Governance updates

In 2019, the ICE Council and Trustee Board agreed in full the findings from the Presidential Commission’s Final Report. The recommendations of this report have now been implemented.

Implementation of Findings

The Findings were implemented using a three-stage approach.

Stage 1: Procedural Changes

Those findings which are mainly procedural will be implemented as soon as practicable.

Stage 2: Regulations and Terms of Reference Changes

Those findings which necessitate a change to the Regulations or Terms of Reference have been reviewed and amended by the Trustee Board and the Council. This stage is now complete and the Regulations and Terms of Reference are available to view below.

Stage 3: By-law Changes

Those findings which affected the By-laws required the approval of the Trustee Board and the ICE’s Corporate Members. A ballot was held, and achieved the required two-thirds majority for these to be approved. The Privy Council approved the amendments to the By-Laws at its meeting on 21 October and these will come into from 3 November 2020.

Stage 1: Procedural Changes

Transparency and openness are vital elements in building confidence in the Institution’s governance. The Governance pages of the ICE’s website have been revamped to incorporate the Commission’s recommendations in this area. Below are some examples of the changes we have incorporated.

  • Volunteer Handbook – provides useful advice on how members can get more engaged with ICE.
  • Terms of Reference - current Terms of Reference for the Trustee Board, Council, Nomination Committee and the main standing committees which report to the Trustee Board.
  • Governance Handbook – serves as a simple guide to ICE Governance and is updated each year to reflect emerging best practice. It is available on the Trustee Board page on the ICE website.
  • Trustee Board Minutes – minutes are published after each Trustee Board meeting once approved by the chair and are then confirmed once approved at the subsequent meeting.
  • President’s Calendar – details past and forthcoming events so that members may be aware of the President’s considerable activities.
  • Annual and Special General Meetings – provides details about our Annual General Meetings, Annual Reports and Special General Meetings.
  • Council Meetings – the Council has reshaped its agenda and will host a series of talks in April 2020 which will be open to the membership and interested parties to debate and discuss.

Stage 2: Regulations and Terms of Reference Changes

The Commission findings required changes to the Disciplinary Regulations and the Terms of Reference for the President, Trustee Board, Council, Nomination Committee and the principal committees. These changes have now been approved by the Council and Trustee Board are available to view below:

  • Disciplinary Regulations
  • Trustee Board Terms of Reference
  • Nomination Committee Terms of Reference

The rest of the ICE’s principal committee terms of reference are available to view on the Boards, Committees and Panels webpage.

Nomination Committee (NOMCO)

A member-led committee was formed to review the Nomination Committee Terms of Reference, led by David Porter, Chair of the ICE Audit Committee, working with Lawrence Shackman, recently Chair ICE Scotland, and ICE Council member and FIR Committee Chair Kate Cairns. The work of the committee was well-received by Trustee Board and Council, and you can download their final report.

Communications Committee

A Communications Committee has been formed to review how we engage with our membership, wherever they may be, to ensure that the ICE is transparent and inclusive. This is being led by Liz Waugh, a trustee and a professional communications expert. One of their first actions will be to discuss with Council in December how we can improve member engagement in key governance votes.

Stage 3: By-law Changes

In order to implement the Commission Findings in full, changes were required to the Institution’s By-Laws, which required ICE members’ agreement in a ballot.

Members were asked to vote on seven resolutions about the following amendments and additions to the By-laws:

  • a change the composition of the Trustee Board to allow ICE voting members to elect four trustees. This in line with the key principle that the majority of Trustee Board members should be elected either directly or indirectly by the ICE voting membership;
  • a reduction in the number of Vice-Presidents to three, all of whom will succeed to become President (subject to annual approval by the Council);
  • a change in terminology for ‘Nominated’ and ‘Ordinary’ members to provide clearer definitions;
  • the insertion of provisions that provide for the election of ‘Ordinary’ members of the Trustee Board;
  • the insertion of provisions that: (i) automatically end the term of office of a member of the Trustee Board where that person is no longer legally able to be a Trustee; and (ii) provide a mechanism for the Trustee Board to dismiss a Trustee; and
  • transitional provisions to provide continuity so that existing trustees serve their appointed time and new trustees are introduced over a three-year cycle.
  • A change to the rules for attendance and voting at a Special General Meeting (SGM) to allow Non-Voting Members to attend an SGM as an observer and make an oral contribution;
  • The insertions of provisions that that allow those voting members who are unable to attend a SGM in person to be able to vote by post or electronically (before and during the meeting).

It was announced at the ICE’s 2020 Annual General Meeting that Corporate Members had approved all of the resolutions. More details on the results of the ballot can be found in the draft 2020 AGM minutes. The amendments were subsequently approved by the Privy Council at its meeting on 21 October and will come into effect from 3 November 2020. You can view the Royal Charter and By-laws 2020 on our dedicate page.

More Information

For more information on the Presidential Commission’s findings and to read the final report, please visit the Presidential Commission page.

If you would like more information about any of the proposed governance changes, please email [email protected].