Our governance

Organisation

As a chartered body, The Chartered Governance Institute is not directly subject to the laws and codes of practice relating to companies. Instead our constitution, governance and operational arrangements are set out in our royal charter and byelaws. As best practice, The Chartered Governance Institute UK & Ireland voluntarily applies the provisions of the UK Corporate Governance Code in preparing its annual report and accounts where it is reasonable to do so.

Management of the Institute is vested in the Council which comprises members elected by members living in the UK, Republic of Ireland and Associated Territories, and by members living in each of the divisional territories (or by their Divisional Committees) with Council membership being awarded on a proportionally representative basis depending on the number of members in the territory. The most recent Past President who is eligible and willing to be a member of the Council also serves in an ex-officio capacity.

The Council has designated the following territories as divisions: Australia, Canada, China (including Hong Kong), Malaysia, New Zealand, Singapore, Southern Africa and Zimbabwe. Management of CGIUKI's affairs in the divisions has been delegated to Divisional Committees. The Divisional Committee that represents The Chartered Governance Institute UK & Ireland is known as the CGIUKI Board.

The CGIUKI Board is made up of members elected by our members living in the UK, Republic of Ireland and the Associated Territories. Associated Territories are countries where members reside and are administered by the CGIUKI Board at the date of adoption of the existing byelaws. The Institute's affairs in the rest of the world, excluding The Chartered Governance Institute UK & Ireland and the other divisions, will be managed by the Council.

Charter and Byelaws

Our Royal Charter was granted in 1902 and has been subject to a number of revisions over the subsequent years, the latest one being in 2019. The Institute's byelaws were revised and updated in 2023 and passed by Her Majesty's Privy Council on 14 February 2023.

View the Royal Charter and byelaws

Regulations

Download a copy of the new regulations

Board

Governance of The Chartered Governance Institute UK & Ireland is managed by the CGIUKI Board and its sub-committees.

CGIUKI Board

The CGIUKI Board manages the affairs of the Institute and controls all assets, liabilities, income and expenditure of the Institute in or related to the UK, Republic of Ireland, Associated Territories, Channel Islands and the Isle of Man. The Committee is composed of:

Any CGIUKI member on the Council elected to Honorary Office (of the Institute as opposed to the CGIUKI Division) by the Council;

The two most recent Past Presidents of the CGIUKI Board if they are willing and able to serve;

Those members elected to the CGIUKI Board by the members in CGIUKI such number to be determined by the CGIUKI Board from time to time having due regard to the effectiveness and operating costs of the Board.

The CGIUKI Board is a committee of the Council of the global Institute.

Discover the CGIUKI Board members

Audit & Risk Committee

The Audit & Risk Committee is responsible for monitoring the integrity of the financial statements of the CGIUKI division and its subsidiary companies keeping under review the effectiveness of the Group's internal controls and risk management systems; oversight of the internal audit function; and overseeing the selection processes for the engagement of external and internal auditors when required. The Committee is composed of a minimum of four members. These might include Fellows, Associates and Affiliated members of the Institute and non-members. At least one member of the Committee shall have recent, relevant financial experience. 

View Terms of Reference

Education and Learning Committee

The Education and Learning Committee is responsible for advising the CGIUKI Board on all aspects of all qualifications within CGIUKI, including all those leading to membership of the Institute. It will also monitor the delivery of the learning and development programme and will provide assurance to the Board regarding the implementation of the programme and its alignment with CGIUKI’s strategy. An Assessment Review Panel monitors the quality and standard of CGIUKI examinations. 

View Terms of Reference

Membership Committee

The Membership Committee is responsible for assessing and recommending to the CGIUKI Board candidates to be admitted to membership or upgraded to Fellowship within CGIUKI. It also makes recommendations to the Board on the systems and procedures established to implement admissions policy, provides guidance on member benefits and monitors the Continuing Professional Development and Public Practice Scheme. The Committee is composed by a minimum of three members. These might include Fellows. Associates and Affiliated members of the Institute and non-members.

View Terms of Reference

Nominations and Remuneration Committee

The Nomination and Remuneration Committee is responsible for ensuring the composition of the CGIUKI Board (the Board), is fit for purpose, for the nomination of CGIUKI President and Vice-Presidents and to make recommendations to the Board on changes to its structure, size and composition and the membership of its standing committees and its subsidiary companies. It is also responsible for ensuring the process to appoint the Chief Executive is fair, open and transparent and for approving its annual remuneration package; and with the Chief Executive’s advice, review the remuneration arrangements of the Senior Management Team (Executive Team) and succession planning.

View Terms of Reference

Investment Committee

The Investment Committee oversees all matters concerning the investment of funds on behalf of the CGIUKI Board (the Board), such as recommending the investment strategy and having oversight of its implementation including setting investment return requirements and the monitoring of investment performance. The Committee is composed by a minimum of four members including three members of the Board one of whom shall be the Chair of the Audit & Risk Committee, and at least one other member with recent and relevant investment experience. Members of the Committee might include Fellows, Associate, Affiliated members of the Institute and non-members.

View Terms of Reference

Divisions

The Chartered Governance Institute has three Council Committees and nine Divisional Committees which direct and oversee its governance.

Council

The Council is responsible for all matters set out in the Charter and byelaws, particularly those under byelaw 44.1. The Council manages the Institute’s business including oversight of the Divisional Committees, and setting and maintaining the qualification standard required for being a member.

It is composed of the most recent Past President, and Fellows elected to the Council by each Division, the number of which is determined according to the number of members in a division.

Council Committees

Executive Committee

The Executive Committee is responsible for overseeing the long-term strategic plans developed under the leadership of the President and agreed by the Council. It also makes recommendations to Council on the annual business plan and annual budget.

It is composed by the President, three Vice-Presidents and the immediate Past President, plus the Chairman of the PSC.

Professional Standards Committee

The Professional Standards Committee maintains the international professional standard for qualification as a chartered secretary. It is a standing committee of the Council. The President and immediate Past President are members of the committee. Other members are selected for their professional and academic expertise.

Outside the UK, Republic of Ireland and associated territories, The Chartered Governance Institute is organised into 8 divisions:

Divisions

Australia

Canada

China

Malaysia

New Zealand

Singapore

Southern Africa

Zimbabwe

Vacancies

The CGIUKI Board (Board) is seeking to appoint a new CGIUKI Representative to the Council (Council) of CGI Global. The goal of the Council is to have a diverse composition in gender, race, culture, and background, a wide range of skills and experience, and to act in a collegiate manner and with diverse thought. 

The CGIUKI Representative will assist in the effective management and control of CGI Global by agreeing on the global strategy and monitoring its progress, ensuring that there is a balance between CGI Global's needs and those of its nine divisions', and actively contributing both from the CGIUKI's perspective but concurrently reflect on global impact.

There is one vacancy to be filled and we encourage CGIUKI Fellow members with the required experience to stand as we continue our efforts to drive the profession forward. This is not just a role, but an opportunity for personal growth and professional development. Elections of the Representative to Council will be made by the Board under the CGIUKI Regulations and the Nomination and Election Rules.

We are always on the lookout for fresh ideas, diverse experiences, and new viewpoints to safeguard the profession's future. We would especially welcome applications from candidates with media, technology, ambassadorial, and/or commercial expertise and experience. For further information on these requirements, please contact Cynthia Mora-Spencer at cmoraspencer@cgi.org.uk, Institute Secretary.

Role of the CGI Global Council

The Council is responsible for CGI Global's overall leadership and management and for ensuring its goals are met. It carries out this responsibility by reviewing and approving CGI Global's strategic aims, objectives, plans, and annual budgets. The Standing Orders of Council and Matters Reserved can be found here.

Membership of the Council

The Council comprises members elected by CGI Global's members living in each of its nine divisions (or by their divisional committees) and the Professional Standards Committee Chair. Council membership is awarded on a proportionally representative basis, depending on the number of members in each division. The most recent past presidents of the Council also serve in an ex-officio capacity.

There are currently 15 Council members (one of them, from CGIUKI, seeking re-election). The Director General and the Institute Secretary attend all Council meetings. For more information on the Council's membership, please click here.

Responsibilities of Council members

Elected members of the Council have a role akin to that of a non-executive director. They are expected to:

• Have a genuine interest in, and a good understanding of, the work of the Institute and the profession it represents.
• Promote the success of the Institute and its members.
• Advocate for CGI Global and CGIUKI with members, students, and the wider governance community to enhance the Institute's reputation.
• Promote and demonstrate high standards of ethical behaviour and corporate governance.
• Bring an independence of mind and expression, is comfortable with inclusive decision-making and is willing to unreservedly share their thoughts and actively listen to the perspectives of others.
• Comply with the CGI Global's Code of Conduct.
• Maintain strict confidentiality regarding sensitive information and the Council's business. 
• Have the gravitas, capacity, and willingness to potentially progress to Vice-President and subsequently President.

On this occasion, we would especially welcome applications from CGIUKI Fellows who bring relevant media, technology, ambassadorial and/or commercial expertise and experience.

Time commitment

A minimum of two meetings are held each year. The meetings are typically held over two days around April/May at CGIUKI's offices in London and around September/October in one of the nine divisions' offices (Australia, Canada, Hong Kong/China, Malaysia, New Zealand, Singapore, Southern Africa and or Zimbabwe). The meeting that the successful candidate is expected to attend in 2024 is scheduled for 3/4 October in Hong Kong; the date for the meeting in Spring 2025 is yet to be agreed.

The annual general meeting of the Global Institute is expected to be held around September/October each year, at the same time as a Council meeting. You might also be called upon to attend other Council meetings to deal with any urgent matters, although it is unlikely that this would occur often, and these meetings will be held virtually and last up to two hours. In addition, you may be asked to serve on committees and/or working groups of the Council, which will require additional time commitments.

Period of Appointment

The appointment will be made for an initial period of three years. Commencing on 1 July 2024, Council members can stand for re-election for a second three-year period.

Remuneration

Members are not remunerated for their service but can claim reasonable expenses incurred in carrying out their duties/or roles according to CGIUKI's expenses policy.

Next steps

This is an exciting opportunity to support the work of CGI Global representing CGIUKI, so if you have the skills described above and are interested in joining the CGI Global Council as a member, please write a statement (500 words) detailing your experience and what you think you can bring to the role. Two CGIUKI members must nominate you, and they can do so by completing this form.

Please also attach your CV or your LinkedIn profile. Your expressions of interest and the form completed by your nominees should be emailed to Cynthia Mora Spencer, Institute Secretary, at cmoraspencer@cgi.org.uk by 18.00 hrs on Friday, 31 May 2024. Under the CGIUKI's Nomination and Election Rules, the election of the Council Representative will take place at the next Board meeting on Tuesday, 11 June 2024.

More information about CGI Global and its governance structure can be found on its website. If you would like to speak to Cynthia Mora Spencer, please contact her at the email address above.