Regulations 2 to 6 and 10 to 13 January 2024

Date of notice: 2 January 2024
Date of implementation: Various - 1 April 2024 to date of IFoA AGM in 2025

IFoA governance reforms

AMENDMENTS TO REGULATIONS 2, 3, 4, 5, 6, 10, 11, 12 AND 13

The governance reforms are:

(i) that the Chair of the Management Body (to be known as the IFoA Board) is an independent non-executive director (iNED);
and that the composition of the IFoA Board be changed to:

5 member non-executive directors (mNEDs), one of whom is the President of the IFoA
3 independent non-executive directors (iNEDs), one of whom is the Chair of the IFoA Board
IFoA Chief Executive Officer;

iNED being someone who is not a member and who does not have a material or pecuniary relationship with the IFoA or related persons

mNED being someone who is a Fellow or Associate of the IFoA but (other than the President) is not a member of the Council

an interim or acting Chair can be selected by the IFoA Board from one of its non-executive directors (iNEDs and mNEDs)

(ii) that an appropriately constituted Committee of the IFoA Board will in future be responsible for recommending candidates for non-executive vacancies to the IFoA Board (other than the President, who will be an ex-officio member of the Board, as of right). Appointments will be made following an appropriately objective skills- and competency-based selection process, and each appointment will be subject to consultation with and ratification by Council on appointment and every 3 years thereafter;

(iii) that Council shall reserve the right, in exceptional circumstances, to remove either the IFoA Board Chair or the Board in its entirety (other than President or Chief Executive);

(iv) that the Term served by any elected President be changed to two years (from AGM 2025); and

(v) the removal of the role of the Immediate Past President upon the appointment of the first President with a two-year term (expected June 2025).

Changes to our Regulations are required to implement these resolutions and these are set out below:

Regulation	Current	Amendment	Date on which amendment to come into effect (or such other date as Council shall specify)
10	Management Board The management body provided for under Bye-law 17 shall be known as the Management Board. Members of the Management Board as a result of their office or employment shall be: President President-elect Chief Executive (being the person appointed under Bye-law 18) In addition, the Council may appoint: an independent member being someone who is a Fellow or Associate but is not a member of the Council and who has no other role within the Institute and Faculty of Actuaries. another independent member being someone who is not a Fellow or Associate. up to three further Council members, one of whom being (in the event the Scottish Board so requests) a member of the Scottish Board who is a member of the Council elected by the Scottish constituency. The Chair of the Management Board’s Member Engagement Committee. The Chair of the Management Board’s Skills and Domains Committee.	IFoA Board The management body provided for under Bye-law 17 shall be known as the IFoA Board. Members of the IFoA Board as a result of their office or employment with IFoA shall be: President of the IFoA, being someone who is a Fellow or Associate of the IFoA. Chief Executive of the IFoA (being the person appointed under Bye-law 18). The President’s appointment to the IFoA Board shall be as a member non-executive director (mNED). In addition, the IFoA Board may appoint the following Non-executive directors, provided that they have been ratified by the Council as per Regulations 11 and 12: 4 further member non-executive directors. A member non-executive director (mNED), being someone who is a Fellow or Associate of the IFoA but (other than the President) is not a member of the Council; and 3 independent non-executive directors (iNEDs), one of whom is the Chair of the IFoA Board. An independent non-executive director being someone who is not a member of the IFoA and does not have a material or pecuniary relationship with the IFoA or related persons.	1 April 2024
11	The Council may fill any casual vacancy among the appointed members of the Management Board which may occur during a year, but need not do so.	The IFoA may fill any vacancy among the appointed members of the IFoA Board which may occur during a year, but need not do so. Non-executive director appointments to the IFoA Board (mNEDS and iNEDs) will be subject to consultation with and ratification by Council on appointment and every 3 years thereafter, with the exception of the President, who shall be appointed by Council. Council reserves the right, in exceptional circumstances, to remove the Chair of the Board and/or the entire membership of the IFoA Board (other than the President or Chief Executive). To do so requires a majority of not less than three-fourths of the whole number of members of Council to vote in favour.	1 April 2024
12	The Chair of the Management Board shall be the independent member appointed under Regulation 10, if any, who is a Fellow or Associate and otherwise shall be one of the Fellows or Associates on the Management Board (other than the President).	The Chair of the IFoA Board shall be an iNED appointed under Regulation 10. The Chair appointment, with the exception of an interim or acting Chair nominated in accordance with this Regulation 12, will be subject to ratification by Council in addition to any requirement to ratify non-executive director appointments. Should a temporary vacancy arise, the IFoA Board shall nominate an interim Chair from any of its non-executive directors (mNED or iNED), until a suitable iNED is appointed as Chair. The Chair may nominate any non-executive director (mNED or iNED) of the IFoA Board to act as Chair and/ or preside over any meeting of the IFoA Board in their absence.	1 April 2024
13	The Management Board shall maintain a governance manual describing key operating procedures including the scheme of delegations and membership arrangements and the terms of reference for the key boards and committees of the Institute and Faculty of Actuaries. The governance manual shall be published on the website for access by the membership.	The IFoA Board shall maintain a governance manual describing key operating procedures including the scheme of delegations and membership arrangements and the terms of reference for the key boards and committees of the Institute and Faculty of Actuaries. The governance manual shall be published on the website for access by the membership.	1 April 2024

Resolutions (iv) and (v) require the following changes to Regulations 2, 3, 4, 5 and 6:


Regulation	Current	Amendment	Date on which amendment to come into effect (or such other date as Council shall specify)
2	There shall be the following honorary officers: President President-elect The President who retires at an AGM shall be the Immediate Past President for the period until the next AGM.	With effect from the AGM in 2025, there shall be the following honorary officers: President; and (When appointed in accordance with Regulation 4) President-elect.	Date of AGM in 2025
3	Meetings of the Council shall be chaired by the President. The President may nominate either the President-elect, or Immediate Past President to act as Chair. In the absence of such nomination, the President-elect or Immediate Past President shall between them, agree who will chair the meeting.	Meetings of the Council shall be chaired by the President. The President may nominate the President-elect or such other Council member as they deem appropriate to act as Chair.	Date of AGM in 2025
4	Each year at least 60 days before the AGM the Council shall elect a Fellow or Associate to be President-elect with effect from the AGM. The President-elect, if not then a member of the Council, shall be co-opted on to the Council from the date of the AGM as one of the co-options under Regulation 9 (a) and shall continue to be so co-opted while President and Immediate Past President. A President-elect who is already a member of the Council shall remain a member of the Council for the relevant constituency whilst serving as President-elect, President and Immediate Past President.	Biennially, and at least 60 days before the forthcoming AGM, the Council shall elect a Fellow or Associate to be the incoming President-elect with effect from the forthcoming AGM, for a term of one year, until the subsequent AGM. The President-elect, if not then a member of the Council, shall be co-opted on to the Council from the date of the AGM as one of the co-options under Regulation 9(a) and shall as applicable continue to be so co-opted while President. A President-elect who is already a member of the Council shall remain a member of the Council for the relevant constituency whilst serving as President-elect, and as applicable President.	1 April 2024
5	Each year at least 60 days before the AGM the Council shall appoint a Fellow or Associate to be President with effect from the AGM.	Biennially, and at least 60 days before the AGM coinciding with the end of the term of the President-elect appointed under Regulation 4, the Council shall appoint a Fellow or Associate to be President with effect from the AGM. The term of office of the President shall be for two years. The President shall be a Fellow or Associate of the IFoA. In the event that the President becomes incapacitated, or is absent or unable to perform their functions, the President-elect, if any, shall assume the role of acting President until such time as the President is able to resume their functions, or Council appoints a new President. Should the President and President-elect both be incapacitated, absent, or unable to perform their functions or if both positions become vacant, Council shall appoint a Fellow or Associate to act as President.	1 January 2025
6	On retirement, the President shall be invited to become the Immediate Past President for the ensuing period as provided under Regulation 2.	At the AGM in 2024, the President shall be invited, on retirement, to become the Immediate Past President until the AGM in 2025. Thereafter the role of Immediate Past President shall cease.	Date of AGM in 2024

The Process for confirming amendments to the Regulations

These amendments to the Regulations were agreed in line with Bye-law 28, which confirms that Council shall, subject to certain provisions as detailed in that Bye-law, “have power to make, amend or delete Regulations governing such matters as it sees fit”.

These amendments were also agreed in line with Bye-law 29, which requires that Council shall only have power to amend a Regulation if “a majority of not less than three-fourths of the whole number of the members of the Council vote in favour” of that amendment.

Rule 19A requires that changes to the Regulations must “appear on the website of the Institute and Faculty of Actuaries for no less than 28 days before taking effect.”

Rule 19A continues that “if more than 50 members raise formal objections to the amended Regulations during that 28 day period, the Council will re-consider the amendments, taking into account the views expressed by the members.”