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 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.
The role of the IoD
The IoD is a voluntary membership organisation. 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. It does not decide civil disputes regarding the proper discharge of directors’ duties. However, the IoD can consider complaints arising from regulatory investigations, or judicial decisions, to determine whether Rule 1 1 of IoD's Constitution. (cessation of membership) is engaged.
Each member must agree to the IoD Rules and undertake to conduct themselves in a manner which would be expected of a member of a reputable professional body. Members are expected to adhere to the IoD Code of Practice for Directors to assist them in carrying out their responsibilities in accordance with high professional standards.
Grounds for terminating membership
Where a member acts in a manner that compromises the position of the IoD, or brings it into disrepute (or acts in a manner that is likely to do so), their membership may be terminated by resolution of the IoD Council. The Council is obliged to seek the member’s comments and provide them with an opportunity to appear before it prior to making any such determination.
conviction for an offence committed in, and as part of, the role of a director which carries with it a possible sentence of imprisonment; and
failure to pay subscriptions.
What is required?
If you wish to make a complaint against a current member of the IoD, you will need to:
identify yourself and the member in question - the IoD does not act on anonymous complaints;
put your concerns to the IoD in writing. The information in support of your complaint should be as factual as possible - opinions are unlikely to assist;
consent to your identity being revealed to the person complained against if the complaint is taken further;
authorise the IoD to make its own inquiries and collect (and store) such information as may be required to investigate and determine the complaint; and
agree that the process of investigation, and information submitted on behalf of either party, remain confidential unless otherwise directed by the Council.
Once your complaint has been received it will be considered by the Council, or its delegate (for example a sub-committee of the Council or the CEO), to determine whether, on its face, it discloses a sufficient basis to warrant investigation under Rule 11. If so, the complaint will be referred to the member concerned and a written response to the allegations requested.
The IoD is committed to investigating and determining complaints against its members in accordance with its Rules and the principles of natural justice. Where the Council considers it necessary to convene a hearing to determine the matter the member will be invited to attend. The process adopted at the hearing will be confirmed to both the complainant and the member in advance. The decision of the Council shall be final.