Governance

The Institution of Analysts and Programmers is incorporated as a company limited by guarantee and operates as a registered charity in England and Wales. Its Constitution comprises of its Memorandum and Articles supported by its Ordinances and Standing Orders, which are underpinned by various regulations. The Institution is ultimately governed by the Trustee Board, which is a voluntary body partly elected from the Institution’s membership at its Annual General Meeting in October of each year.

Members of the Trustee Board are the trustees of the Institution. They discharge their responsibilities in accordance with the Charities Act 2011. The trustees are automatically appointed non-executive directors of the Institution and have the legal duties and obligations of company directors under the Companies Act 2006. The trustees exercise their powers collectively under the Institution’s Constitution, unless individuals are specifically authorised otherwise by the Trustee Board.

The President and Vice-President are elected for renewable one year terms by the Trustee Board from the Elected Trustee at its first meeting after the Annual General Meeting each year. The most senior officer of the Institution is the President, who acts as the professional body’s ceremonial head. The Vice-President of the Institution deputises for the President. The Treasurer and Secretary are appointed annually for renewable one year terms by the Trustee Board at its first meeting after the Annual General Meeting each year.

The Trustee Board reserves certain matters for its consideration but delegates much of its power to the Director General, who appoints the Institution’s Executive Board with their approval. The Director General is the Institution’s Chief Executive Officer and its strategic leader. The Executive Board is chaired by the Director General and comprises the Director for Professionalism and Education, the Operations Director, the Finance Director, the Director for Member Engagement, the Technology and Communications Director and the Marketing Director. The Executive Board also benefits from the advice of the Director Emeritus. The Trustee Board has several committees that focus on various aspects of the Institution’s work. The Audit and Risk Committee is responsible for auditing the Institution’s activities and assessing its exposure to risk. It is chaired by the Treasurur and two other Members of Trustee Board, who must not hold any executive post within the organisation. The Treasurer also chairs the Remuneration Committee, which consists of two Members of Trustee Board (again who must not hold any executive post) and sets the fees of senior executives.

The Nominations and Appointments Committee is chaired by the President and consists of three Members of Council and the Director General. It is responsible for appointing Members of Trustee Board to Trustee Board committees, as well as working with the Director General to appoint the executive directors and other senior members of staff. The Nominations and Appointments Committee also makes recommendations to the Trustee Board regarding the election of Distinguished Fellows and Companions of the Instititution. The committee also recommends the appointment of the Director General.

The President’s Committee, which consists of the Honorary Officers and Secretary of the Institution and the Director General, considers urgent matters and such other business as the Trustee Board considers fit to delegate to it from time to time.

The advisory Council of the Institution considers matters referred to it by the Trustee Board and represents the views of the membership to the trustees. Members of the Council act as ambassadors of the Institution representing it to the wider IT community and the general public.

EXECUTIVE BOARD

The Executive Board of the Institution of Analysts and Programmers is led by the Director General and is responsible for the management of the Institution. The Director General names the Executive Directors for consideration by the Nominations and Appointments Committee, who ultimately make their formal recommendation to the Trustee Board. The Director General is appointed by the Trustee Board on the advice of the Nominations and Appointments Committee. The Executive Board generally meets eight times a year, usually in London. The former Director General, Mr Mike Ryan, who has been appointed Director Emeritus, acts as a consultant to this body. The Executive Board consists of the following Executive Directors:

•  Director General

•  Director for Professionalism and Education

•  Operations Director

•  Finance Director

•  Director for Member Engagement

•  Marketing and PR Director

TRUSTEE BOARD

The Trustee Board comprises of:

•  up to six Elected Trustees elected at a general meeting by the membership

•  up to three Lay Trustees appointed from outside of the membership of the Institution by the Trustee Board

•  an appointed Trustee to act as Treasurer as an Ex Officio Trustee

•  the Director-General as an Ex Officio Trustee (unless remunerated)

•  the Chair of the Council as an Ex Officio Trustee

•  the Vice-Chair of the Council as an Ex Officio Trustee

 

There are up to six Elected Members on the Trustee Board, who are elected for (renewable) three-year terms at a General Meeting (usually the Annual General Meeting). The Trustee Board is responsible for interviewing and proposing candidates to serve as Elected Trustees to ensure the Institution has a properly balanced team to lead it. The Trustee Board has the power to co-opt any member of the Institution as a Co-Opted Trustee to fill a vacancy that may occur amongst the Elected Trustees to serve until the next Annual General Meeting.

The President and Vice-President are elected by the Trustee Board from the Elected Trustees to serve a (renewable) one year term at its first meeting after the Annual General Meeting. The Treasurer is appointed for a (renewable) one year term by the Trustee Board at its first meeting after the Annual General Meeting. The Treasurer does not need to be a member of the Institution. The Constitution allows for up to three lay representatives (who are not members of the Institution) to be appointed as trustees by the Trustee Board with the intention of broadening the skills and perspective of the Board. The remaining members of the Trustee Board are trustees by virtue of their office.

•  Paul Lynham MSc PGCE FIAP (President) – Elected Trustee

•  Martin Doe CITP MBCS MIAP (Vice-President) – Elected Trustee

•  Graham Fenton FIAP (Treasurer & Secretary) – Appointed Trustee

•  Edwin Keen MSc FIAP MIBPR – Elected Trustee

•  Simon Reed MIAP – Elected Trustee

•  EUR ING Alastair Revell BSc CEng CITP MBCS FRSA FIAP – Ex Officio Trustee

COUNCIL

The Institution’s Constitution allows for an advisory council of its members to advise the Trustee Board on any matter that it refers to the Council. The Council has no executive authority within the Constitution and any decision reached by the Council is not binding on the Institution or Trustee Board. Once inaugurated, the Council will discuss professional matters relating to the Objects of the Institution, including the development, installation, maintenance, testing and security of software. It will also actively canvas the opinions of the members of the Institution and represent their views to the Trustee Board. The Council’s Chair and Vice-Chair, elected from Members of the Council, will be Ex-Officio Trustees (unless otherwise disqualified to act as trustees). The President, Vice-President, Treasurer and Director General are ex-officio members of the Council, who with the Chair and Vice-Chair of Council represent the Trustee Board at Council meetings. Members of Council are expected to act as ambassadors of the Institution and to actively promote the Institution to its members, the wider IT community and the general public.

COMMITTEES

The Trustee Board of the Institution maintains committees inline with the best practice guidance on corporate governance contained in the UK Corporate Governance Code to address audit and risk, the remuneration of senior staff members, the appointment of Members of Trustee Board to its committees and the appointment of Executive Directors. The Nominations and Appointments Committee also has a role in nominating members for internal and external honorary awards. The Trustee Board delegates some decisions to The President’s Committee, which is a standing committee comprising of the President, Vice-President, Treasurer, Secretary and Director General.

The Membership Committee oversees the election and promotion of members while the Disciplinary Committee rules on breaches of the Institution’s Member Regulations. The Professional Standards Committee establishes and maintains the standards for each grade of membership. The Committees usually meet electronically using teleconferencing facilities, although they do periodically meet face-to-face at convenient locations around the United Kingdom. The Trustee Board of the Institution delegates some of its business to its committees:

•  Audit and Risk Committee

•  Nominations and Appointments Committee

•  Remuneration Committee

•  The President’s Committee

•  Membership Committee

•  Disciplinary Committee

•  Professional Standards Committee

ANNUAL REPORT & ACCOUNTS

Click on the link to download the IAP: Annual Report & Full-Accounts 31.5.2023.pdf