An overview of our governance, committees and divisions
An overview of our governance, committees and divisions
The Chartered Governance Institute UK & Ireland is a division of The Chartered Governance Instititue which is incorporated and governed by Royal Charter. Royal charters are awarded to bodies that work in the public interest and which can demonstrate pre-eminence, stability and permanence in their field. Our Royal Charter was granted in 1902 and continues to signal the vital role that we play in developing and supporting governance professionals. Members who complete their professional qualifications can style themselves as ‘chartered’ – a by-word for professional competence.
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.
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.
Governance of The Chartered Governance Institute UK & Ireland is managed by the CGIUKI Board and its sub-committees.
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.
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.
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.
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.
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.
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.
The Chartered Governance Institute has three Council Committees and nine Divisional Committees which direct and oversee its governance.
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.
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.
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: