed only if cost is less than taxi fare from and to airport. e) Food is at actual costs incurred for NAB member. f) No reimbursement is allowed for travel insurance, entertainment, hotel movies, laundry, etc. b. International Conferences Outside North America Within budgetary limits, additional funds may be available when the International Conference and Board meetings are held outside the US and Canada. Funding is not intended to fully cover all costs. Funding does not include conference registration or expenses during the days of the conference. 13

SECTION I: POLICY STATEMENTS AND PROCEDURES c. Approval and Reporting Any airline fares to be billed to The IIA other than lowest fare coach class must be approved in advance by the Chief Officer for North American Operations or the IIA President and CEO. This includes regular coach fares and business class. Business class should be reserved for certain situations where hardship can occur. If it is expected that an affiliate (Institute or Chapter) will pick up expenses, individual should adhere to affiliate policies. The IIA Inc. will not pay for upgraded travel except in unusual circumstances, and only upon pre-approval. The President will communicate the decision in writing to the requestor along with the rationale for their decision, as appropriate. d. Expense Reporting In accordance with IIA policy, expense reports should be submitted on IIA expense forms within 10 days of event. 4. North American Budget As part of The IIA s budget process, the North American Vice Chair Finance will review and provide the insights of the Global Finance Committee on the North American portion of the budget, including review of project spending and division of NA/Global products and services. 5. Regional Conferences (Rev. 9/2011) a. The IIA will provide up to $5,000 in advances upon receipt of adequate documentation b. The net profit or loss for Regional Conferences accrues as follows: the first $10,000 of net contribution goes to The IIA; 75% of the remaining contribution goes to the host organization and 25% to The IIA. The profits to The IIA will be fully allocated to the Learning Solutions Department. 6. International Conferences For International Conferences held in North America, the split of profit or loss will be recommended by the Global Professional Development Committee and the NA Board Chairman for approval by the Executive Committee. 14

SECTION I: POLICY STATEMENTS AND PROCEDURES E. AMERICAN HALL OF DISTINGUISHED AUDIT PRACTITIONERS AWARD 1. Purpose The IIA s American Hall of Distinguished Audit Practitioners ( Hall ) was created to recognize key individuals in the field of internal auditing who have contributed significantly to the profession throughout their lifetime. It is the highest honor given by the North American Board for the contributions and accomplishments that the recipient has made to advance the profession, setting the standard for others to emulate. 2. Eligibility Criteria In order to be eligible for selection into the Hall, an individual should have: a. Served as a Chief Audit Executive (or equivalent), professor, instructor, audit professional, or in other service to the profession of internal auditing for a minimum of ten years. b. Provided diligent service to their employing organization(s), as evidenced by the support afforded to them by their peers, supervisors, and staff. c. Advanced the profession through thought leadership, presenting on internal auditing at conferences or seminars, or service to The Institute of Internal Auditors in a leadership role. d. Exemplified the finest values of those who practice internal auditing through their highly ethical conduct, integrity, moral character, service and leadership. 3. Process a. The Hall Selection Committee will be composed of five individuals selected by the Chairman of the North American Board. The Committee will include the most immediate past Chairman of the North American Board willing and able to serve, a Representative from at least two different IIA Districts, a senior member of the IIA staff, and a distinguished practitioner in the field of internal audit not currently on the North American Board. The Committee will determine the application form, process, and deadline. b. The Hall Selection Committee will meet to review nominations and select the appropriate number of recipients for the year. Annually, no more than five practitioners will be recognized for this award, although the initial classes may include additional honorees to properly recognize their historical contributions to the profession of internal audit throughout the past seven decades. 4. Recognition Inductees into the Hall will be honored at an appropriate IIA conference or other activity annually, as determined by the Selection Committee. Each recipient will receive an appropriate acknowledgement to publicly illustrate their induction into the Hall, as well as have their name inscribed on an appropriate plaque permanently displayed at The IIA headquarters. 15

SECTION II NA POSITION DESCRIPTIONS

SECTION II: NA POSITION DESCRIPTIONS SECTION II. NA POSITION DESCRIPTIONS As of February 2015 A. NORTH AMERICAN BOARD CHAIRMAN 1. Term of Office The NA Board Chairman is an elected Officer who serves a one-year term. The Chairman must be a CIA. The Chairman may not be reelected to a second term. 2. Responsibilities The duties and responsibilities of the NA Board Chairman shall include, but not be limited to: a. Presides at all North American Board meetings and North American Membership Meetings b. Is a member ex officio of all NA Committees and shall have such duties and powers as prescribed by the North American Board and as stated in the NA Board Policy Manual. c. Appoints all NA Committee Chairmen and NA Committee members except those otherwise specified in the NA Board Policy Manual. d. Assists in establishing relationships with NA professional organizations. e. Works with IIA staff in developing/coordinating agendas, work plans, and other logistical matters. f. Represents the views of North American constituents to the Executive Committee and recommends action to resolve North American issues where appropriate. g. Facilitates open communication between the NA Board and the International Committees. h. Appoints ad-hoc Committees, if necessary, to address specific North American issues. Ad-hoc Committees may be supplemented by outside competency at the discretion of the Chairman. i. Reports regularly to the Executive Committee and the Global Board of Directors on NA activities. j. Serves as a North American Director on the Global Board of Directors. k. Represents the US (or native country) at meetings of the Global Council. l. Serves as member of the NA Nominating Committee. m. Maintains necessary contact with the Chairman of the Board and the IIA President and CEO to determine areas of mutual benefit and needs. 17

SECTION II: NA POSITION DESCRIPTIONS B. NORTH AMERICAN BOARD SENIOR VICE CHAIRMAN 1. Term of Office The NA Board Senior Vice Chairman is an elected Officer who serves a one-year term reporting to the Chairman. The Senior Vice Chairman must be a CIA. The Senior Vice Chairman is expected to succeed as NA Board Chairman the following year or upon any vacancy in the Chairman position subject to remaining a member in good standing and meeting the criteria for selection as defined in the NA Nominating Committee procedures. 2. Responsibilities The duties and responsibilities of the NA Board Senior Vice Chairman shall include, but not be limited to: a. Supervises and coordinates the activities of the following Committees reporting to the Senior Vice Chairman to ensure congruence with the strategies and policies of The NA Board. 1) North American Advocacy Committee b. Works with Chairman of the NA Board on oversight of/participation in strategic planning and key initiatives. c. Chairs the North American Board meetings and performs the duties of the NA Board Chairman in the absence of the Chairman. d. Works with IIA staff in developing/coordinating agendas, work plans, and other logistical matters at the direction of the Chairman. e. Initiates and monitors strategic planning activities for consideration of the North American Board. f. Oversees and monitors the advocacy program for NA, including strategy, targets, and priorities. g. Is in frequent contact with the NA Board Vice Chairmen to assist in maintaining communications and coordination among the Committees and ensure integration of programs with the NA strategic plan. h. Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to the NA Board Chairman between meetings on any new issues. i. Serves as a North American Director on the Global Board of Directors. j. May serve on International or North American Committees. k. Maintains NA Board Policy Manual and recommends changes. l. Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board. 18

SECTION II: NA POSITION DESCRIPTIONS C. NORTH AMERICAN BOARD VICE CHAIRMAN MEMBER SERVICES 1. Term of Office The NA Board Vice Chairman - Member Services is an elected Officer who serves a one-year term reporting to the Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC must be a CIA. 2. Responsibilities The duties and responsibilities of the NA Board Vice Chairman - Member Services shall include, but not be limited to: a. Supervises and coordinates the activities of the following Committees reporting to the VC Member Services to ensure congruence with the strategies and policies of The NA Board. 1) Chapter Relations Committee b. Provides oversight of the IT Advisory Council. c. Oversees and monitors the program for the Annual Leadership Conference. d. Is responsible for coordination of the strategic and operating planning activities for his/her Committees and assists the Senior Vice Chairman in developing the overall strategic plan for the NA Board. e. Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to the NA Board Chairman between meetings on any new issues. f. Provides an annual written evaluation of each of the Committee Chairmen reporting to the VC, containing comments on their attendance at meetings and their effectiveness. g. Serves as a North American Director on the Global Board of Directors h. May serve on International or North American Committees. i. Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board. 19

SECTION II: NA POSITION DESCRIPTIONS D. NORTH AMERICAN BOARD VICE CHAIRMAN PROFESSIONAL DEVELOPMENT 1. Term of Office The NA Board Vice Chairman - Professional Development is an elected Officer who serves a one-year term reporting to the Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC must be a CIA. 2. Responsibilities The duties and responsibilities of the NA Board Vice Chairman Professional Development shall include, but not be limited to: a. Supervises and coordinates the activities of the following Committees reporting to the VC Professional Development to ensure congruence with the strategies and policies of the NA Board. 1) Learning Solutions Committee 2) Regional Conference Committee b. Is responsible for coordination of the strategic and operating planning activities for his/her Committees and assists the Senior Vice Chairman in developing the overall strategic plan for the NA Board. c. Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to the NA Board Chairman between meetings on any new issues. d. Provides an annual written evaluation of each of the Committee Chairmen reporting to the VC, containing comments on their attendance at meetings and their effectiveness. e. Serves as a North American Director on the Global Board of Directors. f. May serve on International or North American Committees. g. Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board. 20

SECTION II: NA POSITION DESCRIPTIONS E. NORTH AMERICAN BOARD VICE CHAIRMAN CONTENT (New 2/2015) 1. Term of Office The NA Board Vice Chairman - Content is an elected Officer who serves a one-year term reporting to the Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC must be a CIA. 2. Responsibilities The duties and responsibilities of the NA Board Vice Chairman - Content shall include, but not be limited to: a. Supervises and coordinates the activities of the following committees to ensure congruence with the strategies and polices of the NA Board. 1) Publication Advisory Committee b. Work with the IIA s Chief Marketing Officer on enterprise wide marketing and communications initiatives. c. Keeps the NA Board informed on current activities related to research, Standards & Guidance, publications, and major thought leadership in development at The IIA. d. Coordinates strategic and operating planning activities for activities related to guidance and research and assists the Senior Vice Chairman in developing the overall strategic plan for the NA Board, serving as a liaison (as appropriate) with the IIA Research Foundation. e. Facilitates information gathering on NA research and guidance needs, and communicates identified needs to IIA Research and Guidance Committees. Influences International Committees and Officers to help ensure identified needs are addressed timely. f. Provides feedback and perspectives from the NA Board to the NA membership, to the Professional Issues Committee, International Internal Audit Standards Board, and other committees as appropriate. g. Facilitates communication to the NA Board, NA leaders and members about available new research and guidance and implications for NA internal audit functions. h. Keeps the NA Board informed on ethics investigations underway for NA members. i. Serves as a North American Director on the Global Board of Directors. j. May serve on International or North American Committees. k. Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board. 21

SECTION II: NA POSITION DESCRIPTIONS F. NORTH AMERICAN BOARD VICE CHAIRMAN SPECIALTY GROUPS (New 2/2015) 1. Term of Office The NA Board Vice Chairman Specialty Groups is an elected Officer who serves a one-year term reporting to the Chairman. The VC should not hold the same position for more than two full consecutive terms. 2. Responsibilities The duties and responsibilities of the NA Board Vice Chairman Specialty Groups shall include, but not be limited to: a. Serving as the board liaison and communication conduit for the various specialty centers of The IIA, including. 1) Audit Executive Center 2) American Center for Government Auditing / Government Audit Center 3) Financial Services Center 4) Environmental, Health & Safety Audit Center 5) Other centers as many established to meet the needs of industry group members b. Is responsible for coordination of the strategic and operating planning activities for her/his Centers and their advisory boards, assisting the Senior Vice Chairman in developing the overall strategic plan for the NA Board. c. Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to the NA Board Chairman between meetings on any new issues. d. Provides an annual written evaluation of the performance of the various advisory boards under her/his purview, as well as suggestions on how to improve their operations and effectiveness. e. Serves as a North American Director on the Global Board of Directors. f. May serve on International or North American Committees. 22

SECTION II: NA POSITION DESCRIPTIONS G. NORTH AMERICAN BOARD VICE CHAIRMAN FINANCE 1. Term of Office The NA Board Vice Chairman - Finance is an elected Officer who serves a one-year term reporting to the Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC must be a CIA. 2. Responsibilities The duties and responsibilities of the NA Board Vice Chairman - Finance shall include, but not be limited to: a. Serves on the Global Finance Committee with responsibility for monitoring financial results and overseeing budget for North America. b. Submits an annual budget to the North American Board for its approval. c. Reports to the NA Board on the financial results, recommended changes in financial policies and procedures, budget, and investment policies and procedures as needed. d. Serves as a member of the Investment Committee. e. Serves as a North American Director on the Global Board of Directors. f. Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board. (See the Finance Committee Charter in the Global Board Policy Manual for further detail.) 23

SECTION II: NA POSITION DESCRIPTIONS H. NORTH AMERICAN BOARD PAST CHAIRMAN 1. Term of Office The most recent Chairman of the NA Board will serve as Past Chairman of the NA Board for one year, with full voting rights. 2. Responsibilities The duties and responsibilities of the NA Board Past Chairman shall include, but not be limited to: a. Provides counsel to the NA Board Chairman as needed. b. Serves as Chairman of the NA Nominating Committee. Solicits nominations for NA Board positions and encourages nominations of highly qualified leaders. c. Serves as a North American Director on the Global Board of Directors. d. Serves as Chairman of the American Hall of Distinguished audit Practitioners Selection Committee. e. May serve on International or North American Committees. f. Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board. 24

SECTION II: NA POSITION DESCRIPTIONS I. NORTH AMERICAN BOARD MEMBER GENERAL DUTIES (INCLUDES ALL POSITIONS LISTED ABOVE) 1. Maintains an understanding of the needs and priorities of North American members and Chapters, or those in Canada, U.S., and the Caribbean where they differ, through contact with North American constituents. 2. Assists in reviewing and analyzing the annual North American budget. 3. Assists in reviewing and analyzing Global Board resolutions for impact on North American Chapters/operations. 4. Assists in determining that the needs of North American members are being met through the North American and International Committee structures. 5. Recommends actions to be taken to address specific North American member needs. 6. Regularly attends the North American Board meetings. 25

SECTION II: NA POSITION DESCRIPTIONS J. NORTH AMERICAN DISTRICT ADVISOR 1. Structure There are at least five District Advisors, who oversee and support the activities of the District Representatives (and ultimately the Chapters) within their respective Regions. DAs should have held positions of Chapter President and District Representative, and may oversee a Region other than the one in which they reside. 2. Term of Office District Advisors will serve two -year teams, with half expiring each year. DAs will be selected by the North American Nominating Committee. DAs may not serve more than two consecutive terms. 3. Responsibilities The duties and responsibilities of the District Advisor shall include, but not be limited to: a. District Representative (and ultimately Chapter) oversight and support 1) Assist the Chairman of CRC by supervising District Reps and Chapters in achieving established objectives 2) Provide leadership development and training 3) Serve as mentor 4) Promote strategic directives 5) Lead succession planning activities within Region 6) Respond to District Representatives needing assistance 7) Act as liaison with Chapter Leaders, District Reps, and IIA staff when necessary 8) Participate in District Workshops as required 9) Provide direction and support for Regional and District Conferences 10) Promote The IIA and its initiatives throughout the Region b. Serve on the Chapter Relations Committee 1) Attend Chapter Relations Committee (CRC) meetings 2) Chair or co-chair CRC Subcommittees and ensure established objectives are achieved 3) Provide leadership by recommending and developing improvements to CRC operations, DA and DR roles, and Chapter activities. 4) Participate in the annual Leadership Conference, including leading certain sessions and assisting IIA staff and volunteer leadership in successful execution of the event. 26

SECTION II: NA POSITION DESCRIPTIONS K. NORTH AMERICAN DISTRICT REPRESENTATIVE 1. Structure There is a District Representative elected or appointed for each District designated as such by the North American Board. 2. Term of Office District Representatives will serve two-year terms, with half expiring each year. District Representatives will be selected by the North American Nominating Committee. District Representatives may not serve more than two consecutive terms. 3. Responsibilities The duties and responsibilities of the District Representative shall include, but not be limited to: a. Assist the Chapters Boards of Governors and Officers in directing the Chapters activities. Guide and assist Chapters with particular emphasis on Chapter operations, membership growth, leadership development, academic relations and succession planning. b. Attend District/Regional conferences in his/her District or Region. c. Conduct and/or participate in Chapter improvement meetings held in the District or Region for Chapter Officers, nominees and interested members. d. Keep District Advisor informed of issues and activities within the DR s District. e. Work with the IIA staff Chapter Relations Manager regarding Chapter activities. f. Oversee and promote the Chapter Achievement Program. g. Assist in forming new Chapters in the District. h. Encourage nominations by Chapters of members to participate in North American and global activities as Officers, Directors, Representatives, and Members of Committees and Task Forces. i. Communicate with and among Chapters on a regular basis. j. Serve on the Chapter Relations Committee (CRC). k. Attend and participate in the annual Leadership Conference. l. Encourage and assist Chapters to host District and Regional conferences. Regional conferences must meet the guidelines and approval of the Regional Conference Committee. m. Play a lead role, together with the leadership of The Institute, in identifying, counseling, training and orienting his/her replacement. 27

SECTION III NA COMMITTEE CHARTERS

THE INSTITUTE OF INTERNAL AUDITORS BOARD POLICY MANUAL SECTION III: NA COMMITTEE CHARTERS SECTION III. NA COMMITTEE CHARTERS As of August 2012 B. NORTH AMERICAN FOCUS 1. A standing committee has been established to oversee nominations for the North American Board, and District Advisors and District Representatives. The NA Nominating Committee reports directly to the NA Board. NA Committee chairs and members are appointed by the NA Board Chairman nominee. 2. NA Committee Chairmen are appointed for one-year terms, but may serve up to three consecutive terms. NA Committee members are appointed for three-year terms, but may be dropped at any time for lack of participation or for changes in the direction/responsibilities of the Committee. a. NA Committee reporting structure 1) The following Committees report through the Vice Chairman-Professional Development Learning Solutions Committee Regional Conference Committee 2) The following Committees report through the Vice Chairman-Member Services Chapter Relations Committee Publications Advisory Committee 3) The NA Advocacy Committee reports through the Senior Vice Chairman. b. Timing of meetings NA Committees will meet with all International Committees at Midyear (November/December) each year. When the International Conference is in North America, Committees may meet with the International Committees (June/July), or may choose to meet in conjunction with the annual Leadership Conference (April/May). When the International Conference is outside North America, all NA Committees will meet in conjunction with the Leadership Conference (April/May). 29

THE INSTITUTE OF INTERNAL AUDITORS BOARD POLICY MANUAL SECTION III: NA COMMITTEE CHARTERS C. NORTH AMERICAN NOMINATING COMMITTEE (NANC) (Rev. 4/2018) 1. Mission To select a strong leadership team that defines and promotes the mission, strategic directives, and objectives of the North American Board and The Institute of Internal Auditors. This shall include selection of a slate of North American Board Members, District Representatives and Advisors to be submitted to the NA membership for election; recommendations for NA Board members to serve on the Global Board (in addition to the NA Board Chairman and Senior Vice Chairman); recommendations for other NA leaders to serve on the Global Board; and recommendations to the NA Board of a slate of candidates to serve on the NA Nominating Committee and the IIA Global Nominating Committee for the coming year. 2. Structure a. The 6-member NANC will include: The past Chairman of the NA Board, who will serve as Chairman. The current Chairman of the NA Board. Four additional members selected by the current Nominating Committee, with at least one member from Canada (if NA Board Past Chair and Chair are not Canadian), and who are independent of the NA Board. Two alternates, one of which must be from Canada. b. To avoid any appearance of conflict of interest, members of the NANC (excluding the NA Board past Chairman and current Chairman) shall not be nominees for any position on the NA Board in that year. c. All members of the NANC must be CIAs. d. To provide continuity, it is recommended that at least two members of the NANC serve the following year. There shall be at least one new member (excluding the NA Board past chairman and current chairman) each year. e. Five members will constitute a quorum. 3. Responsibilities and Guidelines a. North American District Representatives (DRs) and District Advisors (DAs) 1) The NANC will seek input from the chairman of the Chapter Relations Committee and the IIA staff liaison. 2) The NANC will prepare a slate of nominees and communicate the slate to the NA Board. 3) The resulting slate of nominees will be presented for election by the NA members in attendance at the North American Annual Membership Meeting. 4) All DRs and DAs will automatically serve as members of the Chapter Relations Committee. 5) Nomination guidelines: DRs and DAs should have past involvement in local or district leadership, or IIA International Committees. Advisors ideally should have been District Representatives. All DAs must be CIAs. While it is encouraged that all DRs hold the CIA designation, exceptions may be made if there are not qualified candidates with their CIA. The NANC should follow recommendations received from regions or districts, if consensus choice is clearly established by nominations received. Additional consideration should be given to those nominations endorsed by incumbent District Representative. Nominations from the Canadian Nominating Committee (Canadian Board) should be carefully considered for the Canadian DRs/DAs. The NANC has final authority. 30