Directors’ role
The members of the Chartered IIA Council have overall responsibility for the affairs of the Chartered IIA. Directors are expected to:
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Contribute to the strategic vision and objectives of the Chartered IIA
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Regularly attend and participate in Council meetings
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Be members of various Chartered IIA committees
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Meet with the President and contribute to the review of the Council’s performance
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Acquaint themselves with the activities of the Chartered IIA and be aware of the external pressures and stakeholders seeking to influence the Chartered IIA
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Represent the Chartered IIA and promote the interests of the Chartered IIA
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Contribute to the development of the strategic direction of the Chartered IIA
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Constructively challenge and help develop the proposals put forward by the Chartered IIA management team
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Oversee the implementation of the agreed strategy and the effective operation of the day-to-day affairs of the Chartered IIA
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Support the Executive in ensuring that the IIA is financially sustainable so that it can effectively implement its strategy in the interests of the membership and profession
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Work with the Chartered IIA Executive Team to help communicate key Chartered IIA activities or initiatives
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Be advocates for the profession and the Chartered IIA, attending a series of Chartered IIA events held nationally and at regional level as well as regional committee meetings.
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Conduct their role in Council in line with the Governance Handbook
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Abide by the Chartered IIA’s Code of Conduct
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Maintain currency and relevance to best practice to within the profession and complete their CPE requirements as laid down each year
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Ensure that all views are heard and included in line with the Chartered IIA’s Equality, Diversity and Inclusion statement.
Your legal responsibilities:
Chartered IIA Council members are the equivalent of company directors and have the legal duties and responsibilities that accompany this role. The directors are agents of the Chartered IIA, and as agents, have:
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a fiduciary duty of loyalty and good faith. This means that the Directors must act in good faith, in what they believe to be the best interests for the Chartered IIA. Also, they can only exercise the powers conferred upon them for the purposes set out in the Charter (the objects). Finally, they should not place themselves in a position where their personal or business interests’ conflict with their duties to the Chartered IIA.
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a duty of care and skill. This duty takes account of any particular skill and knowledge that the Director has along with the level of diligence as would be displayed by a reasonable person in the circumstances.
Whereas the powers of the directors are exercised collectively, the duties are owed individually.
As the Chartered IIA is an incorporated body, this limits the liability for directors. The Chartered IIA also provides Directors and Officers Indemnity Insurance for the directors. Liability should therefore only be an issue where a Director has acted negligently and breached either his or her fiduciary duty, or duty of skill and care. Therefore acting honestly, reasonably and with due diligence will protect the Director.