Governance review

Sound governance arrangements support effective leadership, accountability and continuous improvement of our Institution and the members we serve.

Having developed our new Statement of Strategic Intent, Engineers Ireland’s Council decided it was timely to review the governance of the Institution to ensure Engineers Ireland delivers on our Core Purpose - in the best interests of the profession.

Context of the Review

Having developed our new Strategy 2021 - 2023, Council decided it was timely to review the governance of the Institution to ensure Engineers Ireland delivers on our Core Purpose - in the best interests of the profession. Sound governance arrangements support effective leadership, accountability and continuous improvement of our Institution and the members we serve.

Rationale for a Review

It has been nearly a decade since the last major review was undertaken, although important improvements have been made in recent years. Feedback in our 2020 members survey indicated that the governance of the Institution would benefit from examination. Updated governance arrangements can better help us to seize opportunities and manage risk in a rapidly changing environment.

Scope of the Review

Given the scale of the project, and the expert nature of the issue, external assistance is required across all stages of this project. PwC has been appointed to undertake the review following a competitive tender process. They are examining all aspects of the governance of the institution from our Bye-laws to the conduct of our meetings to the functioning of our committees. PwC has also looked at governance arrangements in other bodies similar to Engineers Ireland.

Project Stages

The governance of the Institution and its operation is complex therefore the review is being undertaken in three Phases. PwC presented a report on the first Phase of the review to Council. Following a thorough discussion, the report and recommendations were unanimously approved for consultation with members. We are now bringing this to the members of the Institution to get your feedback as part of Phase 2 of the project. The last Phase entails the development of a final report and implementation plan.

Brief overview of our Governance Arrangements

The governance of Engineers Ireland is vested in Council subject to the provisions of the Charter, of the Bye-laws and to the resolutions of Special General Meetings. The Engineers Ireland Council is made up of the Officer Group, Chairpersons of certain key committees, elected members and representatives of the regional and divisional spread of the organisation. The following is the list of functions reserved to Council.

Specific Duties and Powers Reserved to Council

(i) Election of the Executive Board
(ii) Deliberating on strategic planning and policy issues in order to inform and advise the Executive Board
(iii) Final approval of any proposals prepared by the Executive Board in relation to changes to: the Code of Ethics and disciplinary procedures; Membership Regulations; Membership Subscriptions; Changes to Bye-laws; Changes to the Charter and legislation; New Regional Branches, Engineering Divisions and Societies or modifications to existing; Regional Branches, Engineering Divisions and Societies; Any amendment to the Guidelines for Regional Branches, Engineering Divisions and Societies; Annual Budget and Annual Accounts
(iv) Nomination of candidates for Vice President
(v) Election of Honorary Fellows
(vi) Calling Special General Meetings and Ordinary General Meetings
(vii) Conduct of elections to Council

PwC observations and recommendations

Read more about PwC's key insights below.

Please click on the sections to read the PwC observations in each dropdown below, followed by their overall message and key recommendations.

Council

PwC’s main recommendations in respect of Council were that formal induction training be introduced and that this should begin with Council. They also recommended that a Council evaluation should be undertaken in order to identify areas for enhancement and feedback.

In respect of meeting arrangements, PwC observed that Council and the Executive Board should meet separately but that a joint strategy ‘away day’ should be held. They recommended that Council should prioritise strategic planning, policy and membership matters on its meeting agenda and avoid duplication of papers/materials between it and the Executive Board.

They further recommend that an exercise be undertaken to clarify and document matters reserved/duties for Council and Executive Board as well as agreeing reporting protocols between committees and Council / Executive Board.

Finally, PwC recommended that the length of tenure on Council should be limited to six years while at the same time efforts need to be made to preserve corporate memory through succession planning. A review of the size and composition of Council should be conducted within the timeframe of the current corporate strategy.

The Executive Board

The Executive Board governs Engineers Ireland on behalf of Council in accordance with the Bye-laws. In governing Engineers Ireland the Board does so by determining, in a systematic manner, policies to be followed and implemented by the Director General and by the committees of Engineers Ireland, the Board may not delegate this duty. The Executive Board monitors and takes appropriate action as required, to ensure its policies are being adhered to and implemented in a proper manner.

PwC’s main recommendations in respect of the Executive Board were to undertake a review of its membership, tenure, rotation and succession planning. As stated earlier they further recommend that an exercise be undertaken to clarify and document matters reserved/duties for the Executive Board as well as agreeing reporting protocols between committees and Council. PwC recommended that the role of the Executive Board in respect of reporting, oversight and governance of committees should be strengthened.

The President and the Director General

The President, as Chairman of Council, is responsible for the integrity of processes of Council, the Executive Board and Special and Annual General Meetings. The President, the two Vice Presidents and the immediate Past President shall be the Officers of Council.

The Director General (DG) has overall responsibility management of Engineers Ireland's property, assets, funds and records. The DG, together with the Senior Management Team, manages the organisation on a day-to-day basis.

PwC recommended that Engineers Ireland document the role of DG and President and formalise the process for the selection of a Vice President.

Sectors

The Council has established groups of members sharing a common defined geographical area known as Regional Branches. It has also established groups with a common disciplinary interest known as Engineering Divisions and groups of members and non-members of Engineers Ireland, other than Engineering Divisions or Regional Branches, with specific interests known as Societies.

PwC suggested that consideration be given to aligning the term of a Sectoral Chair (currently one year) with the three-year Council term to enable members to leverage their experience on Council and contribute meaningfully. In general, PwC recommended that all committees should review their membership, tenure, rotation and succession planning.

Liaison Committee

Council has established a Liaison Committee whose purpose is to foster co-operation between our Sectors through the dissemination of information on the activities to the membership, acting as a forum in which operational matters relevant to Regional Branches, Engineering Divisions and Societies are discussed and co-ordinating an annual programme of Sectoral events including the promotion of joint events.

Boards and Committees

Engineers Ireland has a large number of Boards and Committees. These groups operate under Terms of Reference and are intended to deal with complex or specialised issues such as financial oversight, membership regulations, professional standards, etc. In accordance with the Bye-laws, Boards and Committees make recommendations for action to the Council and or Executive Board, who retain collective responsibility for decision making.

PwC observed that, relative to other similar bodies, Engineers Ireland has a large number of Boards and Committees. They made several recommendations to improve oversight and governance, by the Executive Board, including: agreeing on reporting protocols between committees and the Executive Board, reviewing the terms of reference for all Boards and Committees and reviewing the tenure and succession planning of Chairs of Boards/Committees.

Overall message

600x366 Executive Board

A fundamental good governance obligation is the concept of checks and balances and the separation of powers, and that is supported by having clarity of roles and responsibilities so that there is no role confusion between those who occupy governance and leadership positions in an organisation, whether at Council, Board, Committee or Management level.

PwC's assessment is that the governance arrangements and legal structure in place are adequate and would mirror that of similar organisations, however more clarity is required in certain areas. For comparison purposes, PwC interviewed Presidents, Past-Presidents and Officers of a number of membership organisations. The interviews were undertaken in confidence to enable the interviewees to be candid and open about the governance structure and practices of their organisations. The organisations were all membership bodies from a cross section of professions, with membership numbers ranging from between 5,000 to 30,000 approximately. During the interviews, PwC obtained the views of the interviewees on what worked well in their organisations in terms of governance and discussed the challenges faced and how these were addressed.

In addition to the interviews undertaken with the membership organisations, PwC undertook a desktop review of the governance arrangements of a range of comparator bodies and compared their structures and governance arrangements against those of Engineers Ireland. Between five and ten membership bodies were reviewed over the course of the assignment.

PwC made 12 overarching recommendations which were unanimously supported by Council. These include: clarifying matters reserved for Council and matters delegated to the Executive Board, prioritising discussion on strategic planning, policy and membership matters at Council meetings, documenting the role of the President and Director General, updating Terms of Reference, tenure and reporting arrangements for all Committees and Boards, providing induction training to help Council members and the Executive Board understand their role and function.

The ‘Ask’ of Members

Update on the project

Consultation Meetings:

A series of meetings were arranged in September to facilitate the various groups within the institution inputting to the Governance Review process. The purpose of the consultation with members was to:

Clarify the rationale for and approach to the Governance Review.
Communicate the main recommendations of the PwC report on the Governance Review and offer members an opportunity to engage in a discussion on expectations in relation to the principles of governance and the options for governance models.
Establish a consensus on the main issues to be actioned arising from the review.
Clarify the next steps in relation to the process.

A report “Governance Review Consultation Process” provides a composite summary of feedback from the consultation process. It can be found at the following link. At their meeting on October 2nd, 2021, Council members reviewed and approve this consultation report. Council further agreed that the report and feedback be provided to PwC and that PwC be asked to prepare a final draft report on the Governance Review process for Council with specific recommendations and an implementation plan. Council agreed that a further opportunity for member engagement take place once the final draft report has been received and reviewed.

Additional points

Transparency has been an important feature of the process. This includes for example being open to having members contribute via the consultation process which was run in September.

Once approved by Council, reports will be made available to all members.