The Royal Charter
To approve amendments to the Royal Charter.
Explanatory Note
As a result of various changes to the ICAS Rules over the years differences have
arisen between the terminology in the Royal Charter and Rules. The revised Royal
Charter includes a number of drafting changes which are intended to align the terminology
of the Royal Charter and Rules.
- Council’s power to make Regulations is to be explicitly recognised in the Royal
Charter rather than included within the ICAS Rules. Accordingly, Clause 3D (shown
below) has been inserted into the Supplementary Charter of 1951.
- Provided they are not inconsistent with this Charter and with the Rules, Council
shall have power from time to time to make Regulations for the administration of
the affairs of ICAS, for the regulation of Members, CA Student Members, Affiliates
and Firms and for the purposes of carrying out functions provided for under legislation
or otherwise or for the purpose of carrying any Rule into effect and may at any
time and from time to time repeal, alter or add to the Regulations for the time
being in force.
- The reference to the Accountancy and Actuarial Discipline Board at Clause 3C of
the Charter has been replaced by a generic reference to a “Public Disciplinary Scheme”.
This will enable ICAS to avoid the need for further amendments should the Financial
Reporting Council amend the name of the scheme, or a successor scheme is set up
under any revision to the Companies Act 2006.
A copy of the amended Royal Charter is included.
The ICAS Rules
To approve the revised ICAS Rules
Explanatory Note
The purposes of the revisions to the ICAS Rules are:
- Transfer of administrative provisions from the ICAS Rules into Regulations.
- Changes of terminology.
- Modernisation of the ICAS Rules to reflect ICAS working practices, including the
removal of redundant Rules.
Transfer of administrative provisions from the ICAS Rules into Regulations
To give ICAS greater flexibility to regulate its affairs, a number of administrative
provisions have been transferred into Regulations. This process has resulted in
a number of revisions being made to existing Regulations, and the creation of new
Regulations such as the General Regulations (see Resolution 3).
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The revised Regulations primarily relate to the regulatory areas, including public
practice, insolvency, investigations, discipline and appeal. No significant changes
have been made to these Regulations. Copies of the revised Regulations can be accessed
on the ICAS website at icas.org.uk
Changes of Terminology There have been a number of changes in terminology
in order to make the Rules as clear as possible and to reflect current practice.
These are:
- References to ‘the Institute’ have been changed to ‘ICAS’ in line
with current practice.
- References to ‘CA Students’ have been changed to ‘CA Student Members’.
This description has been changed to enable tighter drafting of the Rules but also
to reflect current regulatory practice. CA Students are subject to ICAS ethics and
discipline and are therefore subject to certain aspects of membership. However CA
Students do not have voting rights. It should also be noted that the terminology
is sufficiently flexible to allow students to continue to be called ‘CA Students’.
- References to ‘Regulated Non-Members’ (which relates to non-members in the
statutory regulated areas of audit, investment business and insolvency) have been
changed to ‘Affiliates’. The amendment has been adopted to bring ICAS in
line with other regulatory bodies. Such individuals will continue to be bound by
aspects of the ICAS Rules under a contractual relationship, including an obligation
to be bound by the ICAS Rules and Regulations, including investigation and discipline.
Affiliates do not have voting rights.
Modernisation of the ICAS Rules To bring greater clarity, the following amendments
have been made to the Rules:
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Voting procedures
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Annual and special general meetings – member business
The revised ICAS Rules provide that the business of an annual general meeting will
be to:
- receive and approve the annual report of Council;
- receive a report from the Public Interest Members;
- receive and approve the annual financial statements of ICAS;
- announce the election of Office-bearers;
- announce the election of members of Council;
- appoint the Auditor; and
- conduct any other business which may be introduced by Council.
Under the revised ICAS Rules if members wish to raise business this will be done
through a special general meeting called for the purpose of dealing with that business.
-
Referendum
The provision permitting a referendum is now redundant since under the revised ICAS
Rules members can call a special general meeting to introduce business at any time.
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Composition of Council
The detailed provisions relating to the composition of Council (including the number
of Council members that are elected and otherwise appointed) have been transferred
to the General Regulations. There are no changes to the current composition of Council,
and the General Regulations provide that any future amendments will require the
agreement of members at a general meeting (Resolution 3). The Rules have been redrafted
to specify that membership of Council should comprise of certain minimum proportions
of members, elected members and public interest members rather than absolute numbers.
This offers future scope for the members in general meeting to change the size of
Council without the need to secure Privy Council approval.
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Authorisation of fee increases
Under the current Rules special general meetings have been called every October
to approve the annual subscription and fees for the following year. This is usually
the only item of business and the meetings have been poorly attended. In light of
the expense of holding a special general meeting every year, the revised Rule relating
to the annual subscription and fees gives Council the authority to increase these
if required, subject to the restriction that the increase cannot exceed the Designated
Price Index plus 2%. Any increase beyond this limit would require approval by the
members in general meeting.
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Calling of meetings
In the existing Rules the annual general meeting is held on a set date. To provide
greater flexibility and to reflect current best practice, the revised Rules provide
that the annual general meeting will be held at least once in each calendar year
but no later than 15 months after the last meeting. In addition the notice period
for the annual general meeting has been increased from 14 days to 60 days. The notification
period for a special general meeting remains 28 days.
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Grounds for disciplinary action
The grounds for disciplinary action have been redrafted and there will be three
grounds on which a member, CA student member or affiliate may be liable to disciplinary
action. These grounds are:
- Professional misconduct
- Unsatisfactory professional conduct, and
- Professional incompetence.
The aim is to minimise the risk of judicial challenge, to make the current policy
clear and fair, and to enable ICAS to take disciplinary action in the public interest
if necessary.
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The Regulation Board
The Regulation and Compliance Board has been renamed as the “Regulation Board”.
This Board will be established under the Rules (rather than Regulations) and will
derive its powers from Council. The Regulation Board will present Regulations to
Council for approval but will otherwise enjoy operational independence, save that
it will continue to report to Council and the Oversight Board.
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The Discipline Board
Like the Regulation Board, the “Discipline Board” has been formally established
under the Rules. The Discipline Board oversees the Discipline and Appeal Tribunals
and will present Regulations to Council for approval but will otherwise enjoy operational
independence.
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Debt arrangement schemes
At present the Rules require that any member who is made bankrupt or grants a trust
deed must inform ICAS and apply to be retained in membership; they may then cease
to be a member. The Rules do not presently cover debt arrangement schemes and have
been amended to include members who enter into a debt arrangement scheme.
A copy of the revised ICAS Rules is included.
General Regulations, Parts 5, 6 & 7
To approve parts 5, 6 & 7 of the General Regulations Explanatory Note
Explanatory Note
As noted under Resolution 2, certain administrative matters previously included
in the Rules have been transferred into Regulations, including the General Regulations.
The General Regulations support the revised ICAS Rules and there are no changes
of substance other than those referred to in the Explanatory Note to Resolution
2 above.
Most of the provisions of the General Regulations come within the remit of Council
to authorise.
There are three parts which require the approval of members in a general meeting
as they affect members’ democratic rights in relation to the governance of ICAS.
These are:
- Part 5 – Membership of Council
- Part 6 – Election of Office Bearers, and
- Part 7 – Powers, duties and business of Council.
A copy of the General Regulations is included.
That the Council be and is hereby empowered to accept any alteration or addition
to the foregoing Resolutions which may be required by The Lords of Her Majesty’s
Most Honourable Privy Council as a condition precedent to the allowance of the amendments
provided for by such Resolutions.