GOVERNANCE FOR THE MERGED BODY
The merged actuarial body presents a welcome opportunity to create a new Charter (and associated Bye-laws and rules or regulations) to bring our governance documentation in line with modern best practice.
The new Charter content had to be structured as an amendment to one of the two existing Charters. The initial preference was to use the Faculty Charter because it was granted first. But on further consideration of legal, tax and pension scheme issues linked to the associated Company House registrations of the two Charter bodies, Joint Council has decided to use the Institute Charter as the basis.
Our approach
As this was one of the work strands of the merger project which required extensive external advice it was lead by Caroline Instance, Chief Executive, under the guidance of the Management Board which gave regular input in monthly meetings. Requests for steers and decisions on policy were put to Joint Councils.
When considering what the new governing documentation should look like the Councils started from the following first principles:
- The Privy Council’s requirements.
- Regulatory compliance: The most appropriate governance arrangements for the merged body – to operate in a way most suited to the current regulatory regime.
- Clarity: The need to keep the document as simple as possible, ensuring that the Charter and Bye-laws, which can be amended only with the future consent of the Privy Council, contained only matters needed in top-level documents, with matters of detail left for the new merged organisation to address on its own initiative. It will be written in plain English, keeping legal jargon to an absolute minimum.
- Maximum flexibility: Since chartered bodies are not subject to the doctrine of “ultra vires”, which means that they can do anything a “natural person” can within the law, and do not need specific powers to do anything it is not necessary to list everything that the body intends to do. This gives the new organisation the ability to adapt as it evolves rather than be constrained by gratuitously detailed documents.
- Merger matters: any agreements regarding the merger arrangements between the Faculty and the Institute in 2008.
- Professional matters: Items of concern to working actuaries that will not change, such as standards, subscriptions, examination structure, etc.
Progress to date
The workstream took expert advice throughout the process. Those Council members with particular knowledge and interest in the detail of governing documentation used a wiki to work on drafts. There were discussions at the meetings of the Councils on 4 February, 31 March, 29 April and 29 May 2009. At the last meeting, the sign-off on the prospectus appendices (following final legal vetting) was delegated to two Council members (one Faculty, one Institute) and the Chief Executive.
The Councils are confident that they have produced a governance structure and supporting documentation that is efficient and meets the legal and fiduciary obligations of Chartered Actuarial Profession.
You will find more information in the FAQs section on this microsite: these will be developed further as questions arise. Specific questions on any particular by-law should be submitted to merger@actuaries.org.uk
For full details of the governance for the Chartered Actuarial Profession you can download a PDF of the Prospectus appendices.