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Our governance

Looking through a glass wall at 5 colleagues sat around a table having a meeting

The IoD is charged with promoting good corporate governance for UK business. As such, we strive to ensure our own governance complies with the highest standards. Here’s how our structure works.

Institute Secretaries

Junior Bammeke and Kristina Lewis are the joint institute secretaries of the IoD. They are responsible for the internal governance of the organisation and are the governance advisors to the board, council and the committees of the IoD.


The Board

The board is responsible for the overall leadership of the Institute of Directors (IoD) and setting its values, standards, aims and objectives and delivering them in line with the objects of the Royal Charter. The board is composed of the chair, a majority of non-executive directors, and the director general and executive directors. It acts as a unitary board and has the following powers and responsibilities:

  • to manage the affairs and long-term success of the institute
  • to approve the strategy of the institute, business and financial planning, to hold the executive to account and ensure financial and risk stewardship
  • to approve the annual report and accounts
  • to appoint, reappoint and remove (acting by the non-executive directors only) the director general and other executive directors, as the board permits
  • to ensure open and transparent engagement with all stakeholders when carrying out its duties
  • to establish and dissolve committees and groups of the board

Board members


The Council

The council is the guardian of the IoD constitution, ensuring that the objects of the IoD’s Royal Charter are delivered. It comprises 11 members of geographical areas, 13 elected members and the IoD chairman. The council carries out the following responsibilities:

  • to appoint, reappoint and remove the non-executive directors and to determine their independence, having considered any recommendations of the nomination committee
  • to hold the board to account for the delivery of the charter objects and adherence to the laws of the institute
  • to provide critique and opinion to the board on the overall progress of the institute
  • to monitor the board’s engagement with membership and stakeholders
  • to appoint and remove a senior independent council member who will act as deputy chair of the council

Council members


Nomination Committee

The nomination committee is a joint committee of the board and council. The committee comprises board and council members, appointed by a joint decision of both bodies. The nomination committee carries out the following duties:

  • approving the principles and process for appointment of all office holders
  • approving the process for evaluation of the governance functions of the institute and reviewing the outcome of the annual review of the performance of the board and council

Nomination committee members


Executive Committee

The executive committee reports to the board and is responsible for the ongoing management of the IoD and the day-to-day operational matters for running the business. It also reviews the performance of the institute and its ambition programme. Other responsibilities of the committee include:

  • the development and delivery of business plans and budgets
  • approval of procedures and policies
  • the monitoring of operating and financial performance
  • health and safety management

Executive committee members


Committees of the Board

The other board committees include our audit and risk committee, remuneration committee, membership committee, accreditation and standards committee and assessment committee.

Committees of the Board