How to lodge a complaint

What can you lodge a complaint about?

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

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.   

The Standards Committee will first decide whether the complaint should be investigated. The Committee may decline to investigate where, for example, the matter does not appear to disclose material misconduct, there is no apparent evidence to support it, or the issue is more appropriately dealt with by a regulator, court, tribunal or another forum.

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.

The following examples may help explain the threshold for a complaint:

• • If your concern is about a board decision, the complaint will need to focus on the conduct of an individual IoD member, rather than the outcome reached by the board. The IoD does not decide whether a board made the right board decision. The Committee will want to know whether there is information suggesting the member may have fallen below expected standards of director conduct.
  • If your concern is about a conflict of interest, the complaint will need to explain what the IoD member is said to have done, or failed to do, that may fall below expected standards of director conduct. This could include a failure to disclose an interest, ensure it was recorded, step back from a matter, or follow the organisation’s conflicts process. The fact that a director sits on the boards of two organisations in the same industry is not, by itself, a basis for investigation.
  • If your concern is about someone who is not an IoD member, the Standards Committee cannot consider it under the IoD complaints process. The process applies to IoD members because they have agreed to be bound by the IoD Constitution and binding Codes, including the Code of Practice for Directors.

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

Other avenues for resolving complaints against directors

There are other bodies involved in resolving complaints against directors.

As the IoD is not a front-line regulator, it will not generally investigate member conduct that falls within the jurisdiction of an existing regulator (see below).
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.

How to lodge a complaint

Any person may lodge a complaint concerning the conduct of an IoD member that has or could compromise the position of the 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. 

Lodge a complaint

What happens next?

Your correspondence will be acknowledged.

On receiving the 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 complaint, it should concern the ‘conduct and discipline of members’ that has or could compromise the position of the IoD or damage the IoD’s reputation. 

If you have any other type of query, such as a concern 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 conduct 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. 

If the Standards Committee decides to investigate a complaint, the member will be advised of the allegations and given an opportunity to respond before the matter is determined.