THE INSTITUTE OF INTERNAL AUDITORS
NORTH AMERICAN BOARD
POLICY MANUAL
REVISED APRIL 2016
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
i. INTRODUCTION
TABLE OF CONTENTS
INTRODUCTION ................................................................................................................................................................. 3
SECTION I. POLICY STATEMENTS AND PROCEDURES .......................................................................................................... 5
A. North American Institute ............................................................................................................................................. 5
B. North American Board ................................................................................................................................................. 6
C. North American Membership....................................................................................................................................... 9
D. Nomination, Election, Removal and Replacement of District Representatives, District Advisors and North
American Directors .................................................................................................................................................... 11
E. North American Financial Matters ............................................................................................................................. 13
F. American Hall of Distinguished Audit Practitioners Award ......................................................................................... 15
SECTION II. NA POSITION DESCRIPTIONS ........................................................................................................................ 17
A. North American Board Chairman ............................................................................................................................... 17
B. North American Board Senior Vice Chairman ............................................................................................................. 18
C. North American Board Vice Chairman – Member Services ......................................................................................... 19
D. North American Board Vice Chairman – Professional Development........................................................................... 20
E. North American Board Vice Chairman – Content ....................................................................................................... 21
F. North American Board Vice Chairman – Specialty Groups .......................................................................................... 22
G. North American Board Vice Chairman – Finance ........................................................................................................ 23
H. North American Board Past Chairman ........................................................................................................................ 24
I. North American Board Member – General Duties (includes all positions listed above) .............................................. 25
J. North American District Advisor ................................................................................................................................ 26
K. North American District Representative..................................................................................................................... 27
SECTION III. NA COMMITTEE CHARTERS ......................................................................................................................... 29
A. North American Focus ................................................................................................................................................ 29
B. North American Nominating Committee (NANC) ....................................................................................................... 30
C. Canadian Board .......................................................................................................................................................... 33
D. Chapter Relations Committee (CRC) ........................................................................................................................... 35
E. Learning Solutions Committee (LSC)........................................................................................................................... 37
F. North American Advocacy Committee (NAAC) ........................................................................................................... 39
G. Publications Advisory Committee (PAC) ..................................................................................................................... 40
H. Regional Conference Committee (RCC) ...................................................................................................................... 41
APPENDIX A. FREQUENTLY USED TERMS ........................................................................................................................ 43
2
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
i. INTRODUCTION
THE INSTITUTE OF INTERNAL AUDITORS
NORTH AMERICAN BOARD POLICY MANUAL
INTRODUCTION
In December 2002, the membership of The IIA approved new Bylaws to restructure IIA’s governance. Part of the
restructuring was the creation of a North American Committee as a Committee of the Corporation, established to oversee
the affairs of North America. Based on an extensive review of North American Activities in 2004, the charter was revised
and the name of the Committee was changed to the North American Board to better reflect its oversight responsibilities.
This manual has been reviewed and modified subsequently.
The purpose of this Manual is to provide information and guidance to the members of the North American Board, North
American Directors, District Representatives, and others on the policies and procedures unique to North American
members.
Policies and procedures in this Manual provide guidelines for North American operations. They are a supplement to the
governing documents of The Institute, and are not intended to be in conflict with either the Bylaws or the Board Policy
Manual of The Institute.
3
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I
POLICY STATEMENTS AND PROCEDURES
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
SECTION I. POLICY STATEMENTS AND PROCEDURES
A. NORTH AMERICAN INSTITUTE
North America includes members in the US, Canada, specific Caribbean countries, Bermuda, and Guyana.
1. Vision
The North American Institute of The Institute of Internal Auditors provides exceptional value to our members and is
the recognized and respected voice of the internal audit profession in North America. We are the advocates for our
profession and our members. We promote excellence in the performance of our services and delivery of our
products to our constituents.
2. Mission
We are dedicated to elevating practitioners’ expertise and enhancing the recognition of the value of internal
auditing in the United States, Canada, Caribbean, Guyana, and Bermuda.
5
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
B. NORTH AMERICAN BOARD (REV. 4/2016)
1.
Vision
The North American Board is the key representative and proponent of the internal auditing profession within
North America and an influential leader in the Global IIA.
2.
Mission
The mission of the North American Board is to ensure that volunteer and staff activities of The IIA adequately
address the needs of North American membership through continuous monitoring of programs, services and
budgets relating to North American members and Chapters.
3.
Structure
All NA Board members are elected for one- or two-year terms and may serve a maximum of two full two-year
consecutive terms (to coincide with terms on the Global Board of Directors). While serving two-year terms on the
NA Board, all NA Board Officers shall be elected for one-year terms. All Officers are eligible for reelection to a
second term in their position except the Chairman of the Board who may not serve successive terms.
The North American Board will have 12 members, with the ideal composition as follows:
•
•
•
•
•
•
1 Representative from Canada (Condition may be met if Canadian is included in a category below, but it
does not exclude consideration of additional Canadian members).
3 Representatives from the five largest Chapters in the United States.
5 Representatives at-large representing the diversity (by Chapter size, IIA experience, geography (US,
Canada, and Caribbean), industry, gender, job position, etc.) and knowledge leaders of the profession
1 immediate Past Chairman of the NA Board
1 North American Representative of the Global Executive Committee
1 IIA President and Chief Executive Officer (ex-officio, non-voting)
Any deviations from above will be explained by the NA Nominating Committee in writing.
The NA Board Officers are as follows:
•
•
•
•
•
•
•
Chairman
Senior Vice Chairman
Vice Chairman – Finance
Vice Chairman – Content
Vice Chairman – Member Services
Vice Chairman – Professional Development
Vice Chairman – Specialty Groups
The Officers and members of the NA Board will be selected by the NA Nominating Committee and elected by the
NA membership during an Annual Meeting. The NA Board will report to the Global Board of Directors.
4.
Authority (Extracts from the Bylaws)
a.
The authority of the North American Board is established in The IIA’s Bylaws.
Extract of Bylaws Article VII, Section 1:
“The North American Committee (NA Board) is a Committee of the Corporation established to oversee
programs, services, and budget relating to North American members and affiliates. North American members
are those who pay dues directly to The Institute. North American affiliates such as Chapters and Institutes are
those whose members pay dues directly to The Institute or that may be designated as such by the Board of
Directors.”
6
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
b.
SECTION I: POLICY STATEMENTS AND PROCEDURES
As a Committee of the Corporation, the NA Board is vested through the Bylaws with authority or responsibility
for certain transactions and events.
Extract of Bylaws Article II, Sections 3-6:
“Section 3. The NAC (NA Board) is accountable to the Board of Directors and shall have such authority and
responsibility as prescribed by the Board of Directors or as specified in these Bylaws.
Section 4. The NAC (NA Board) shall authorize the following transactions, subject to Board approval:
a.
b.
c.
d.
e.
f.
g.
The North American portion of The Institute’s operating budget.
Approval of changes in membership dues for North American members.
Funding for capital projects and major programs intended primarily for North American Operations.
The sale, other disposal, or acquisition of property (real and personal property) located in North America.
The partial or total liquidation of the investment portfolio.
The acquisition, merger, disposal, or licensing of any major IIA program in North America.
Entry into mergers, joint ventures, partnerships, or other strategic alliances in North America.
Section 5. The NAC (NA Board) shall have final review and authority over the following transactions:
a.
b.
Changes in the volunteer organizational structure to serve members designated as North American and
recommendations to the Global Nominating Committee for candidates for the 10 North American
Directors.
Establishment of Subcommittees as needed to address needs of North American members.
Section 6. The NAC (NA Board) has such other duties as may be prescribed in these Bylaws or as stated in its
charter.”
5.
Responsibilities
The North American Board operates similar to other worldwide affiliates, with the ability to monitor the activities
of volunteer and staff operations, introduce new programs, approve the budget for North American operations,
and participate in the deliberations of the global organization.
The NA Board can be dissolved only by a full membership vote. It is empowered with certain authorities and
responsibilities, but is subservient to the Board of Directors for final approval of actions that cannot be delegated.
In addition to the authorities noted in 4 above, the NA Board has the following responsibilities:
a.
b.
c.
d.
e.
6.
Monitor the needs of North American members and chapters, recognizing the needs of the individual
countries within North America.
Ensure that the activities of The IIA Headquarters staff adequately address the needs of the North
American membership and address any concerns with the Chief Officer for North American Operations or
the President and CEO of The IIA.
Oversee activities of the Canadian Board in accordance with its charter.
Ensure that various volunteer committees continue to serve and meet the needs of North American
members and chapters, and address any concerns through the existing professional council structure.
Present recommendations to the Executive Committee for review and integration into the total IIA
activities (i.e., Committees and staff).
Meetings and Voting
The NA Board will meet at least three times annually. Additional meetings may be called in person or by
teleconference as needed to carry out the business of the NA Board.
A majority of members constitutes a quorum for a meeting. Attaining a simple majority of the members
participating will pass any action requiring a vote.
7
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
Members should inform the Chairman of their views and suggestions on matters to be discussed or matters they
wish to have discussed at meetings they are unable to attend. Board members who miss two consecutive NA
Board meetings (including teleconferences) without proper notification to the Chairman may be requested to
resign.
8
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
C. NORTH AMERICAN MEMBERSHIP
1.
Background
Extract from the Bylaws:
“Article III, Section 3 – Eligibility and admission to membership and criteria for maintaining membership shall be
according to the rules established by the Board of Directors. The North American Committee (NA Board)…may
establish their own rules of eligibility so long as those rules are consistent with those set by the Board. NAC (NA
Board)…rules of eligibility that are different from those established by the Board must be approved by the Board.
The Board of Directors grants the NA Board and affiliates the right to determine their own rules of eligibility so
long as those rules are consistent with those set by the Board.
Extract from the IIA Board Policy Manual, Section I:
1.
2.
2.
The IIA is an association of individual members. Membership may include such classes as Member, Educational
Member, Student Member, Retired Member, or other classes determined by the affiliate as beneficial to the
overall goals and objectives of The Institute.
All members of an affiliate must also be members of The Institute.
Rules of Eligibility for Membership
The rules of eligibility for membership are promulgated by the North American Board to furnish a comprehensive
guide to the classification of applicants who apply for admission to membership. In applying these rules, it is
emphasized that there is no election allowed to the applicants as to the class in which they are to be admitted. As
an example, applicants who possess all of the requisite qualifications to be Members cannot be admitted as
Student Members, even though they make application for this latter class of membership.
a.
Member
The Member Classification is open to individuals involved in internal auditing, internal controls, risk
assessment, information systems auditing and related fields. Also to those who have an interest in internal
auditing, e.g., members of Audit Committees, external public accountants, controllers, CEOs, CFOs, and
suppliers of services.
Once members have been admitted to the Member class, they shall be eligible to continue as Members
regardless of any change in their occupation.
b. Educational Member
The class of Educational Member shall be open to educators whose principal employment is teaching in
colleges and universities.
c.
Student Member
The class of Student Member shall be open to those engaged in a degree program at colleges or universities,
provided such persons cannot qualify as a Member or an Educational Member. Student membership is limited
to a maximum of six years duration.
d. Honorary Member
Members receiving the Bradford Cadmus Memorial Award, Victor Z. Brink Award for Distinguished Service and
Past Chairmen of the Board of Directors shall automatically become Honorary Members in accordance with
the Global Board Policy Manual.
9
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
e.
SECTION I: POLICY STATEMENTS AND PROCEDURES
Retired Member
The class of Retired Member is open to those who retire from active employment and who are members in
good standing of The Institute at the time of their application for this classification of membership. Such
member status also applies to Educational Members.
f.
Life Member
The class of Life Member will automatically be given to those members (all classifications) who have
accumulated 40 years of membership in The Institute. Life Members receive membership, if desired, at no
cost.
Regular members who wish to show a long-term commitment to The Institute, may pay to become a Life
Member by a one-time fee established by the North American Board.
3.
Reinstatement of Membership
A person whose membership shall have been terminated by resignation or for nonpayment of dues, assessments,
or other indebtedness or who resigned when delinquent in payment of dues may be reinstated within one year
after the date of such termination upon written request from such person, accompanied by payment of all
arrearage in dues, assessments, or other indebtedness for the year in which his/her membership terminated.
4.
Denial of Membership or Candidate Status
An applicant to The IIA, for membership or to become a candidate for any IIA certification, must
demonstrate good moral character and fitness. The IIA reserves the right to deny membership or
candidate status to any applicant who has not demonstrated good moral character and fitness, including
providing false or misleading information on their application, being under active investigation, being
accused or convicted of a felony or any crime involving moral turpitude, failing to uphold the Code of
Ethics, or any other conduct which may reflect poorly on the organization. Any such decision is in the
sole and absolute discretion of The IIA.
5.
Suspension of Membership or Candidate Status
Should any member, certification/credential holder, or candidate for any IIA certification or credential
be under active investigation for any felony (or equivalent), any crime involving moral turpitude, or any
other conduct which, in The IIA’s sole discretion, reflects poorly on the organization, The IIA may
immediately and temporarily suspend such member, certification/credential holder, or candidate’s
status with The IIA until such time that The IIA, in its sole judgment, believes it is appropriate to lift said
suspension.
Any administrative decisions made by The IIA related to the above may be appealed only to the IIA Global
Board Chairman, who may modify any such suspension or denial.
6.
Disciplinary Procedures - Members
The discipline of members, certification/credential holders, or candidates for an IIA certification or qualification is
determined by the current Ethics Process of The IIA, as approved by the Global Board of Directors.
7.
Membership Sections
The NA Board may authorize such membership sections or activities as may be needed to serve the specific needs
of members in North America. Such sections require the approval of the Board of Directors.
10
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
D. NOMINATION, ELECTION, REMOVAL AND REPLACEMENT OF DISTRICT
REPRESENTATIVES, DISTRICT ADVISORS AND NORTH AMERICAN
DIRECTORS (REV. 4/20 16)
1.
Nomination and Election of District Representatives and District Advisors
Nominations for District Representatives and District Advisors shall be solicited from members and affiliates in
North America. Nominations for Canadian District Representatives and District Advisors shall be submitted by the
Canadian Nominating Committee to the NA Nominating Committee via the regular nominating process. The North
American Nominating Committee shall prepare a list of nominees and submit said list to the Chairman of the NA
Board. The Chairman of the NA Nominating Committee shall issue the slate to the North American members of
The Institute after the meeting of the Global Nominating Committee, but at least 60 days in advance of the date of
the North American Membership Meeting.
In addition, nominations can be made by members provided such nominations are submitted in writing by no less
than 50 members from within the applicable Region or District and received by the Chairman of the NA Board at
least 30 days prior to the meeting called for the purpose of elections. In the event more than one nominee is
proposed for any position, a proxy ballot shall be allowable from each North American member of The Institute.
2.
Nomination of North American Directors
The ten NA Directors on the Global Board of Directors also serve as Officers and members of the NA Board. At
least one nominee to the IIA Board will be from Canada.
Recommendations for the ten North American Directors shall be made by the NA Nominating Committee to the
Chairman of the NA Board. Nominations for the Canadian North American Board Representative shall be
submitted by the Canadian Nominating Committee to the NA Nominating Committee via the regular nominating
process. The Chairman of the NA Nominating Committee will submit final recommendations to the Global
Nominating Committee in time for the Global Nominating Committee meeting each year.
3.
Nomination of the NA Board Officers and Members
The ten NA Directors (on the Global Board of Directors) also serve as Officers and members of the NA Board.
The NA Nominating Committee selects the slate of Officers and members of the NA Board. The slate is submitted
to the NA membership at least 60 days in advance of the date of the NA Membership Meeting.
All NA Board positions are conditional on the election of the NA Directors by the global IIA membership at the
Annual Business Meeting of The IIA.
4.
Election
a.
b.
Annual meeting: An annual meeting of North American members shall be held in conjunction with the annual
Chapter Leadership Conference, or at such place and on such dates as may be determined by the NA Board.
Notice of the meeting shall be communicated at least 10 days before the meeting. The quorum at the NA
meeting shall be 100 members who may vote in person or by proxy.
All NA Board Officers and members, District Representatives and District Advisors shall be elected at the
annual North American meeting of The Institute as provided above. Elected District Representatives and
Advisors shall take office immediately upon election and shall hold office for the term to which elected unless
their terms of office shall terminate or be terminated as provided below. Service as an elected NA Board
Officer/member shall be predicated upon election as NA Director on the Global Board at The IIA’s Annual
Business Meeting in June/July. Any NA Board Officer/member not elected as NA Director shall automatically
vacate his/her position on the NA Board.
11
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
c.
5.
SECTION I: POLICY STATEMENTS AND PROCEDURES
All North American Directors shall be elected at an annual membership meeting of The IIA as provided in the
IIA Bylaws.
Removal for Cause
Terms for North American Directors are provided for in the Bylaws. Any NA Director, District Representative or
District Advisor can be removed for cause by a three-quarters vote of the North American Board, provided such
individual has been granted an opportunity for a hearing before the NA Board. Removal for cause from the NA
Board also vacates the position as NA Director.
6.
Resignation
The resignation of any District Representative or District Advisor shall be tendered to the Chairman of the NA
Board. The resignation of any NA Board member (who also serves on the global BOD) must be submitted to both
the Chairman of the NA Board and the Chairman of the Global Board of Directors.
7.
Vacancy
If any vacancy shall occur in any District Representative or District Advisor position by reason of death, resignation,
or otherwise, the Chairman of the NA Board is empowered to fill such office pro tem until the North American
membership shall elect a member to fill the said vacancy at the next regular North American membership meeting.
If any vacancy shall occur in any North American Director position, the Chairman of the NA Board shall recommend
a replacement to the Chairman of the Board. The Chairman of the Board is empowered to fill such office as
provided in the Bylaws.
If any vacancy shall occur for the Canadian District Representative or District Advisor, the Chairman of the North
American Board shall ask the Chairman of the Canadian Board to recommend a replacement. The Chairman of the
North American Board makes the final decision on replacement.
8.
Termination of Membership
If the membership of any District Representative, District Advisor, or NA Board member shall terminate or be
terminated for any reason, the office shall automatically become vacant.
9.
Reelection
District Representatives, District Advisors, and NA Directors shall be eligible for reelection, but may not serve more
than two consecutive terms. Rotation of positions on a regular basis is encouraged to permit more members to
serve at the leadership level of The IIA.
10. Interpretation
Any questions or issues regarding the Nomination and Election process shall be referred to the NA Board for
interpretation or resolution.
12
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
E. NORTH AMERICAN FINANCIAL MATTERS
1.
North American Financial Authorities
Extract from Bylaws VII, Section 4:
“The NAC (NA Board) shall authorize the following transactions, subject to Board (Global Board of Directors)
approval:
a.
b.
c.
d.
e.
f.
g.
2.
North American Dues Structure and Review
a.
b.
3.
The North American portion of The Institute’s operating budget
Approval of changes in membership dues for North American members
Funding of capital projects and major programs intended primarily for North American operations
The sale, other disposal, or acquisition of property (Real and personal property) located in North America
The partial or total liquidation of the investment portfolio
The acquisition, merger, disposal, or licensing of any major program in North America
Entry into merger, joint ventures, partnerships or other strategic alliances in North America.”
Proposals for dues increases must be reviewed and approved by the NA Board. The need for dues increases
will be evaluated on:
1) Financial statement and projections of The Institute for NA Operations.
2) Time period since last dues increase (it is the policy of the Board of Directors that more frequent, small
increases are preferred over periodic large increases).
3) Review of proposed increases in global allotment.
Recommendations will be submitted to the Board of Directors for action.
North American Expenses and Reimbursements
a.
In most situations, travel and entertainment expenses of IIA Directors are borne by the individuals' employers
or supporting Chapters and/or Institutes. Because of the time commitment of the North American Board, and
the requirement for quarterly meetings and attendance at Global Board meetings, NAB members may be
reimbursed for some related travel expenses. In such cases the following shall apply:
1) Specific situations warranting reimbursement. Within the budgetary limits for such expenses, the North
American Board and Nominees to the North American Board, as designated by the duly appointed
Nominating Committee, may be reimbursed by The Institute for travel, lodging, and incidental expenses
incurred in the performance of their duties, excluding registration fees for attending the annual
International Conference, Regional Conferences, or any other IIA conference.
2) Any expenses reimbursed under these procedures shall be reasonable and prudent. Further, they shall be
clearly explained and documented to indicate the nature and reason for the particular reimbursement.
3) Basis for reimbursement:
a) Air travel at “lowest fare” coach class.
b) If travel is by personal car, actual mileage is at the allowable IRS rate per mile, but not to exceed the
cost of otherwise authorized air travel.
c) Lodging costs are at actual costs.
d) Rental cars are reimbursed only if cost is less than taxi fare from and to airport.
e) Food is at actual costs incurred for NAB member.
f) No reimbursement is allowed for travel insurance, entertainment, hotel movies, laundry, etc.
b. International Conferences Outside North America
Within budgetary limits, additional funds may be available when the International Conference and Board
meetings are held outside the US and Canada. Funding is not intended to fully cover all costs. Funding does
not include conference registration or expenses during the days of the conference.
13
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
c.
SECTION I: POLICY STATEMENTS AND PROCEDURES
Approval and Reporting
Any airline fares to be billed to The IIA other than “lowest fare” coach class must be approved in advance by
the Chief Officer for North American Operations or the IIA President and CEO. This includes regular coach
fares and business class. Business class should be reserved for certain situations where hardship can occur.
If it is expected that an affiliate (Institute or Chapter) will pick up expenses, individual should adhere to
affiliate policies. The IIA Inc. will not pay for upgraded travel except in unusual circumstances, and only upon
pre-approval. The President will communicate the decision in writing to the requestor along with the rationale
for their decision, as appropriate.
d. Expense Reporting
In accordance with IIA policy, expense reports should be submitted on IIA expense forms within 10 days of
event.
4.
North American Budget
As part of The IIA’s budget process, the North American Vice Chair Finance will review and provide the insights of
the Global Finance Committee on the North American portion of the budget, including review of project spending
and division of NA/Global products and services.
5.
Regional Conferences
(Rev. 9/2011)
a.
b.
6.
The IIA will provide up to $5,000 in advances upon receipt of adequate documentation
The net profit or loss for Regional Conferences accrues as follows: the first $10,000 of net contribution goes
to The IIA; 75% of the remaining contribution goes to the host organization and 25% to The IIA. The profits to
The IIA will be fully allocated to the Learning Solutions Department.
International Conferences
For International Conferences held in North America, the split of profit or loss will be recommended by the Global
Professional Development Committee and the NA Board Chairman for approval by the Executive Committee.
14
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION I: POLICY STATEMENTS AND PROCEDURES
F. AMERICAN HALL OF DISTINGUISHED AUDIT PRACTITIONERS AWARD
1.
Purpose
The IIA’s American Hall of Distinguished Audit Practitioners (“Hall”) was created to recognize key individuals in the
field of internal auditing who have contributed significantly to the profession throughout their lifetime. It is the
highest honor given by the North American Board for the contributions and accomplishments that the recipient
has made to advance the profession, setting the standard for others to emulate.
2.
Eligibility Criteria
In order to be eligible for selection into the Hall, an individual should have:
a.
b.
c.
d.
3.
Process
a.
b.
4.
Served as a Chief Audit Executive (or equivalent), professor, instructor, audit professional, or in other service
to the profession of internal auditing for a minimum of ten years.
Provided diligent service to their employing organization(s), as evidenced by the support afforded to them by
their peers, supervisors, and staff.
Advanced the profession through thought leadership, presenting on internal auditing at conferences or
seminars, or service to The Institute of Internal Auditors in a leadership role.
Exemplified the finest values of those who practice internal auditing through their highly ethical conduct,
integrity, moral character, service and leadership.
The Hall Selection Committee will be composed of five individuals selected by the Chairman of the North
American Board. The Committee will include the most immediate past Chairman of the North American Board
willing and able to serve, a Representative from at least two different IIA Districts, a senior member of the IIA
staff, and a distinguished practitioner in the field of internal audit not currently on the North American Board.
The Committee will determine the application form, process, and deadline.
The Hall Selection Committee will meet to review nominations and select the appropriate number of
recipients for the year. Annually, no more than five practitioners will be recognized for this award, although
the initial classes may include additional honorees to properly recognize their historical contributions to the
profession of internal audit throughout the past seven decades.
Recognition
Inductees into the Hall will be honored at an appropriate IIA conference or other activity annually, as determined
by the Selection Committee. Each recipient will receive an appropriate acknowledgement to publicly illustrate
their induction into the Hall, as well as have their name inscribed on an appropriate plaque permanently displayed
at The IIA headquarters.
15
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II
NA POSITION DESCRIPTIONS
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
SECTION II. NA POSITION DESCRIPTIONS
As of February 2015
A. NORTH AMERICAN BOARD CHAIRMAN
1.
Term of Office
The NA Board Chairman is an elected Officer who serves a one-year term. The Chairman must be a CIA. The
Chairman may not be reelected to a second term.
2.
Responsibilities
The duties and responsibilities of the NA Board Chairman shall include, but not be limited to:
a.
b.
Presides at all North American Board meetings and North American Membership Meetings
Is a member ex officio of all NA Committees and shall have such duties and powers as prescribed by the
North American Board and as stated in the NA Board Policy Manual.
c. Appoints all NA Committee Chairmen and NA Committee members except those otherwise specified in
the NA Board Policy Manual.
d. Assists in establishing relationships with NA professional organizations.
e. Works with IIA staff in developing/coordinating agendas, work plans, and other logistical matters.
f. Represents the views of North American constituents to the Executive Committee and recommends action
to resolve North American issues where appropriate.
g. Facilitates open communication between the NA Board and the International Committees.
h. Appoints ad-hoc Committees, if necessary, to address specific North American issues. Ad-hoc Committees
may be supplemented by outside competency at the discretion of the Chairman.
i. Reports regularly to the Executive Committee and the Global Board of Directors on NA activities.
j. Serves as a North American Director on the Global Board of Directors.
k. Represents the US (or native country) at meetings of the Global Council.
l. Serves as member of the NA Nominating Committee.
m. Maintains necessary contact with the Chairman of the Board and the IIA President and CEO to determine
areas of mutual benefit and needs.
17
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
B. NORTH AMERICAN BOARD SENIOR VICE CHAIRMAN
1.
Term of Office
The NA Board Senior Vice Chairman is an elected Officer who serves a one-year term reporting to the
Chairman. The Senior Vice Chairman must be a CIA. The Senior Vice Chairman is expected to succeed as NA
Board Chairman the following year or upon any vacancy in the Chairman position subject to remaining a
member in good standing and meeting the criteria for selection as defined in the NA Nominating Committee
procedures.
2.
Responsibilities
The duties and responsibilities of the NA Board Senior Vice Chairman shall include, but not be limited to:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
Supervises and coordinates the activities of the following Committees reporting to the Senior Vice
Chairman to ensure congruence with the strategies and policies of The NA Board.
1) North American Advocacy Committee
Works with Chairman of the NA Board on oversight of/participation in strategic planning and key
initiatives.
Chairs the North American Board meetings and performs the duties of the NA Board Chairman in the
absence of the Chairman.
Works with IIA staff in developing/coordinating agendas, work plans, and other logistical matters at the
direction of the Chairman.
Initiates and monitors strategic planning activities for consideration of the North American Board.
Oversees and monitors the advocacy program for NA, including strategy, targets, and priorities.
Is in frequent contact with the NA Board Vice Chairmen to assist in maintaining communications and
coordination among the Committees and ensure integration of programs with the NA strategic plan.
Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to
the NA Board Chairman between meetings on any new issues.
Serves as a North American Director on the Global Board of Directors.
May serve on International or North American Committees.
Maintains NA Board Policy Manual and recommends changes.
Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board.
18
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
C. NORTH AMERICAN BOARD VICE CHAIRMAN – MEMBER SERVICES
1.
Term of Office
The NA Board Vice Chairman - Member Services is an elected Officer who serves a one-year term reporting to
the Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC
must be a CIA.
2.
Responsibilities
The duties and responsibilities of the NA Board Vice Chairman - Member Services shall include, but not be
limited to:
a.
b.
c.
d.
e.
f.
g.
h.
i.
Supervises and coordinates the activities of the following Committees reporting to the VC Member
Services to ensure congruence with the strategies and policies of The NA Board.
1) Chapter Relations Committee
Provides oversight of the IT Advisory Council.
Oversees and monitors the program for the Annual Leadership Conference.
Is responsible for coordination of the strategic and operating planning activities for his/her Committees
and assists the Senior Vice Chairman in developing the overall strategic plan for the NA Board.
Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to
the NA Board Chairman between meetings on any new issues.
Provides an annual written evaluation of each of the Committee Chairmen reporting to the VC, containing
comments on their attendance at meetings and their effectiveness.
Serves as a North American Director on the Global Board of Directors
May serve on International or North American Committees.
Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board.
19
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
D. NORTH AMERICAN BOARD VICE CHAIRMAN – PROFESSIONAL
DEVELOPMENT
1.
Term of Office
The NA Board Vice Chairman - Professional Development is an elected Officer who serves a one-year term
reporting to the Chairman. The VC should not hold the same position for more than two full consecutive
terms. The VC must be a CIA.
2.
Responsibilities
The duties and responsibilities of the NA Board Vice Chairman – Professional Development shall include, but
not be limited to:
a.
b.
c.
d.
e.
f.
g.
Supervises and coordinates the activities of the following Committees reporting to the VC Professional
Development to ensure congruence with the strategies and policies of the NA Board.
1) Learning Solutions Committee
2) Regional Conference Committee
Is responsible for coordination of the strategic and operating planning activities for his/her Committees
and assists the Senior Vice Chairman in developing the overall strategic plan for the NA Board.
Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to
the NA Board Chairman between meetings on any new issues.
Provides an annual written evaluation of each of the Committee Chairmen reporting to the VC, containing
comments on their attendance at meetings and their effectiveness.
Serves as a North American Director on the Global Board of Directors.
May serve on International or North American Committees.
Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board.
20
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
E. NORTH AMERICAN BOARD VICE CHAIRMAN – CONTENT
(New 2/2015 )
1.
Term of Office
The NA Board Vice Chairman - Content is an elected Officer who serves a one-year term reporting to the
Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC must
be a CIA.
2.
Responsibilities
The duties and responsibilities of the NA Board Vice Chairman - Content shall include, but not be limited to:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
Supervises and coordinates the activities of the following committees to ensure congruence with the
strategies and polices of the NA Board.
1) Publication Advisory Committee
Work with the IIA’s Chief Marketing Officer on enterprise wide marketing and communications initiatives.
Keeps the NA Board informed on current activities related to research, Standards & Guidance,
publications, and major thought leadership in development at The IIA.
Coordinates strategic and operating planning activities for activities related to guidance and research and
assists the Senior Vice Chairman in developing the overall strategic plan for the NA Board, serving as a
liaison (as appropriate) with the IIA Research Foundation.
Facilitates information gathering on NA research and guidance needs, and communicates identified needs
to IIA Research and Guidance Committees. Influences International Committees and Officers to help
ensure identified needs are addressed timely.
Provides feedback and perspectives from the NA Board to the NA membership, to the Professional Issues
Committee, International Internal Audit Standards Board, and other committees as appropriate.
Facilitates communication to the NA Board, NA leaders and members about available new research and
guidance and implications for NA internal audit functions.
Keeps the NA Board informed on ethics investigations underway for NA members.
Serves as a North American Director on the Global Board of Directors.
May serve on International or North American Committees.
Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board.
21
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
F. NORTH AMERICAN BOARD VICE CHAIRMAN – SPECIALTY GROUPS
(New 2/2015 )
1.
Term of Office
The NA Board Vice Chairman – Specialty Groups is an elected Officer who serves a one-year term reporting to
the Chairman. The VC should not hold the same position for more than two full consecutive terms.
2.
Responsibilities
The duties and responsibilities of the NA Board Vice Chairman – Specialty Groups shall include, but not be
limited to:
a.
b.
c.
d.
e.
f.
Serving as the board liaison and communication conduit for the various specialty centers of The IIA,
including.
1) Audit Executive Center
2) American Center for Government Auditing / Government Audit Center
3) Financial Services Center
4) Environmental, Health & Safety Audit Center
5) Other centers as many established to meet the needs of industry group members
Is responsible for coordination of the strategic and operating planning activities for her/his Centers and
their advisory boards, assisting the Senior Vice Chairman in developing the overall strategic plan for the
NA Board.
Reports to the NA Board at each meeting on those functions or activities under his/her supervision, and to
the NA Board Chairman between meetings on any new issues.
Provides an annual written evaluation of the performance of the various advisory boards under her/his
purview, as well as suggestions on how to improve their operations and effectiveness.
Serves as a North American Director on the Global Board of Directors.
May serve on International or North American Committees.
22
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
G. NORTH AMERICAN BOARD VICE CHAIRMAN – FINANCE
1.
Term of Office
The NA Board Vice Chairman - Finance is an elected Officer who serves a one-year term reporting to the
Chairman. The VC should not hold the same position for more than two full consecutive terms. The VC must
be a CIA.
2.
Responsibilities
The duties and responsibilities of the NA Board Vice Chairman - Finance shall include, but not be limited to:
a.
b.
c.
d.
e.
f.
Serves on the Global Finance Committee with responsibility for monitoring financial results and
overseeing budget for North America.
Submits an annual budget to the North American Board for its approval.
Reports to the NA Board on the financial results, recommended changes in financial policies and
procedures, budget, and investment policies and procedures as needed.
Serves as a member of the Investment Committee.
Serves as a North American Director on the Global Board of Directors.
Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board.
(See the Finance Committee Charter in the Global Board Policy Manual for further detail.)
23
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
H. NORTH AMERICAN BOARD PAST CHAIRMAN
1.
Term of Office
The most recent Chairman of the NA Board will serve as Past Chairman of the NA Board for one year, with full
voting rights.
2.
Responsibilities
The duties and responsibilities of the NA Board Past Chairman shall include, but not be limited to:
a.
b.
c.
d.
e.
f.
Provides counsel to the NA Board Chairman as needed.
Serves as Chairman of the NA Nominating Committee. Solicits nominations for NA Board positions and
encourages nominations of highly qualified leaders.
Serves as a North American Director on the Global Board of Directors.
Serves as Chairman of the American Hall of Distinguished audit Practitioners Selection Committee.
May serve on International or North American Committees.
Performs any special assignments as delegated to him/her by the NA Board Chairman or NA Board.
24
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
I. NORTH AMERICAN BOARD MEMBER – GENERAL DUTIES (INCLUDES ALL
POSITIONS LISTED ABOVE)
1.
Maintains an understanding of the needs and priorities of North American members and Chapters, or those in
Canada, U.S., and the Caribbean where they differ, through contact with North American constituents.
2.
Assists in reviewing and analyzing the annual North American budget.
3.
Assists in reviewing and analyzing Global Board resolutions for impact on North American
Chapters/operations.
4.
Assists in determining that the needs of North American members are being met through the North American
and International Committee structures.
5.
Recommends actions to be taken to address specific North American member needs.
6.
Regularly attends the North American Board meetings.
25
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
J. NORTH AMERICAN DISTRICT ADVISOR
1.
Structure
There are at least five District Advisors, who oversee and support the activities of the District Representatives
(and ultimately the Chapters) within their respective Regions. DAs should have held positions of Chapter
President and District Representative, and may oversee a Region other than the one in which they reside.
2.
Term of Office
District Advisors will serve two -year teams, with half expiring each year. DAs will be selected by the North
American Nominating Committee. DAs may not serve more than two consecutive terms.
3.
Responsibilities
The duties and responsibilities of the District Advisor shall include, but not be limited to:
a.
b.
District Representative (and ultimately Chapter) oversight and support
1) Assist the Chairman of CRC by supervising District Reps and Chapters in achieving established
objectives
2) Provide leadership development and training
3) Serve as mentor
4) Promote strategic directives
5) Lead succession planning activities within Region
6) Respond to District Representatives needing assistance
7) Act as liaison with Chapter Leaders, District Reps, and IIA staff when necessary
8) Participate in District Workshops as required
9) Provide direction and support for Regional and District Conferences
10) Promote The IIA and its initiatives throughout the Region
Serve on the Chapter Relations Committee
1) Attend Chapter Relations Committee (CRC) meetings
2) Chair or co-chair CRC Subcommittees and ensure established objectives are achieved
3) Provide leadership by recommending and developing improvements to CRC operations, DA and DR
roles, and Chapter activities.
4) Participate in the annual Leadership Conference, including leading certain sessions and assisting IIA
staff and volunteer leadership in successful execution of the event.
26
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION II: NA POSITION DESCRIPTIONS
K. NORTH AMERICAN DISTRICT REPRESENTATIVE
1.
Structure
There is a District Representative elected or appointed for each District designated as such by the North
American Board.
2.
Term of Office
District Representatives will serve two-year terms, with half expiring each year. District Representatives will
be selected by the North American Nominating Committee. District Representatives may not serve more than
two consecutive terms.
3.
Responsibilities
The duties and responsibilities of the District Representative shall include, but not be limited to:
a.
Assist the Chapters’ Boards of Governors and Officers in directing the Chapters’ activities. Guide and
assist Chapters with particular emphasis on Chapter operations, membership growth, leadership
development, academic relations and succession planning.
b. Attend District/Regional conferences in his/her District or Region.
c. Conduct and/or participate in Chapter improvement meetings held in the District or Region for Chapter
Officers, nominees and interested members.
d. Keep District Advisor informed of issues and activities within the DR’s District.
e. Work with the IIA staff Chapter Relations Manager regarding Chapter activities.
f. Oversee and promote the Chapter Achievement Program.
g. Assist in forming new Chapters in the District.
h. Encourage nominations by Chapters of members to participate in North American and global activities as
Officers, Directors, Representatives, and Members of Committees and Task Forces.
i. Communicate with and among Chapters on a regular basis.
j. Serve on the Chapter Relations Committee (CRC).
k. Attend and participate in the annual Leadership Conference.
l. Encourage and assist Chapters to host District and Regional conferences. Regional conferences must meet
the guidelines and approval of the Regional Conference Committee.
m. Play a lead role, together with the leadership of The Institute, in identifying, counseling, training and
orienting his/her replacement.
27
THE INSTITUTE OF INTERNAL AUDITORS – NORTH AMERICAN BOARD POLICY MANUAL
SECTION III
NA COMMITTEE CHARTERS
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
SECTION III. NA COMMITTEE CHARTERS
As of August 2012
A. NORTH AMERICAN FOCUS
1.
A standing committee has been established to oversee nominations for the North American Board, and District
Advisors and District Representatives. The NA Nominating Committee reports directly to the NA Board. NA
Committee chairs and members are appointed by the NA Board Chairman nominee.
2.
NA Committee Chairmen are appointed for one-year terms, but may serve up to three consecutive terms. NA
Committee members are appointed for three-year terms, but may be dropped at any time for lack of participation
or for changes in the direction/responsibilities of the Committee.
a.
b.
NA Committee reporting structure
1) The following Committees report through the Vice Chairman-Professional Development
• Learning Solutions Committee
• Regional Conference Committee
2) The following Committees report through the Vice Chairman-Member Services
• Chapter Relations Committee
• Publications Advisory Committee
3) The NA Advocacy Committee reports through the Senior Vice Chairman.
Timing of meetings
• NA Committees will meet with all International Committees at Midyear (November/December) each year.
• When the International Conference is in North America, Committees may meet with the International
Committees (June/July), or may choose to meet in conjunction with the annual Leadership Conference
(April/May).
• When the International Conference is outside North America, all NA Committees will meet in conjunction
with the Leadership Conference (April/May).
29
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
B. NORTH AMERICAN NOMINATING COMMITTEE (NANC)
(Rev. 4/2010, 2/2015, 4/2016)
1.
Mission
To select a strong leadership team that defines and promotes the mission, strategic directives, and objectives of
the North American Board and The Institute of Internal Auditors. This shall include selection of a slate of District
Representatives and advisors to be submitted to the NA membership for election, recommendation of North
American Board members (who will also serve on the NA Board) to the Global Nominating Committee, and
recommendations to the NA Board of a slate of candidates to serve on the NA Nominating Committee and the IIA
Global Nominating Committee for the coming year.
2.
Structure
a.
b.
c.
d.
e.
3.
The North American Nominating Committee will include:
• The past Chairman of the NA Board, who will serve as Chairman.
• The current Chairman of the NA Board.
• Four additional members selected by the current Nominating Committee, with at least one member
from Canada (if NA Board Past Chair and Chair are not Canadian), and who are independent of the NA
Board.
• Two alternates, one of which must be from Canada.
To avoid any appearance of conflict of interest, members of the Nominating Committee shall not be nominees
for any position on the Global Board of Directors in that year.
All members of the NA Nominating Committee must be CIAs.
To provide continuity, it is recommended that at least two members of the Committee serve the following
year.
Five members will constitute a quorum.
Responsibilities
a.
North American District Representatives and District Advisors
1) The NA Nominating Committee will prepare a slate of nominees and communicate the slate to the
Chairman of the NA Board.
2) The resulting slate of nominees will be presented for election by the NA members in attendance at the
North American Annual Membership Meeting.
3) All District Representatives and Advisors will automatically serve as members of the Chapter Relations
Committee.
b. North American Board
1) The slate of NA Board nominees will be elected at the NA membership meeting and shall take office on
the NA Board concurrently with their election as Global Board members at The IIA’s Annual Business
Meeting at International Committee Meetings.
2) The NA Nominating Committee will recommend nominees to the NA Board Chairman for the ten North
American members to serve on The IIA Global Board of Directors (All nominees for the NA Board will be
nominees for the Global Board of Directors). The NA Board Chairman will submit the candidates to the
Global Nominating Committee.
3) At least one nominee to the IIA Board or NA Director currently on the Board will be from Canada.
4) The NA Board may need to provide alternate candidates should those recommended be chosen by the
Global Nominating Committee for Officer or other Director positions.
c. The North American Board Officers
30
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
1) The NA Nominating Committee will select the Chairman and Officers of the NA Board and communicate
the slate to the NA Board.
2) The NA membership will elect the Chairman and Officers at its Annual Membership Meeting.
d. The North American Nominating Committee
The NA Nominating Committee will prepare a slate of nominees to be approved by the NA Board for the
following year’s Nominating Committee.
e.
f.
The Global Nominating Committee
1) The NA Nominating Committee will recommend three North American nominees and two alternates to
the Global Nominating Committee. The NA Nominating Committee Chairman will be one of the regular
delegates to the Global Nominating Committee.
2) The three North American nominees and two alternates for the Global Nominating Committee shall be
from all six nominees and the alternates for the NA Nominating Committee. The alternates will be ranked
in order of preference. Any nominee to the Global Nominating Committee who is unable to attend the
North American Nominating Committee meetings will be replaced with an alternate. This overlap will
help to ensure a common knowledge of potential candidates, and better coordination of nominations.
Succession Planning
The NA Nominating Committee will develop a succession planning process to identify candidates with needed
skill sets and diverse interests for future nomination to the positions for which it is responsible.
The Nominating Committee Chair will contact all NA Board nominees to confirm acceptance. NA members will
be notified of the slate of nominees at least 60 days prior to the NA Annual Membership Meeting. Posting of
nominees on The IIA Web site is considered suitable and timely notification.
4.
Advisory Comments on Nominations
a.
b.
The CIA designation is required for all positions. Exceptions may be made for District Representatives by the
NA Nominating Committee during the NANC meeting or by the NA Board Chairman for mid-cycle
replacements, if there are not qualified candidates with their CIA.
During the course of their deliberations, the NA Nominating Committee is advised to consider the following:
1) North American District Representatives and Advisors:
a) Should have past involvement in local or District leadership, or IIA International Committees.
Advisors ideally should have been District Representatives.
b) The Nominating Committee should follow recommendations received from Regions or Districts, if
consensus choice is clearly established by recommendations received.
c) Additional consideration should be given to those recommendations endorsed by incumbent District
Representative.
d) Nominations from the Canadian Nominating Committee (Canadian Board) should be carefully
considered for the Canadian DRs/DAs. The NA Nominating Committee has final authority.
e) Able to carry out duties and participate in meetings with financial support of employer or Chapter.
2) North American Board positions:
a) Able to help balance Board composition, based on geographical dispersion, industry, or specific skills
needed to ensure a well-rounded Board. Individuals should be able to contribute effectively to the
overall objectives of the Board.
b) Strong consideration should be given to diversity in gender, race, etc.
c) Qualifications of the nominee, including senior position within his/her organization and experience
which would contribute to the leadership in a global organization.
d) Able to carry out duties and participate in meetings with financial support of employer or Chapter.
31
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
e)
The recommendation of the Canadian Nominating Committee for the Canadian NA Board
Representative should be carefully considered. The NA Nominating Committee has final authority.
f) Must be in accordance with the criteria for Global Board members as recommended in the Global
Board Policy Manual.
3) Global Nominating Committee
a) Chosen from the six members and two alternates of the NA Nominating Committee.
b) Broad experience in global IIA leadership.
c) Knowledge of a wide range of qualified leaders.
d) Ability to meet time commitments.
e) The NA Nominating Committee Chairman should be a member of the Global Nominating Committee.
4) North American Nominating Committee
a) To ensure a wide depth of knowledge of submitted candidates for positions, the Committee should
represent diverse geography, preferably no more than one member from any one Region.
b) At least one member and one alternate must be from Canada.
c) The Committee should meet in a manner allowing ample time allotted to field nominations, to
potentially solicit qualified candidates, and to consider or reconsider a nominated candidate.
d) Nominating Committee members should have served at least one year as a District Advisor, District
Representative, Senior Chapter Executive, or International Committee Member to ensure an
appreciation for the associated challenges.
e) The Nominating Committee will present to the NA Board a report on the results of deliberations and
on the nomination process.
f) See 2a for composition of NA Nominating Committee.
32
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
C. CANADIAN BOARD
(New 4/2016)
1. Mission
To promote and develop the internal audit profession in Canada with a focus on Canadian services. Activities in
support of this mission will include:
• Advocating the value of internal audit and proactively addressing issues impacting the profession in Canada
• Providing guidance to staff on research, guidance and national training for practitioners
• Providing input to the NA Board and/or the IIA Global Board on Canadian perspectives
• Linking internal auditors from all Canadian sectors, industries and geographic areas to share information and
experiences.
• Ensuring the needs of Canadian chapters and Canadian members are met through IIA Canada’s National
Office and/or through coordination with IIA HQ
2.
Accountability and Authorities delegated by the NA Board
The Canadian Board is accountable to the North American Board and shall have such authority and responsibilities
as prescribed by the North American Board.
a. The Canadian Board shall authorize the following transactions, subject to NA Board approval (and/or
subsequent approval by the Global Board):
• The Canadian portion of The IIA’s operating budget.
• Approval of changes in membership dues for Canadian members.
• Funding for capital projects and major programs intended primarily for Canadian operations.
• Entry into mergers, joint ventures and partnerships in Canada.
• Recommendations to the NA Nominating Committee and/or NA Board Chairman for
candidates/replacements for the Canadian NA Board representative, Canadian District Representatives and
Canadian District Advisors (if any). The NA Nominating Committee/NA Board Chairman has final
authority.
• Recommendations to the NA Board for establishment of new chapters or dissolution of existing ones.
b. The Canadian Board shall have final review and authority over the following transactions:
• Changes in and selection process for the national Canadian Board structure.
• Establishment of committees as needed to address needs of Canadian members.
• Agreements or memoranda of understanding with Canadian stakeholders to further Canadian advocacy
(subject to restrictions above requiring approval by NA Board).
• Establishment of regional or national conferences within Canada
3.
Structure
The composition of the Canadian Board and process for selection of members shall be determined by the Canadian
Board.
A Canadian Nominating Committee shall be responsible for selecting the slate of nominees for the Canadian Board,
subject to approval by the Canadian Membership.
Responsibilities
a. Focus on enhancing and maintaining high quality services to Canadian members.
b. Establish long-range strategic priorities for Canadian operations and programs.
c. Work within existing IIA frameworks, committees and structures where feasible to advance the internal
audit profession in Canada.
d. Monitor/provide input into IIA initiatives that affect Canada.
e. Recommend approval of the Canadian budget.
f. In conjunction with the annual budget cycle and in coordination with NA, recommend changes to the dues
structure for Canadian members.
g. Recommend candidates for NA Board, District Advisor and District Representative positions through the
regular NA nomination process.
h. Establish committees and task forces as needed to assist in carrying out the mission for the Canadian
Board.
4.
33
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
i.
j.
k.
l.
SECTION III: NA COMMITTEE CHARTERS
Support or enhance North American and international functions to avoid duplication of activity.
Present recommendations and resolutions as required to the North American Board for review and
approval.
Report to the NA Board on activities at least semi-annually.
Assist the IIA President and CEO (or designee) in directing the work and assessing the performance of the
Executive Director.
34
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
D. CHAPTER RELATIONS COMMITTEE (CRC)
(Rev. 10/2011)
1.
Mission
The mission of the Chapter Relations Committee is to assist Chapter leadership as a resource and liaison to The
Institute of Internal Auditors (IIA) in enabling Chapters to meet their objectives; that the professional practice of
internal auditing is effectively promoted through a full range of quality services to members; and that effective
strategies are developed to address issues and opportunities at the Chapter level.
2.
Structure
a.
b.
c.
d.
e.
f.
g.
3.
Responsibilities
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.
n.
o.
p.
q.
r.
4.
The CIA designation is required for all District Representatives and District Advisors.
Members should be thought leaders with broad understanding of the profession and Chapter structure.
Members should have Chapter experience as Officers, Committee Chairs, or Board Members.
Members should have diversity in backgrounds, skills and geographic areas.
District Representatives should reside in the District from which they are nominated at the time of
nomination.
District Representatives are elected for two year staggered terms not to exceed two terms.
District Advisors are elected for two year staggered terms not to exceed two terms.
Maintain regular contact with Chapter Presidents/Officers.
Visit Chapters.
Promote strategies to improve member services and maximize member growth.
Actively promote succession planning at the Chapter and District levels.
Provide guidance in forming new Chapters.
Act as a liaison between Chapters and the North American Board.
Coordinate District events.
Participate in District conferences.
Assist Chapters in meeting operational objectives.
Plan, promote and execute the Leadership Conference.
Organize and conduct District workshops.
Participate in nominating process and succession planning.
Oversee and promote the Chapter Achievement Program.
Help set priorities, coordinate and promote activities and programs of The Institute.
Monitor the size and composition of the Districts and propose realignment as necessary to provide effective
administration.
Perform short and long-term planning for the CRC.
Keep the NA Board Vice Chairman-Member Services informed of activities and conditions in the Chapters.
Offer guidance and direction to other District Representatives or Chapters in fulfilling their responsibilities.
Meetings
The Committee will meet twice each year. One meeting will be held at the same time as the International
Committee Meetings each November/December. The second meeting will be held immediately prior to the North
American Leadership Conference each year. Members of the CRC are required to attend and participate in the
North American Leadership Conference.
5.
Exceptions
The provisions of this charter are intended to be prescriptive and followed. However, it is recognized that unique
situations may require consideration of exceptions. Potential exceptions should be vetted with one or more
35
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
District Advisor, and a recommendation presented to the NA Board Vice Chairman-Member Services. The NA
Board Vice Chairman-Member Services, if in agreement with the proposed exception, will present the
recommendation to the North American Board for formal approval.
36
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
E. LEARNING SOLUTIONS COMMITTEE (LSC)
(New 11/2011)
1.
Vision
The IIA is the innovative leader in member driven internal audit learning and development solutions.
2.
Mission
To advise and support the professional staff of The IIA in providing world-class educational opportunities to the
membership in accordance with the Learning Solutions Department Strategic Plan and North American Board
objectives. The Committee will advise and support in all forms of training delivery including seminars, conferences
and e-learning. The Committee will also provide thought leadership and other support as requested for any other
educational modes including Regional conferences, publications, the CIA Learning System and the Audit Executive
Center.
3.
Composition
The Learning Solutions Committee (the Committee) will consist of audit professionals, mostly Chief Audit
Executives (CAEs), representing a cross-section of the membership.
The Chairman of the Committee may designate other members to serve as Vice Chairman. Their responsibilities
will include assisting the Chairman in executing the mission overall, overseeing assignments and the work of subgroups or task forces between meetings, and chairing meetings in the absence of the Chairman.
4.
Meetings/Attendance
a.
b.
c.
5.
The Committee will meet at least two times a year, with authority to convene additional meetings as
circumstances require. All Committee members are expected to attend each meeting, or to at least provide
the Committee Chairman or IIA Staff Liaison with an explanation if they are unable to attend. Members will be
expected to participate in Subcommittees as requested. Committee members who do not attend regularly will
be considered for replacement.
The Committee Chairman and/or Staff Liaison will invite members of other Committees to attend meetings
and provide pertinent information, as necessary. The Committee will also be proactive in providing other
Committees with relevant information. Meeting agendas will be prepared and provided in advance to
members, along with appropriate briefing materials, to promote active participation by members through
facilitated discussions.
Minutes will be prepared by the IIA Staff, including an Action Docket with assignable items for future follow-up
and tracking purposes.
Responsibilities
The Committee’s responsibilities will include a wide range of activities which will vary depending upon the
educational mode (e.g., Seminars, Conferences, E-learning or other).
Specific responsibilities include:
a.
b.
c.
d.
e.
f.
Discuss business results including metrics, attendance data, and key performance indicators of recent
educational events.
Provide analysis and feedback in the interpretation of participant surveys for significant trends, suggestions
and observations. Make suggestions for improvement as necessary. Provide feedback on evaluation
methodology and surveys as needed.
Review course materials. Evaluate existing content for relevance and suggest revisions.
Identify emerging topics and trends.
Recommend qualified facilitators/speakers.
Identify gaps in facilitator/speaker development and instructions.
37
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
g.
Exchange business intelligence and insights into the competitive marketplace and benchmark to The IIA.
Consider different products offered by competitors.
h. Make suggestions regarding marketing efforts.
i. Suggest appropriate tracks for specific conferences.
j. Advise and support in the development of quality assurance mechanisms.
k. Suggest and introduce potential sponsors and exhibitors.
l. Suggest improvement to sponsor/exhibitor opportunities.
m. Advise on platform decisions; recommend emerging learning platform opportunities and delivery models.
n. Advise in appropriate speaker/instructor recognition.
o. Validate proposed executive training programs.
p. Participate in and provide feedback for pilot programs.
q. Review minutes of other relevant Committees and explore opportunities for coordination and communication.
Ultimately, the Committee should discuss the composition of the North American membership and evaluate
whether their learning solution/professional development needs are considered and addressed through the
various channels at The IIA.
The Committee will also perform other advisory duties as requested by professional staff in order to improve the
learning solution/educational program delivery of The IIA.
38
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
F. NORTH AMERICAN ADVOCACY COMMITTEE (NAAC)
(New 11/2011)
1.
Mission
To provide thought leadership, guidance, and operational assistance to The IIA North American Board in the
implementation of the IIA North America Strategy and the specific strategic goal: “To be recognized by public
policy makers as the voice for the profession by 2014.” This mission also supports The IIA’s vision to advocate and
promote the value of internal auditing.
Ultimately, The IIA’s advocacy efforts will result in increased acceptance and recognition of the internal auditing
profession as a cornerstone of organizational governance.
2.
Structure
Ideal candidates for the North American Advocacy Committee include:
a.
b.
c.
d.
3.
Internal audit professionals from the private and public sector (CIAs preferred).
Representatives of established networks within their stakeholder community.
Representatives who are knowledgeable/experienced in current governance regulations and practices.
Representatives who are adept at relationship-building and networking.
Responsibilities
a.
b.
c.
d.
e.
f.
g.
h.
Develop, gain approval from the North American Board and, once approved, support the execution of the
North American advocacy strategy, suggesting changes to strategy when necessary.
Provide guidance and direction on best use of available funds for North American advocacy efforts.
Provide guidance to North American Chapters through the Chapter Relations Committee (CRC) and IIA NA
Sector Groups/Committees (Financial Services Advisory Committee/Public Sector Committee, etc.) to enable
more effective, focused and aligned advocacy efforts in North America.
Periodically confirm and, if appropriate, update North American advocacy targets for validation by the North
American Board.
Network and build relationships through use of personal and professional contacts.
Liaise with CRC to identify and share advocacy best practices.
Liaise with the Global Advocacy Committee to coordinate activities and share best practices.
Periodically report on progress against advocacy strategy and on best practices to the North American Board
and to the Global Advocacy Committee.
39
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
G. PUBLICATIONS ADVISORY COMMITTEE (PAC)
(Rev. 9/2010)
1.
Mission
To advance the knowledge of internal audit professionals by ensuring that IIA publications are relevant and meet
high professional and technical standards.
2.
Structure
While the Committee is primarily made up of North American members, International members provide the global
perspective expected of the magazine and therefore should also be represented.
3.
Responsibilities:
a.
b.
c.
d.
e.
f.
g.
h.
i.
Consult with IIA Publications staff throughout the year by advising on strategic and tactical plans, goals, and
objectives that further the interests of the profession and are aligned with the overall strategies, goals, and
objectives of The Institute.
Ensure that The IIA maintains its reputation as a publisher of prestigious, high quality, and influential print and
online publications as specified in the Committee’s publication matrix.
Informally monitor other Institute publications and if issues are identified, advise The IIA as necessary.
Work with IIA staff to identify potential new publications, article topics, sources, and authors.
Serve as a member of the Editorial Advisory Board (EAB) and identify, recruit, and approve EAB members.
Select winners of awards and competitions for publications-related activities, including the Thurston Award,
Ted Keys Award, and others as may be established.
Serve as a resource for IIA Publications staff throughout the year, including participation as needed on
Subcommittees.
Use Publications staff updates and key performance indicators to monitor the effectiveness of print and online
materials and recommend actions as appropriate.
Submit articles for publication (Committee members are encouraged to submit one article per year for
publication).
40
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
SECTION III: NA COMMITTEE CHARTERS
H. REGIONAL CONFERENCE COMMITTEE (RCC)
(Rev. 12/2010)
1.
Mission
To provide oversight, support, and technical expertise to committees of the Chapter(s) hosting Regional
Conferences each year. Also, to ensure that each conference meets the criteria outlined in the Regional
Conference Manual.
2.
Structure
a.
b.
c.
3.
Responsibilities
a.
b.
c.
d.
e.
4.
The RCC will include a Chairman, a Vice-Chairman and a minimum of four (4) members.
Members should have experience in hosting conferences and have the time to commit to the oversight
responsibilities. In addition, they should have significant IIA volunteer leadership experience, and be
geographically diverse to maximize on-site visits to the host Chapter by the RCC member for purposes of
gaining insight regarding the status of the conference activities and providing mentoring and advice.
The RCC reports to the Vice-Chairman-Professional Development of the North American Board (NA Board) and
has primary liaison with the designated IIA staff member.
Ensure each Regional Conference meets the professional requirements of its targeted audience.
Review and approve bid proposals from host Chapter(s) with due diligence to determine whether the Chapter
has adequate expertise and resources (financial, membership, geographic location, etc.) to successfully
organize and execute a Regional Conference.
Maintain the Regional Conference Manual and ensure compliance with policies and procedural guidelines on
hosting Regional Conferences.
Provide guidance, in a mentoring capacity, to the host Conference Committee to ensure it delivers a high
quality and profitable program.
Maintain a high level of communication with the host Conference Committee including on-site visits as
necessary.
Meetings
The Committee will meet at least twice each year. One meeting will be held during the International Committee
Meetings each December. The second meeting will be held at a location and time to be decided by the Chairman
in consultation with the Vice Chairman - Professional Development of the NA Board and the designated IIA staff
member. Funding for travel will be provided by the Committee member’s employer, Chapter, or personal
expenses. With prior approval, funding for travel will be provided, within the budget of IIA HQ Regional
Conferences and dependent upon budgeted funds available if all other resources are exhausted.
41
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
APPENDIX A
FREQUENTLY USED TERMS
42
THE INSTITUTE OF INTERNAL AUDITORS – BOARD POLICY MANUAL
APPENDIX A. FREQUENTLY USED TERMS
MEMBERSHIP
The IIA/IIA Inc./The Institute/IIA
Global/Global Headquarters
International organization headquartered in Altamonte Springs, Florida, USA
NA – North America
NA refers to members and Chapters in the US, Canada, the Caribbean, Guyana, Bermuda.
ONA – Outside North America
ONA refers to members and affiliates outside the US, Canada, and the Caribbean. Also
often referred to as International members or affiliates.
Affiliates/Institutes
Term used to refer to affiliates outside North America. Under the new agreement, these
will be referred to as IIA Institutes
Chapters
Term used to refer to Chapters in North America.
Chapter in Formation
Category for new affiliates that gives them provisionary status for a period of not more
than two years, during which time they will be mentored and will be expected to meet
certain requirements before full affiliate status is given.
Member at Large
Member who chooses not to join any affiliate. MALs are served solely through The IIA.
Audit Group Membership
Program
Program in which all members of an audit staff can join The IIA at reduced rates. Applies
to organizations with multiple staff members. Primarily North America.
Government Audit Program
Government agencies in Canada, the Caribbean, and the United States are eligible to
participate in one of two IIA programs designed specifically to meet the unique needs of
government auditors.
GUIDANCE
Standards
Mandatory guidance for members.
Practice Advisories
Endorsed guidance which helps interpret the Standards but which is not mandatory.
Practice Guides
Detailed guidance for conducting internal audit activities. This includes detailed processes
and procedures such as tools and techniques, programs, and step-by-step approaches...
43