Corporate Governance Council processes The Council conducts its business through regular meetings. Arrangement of the meetings include: • Meetings are chaired by the President • Meetings are held monthly • Eleven members of the Council required for a quorum • Attendance can be in person, by telephone, video conferencing or other electronic means • Council meeting agenda is considered and confirmed at the Executive Committee meeting held prior to each Council meeting • Normally two rounds of Council paper distribution, the first seven calendar days before the meeting and the second as necessary • Council minutes are produced for each meeting, with one set of abridged minutes uploaded to the Members’ area of the Institute’s website The Chief Executive and Registrar, as Secretary to the Council, is responsible for ensuring that related policies and procedures are followed. Council discussions during 2022/23 The Council held 12 ordinary meetings during the financial year. Attendance records of individual members can be found on the Institute’s website. Institute members can also read abridged minutes of the meetings, available in the Members’ area of the website. At the ordinary meetings, the Council discussed matters including: Strategy and governance • Strategic action plan • Strategy in Mainland China development • Progress on the regulatory reform • Sustainability standard setting • 50th anniversary celebration • Council composition and co-option of Council members • Guidance on nomination of committee members • Nominations to external bodies and appointments to the Institute’s boards and committees • Nomination of Student Disciplinary Committee • Membership appeal case • Reports from boards and committees • Policy and procedures for management of committee performance • Management structure Operations • Regulatory matters • Quarterly meeting with the accounting profession’s LegCo representative • Audit fees • Review of the Qualification Programme (QP) promotional activities effectiveness • Consolidation of trusts • Enterprise Risk Management Advocacy • Government budget • Sustainability – Net-zero pathway Human resources • Salary and bonus review for general staff • Performance review of Chief Executive and Registrar • Change of the Chief Representative for the Beijing Representative Office Committees The Council is supported in its activities by various boards and committees. These ensure that the operations of the Institute’s management and other committees are aligned with the strategies and policies set by the Council through submitting periodic reports. Committees conduct meetings physically, with dial-in and virtual conference facilities also made available. Committee nominations were sought in November 2022, with members invited to submit their names and CVs for consideration by the Nomination Committee. Committees were appointed for one year by Council in January 2023 after recommendations from the Nomination Committee. Ordinary members of committees are generally subject to a six-year term limit on a particular committee, but may serve up to an additional three years as a deputy chairman and three years as the chairman. The terms of reference of these committees can be found on the Institute’s website. As a result of the further reform of the regulatory regime of accounting profession, the Qualification Oversight Board and Regulatory Oversight Board, as well as the Disciplinary Panels, Investigation Panels, Practice Review Committee and Professional Conduct Committee have been disbanded. As there are still ongoing disciplinary proceedings presided by members of the Disciplinary Panels, the terms of these individuals will continue until the conclusion of the relevant disciplinary cases. Committees that previously reported to the oversight boards, such as the Qualification and Examinations Board and the Registration Committee, will report directly to Council. These committees are statutory committees and are under the AFRC oversight. Governance-related committees will continue to report directly to the Council, while the remaining committees report to the Executive Committee in accordance with past practice. The following tables provide details about the responsibilities, significant matters considered or resolved, and membership of the oversight boards, governance-related committees, and Executive Committee. 26
RkJQdWJsaXNoZXIy MTkzNjgzNg==