29 Aug 2011
-First time national accountancy body is amending Constitution
-Amendments approved by 90 percent majority
-Changes aligned with goal to transform ICPAS into a global accountancy body
The Institute of Certified Public Accountants of Singapore (ICPAS) is amending its Constitution. An overwhelming majority of about 90 percent of members at an Extraordinary General Meeting on August 27, 2011 voted for the amendments. The amendments will be submitted to the Registrar of Societies for approval.
The constitutional changes represent enhancements to the Institute’s existing governance arrangements and touch on areas such as composition and mode of election of Council Members, tenure of the leadership team, appointment of an audit committee and nominations committee as well as membership classification.
While amendments to the Constitution usually take effect from the date of sanction by the Registrar of Societies, ICPAS took a more robust governance approach and will effect certain provisions retrospectively through transitional arrangements. This will facilitate the leadership renewal process within the Institute. The tenure of ICPAS Council Members is to be capped at three consecutive terms of two years each, but for Council members due to retire at ICPAS’ annual general meetings in 2012 and 2013, the cap will be applied retrospectively. Council Members who have served for more than three terms and are due to retire in 2012 will be eligible for re-election for another term of two years, instead of three consecutive terms. Those who have served more than three terms and are due to retire in 2013 will step down.
The amendments are in line with recommendations by the Committee to Develop the Accountancy Sector in its report “Transforming Singapore into a Leading Global Accountancy Hub for Asia Pacific”.
Mr Teo Ser Luck, ICPAS Adviser and Minister of State for Trade and Industry, said: “I am glad to know that majority of the members who attended the EGM voted for the amendments. This signals support from ICPAS members on the future direction the Institute is taking. The carefully calibrated changes in ICPAS’ Constitution are aligned with the recommendations of CDAS to strengthen the Institute’s governance and leadership structure. They are consistent with that of a professional accountancy body with a global membership, outlook and standing. ICPAS has a significant role in supporting Singapore’s growth as a global accountancy hub and I am confident of its progress.”
ICPAS President Dr Ernest Kan said: “The transitional arrangements for the leadership renewal process, which are over and above what is required, underscore our commitment to decisive, constructive change. With the amended Constitution, we will have a strengthened constitutional framework that forms the building blocks for our future development on the international arena.”
ICPAS member Mr David Phua, FCPA Singapore, Finance Director, People’s Association, said: “The new constitutional framework supports good corporate governance practices, allowing ICPAS to take a clear, transparent approach to its governance and leadership renewal processes.”
ICPAS first embarked on a strategic review of the ICPAS Constitution in March 2010. The review process involved a series of interviews with stakeholders including regulators, government agencies, Big Four and Mid-Tier CPA firms, as well as focus group sessions with cross-sections of ICPAS’ 24,000 membership base. ICPAS also issued a Consultation Paper on the proposals to amend the ICPAS Constitution to gather comments from cross-sections of its members and other stakeholders. As part of the review process, the Institute conducted research and comparative studies of the charter and constitution of leading accountancy bodies in major jurisdictions as well as local professional bodies.
Key amendments to ICPAS’ Constitution include:
-The tenure of ICPAS Council Members will be capped at three consecutive terms of two years each, or a maximum of 6 consecutive years. . There is a moratorium of two years for Council Members who have served the maximum number of terms to seek re-election. Previously, there was no specified cap on the tenure of Council Members. With regard to transitional arrangements, a provision for Council members who have served for some time on the Council to retire at the Annual General Meeting to be held in 2012 and 2013 will be made in the Constitution.
-The tenure of ICPAS office bearers, i.e., the President, Vice-President and the Treasurer, would be capped at a maximum two terms of two years each (i.e. four years). The President, after serving four years, will not be eligible to be the Vice-President or Treasurer thereafter.
-An Audit Committee (AC) will be set up to assist the Council in fulfilling its responsibilities of oversight in the Institute’s financial reporting. The AC shall comprise at least three Council Members, none of whom shall be the office bearer.
- A Nominations Committee will be appointed to assist the Council in identifying candidates for internal and external appointments.
-The ICPAS Council shall consist of 16 CPAs Singapore elected by Members, of which at least 6 members shall be public accountants and at least 6 members are not public accountants. This leaves four seats to be filled by any CPA Singapore.
- Previously, the Council would comprise 8 practising members elected by practicing members and 8 non-practising members elected by non-practising members. Henceforth, the election of Council members will be open to all members with voting rights, regardless of whether they are practising or non-practising members.
- The categories of Practising Member and Non-Practising member will be collapsed into one category known as CPA Singapore.
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