CHAPTER COUNCIL CHARTER

Preamble
Chapters are established by the Board of the Institute of Internal Auditors –
Australia (IIA-Australia) to provide a local community and organisation forum for
members. The Chapter is the primary mechanism for providing members in each
State/Territory the opportunity to meet and it also provides the opportunity for
input to the National Office and the Board on member needs and issues.
A Chapter is not a legal entity. It is part of the organisation structure of the IIA-
Australia.
IIA-Australia members are automatically allocated to a local Chapter when they
become a member of IIA-Australia. This is based on the primary business address
of the member and may be varied on request (usually dependent on main business
location of the member).

Chapter Councils
Governance Philosophy and Approach
• The Council will assist the development of members and the IIA-Australia.
• On behalf of the stakeholders, especially the Members, the Chapter Council is
explicitly responsible for assisting the implementation of the IIA-Australia
Strategic Plan in accordance with the directions of the Board and the National
Office.
• In discharging their responsibilities the Council, and individual councillors, have
a duty to act in the best interests of the IIA-Australia as a whole, irrespective of
personal, professional, commercial or other interests, loyalties or affiliations.

Strategic Leadership
The Council will:
• Provide input to the Board and National Office that assists in
identifying and understanding emerging trends and issues.
• Develop and implement annual business plans to achieve the
strategic objectives.
• Seek to achieve the KPIs as determined by the Board and National
Office from time to time.
Structure
The Chapter will have a Council to direct its activities. A Council will have a
minimum of 5 members and up to 15 members on it at any time. The term of a
Council member is 3 years and Councillors may seek re-election for a total
continuous period of up to 9 years. Minimum required positions are:

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020

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 • Chapter Chair
• Vice Chair (maximum 2)
• Plus other operational position/s as required by the Board1.
A Council can decide to establish other positions and may establish sub-committees
to assist in its role or as directed by the Board.
The Council will ensure that:
• There is an effective process for encouraging members to nominate
for Council so that the Council maintains an effective mix of skills
and backgrounds that broadly reflect the nature of the Chapter
membership base
• There is succession planning for positions on Council and

• Members are encouraged to nominate for Board positions.

Reporting and Responsibilities

• The Chapter Chair reports to the Board which has delegated this functional and
administrative responsibility to the CEO. The Chair is responsible for collating
input to the various National Office plans and to then guide the Chapters’
implementation of these and Board policies to achieve the objectives of the IIA-
Australia.
• The Chapter Chair is responsible for ensuring the various roles and
responsibilities of the Chapter are conducted in accordance with the Operating
Roles and Responsibilities of the Board, Chapters and National Office 2 as they
exist and are updated from time to time.
• The Chapter Council is not responsible for the financial outcome of IIA-Australia
activities in the local community or State. However, it is responsible for
achieving certain KPIs as defined in the Operating Roles and Responsibilities of
the Board, Chapters and National Office.

Compliance and Integrity

The Council will:
• promote ethical behaviour amongst its members and ensure
compliance with the Board’s Personal Conduct of Office Bearers 3

1
See By-Law 601.4
2
See Addenda A
3
See Addenda B

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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 and Conflict of Interests Guiding Principles4, the IIA-Australia stated
values, laws and regulations, audit and accounting principles and
any other governance documents.

Secretariat Duties
• The Council Chair, or a delegated council member 5, will minute the
matters arising from all meetings. The minutes will be ratified by
members in attendance/discussion at the next Council meeting.
• The Council Chair will circulate the approved minutes to the
Company Secretary promptly after approval.

Use of Member Lists

The Council will:
• Engage with the wider membership in a region and invite them to
attend member meetings and events.
• Encourage the establishment of sub-chapters in larger population
centres away from the capital city.
• Target potential members and CAEs in firms and companies that do
not currently benefit from IIA-Australia membership.
• Follow-up with former members of the IIA-Australia and encourage
them to become members again.
Rules for use:
• Lists are to be used for the sole purposes listed above.
• The contents are not to be made available to persons outside the
Chapter Council. If there are members of the Council with potential
conflicts of interest in having access to the lists then the Chapter
Chair is expected to use his or her discretion and not make the
details known to that person/s.
• Any contact with members would need to occur responsibly and as
a member of the Chapter Council.

Review of Charter
• This charter is to be reviewed by the Board annually to provide assurance that
it remains consistent with the Board’s objectives and responsibilities.

4
Refer to the Annual Business Practices Awareness and Compliance Certification
form
5
To assist the administration of the Council, a Secretary is usually appointed from
amongst the councillors.

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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 ADDENDUM A

OPERATING ROLES AND RESPONSIBILITIES OF THE

BOARD, CHAPTERS AND NATIONAL OFFICE
INTRODUCTION

The following table describes the operational interrelationships between the Board,
Chapters and National office. It recognises the fact that Chapter Councillors are
volunteers and that their resources and responsibilities are limited.

Board Chapter National Office

Strategy Set National Office Develop and Set National Office

priorities, KPIs and implement Chapter plans and actions to
operating structure Action Plans (in implement strategy
through the IIA- conjunction with
Australia Strategic National Office) to
Plan achieve National
strategy and
objectives

Provide input into the Collate input from Provide professional

Strategic Plan and local members and association input and
monitor its feed through to the support to Board via
achievement National Office CEO
Member Relationship
Manager

Membership Set National and Provide input to the Develop and execute
State targets Membership Membership
Recruitment Plan, as Recruitment Plan and
developed by the the Membership
Member Relationship Retention Plan
Manager
Conduct personal
meetings, telephone
contact, etc. (as per
National Office Plans)
to assist in achieving
the membership
targets of National
Office

Contact members in
accordance with the
Membership
Recruitment &
Retention Plans

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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 Board Chapter National Office
Professional Approve National Provide input to Develop PD program
Development (PD) Office’s PD program National Office on for all states,
program budget program ideas and including timing,
topics of local interest instructors, venues,
or need fees and topics
Encourage members
to attend PD courses

Board Chapter National Office

Education Program Approve the Encourage members Provide Chapters with

(i.e. Certifications Education Program to participate in the details of the
& GradCertIA) budget Education Program Education Program
Develop and execute
the Education
Program Marketing
Plan

Member Meetings Approve the budget Responsible for Provide financial

supporting Chapter scheduling and support in accordance
Member Meetings conducting Member with the Chapter
Meetings including Activity Plan
presenters, format,
Guide topic choice in
sponsors, venues,
response to issues,
etc.
changes in standards,
Responsible for etc.
proactively promoting
Provide staff liaison
Member Meetings in
support to Chapters
order to maximise
member participation Chapter Annual
meetings to be
organised in
conjunction with the
Jul/Aug Members’
Meeting
Assist to identify
sponsors for venues,
catering etc.
Approve expenditure

Financial Approve budget Submit a Chapter Develop budget and

Activity Plan in Sep control expenditure
for the following
financial year

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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 Board Chapter National Office
Advocacy Approve advocacy Develop local Develop advocacy
initiatives relationships and initiatives and
support advocacy execute
actions in accordance
with National Office
advocacy initiatives

Board Chapter National Office

Professional Issues Channel Professional Facilitate and Organise forums for

Issues through the encourage members members to
CEO to contribute to participate in and
issues and forums contribute ideas on
professional matters
Ensure members feel
on a National and
part of a vibrant and
Global basis.
professional
association

Board and Council Oversee elections in Encourage local Conduct elections

elections accordance with members to nominate
Constitution for Chapter Council
and Board positions

Summary of Operating Roles, Responsibility and Reporting

Board
• The IIA-Australia is a national organisation that is governed by a Board
• Board member elections will be overseen by the Board
• The Board Nominations Committee will seek out and encourage members to
nominate for Director positions.

Chapter
• Chapters are the primary mechanism for members in each State to meet
and provide input to the National Office on member needs and issues.
Chapter Councils are the ‘eyes and ears’ of IIA-Australia in their respective
jurisdictions.
• The Chapter Council is not responsible for the financial outcome of the IIA-
Australia activities in the State/Territory. However, it is responsible for
proactively promoting to members the benefits of attendance at State
Conferences and SOPAC.

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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Chapter Chairs
• With assistance from the National Office and the Board, the Chapter Chair
has responsibility for:
▪ Leading the Chapter and ensuring it is active, vibrant and effective;
▪ Communicating National Office initiatives and developments to other
Councillors;
▪ Encouraging diverse opinions and views;
▪ All aspects of the Council’s performance;
▪ Continuously improving Council operations and be a mentor to less
experienced Councillors;
▪ Representing the interests of the IIA-Australia locally; and
▪ Providing feedback to National Office on National Office performance
in assisting Council or on any other issues of local concern or
interest.
• Chapter Chairs also have an important role to play in communicating to
new members in accordance with the Member Retention Plan.

National Office
• National office, through the CEO, will regularly report to the Board on
Chapter performance. KPIs include:
Council Engagement & Governance
• Number of council meetings per year
• Diverse council membership (including gender, background, sector)
• Councillor attendance >75%
• Active involvement of all councillors
• All minutes provided to IIA-Australia Company Secretary
• Targets for sponsor support of meetings

Membership Growth
• Member growth target
• Member retention > 90%

Member Engagement
• Number of member meetings per year
• Total meeting attendees per year
• Member satisfaction (Council; Member meetings; Conferences; National
Office; IIA)

State Initiatives
• TBA – each Chapter should determine a range of local initiatives that
promotes the role of the IIA and adds value to members

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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 • National office has primary responsibility for planning and delivering on
membership growth, professional development programs, financial
outcomes and services to members.
• National Office is responsible for overall service delivery to the members in
each Chapter. National Office staff will work with Chapter Chairs to
address any issues in service delivery from National Office to the members
in the Chapter and any issues the Chapter Council is encountering in
implementing the Operational Plan and Board policies.

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020
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 ADDENDUM B

PERSONAL CONDUCT OF OFFICE BEARERS

INTRODUCTION

This statement is not designed to overrule the Institute of Internal Auditors –

Australia Board Charter but to complement the content and to articulate expected
behaviour of Directors, Chapter Chairs, Councillors and members of IIA-Australia
Committees.

In the conduct of his/her role as a Director of the IIA-Australia it is expected that

Directors:

1) Have an obligation to be independent in judgement and actions and to take

all reasonable steps to be satisfied as to the soundness of all decisions taken
by the Board;

In the conduct of his/her role as a Director, Chapter Chair, Councillor or Committee

Member of the IIA-Australia it is expected that they:

1) Should act honestly, in good faith and in the best interest of the IIA-
Australia;

2) Should use due care and diligence in fulfilling the functions of office and
exercising the powers attached to that office;

3) Must use the powers of office for a proper purpose, in the best interest of
the IIA-Australia as a single organisation;

4) Have regard for the interests of all stakeholders of the IIA-Australia;

5) Not take improper advantage of their position;

6) Not allow personal interests, or the interests of any associated person or

other organisation, to conflict with the interests of the IIA-Australia;

7) Not engage in conduct likely to bring discredit upon the IIA-Australia;

8) Demonstrate consensus with decisions made by the Board;

9) Should not act as a communications spokesperson for the IIA-Australia, but

should refer anyone enquiring on these matters to the CEO of IIA-Australia;

10) Should be an advocate for the profession and the IIA-Australia but should
refer any requests for media interview/contact to the CEO;

11) Should respect and be considerate of their colleagues, employees and

stakeholders of the IIA-Australia;

12) Should value diversity and differing opinions of their colleagues, employees
and stakeholders of the IIA-Australia;

13) Should, in the first instance, discuss any perceived breaches of this conduct
charter with the Chairman of the Board of the IIA-Australia;

14) Should be supportive of the IIA-Australia staff and other colleagues and not
enter into discussions about possible perceived breaches/omissions etc. but
refer such matters to the CEO or Chairman of the Board as appropriate.

Approved: September 2006; Amended May 2011; Amended: September 2014; Amended May 2015;
Reviewed May 2016; Reviewed May 2017; Reviewed and updated June 2020

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