Global Board of Directors Structure
Global Board of Directors Structure
*For the Global and NA Boards, the following positions are automatically filled through a succession process specified by The IIA Bylaws. These positions include the following:
- Chairman of the Global Board
- Immediate Past Chairman of the Global Board
- Chairman of the NA Board
- Senior Vice Chairman of the NA Board
Composition
The Global Board Shall be composed of:
- 4 Officers
- 4 North American Directors
- 5 Directors from outside North America
- 2 Directors-at-large
- 1 Ex-officio Director who is ithe Chairman of the Audit Committee
- 1 Ex-officio Director who is the Chief Executive Officer (CEO).
Ex-officio Directors are defined as voting Directors who hold office by virtue of the fact that they have been appointed or elected to a position that includes a seat on the Global Board.
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- Responsibilities: Serve as chief elective officer of The IIA; preside over all IIA Global Board, Global Assembly, and Supervisory Committee meetings; and serve, along with the CEO, as spokesperson for The IIA.
- Term: One year.
- The Senior Vice Chairman of the Board is expected to succeed the Chairman of the Board; therefore, this position is not open for nominations.
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- Responsibilities: Lead development of long-term strategy for The IIA. The Senior Vice Chairman is expected to succeed the Chairman at the end of the Chairman’s term or upon vacancy of that office.
- Term: One year.
- The Senior Vice Chairman of the Board is expected to succeed the Chairman of the Board.
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- Responsibilities: Ensure the establishment and maintenance of adequate controls for safeguarding the funds of The IIA; maintain, review, and approve financial, budgetary, and contractual policies and procedures; review all financial reports of The IIA; and serve as chairman of the Finance and Investment Committees.
- Term: One year and may be elected to a second term.
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- Responsibilities: The Immediate Past Chairman provides continuity, guidance, and assistance to the Chairman of the Board.
- Term: One year.
- Served the previous term as Chairman of the Board; therefore, this position is not open for nominations.
Officers
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Includes the above four Officers, plus the following:
- NA Board Chairman
- ONA Lead Director
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Nominations come from among the ten largest affiliates where at least five are chosen. Directors may also be assigned to oversee specific committees by the Chairman of the Board. Selected based on competencies, global perspective, and a broad mix of global regions or industries to help balance Board diversity.
The ten largest affiliates for the 2020–22 cycle (listed alphabetically):
- Australia
- Brazil
- China
- France
- Germany
- Japan
- Italy
- South Africa
- Spain
- United Kingdom & Ireland
Assist in promoting The IIA and perform special tasks as assigned by the Chairman of the Board.
Term: Two years. May be elected to a second term. -
Chosen to ensure that at least six Board candidates are from North America and that at least six Board candidates are from outside of North America (ONA). Directors are selected based on the desired competencies.
One Director will be elected as Audit Committee Chairman and serves as an Ex-officio voting member of the Board.
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Directors from USA, Canada, or Caribbean chosen to ensure that at least four Directors are from the NA Board.
Chairman of the NA Board*
Senior Vice Chairman*
Directors
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- Strategic thinking: Describe your experience in thinking about, assessing, viewing, and creating the future for yourself and your organization and how your experience would benefit an IIA Board.
- Global perspective: Describe the professional experience(s) you have had outside of your own country that would contribute to your global perspective in relation to an understanding of the economic, social, and political forces that influence connections between people and business around the world.
- Leadership capabilities: How would you describe your ability to inspire others to a common goal and driving action through confidence?
- Business acumen: Describe your strengths in at least three of the following categories: financial expertise, risk management, advocacy, information technology and governance and how you would add value to an IIA board and increase the likelihood of a positive outcome.
- Fiduciary responsibility (e.g., put The IIA first)
Competencies
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Service as an Officer of the Global Board is considered one of the pinnacles of volunteering within The IIA governance and committee structure. To assist potential candidates in evaluating whether they are ready for serious consideration by the Global Nominating Committee (GNC), the following guidance is provided.
Qualifications:
- At least 12 members of the Global Board must be Certified Internal Auditors (CIAs) with a proven track record as a leader within The IIA, typically as a senior volunteer leader at the regional or global level.
- Must have support from other volunteer leaders familiar with the requirements and recognized in the profession.
- Must possess a global perspective, strategic focus, excellent leadership and communication skills, with extensive practice experience as either a chief audit executive, partner or director in a professional services firm, or a thought leader in governance, risk management, and/or internal control.
- Must have the ability to attend in-person meetings each year and participate in video teleconferences and must have time to fulfill the responsibilities assigned to them.
- Must be collaborative in working as part of a group.
- Must be fluent in English, which is the official language of the Global Board.
- Fiduciary responsibility (e.g., put The IIA first)
Note: The GNC has discretion of nominating up to two individuals who are not members at the time they are nominated, if specific competencies are needed.