ICSA general meeting — subsequent events

From the President

AGM results

14 September 2016

The Institute’s Annual General Meeting was held on Wednesday, 14 September 2016 at 5:45pm (local time) at the Four Seasons Hotel Sydney, Ballroom 2, 199 George Street, Sydney, NSW 2000, Australia

The businesses on the agenda were:

1. To receive and consider the report of the Council on the business of the Institute for the year ended 30 June 2016.

2. To receive comprehensive financial statements of the Institute for the year ended 30 June 2016.

Results

The vast majority of the voting members approved the resolutions put forward at the annual general meeting.

The following resolutions were voted on by way of a poll:

  For Against Withheld Total
Resolution 1 252         2 1 255
Resolution 2 252 1 2 255

AGM results

10 September 2015

The Institute’s Annual General meeting was held on Thursday, 10 September 2015 at 6.30pm at the Connexion@Nexus Auditorium, Level 3A, No 7 Jalan Kerinchi, Bangsar South City, 59200, Kuala Lumpur, Malaysia.

The business on the agenda was:

  1. To receive:
    (a) the report of the Council on the business of the Institute;
    (b) the audited accounts of the Institute for the year ended 31 July 2014; and
    (c) a statement of income and expenditure of the Institute for the year ended 31 July 2015.
  2. To appoint Moore Stephens LLP, 150 Aldersgate Street, London, EC1A 4AB, United Kingdom, as auditors and authorise the Council to determine their remuneration.
  3. Subject to such amendments as Her Majesty in Council may require, approve the amendments to the Institute’s byelaws of 5 March 2014 as set out in Appendix A.
  4. To authorise the Secretary, as a matter of course, to make any corrections to general grammatical, numbering or typographical errors and be authorised to incorporate any amendments to the byelaws as required by Her Majesty in Council which do not materially affect the intent and meaning of the proposed amendments to the byelaws referred to previously in Resolution 3.

Results

The vast majority of the voting members approved the resolutions put forward at the annual general meeting.

Resolution 1                                                                                   The members present at the meeting duly passed this resolution unanimously on a show of hands.

 

Proxie received:

For Against
402 1

 

The following resolutions were voted on by way of a poll.

  For Against
Resolution 2 573         4
Resolution 3 570 8
Resolution 4 570 7

 

Update on progress with the ICSA Charter and By-law changes

 18 December 2013

I would like to bring you up to date with recent developments concerning member approval of a new Royal Charter and byelaws to govern the Institute of Chartered Secretaries and Administrators (ICSA).

As you would be aware a General Meeting of members was held in London on 11 December 2013 to vote on the new Charter and by-laws. I am pleased to advise that all four resolutions were carried in favour with the voting results as follows:

   Votes
for
 %  Votes
against
 % Votes
total
Votes
withheld
Resolution 1
Changes to the Royal Charter
 7129  88.85 895 11.15 8024 38
Resolution 2
Changes to the by-laws
7116 88.72 905 11.28  8021 41
Resolution 3
Provision for limited further
amendments to the Royal Charter
7135 89.03 879 10.97 8014 48
Resolution 4
Provision for limited further
amendments to the by-laws
7131 89.00 881 11.00 8012 50

 

Of the total votes recorded, the Australian Division delivered 1294 votes with only three recorded as against.

Following the General Meeting of members, a Council meeting was held the following day to, among other things, elect honorary officers for 2014. I am pleased to advise that the following were elected:

  • Frank Bush (Australian Division) – President 
  • Dato Muhammad Hafidz Nuruddin (Malaysian Division) – Vice President
  • David Venus (United Kingdom Division) – Vice President
  • Peter Turnbull (Australian Division) – Vice President
  • The newly approved Charter and by-laws are a new beginning for ICSA with the introduction of true proportional representation on the Council. It is expected that formal approval will be given by the Privy Council in February/March 2014 with a Council meeting under the new composition in March/April of 2014.

The members of the Committee for Australia (CFA) and the Board of Governance Institute of Australia LTD are pleased with the outcome of the vote. We congratulate Frank Bush FCIS FGIA and Peter Turnbull FCIS FGIA on their election as ICSA office holders, who along with Tim Sheehy FCIS FGIA, Governance Institute CEO, have been instrumental in achieving this outcome.

There is considerable work ahead in reinvigorating the Institute’s brand internationally which has been neglected over the last couple of years. However there is a great future ahead for ICSA and the qualification of Chartered Secretary. Your board looks forward to contributing to the future of ICSA and what it can bring to members in Australia.

In closing I would like to thank Australian members for their ongoing support during this difficult period. It was gratifying to witness the high voting participation for the General Meetings and the positive feedback we received

Wendy Wills FCSA FCIS
PRESIDENT
Institute of Chartered Secretaries and Administrators — Australian Division

 

22 January 2013

I would like to bring you up to date with recent developments concerning progress toward a new Charter and Bye-laws to govern the Institute of Chartered Secretaries and Administrators (the Institute).

As Bill te Kloot advised just before Christmas, the Council of the Institute met in London on 7 and 8 December 2012 to determine the new constitutional framework for the Institute’s governance. Central to the new framework is the agreed abolition of the inbuilt majority on Council for the United Kingdom and Republic of Ireland. You will recall that the matter of proportional representation received overwhelming support from members at the December 2011 General Meeting.

I wish to advise that at the 18 January 2013 meeting of the Committee for Australia (Committee) it was agreed to end the Australian Division’s suspension in the affairs of the Institute effective immediately.

The decision was made on the expectation that the proposed Charter and Bye-laws will be sent to the Privy Council by 31 January 2013 (or within a matter of days) as a precursor to the holding of a new General Meeting of members later this year. Should the eventual General Meeting of members not result in a positive outcome for the approval of the changes to the Charter and Byelaws the Committee may need to review its position.

The Committee is pleased to see the progress that was made at the 7 and 8 December 2012 meeting of the Council of the Institute and looks forward to a successful meeting of members later this year and a new beginning for the Institute.

We will continue to keep you informed of developments.

Wendy Wills FCSA FCIS
PRESIDENT
Institute of Chartered Secretaries and Administrators — Australian Division

 

20 December 2012

I would like to bring you up to date with recent developments concerning progress toward a new Charter and Bye-laws to govern the Institute of Chartered Secretaries and Administrators (the Institute)

The Council of the Institute met in London on 7 and 8 December 2012 to determine the new constitutional framework for the Institute’s governance. Central to the new framework is the agreed abolition of the inbuilt majority on Council for the United Kingdom and Republic of Ireland. You will recall that the proposed changes received overwhelming support from members at the December 2011 members meeting.

It is also central to the proposed new structure that the United Kingdom part of the Institute will become a separate Division in its own right as is already the case with the other Institute Divisions around the world

The Council approved the new framework unanimously and it is expected that the draft Charter amendments and new draft Bye-laws will be submitted for comment to the Privy Council Office early in the New Year. The next step will be to take the new constitutional framework to a general meeting of members which is expected to take place in the second quarter of 2013.

The Board of Chartered Secretaries Australia is pleased to see that progress has been made and looks forward to the proposed new Charter and Bye-laws being put before members for their approval as soon as possible following appropriate consultation with the Privy Council.

We will keep you informed of developments.

WL te Kloot FCSA FCIS
PRESIDENT
Institute of Chartered Secretaries and Administrators — Australian Division

 

26 June 2012

As many members would be aware the members of the Committee for Australia (CFA) and the Board of Chartered Secretaries Australia (CSA) were concerned about the delay in the progress with changes to the Charter and Bye-laws. I wrote to the Council of the Institute of Chartered Secretaries and Administrators’ (ICSA or Institute) on 17 May 2012 outlining our concern.

This update is to let you know that on Sunday, 24 June 2012 the CFA, as the representative of members resident in the Australian Division, resolved to suspend its participation in the affairs of the Institute.

The suspension will stay in place until a formal written request is put before the Privy Council that seeks its approval to implement changes to Charter Article 17 and Bye-Law 23. Both of these important changes, which will remove the UK’s in-built majority position, have been approved by members and adopted by the Institute’s Council (as set out in the Notice of Meeting for the requisitioned General Meeting convened for 8 December 2011).

The ICSA International Council agreed on 2 February 2012 to submit these changes to the Privy Council by 1 March 2012. Unfortunately there has continued to be a significant delay in the progress of the changes to the Charter and Bye-laws.

Please click here to view a copy of the letter that was approved by the CFA and sent yesterday to the members of the Council of the Institute.

The members of the CFA hope you understand that this decision was not taken lightly.  The Australian Division has participated in all aspects of the redrafting of the Charter and Bye-laws in good faith and has acceded to a very much lengthened time line from that envisaged in the February resolutions.

The members of the Committee for Australia sincerely wish to see the Institute have the governance structure that the Members voted for late last year and that it needs.  However, it has no choice at this time but to distance itself until progress is made in accordance with the agreement made by the Institute’s Council on 2 February 2012.

WL te Kloot FCSA FCIS
PRESIDENT
Institute of Chartered Secretaries and Administrators — Australian Division

 

Outcome of the meeting held in London on 2 February 2012

Message to members
6 February 2012

ICSA International Council (Council) is pleased to announce that at its meeting on 2 February 2012 there was overwhelming support for a new constitutional framework which will allow us to work more closely together. It was agreed:

  • to put to the Privy Council for its consideration the new Bye-law providing for proportional representation on the Council
  • to protect the standard of the professional qualification by incorporating it into a new Bye-law. This together with other Bye-law changes previously agreed by the Council will be put to members for approval as soon as they have been reviewed by the Privy Council
  • to ensure the UKRIAT assets and liabilities remain under the control of the UK Committee.

We have worked together to formulate these proposals and will continue to do so in the drafting of the new Bye-laws. Feedback from members has been heard and consultations with them are ongoing. This agreement represents great progress and the opportunity to update the governance structure of the Institute. As a consequence of these very positive developments Council also decided to withdraw the proposals put to the general meeting held on 8 December 2011.

On behalf of the ICSA International Council:
Frank Bush FCIS
Gavin Downs FCIS
Bob Lees FCIS
Lorraine Young FCIS

Regards,

WL te Kloot FCIS
President
Institute of Chartered Secretaries and Administrators — Australian Division