The global members of the Institute of Internal Auditors (IIA) have approved changes to the organization’s governance structure, reducing the number of members on its global board of directors to 17 from 38 and establishing a six-member supervisory committee.
“With tremendous support from our more than 190,000 members worldwide, we are creating an efficient and relevant governance body that will be able to quickly respond to developments in the internal audit profession globally,” said 2018-19 IIA Chairman Naohiro Mouri. The first board elected under the new governance structure will take office in July of 2019.
In addition to a more streamlined board, members approved establishment of a Global Assembly, replacing the existing Global Council. The Global Assembly, which will include a formal designee from each international affiliate, will provide a forum for affiliates to have input to the board regarding the strategic direction of the profession, and on top IIA initiatives, priorities, and activities.
The Executive Committee will be eliminated as the primary managing and decision-making body. A new Supervisory Committee, in turn, will serve as advisor to the CEO, providing counsel on emerging issues and initiatives; monitoring staff compensation matters, including review of the CEO’s performance; and performing other duties as may be assigned to it by the board.
“Changes to The IIA’s global governance structure were very well received by members when they were invited to review and comment on the proposal in 2017,” said IIA President and CEO Richard F. Chambers. “The highly favorable final vote during our annual business meeting earlier this month in Dubai, UAE, further reflected an overwhelming endorsement of the move, which is intended to provide maximum value to members while ensuring nimble, yet vigilant, oversight of IIA activities.”
The Global Board, which is The IIA’s main governing body, will be composed of:
- Four officers: chairman, senior vice chairman, immediate past chairman, and vice chairman, finance
- Four North American directors
- Five directors from affiliates outside North America
- Two directors-at-large
- One ex-officio director who is the chairman of the audit committee
- One ex-officio director who is IIA’s chief executive officer
Additional changes:
- The global board will always comprise no fewer than six members from outside North American and six from North America.
- Three-fourths of the Board, or at least 12 directors excluding the CEO, must be Certified Internal Auditors (CIA). All officers must be CIAs.
- At least five directors from outside North America will be selected from the 10 largest affiliates.