Complaints and grievances

Who can lodge a complaint or grievance?

If you are a member of the IoD, you can lodge a grievance if you are concerned about how the IoD has treated you (or a group of members).

If you are a member of the IoD or a member of the public, you can lodge a complaint about the alleged conduct of an IoD member.

What can you lodge a complaint or grievance about?

The IoD is a voluntary membership organisation that promotes professional standards for directors and is interested in ensuring its members maintain appropriate standards of conduct.

It is not a front-line regulator and will not generally investigate conduct by its members that falls within the jurisdiction of an existing regulator (see below).

The IoD is also not the arbiter of disputes between directors and shareholders or members of an organisation. 

In addition, it does not decide civil disputes regarding the proper discharge of directors’ duties or decisions taken by a board as part of governing an organisation in the ordinary course of business.

In accordance with the IoD’s Constitution (the Rules), the IoD can consider complaints about an IoD member that constitutes conduct that compromises (or is likely to compromise) the position of the IoD or brings (or is likely to bring) the IoD into disrepute.

For Chartered Members and Fellows there are additional considerations as they are required to remain of ‘good character' and uphold the principles in the Charter of the Institute of Directors.

If the IoD decides to investigate, it is likely to consider whether the member’s conduct has detrimentally affected the IoD’s objectives or lowered the reputation of the IoD in the mind of a reasonable third party informed of the circumstances. It will also consider whether this is likely to happen in future if the member remains a member.   

Examples of conduct that the IoD may investigate include a member:

• being convicted of an offence under relevant legislation
• being the subject of adverse findings by a professional body which impugn the member’s character or honesty
• making public statements a reasonable third party would consider so objectionable as to  damage the reputation of the IoD.

New professional standards framework

In 2021, the IoD membership voted to update and enhance the IoD’s standards framework. This includes amending membership criteria and providing the IoD Council with more flexibility to address member misconduct. The new framework helps protect and maintain IoD’s reputation as a membership based professional body and uphold professional standards for directors.

Member obligations

Under Rule 4.8 of the IoD Constitution, every member of the IoD: 

1. is deemed to have agreed to be bound by the Rules and any binding Codes issued by Council from time to time; and
2. must not act in a manner that compromises (or is likely to compromise) the position of the IoD or brings (or is likely to bring) the IoD into disrepute.

The following binding codes have been issued by the IoD Council:

• The ‘Continuing Professional Development (CPD) Code’, approved by Council, which contains the continuing professional development requirements for each membership category.
• The Code of Practice for Directors.

Chartered members are subject to additional requirements, having to confirm annually that they have undertaken the required CPD, will uphold the principles of the Charter of the Institute of Directors and are of good character.

Rule 17 of the IoD Constitution sets out the process that must be followed in relation to complaints and grievances.  All members are required to cooperate to resolve such matters efficiently, fairly and with the minimum of disruption to the IoD’s activities.

Lodging a complaint or grievance

How to lodge a grievance against the IoD

Any member may lodge a grievance with the IoD relating to their rights and interests as members.

Grievances will usually concern how IoD has treated a member (or group of members), for example where:

• the Rules have been applied to the grievant arbitrarily, unfairly or in a discriminatory manner compared to other members;
• the IoD has taken some other action to unfairly disadvantage the grievant(s);
• the behaviour of the IoD (or its agents) towards the grievant is harsh or oppressive; or
• an action, course of conduct or failure to take action by the IoD is contrary to its purposes or otherwise inconsistent with the Rules.

This list is not exhaustive.  For a grievance to be substantiated, the grievant will need to prove the IoD has taken some unjustified action (or is failing to take required action) to the disadvantage of the member or contrary to its purposes.

To lodge a grievance, please complete the online grievance form 

How to lodge a complaint in relation to an IoD member

Any person may lodge a complaint concerning the alleged conduct or discipline of an IoD member that has or could compromise the interests of IoD or bring it into disrepute.

The complaints process is confidential to the parties involved, to protect people’s privacy and encourage parties to participate in an open and honest way.

As a complainant, you will be asked to confirm that you have no objection to the individual involved seeing your complaint, and that the information you have given is true and accurate.

The IoD will treat private information in accordance with the Privacy Act 2020 and any other applicable legislation.

To lodge a complaint in relation to an IoD member, please complete the online complaint form 

What happens next?

Your correspondence will be acknowledged.

On receiving the grievance or complaint, the IoD Registrar will review it to ensure it meets the initial threshold contemplated by Rule 17 in the IoD Constitution.  You may be asked to clarify the information you have given us or supply additional information or documentation to support our enquiries.

In the case of a grievance it should concern the member’s ‘rights and interest as a member’. 

In the case of a complaint it should concern the ‘conduct and discipline of members’ that has or could compromise the interests of the IoD or damage the IoD’s reputation. 

If you have any other type of complaint, such as a complaint about the quality of an IoD service, please contact the membership team. 

The complaint or grievance may be referred to the IoD Standards Committee whose role is to fairly and expeditiously:

1. hear and determine any grievances of members regarding their rights and interests as members; and
2. hear and determine complaints concerning the alleged conduct or discipline of members.

In undertaking its role, the Standards Committee must comply with the principles of natural justice and the IoD’s Constitution (Rules). It can decide whether or not to investigate the matter and how the issue may be best resolved. 

Other avenues for resolving complaints against directors

There are other bodies involved in resolving complaints against directors.

The obligations of directors are generally found in legislation and/or in legal documents governing how their organisation should operate. 

For example, the primary duties of company directors (such as the duty to act in good faith and in the best interests of the company) are set out in the Companies Act 1993.  Breaches of those duties and other obligations may be pursued through the courts including by regulators such as the Companies Office and the Financial Markets Authority.