Regulations

1.1. The following defined terms are used throughout the Regulations:

1.2. These definitions should be read in conjunction with the Royal Charter and Bye-laws.

1.3. In the event of any uncertainty about the meaning or interpretation of any of these Regulations the matter shall be referred to the Chief Executive Officer and/or General Counsel for advice. If the matter is not resolved following that advice, the Chief Executive Officer will escalate the matter to the Chair of the Board, who may then take the matter to the Board (as appropriate) to determine.

1.4. Throughout these Regulations (save where the context provides otherwise) all words importing the singular number shall include the plural and all words importing the masculine gender shall include the feminine and vice versa.

2.1. Ciarb is governed by its Royal Charter and Bye-laws, which contain its Charitable Object (to which it must adhere) and set out various rules and procedures for the running of the Charity.

2.2. Pursuant to Article 8.4 of the Charter, the Board has power to make, amend or revoke regulations as considered necessary for the governance and efficient running of the Charity (provided that such Regulations are consistent with the Charter and Bye-laws).

3.1. These Regulations (as amended from time to time) have been approved by the Board and represent the current regulations of Ciarb. Over time it is anticipated that the Regulations (and associated policies and procedures) will evolve to accommodate changing practices and legislation and the Regulations are, therefore, reviewed by the Governance Committee on a rolling basis. Save for minor amendments, such as those described in Regulation 3.2 below, on the recommendation of the Governance Committee, the final decision on amendments rests with the Board.

3.2. Minor amendments to the Regulations, for example including but not limited to operational business requirements or department names, contact details or typographical errors, may be approved by the Chief Executive Officer in writing and shall be included in the agenda for the next Board meeting to be minuted.

3.3. In the event of inconsistency between the Charter and Bye-laws, the Charter shall prevail. In the event of inconsistency between the Regulations and the Bye-laws, the Bye-laws shall prevail.

3.4. The Regulations are supported and supplemented by the Charity’s Governance Manual and by associated policy, protocols, and Where appropriate the Regulations contain live links to policy documents. If you have difficulty accessing a related document, please refer in the first instance to the Head of Governance.

4.1. The following principles apply to the Committee structure:

4.1.1. Ciarb values and encourages global representation to benefit from the diversity of its Members;

4.1.2. the purpose of the Committees is to support the Board in discharging its fiduciary duties in pursuit of Ciarb’s Charitable Object. The role and responsibility of each Committee is set out in the relevant terms of reference, as included in the Governance Manual;

4.1.3. The Chair should ensure that Committees achieve their required tasks by the most economic means (which also includes ensuring Ciarb achieves its sustainability goals in line with best practice). Holding physical meetings is the most expensive way of conducting meetings. Other forms of holding meetings, including videoconferencing, should not give rise to significant costs. Physical meetings should be kept to a minimum and Committees should support their work by the best of use of technologies such as video conferencing and e-meeting software to enable virtual meetings and multilocation participation in debates and achievement of their work programme;

4.1.5. Committees shall ensure they identify and manage any conflicts of interests arising, in accordance with Ciarb’s Conflict of Interests policy (Governance Manual).

5.1. Meetings of the Board and Committees may be conducted in the following ways:

5.1.1. physical meeting;

5.1.2. telephone conferencing;

5.1.3. videoconferencing;

5.1.4. any other suitable electronic means, where all persons participating in the meeting can communicate with all the other participants (and participation in such a meeting shall constitute presence in person at that meeting); or

5.1.5. any combination of the above.

6.1. Board meetings shall normally be convened by the Chair of the Board or by six or more Trustees (of which at least four must be Elected Trustees) submitting a written request to the CEO, pursuant to Bye-law 2.18.

6.2. Committee meetings shall normally be convened by the Chair of the Committee unless the Committee’s terms of reference provide otherwise.

6.3. Notice of meetings with appropriate supporting papers shall be sent at least seven days prior to the relevant meeting.

6.4. The Chair of the Board or relevant Committee shall, in consultation with the Chief Executive Officer, be responsible for drafting the agendas for meetings of the Board and its Committees.

6.5. The Board or Committee may determine that certain matters should appear on every agenda for a meeting and/or shall be addressed prior to any other business being conducted.

6.6. A Trustee/Committee Member desiring a matter to be included in an agenda shall make a request via the Chief Executive to the Chair of the Board/ relevant Committee at least twenty-eight days before the meeting.

6.7. The Chief Executive Officer shall inform the Chair of the meeting of any additional agenda items received outside of the timescale at Regulation 6, before the agenda is finalised and the Chair shall make the final decision as to the inclusion of any item on the agenda recognising that written papers may not be possible at shorter notice.

6.8. Regulation 7 above shall not prevent any resolution being proposed without notice on any other business mentioned in the agenda at the relevant meeting or any urgent resolution and/or discussion of important matters whether or not they are mentioned on the agenda (for example, urgent finance, legal, compliance or regulatory matters which are reserved to the Board).

7.1. A resolution put to a vote at a Board or Committee meeting shall be decided by a simple majority on a show of hands of those present (in relation to a meeting held via telephone conferencing, those present may be asked to indicate their agreement verbally).

7.2. Each Board or Committee Member shall have one vote.

7.3. If a majority of Trustees or Committee Members present agree, the vote may be conducted by secret ballot (for example, if the matter being voted on is confidential or sensitive) and the Chief Executive Officer (or their nominated representative) will be responsible for administering any such secret ballot.

7.4. Not all decisions of the Board or Committees require a formal A formal vote shall be called where the Chair has determined that agreement has not been reached by consensus or there appears to be a clear expression of dissent or if the matter in question is of material significance.

7.5. Chairs will only have a casting vote in the event of there being an even number of voting Trustees or Committee Members participating in the resolution.

7.6. Conflicts of interests arising shall be managed in accordance with the policy as set out in the Governance Manual and updated from time to time.

8.1. Subject to the following Regulation 8, decisions will ordinarily be taken at Board meetings, in line with agreed agendas.

8.2. In exceptional circumstances, the Chief Executive Officer and/or General Counsel may contact the Trustees in between meetings to escalate urgent, high-risk, high profile and/or high-impact issues for the timely attention and consideration of the Board (including for example, regulatory reporting).

8.3. Subject to Regulation 4 below, in some circumstances, for example, where a decision needs to be taken quickly and it is not possible or necessary to convene a Board or Committee meeting, it may be appropriate for the Trustees or a Committee of the Board to pass a resolution between meetings by email or in writing.

8.4. The Chair of the Board/ relevant Committee may, in respect of any matter contemplated as being one which might be dealt with in writing/ by email between meetings, determine that the matter should be properly decided at a meeting of the Board, or Committee (as the case may be). In such circumstances, a meeting will be convened as soon as practical.

8.5. Subject to, and in default of any higher or lower majority threshold being agreed by the Trustees or Committee Members in relation to a particular decision or category of decisions, a decision in writing or electronic form (i.e. email) may be agreed by 50% *or more of the Trustees or Committee Members entitled to receive notice of the Board or Committee meeting (as the case may be) and to vote on the matter in question and shall be effective provided that:

8.5.1. the notice to Trustees/Committee Members of intention to pass a decision between a meeting includes information as to why the process is being used, sufficient explanation of the proposed resolution (including supporting documentation, if necessary), and clear instructions as to how and when to vote (including a period for voting which shall be reasonable in all the circumstances);

8.5.2. the resolution and any accompanying documentation are circulated to all Trustees or Committee Members so entitled to vote and records shall be kept of when the email was sent, to whom it was sent, when it was received and the outcome of the votes;

8.5.3. the Trustees or Committee Members (as the case may be) follow Ciarb’s conflict of interests’ procedures in respect of the resolution(s).

8.6. Decisions taken between meetings (or determined not to be suitable for decision between meetings) shall be reported at the next Board or Committee meeting as appropriate.

* Threshold to be considered and agreed by Board at September 2024 meeting

9.1. In accordance with Article 8 of the Charter and the duties imposed on charity trustees under the laws of England and Wales, the management and control of Ciarb and its affairs are vested in the Board as a whole, who may exercise all powers of Ciarb.

9.2. No powers or strategic policies of Ciarb are vested in any individual. Neither can such powers be exercised by any individual Trustee, save for if the Board delegates such powers to a nominated Trustee to handle matters in between meetings.

9.3. In accordance with Bye-law 16, the Board may delegate its powers and functions to Committees which shall have authority, in accordance with their written terms of reference, to carry out those delegated responsibilities. The functions, duties and responsibilities set out in Regulations 16 - 22 and the terms of reference of the respective Committees (as approved by the Board) are the extent of the delegation to the Committees.

9.4. The Board delegates day to day management of the affairs and finances of Ciarb to the Chief Executive Officer. These delegations of authority are set out throughout these Regulations (including but not limited at Regulation 15 (The Chief Executive Officer) and at Appendix 1 (Schedule of Delegation)).

9.5. The Chief Executive Officer or Committees to whom powers have been delegated by the Board may sub-delegate those powers, save where it is expressly prohibited. When a decision has been taken under a delegated or sub-delegated power, it shall not be overturned unless there has been a material error, or the terms of the delegation have been exceeded.

9.6. Except in exceptional circumstances the Board shall respect the terms of the delegations it has made and not itself exercise any of the functions, duties and responsibilities delegated to the Chief Executive Officer or Committees without first revoking the delegation.

9.7. The arrangements for the development and implementation of the overall strategy of Ciarb together with the role of the Board in this connection are set out in Regulation 21 (Strategic Policy Process of Ciarb).

9.8. On election or appointment, all members of the Board and Committees must sign a declaration (in the form set out in the Governance Manual from time to time) to confirm they have read and will abide by the Code of Conduct, as also set out in the Governance Manual.

10.1. Bye-law 2 governs the Board and contains provisions as to composition, resignation/ removal of Trustees, and meetings of the Board.

10.2. The Board shall be responsible for the following matters:

10.2.1. reviewing, developing and setting major issues of policy, strategy, and future direction of Ciarb in accordance with the strategic policy process set out in Regulation 21 (Strategic Policy Process of Ciarb);

10.2.2. exercising general oversight including risk management of Ciarb (including the operations of its Committees);

10.2.3. reviewing and approving the yearly budgets and accounts of Ciarb, as prepared by the Chief Executive Officer;

10.2.4. commencing litigation (save for strategic litigation which may be authorised by the Chief Executive Officer in accordance with Ciarb’s Third Party Intervention Policy);

10.2.5. closing Branches and stage 1 approvals for the establishment of new Branches or Chapters;

10.2.6. removal of Branch Committee Members;

10.2.7. reporting serious incidents to the Charity Commission;

10.2.8. approving the estates strategy, including acquisition and/or sale of property and the taking and/or termination of leases for office accommodation;

10.2.9. appointing and terminating the appointment of the Chief Executive Officer; and

10.2.10. approving the appointment and termination of Committee Chairs.

10.3. In accordance with Bye-law 16, the Board may delegate any of its powers or functions to Committees comprising one or more Trustees, which shall have authority, subject to the direction of the Board, to carry out those delegated responsibilities.

10.4. The current Committees of Ciarb are:

10.4.1. the Professional Conduct Committee;

10.4.2. Young Members’ Committee;

10.4.3. Nominations Committee;

10.4.4. Governance Committee;

10.4.5. Finance Committee; and

10.4.6. Audit and Risk Committee

and the terms of reference for each of these Committees is as set out in the Governance Manual.

10.5. In addition to the Committees listed at Regulation 4 above, the Board may, from time to time, establish such other Committees, working groups or panels as it sees fit.

10.6. In accordance with Bye-law 1, the Board may appoint a Patron(s) on such terms as the Trustees may determine, the role of which is set out in the Role of Patron policy document (contained within the Governance Manual).

10.7. The Trustees are trustees of Ciarb and its membership as a whole and are, therefore, obliged to act solely in the best interests of Ciarb rather than the regions which elected them. Trustees may nevertheless consult Branches and their Members (and Members without a Branch), in the region which elected them. The purpose of such consultation is to familiarise themselves with the activities of and any issues affecting those Branches and Members, as deemed appropriate, and to assist where practicable in addressing the concerns of Branches and Members. In the case of Trustees elected from amongst the Members of Great Britain, the Board may from time to time informally allocate each Trustee for Great Britain a geographic region of Great Britain for the purpose of such consultation.

11.1. The Board comprises not more than 10 Elected Trustees and not more than 5 Appointed Trustees.

11.2. Elected Trustees take up office from 1 January in the year following election and serve a term of 4 Half the Elected Trustees shall retire by rotation every two years and are eligible for re-election provided no Elected Trustee may serve for a continuous period of more than eight years. The process for appointment of Elected Trustees by the Voting Members is as set out at Regulation 12 (Elected Trustees) below.

11.3. Appointed Trustees are appointed by resolution of the Trustees for terms of up to four years, after which they are eligible for re-appointment provided that no Appointed Trustee may serve for a period of more than eight consecutive years. Further details regarding Appointed Trustees are as set out at Regulation 13 (Appointed Trustees) below.

11.4. Appointed and Elected Trustees may offer themselves for re-appointment (after serving eight consecutive years) after a period of two years from the expiry of their previous term in office.

11.5. In accordance with Bye-law 5 the Board shall, on an annual basis, elect from their number a Chair, Deputy Chair and Honorary Treasurer. The Chair’s role and responsibilities policy is set out in the Governance Manual.

11.6. Senior Independent Trustee - In accordance with Bye-law 6, the Board may, on an annual basis, elect one of their number as a Senior Independent Trustee. The role of the Senior Independent Trustee shall be to provide a sounding board for the Chair; serve as an intermediary for the other Trustees and the Chief Executive Officer as necessary; lead the evaluation of the Chair; provide support to the Chair; and such other tasks as may be delegated by the Board from time to time. The role of the Senior Independent Trustee is set out in the Governance Manual.

11.7. The appointment of the Chair, Deputy Chair, Honorary Treasurer and Senior Independent Trustee (if any) shall be in accordance with Ciarb’s Trustee Role Selection Protocol (which can be found in the Governance Manual).

12.1. Eligibility - The Elected Trustees are Voting Members of Ciarb and shall normally comprise:

12.1.1. 3 elected representatives from among the members within Great Britain; and

12.1.2. 7 elected representatives from among the members being one from each of the following regions:

(a) Africa

(b) Americas

(c) Australasia

(d) Europe (excluding the UK and Republic of Ireland)

(e) East Asia

(f) Middle East/ Indian Sub-Continent

(g) Ireland (comprising the Republic of Ireland and Northern Ireland)

12.2. Pursuant to Bye-law 3, Elected Trustees are elected by the Voting Members from within the relevant geographic regions.

12.3. The Nominations Committee oversee and agree the process of Trustee appointments to the Board including ensuring that the electoral processes for Elected Trustees are transparent and fair.

12.4. Election process - The election process runs every two years (in even numbered years). In each election cycle, the Board will approve the timetable (which may vary slightly in a particular year) in advance and agree the requirements for that particular cycle (e.g. in relation to vacancies to be filled). Once approved:

12.4.1. on or before 30 June in the year of the election, the Executive shall invite nominations for election from all eligible members in the relevant geographic region and shall confirm and communicate the process and timing for nominations and voting;

12.4.2. a copy of Ciarb’s “Guidance for Candidates” and “Guidance for Branch Committees” (as may be updated by the Board from time to time) shall be published on the Ciarb website and circulated to all candidates and all Branch committees;

12.4.3. any Voting Member who wishes to nominate an individual for election to the Board shall deliver a signed written notice (as directed) on or before the 31st day of July preceding the election, stating the name of the nominee and the names of four additional Voting Members who will support the nomination, accompanied by a signed declaration of eligibility and willingness to act, if elected as a Trustee;

12.4.4. If the candidates validly nominated for each of the specified regions are not more in number than the number of vacancies, those nominated shall be deemed to be duly elected as Trustees;

12.4.5. If the candidates nominated for each of the specified regions are more in number than the vacancies, any candidate in excess of the number to be elected may within fourteen days of the closing date for the nomination withdraw or, with their consent, be withdrawn by the nominators in writing. If the remaining regional candidates are still in excess of the number to be elected, an election shall be held;

12.4.6. the names of all nominated candidates (in each region) shall be published on the Ciarb website;

12.4.7. Voting Members in the relevant geographical region shall be invited via hyper-link to view material relating to candidates and to vote by postal or electronic vote;

12.4.8. In the event an election by vote is necessary, an independent electoral scrutineer shall be appointed to oversee the election. The scrutineers’ report shall be conclusive as to the facts of the election, notwithstanding any irregularity of Provided always that if there is an equality of votes the Chair of the Board may give such casting vote as may be necessary to remove the equality and complete the election;

12.4.9. The 3 candidates with the highest number of votes standing for election as representatives from within Great Britain, and the candidate with the highest number of votes in each of the regions identified in Regulation 12.1.2 shall be duly elected to the Board;

12.4.10. the results, once ratified, shall be communicated to candidates and then published on the Ciarb website.

12.5. Term of office - In accordance with Bye-law 8:

12.5.1. Elected Trustees take up office from 1 January in the year following their election and serve for a term of four years;

12.5.2. the maximum period of continuous service is eight years; and

12.5.3. individuals are eligible for re-election after eight years’ continuous service following a period of at least two-years out of office.

12.6. Retirement and re-election:

12.6.1. Half the Elected Trustees retire by rotation every 2 In the absence of agreement, those to retire in any given year will be chosen by lot.

12.6.2. Elected Trustees retiring by rotation are eligible to stand for re-election except where, if re-elected, this would result in them serving more than 8 consecutive years in office.

12.7. Casual Vacancies:

12.7.1. Pursuant to Bye-Law 15 the Board may fill any vacancy occurring in the Elected Trustees between one election and the next.

12.7.2. The Board will fill any such vacancy with a Voting Member from the same region in which the vacancy occurs and will set and appropriate timetable, and invite applications from all eligible Members in the relevant region.

12.7.3. Any time served in office in such circumstances will count towards the maximum continuous term of Elected Trustees set out in Regulation 5 above.

12.8. Elected Trustees are eligible to stand for Trustee Officer positions as outlined in the Appointment of Trustee Officer Role Protocol within the Governance Manual.

13.1. In accordance with Bye-law 4, Appointed Trustees are appointed by resolution of the Trustees.

13.2. Eligibility - Appointed Trustees need not be Members of Ciarb.

13.3. The Nominations Committee oversees and agrees the process of Trustee appointments to the Board including approving the role and candidate specification for Appointed Trustees.

13.4. Appointment process:

13.4.1. The appointment process will ordinarily run every two years (in odd numbered years).

13.4.2. The Nominations Committee is responsible identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise in accordance with the Nominations Committee terms of reference, in order to make recommendations to the Board.

13.4.3. Appointments are generally made at the last Board meeting in the relevant year, or as soon as practical thereafter (but no later than 1 December in each year) to take effect from 1 January in the year following their appointment.

13.5. Term of office - In accordance with Bye-law 9:

13.5.1. Appointed Trustees are appointed for a term of up to four years;

13.5.2. Appointed Trustees are eligible for re-appointment subject to a maximum period of continuous service of eight years; and

13.5.3. individuals are eligible for re-election after eight years’ continuous service following a period of at least two years out of office.

13.6. Appointments between 2-year appointment cycles:

13.6.1. If a vacancy occurs outside the usual 2-year appointment cycle, the Board shall liaise with the Nominations Committee as to whether the position shall be left vacant until the next scheduled round of appointments or filled earlier.

13.6.2. In the case that the vacancy is to be filled outside the usual appointment cycle, the Nominations Committee shall follow the usual process save that the appointment will be made at a time agreed by the Board as appropriate in the particular circumstances.

13.7. Appointed Trustees are eligible to stand for Trustee Officer positions as outlined in the Appointment of Trustee Officer Role Protocol within the Governance Manual.

14.1. The role and responsibilities of the Chair of the Board are set out in full in the Governance Manual.

15.1. In accordance with Bye-law 7, the principal management of Ciarb is in such place within England and Wales as the Board may direct.

15.2. The Chief Executive Officer (with responsibility for leadership of the senior team) is appointed by the Board.

15.3. The role and functions of the Chief Executive Officer shall include the duties set out in the Schedule of Delegation at APPENDIX 1 to these Regulations, as determined by the Board from time to time.

15.4. The Chief Executive Officer is responsible for the management of the day-to-day activities of Ciarb and is charged with providing context, input and information to the Board in its deliberations to develop strategy, objectives, activities and programmes of The Board has delegated to the Chief Executive Officer, authority to implement these activities and programmes with a view to delivering the objectives set by the Board. This includes responsibility for meeting financial and non-financial budgets and reporting back to the Board accordingly. In carrying out their role, the Chief Executive Officer may delegate to staff as appropriate and such staff are subject to the same rules and regulations as the Chief Executive Officer.

15.5. The primary link between the Board and the staff team is the Chief Executive Officer, who is responsible for leading the staff team and implementing the strategy and Ciarb’s values through their actions and However, the General Counsel, as chief legal and compliance adviser, shall have direct access to the Board to provide legal, governance and regulatory advice on matters that fall within the Board’s remit.

15.6. The working relationship between the Chief Executive Officer and the Board should be mutually supportive with each understanding the role and responsibilities of the other.

16.1. In accordance with the provisions of Bye-law 16, the purpose of Ciarb’s Committees is to further the achievement of the Charitable Object of Ciarb on a global basis, fulfilling any such delegated responsibilities of the Board as set out in these Regulations, and any other instructions or terms of reference, as may be set out from time to time.

16.2. The compositions, delegated functions and role of each Committee are set out in the terms of reference approved by the Board, as set out in the Governance Manual.

16.3. Subject to the prior approval of the Board, and adequate budgetary provision, Committees may establish sub-committees for specific purposes.

16.4. Subject to budgetary constraints (to be agreed by the Director of Finance in advance), Committees may co-opt no more than 3 Ciarb Members and/or other volunteers to their Committee to undertake specific tasks. Such co-opted Members are to be approved by the Chief Executive Officer before joining a Committee. The co-opted Members shall have the right to vote and shall count towards the quorum of the Committee meeting.

16.5. Committee chairs are appointed by the Board or Committee in accordance with their terms of reference.

16.6. The Committees shall be supported and advised in their work by the Chief Executive Officer and a senior staff member instructed by the Chief Executive Officer, who shall also ensure liaison with other Committees as necessary.

16.7. Committees may delegate minor decisions which fall within their roles and responsibilities under the relevant terms of reference, and implementation of their decisions, as necessary to the staff team, via the Chief Executive Officer.

17.1. In accordance with Article 1(6), Bye-law 14, the Professional Conduct Committee is established to investigate, and if necessary, facilitate the discipline, suspension and/or expulsion of any Member through an independent and impartial system of disciplinary proceedings.

17.2. The terms of reference of the Professional Conduct Committee (including composition) are as set out in the Governance Manual.

17.3. The Professional Conduct Committee shall meet at such intervals as its chair shall direct. The Board shall ensure that the Professional Conduct Committee receives sufficient funding to enable it to perform its objects.

18.1. The Board, Professional Conduct Committee and/or Chief Executive Officer may convene Peer Review Panels from time to time. Peer Review Panels comprise experienced and knowledgeable dispute resolvers or experts in other areas, as required.

18.2. Peer Review Panels may be asked by the Board and/or Chief Executive Officer to advise or assist the staff and/or Board on any matters requiring impartial expertise within the remit of the Peer’s Review This could include (but not be limited to), issues involving panels or membership of panels and the investigation and preparation of reports.

18.3. The criteria for selection of Peer Review Panels members, and their duties and responsibilities, are as determined by the Board, Professional Conduct Committee and/or Chief Executive Officer (as applicable) from time to time.

19.1. In achievement of its Charitable Object, under Articles 5.1 (9) and (10) of Ciarb’s Royal Charter, Ciarb may:

19.1.1. establish lists and panels of experienced Practitioners; and

19.1.2. provide for the Appointment of Practitioners and the establishment of procedures to enable them to carry out their professional duties.

19.2. The Board delegates to the Chief Executive Officer the power to:

19.2.1. establish lists and panels of experienced Practitioners;

19.2.2. prepare, establish, issue, review and amend the criteria, procedures, rules, terms and conditions and/or guidelines governing membership of and applications into Ciarb’s panels. This includes but is not limited to the PAC Scheme which governs the approval of PACs to enable Voting Members to be on certain Ciarb panels, the current version of which is set out at Appendix 4;

19.2.3. issue Ciarb Branches and Chapters with instructions or guidance relating to the membership of and application to Branch-led panels provided that the Branches or Chapters may refer any disputes relating to such instructions or guidance to the Board for final decision;

19.2.4. select the names of Members to act as convenors of the Ciarb's main panels;

19.2.5. establish and implement quality assurance processes for panels and lists;

19.2.6. develop and publish, in consultation with others (the Board, Committees, working groups and organisations as may be relevant), scheme rules and procedures for the practice and delivery of private dispute resolution to parties;

19.2.7. establish rules and guidelines governing the Appointment of Practitioners and the ability to sub-delegate this power (and revoke such sub-delegation at the Chief Executive Officer’s discretion), in the case of:

(a) an Appointment received by Ciarb, to the Dispute Appointment Service; and

(b) in the case of any Appointment received by a Branch, to the relevant Branch; and

19.2.8. appoint Practitioners to determine disputes by forms of private dispute resolution (other than resolution by the court) received by Ciarb to the Dispute Appointment Service.

The Board delegates to the Chief Executive Officer, the power to determine challenges made under the Ciarb Arbitration Rules 2015, either:

20.1. received by Ciarb via the Dispute Appointment Service (in which case the Chief Executive Officer may seek guidance from experienced and knowledgeable dispute resolvers or experts in other areas, as required); and

20.2. received in relation to a Branch Appointment (in such case, the Chief Executive Officer also has the power to sub-delegate (and revoke such sub- delegation) to the Branches the power to deal with challenges relating to local Branch Appointments).

21.1. Ciarb shall develop, approve and implement rolling strategic plans to be reviewed every 3 to 5 years.

21.2. The Chief Executive Officer shall be primarily responsible for initiating proposals for the strategic policies of Ciarb. They shall review the rolling plan at suitable intervals and develop new proposals where necessary, based on their experience and expertise.

21.3. The Chief Executive Officer shall present the proposals to the Board and together they shall develop and refine them, suggesting additional ideas.

21.4. Following the above, the Chief Executive Officer shall formally recommend the proposals for strategic policies to the The Board shall be responsible for the review and approval of such proposals.

21.5. The Chief Executive Officer under the supervision of the Board shall be responsible for the implementation of strategic polices approved by Ciarb.

21.6. The Chief Executive Officer will report to the Board developments in the implementation of strategic policies in order for the Board to exercise general oversight.

22.1. Applications for membership shall be submitted to Ciarb, in accordance with the criteria agreed by the Board from time to time and the requirements as published on Ciarb’s website.

22.2. To be eligible for membership, a prospective Member shall:

22.2.1. pay such membership fees as required from Ciarb and published from time to time (unless membership fees have been waived at the discretion of the Chief Executive Officer or Board, from time to time);

22.2.2. provide evidence that they meet the criteria as set out by the Board from time to time which shall be published on the Ciarb website;

22.2.3. adhere to (and agree to adhere to) the published membership terms and conditions and any requirements therein (including but not limited to Ciarb's published Code of Professional and Ethical Conduct for Members and annual declaration); and

22.2.4. successfully pass any interview or assessment process that may be required from time to time.

22.3. All completed applications will be reviewed in accordance with Ciarb’s approved procedure, as published on its website from time to time including, in particular, whether an individual applicant meets the minimum criteria for membership at a particular grade of membership of Ciarb.

22.4. An applicant may appeal against a decision to decline membership in accordance with Ciarb’s approved procedure, as published on its website from time to time.

23.1. The Board delegates to the Chief Executive Officer, the power to award a membership grade, upon the prospective Member applying, demonstrating and evidencing that they have met the minimum competences, qualifications and/or experience requirements as set out by Ciarb from time to time.

23.2. Ciarb membership grades are defined by the minimum published competences, qualification and/or experience requirements as published on Ciarb’s website.

23.3. Subject to Bye-law 8.11, Members who have no outstanding monies owed to Ciarb in respect of subscriptions or otherwise, are entitled to the Member benefits, as published on Ciarb’s website from time to time. For the avoidance of doubt, if a previous Member has been revoked in the past for not paying outstanding subscriptions or otherwise, they will need to pay those outstanding payments before they are eligible to re-join (this may be waived at the absolute discretion of the Chief Executive Officer in accordance with Regulation.

23.4. A Member who has been on extended leave from their primary profession/dispute resolution occupation for reasons such as maternity leave, shared parental leave, paternity leave, carers leave, extended sick leave or a sabbatical, or for any other extenuating reason, may, at the discretion of the Chief Executive Officer and subject to any restrictions placed on their membership from time to time, continue to:

23.4.1. be a Member and remain at their current membership grade during their period of absence;

23.4.2. be entitled to receive invitations to and vote at general meetings;

23.4.3. stand for election to their Branch Committee and/or to serve as a Member of any advisory Committee of Ciarb (see APPENDIX 2); and

23.4.4. qualify for some Ordinary Privileges of Membership (as set out by the Chief Executive Officer from time to time).

23.5. Payment of membership fees and inclusion on panels during a period of extended leave, shall be in accordance with Ciarb’s published policies, from time to time.

24.1. The Bye-laws provide for the following classes of Non-Voting Members:

24.1.1. Honorary Fellows (Bye-law 9);

24.1.2. Retired Member (Bye-law 10);

24.1.3. Affiliates (Bye-law 3);

24.1.4. Corporate Members (Bye-law 4);

24.1.5. Student Members (Bye-law 5); and

24.1.6. such other Non-Voting classes of Membership as created by the Board (Bye- law 8.13).

24.2. Affiliates, Corporate Members and Student Members shall have such rights and privileges as may be published on Ciarb’s website from time to time.

25.1. Pursuant to Bye-law 8.9, the Board has the power to admit a person as an Honorary Fellow. A candidate for Honorary Fellowship shall not be required to pass a Peer Interview. An Honorary Fellow shall be entitled to all of the Ordinary Privileges of Membership but shall not be required to pay any annual subscription of membership of Ciarb.

25.2. An Honorary Fellow shall not be entitled to membership of any of the Presidential Panels by reason of the Honorary If the person wishes to become eligible for membership of any of the Presidential Panels, they shall first resign their Honorary Fellowship and apply to be admitted with Fellow Status. An Honorary Fellow shall be entitled to use the designatory letters “Hon FCIArb”.

25.3. Honorary Fellowship shall be conferred for the life of the person save that the Board shall have the power, in its absolute discretion, and at any time, to withdraw the entitlement in any particular case. An Honorary Fellow has an ongoing obligation to disclose anything that is or could be harmful to the good name or reputation of Ciarb, or where their continued membership risks bringing Ciarb into disrepute in any way;

25.4. The person being proposed for admittance for Honorary Fellowship will be someone who can demonstrate that they have been involved in the field of alternative dispute resolution, normally for at least 10 years, and achieved national/international eminence and/or renown:

25.4.1. through their high office;

25.4.2. through their authorship of authoritative texts on the subject of dispute resolution; or

25.4.3. through their standing as professor or equivalent in a university or equivalent academic institution where they teach or research in the field of dispute resolution practice and procedure.

25.5. The proposal for Honorary Fellowship will normally be made by a Trustee, the President (if any), Deputy President (if any), or a Member of a Branch Committee.

26.1 A Member with Associate Status, Member Status, Fellow Status or Chartered Status who has retired from their primary profession and who is no longer, nor will be, engaged in any occupation, directly or indirectly concerned with dispute resolution as an advisor or Practitioner, on a fee-earning basis, may apply to be transferred to Retired Status.

26.2. A Member who has been transferred to Retired Status will be a Non-Voting Member but remain entitled to the Ordinary Privileges of Membership, save that:

26.2.1. if a Retired Member wishes to signify their continued membership of Ciarb (on their letterhead or otherwise) they must include the word “Retired” after their designatory letters;

26.2.2. they shall not be entitled to receive invitations to and vote at general meetings; and

26.2.3. they shall not be entitled to stand for election as an Honorary Officer or as an elected Member of the Board or take part in the management of Ciarb. They will be entitled to stand for election to their Branch Committee and/or to serve as a Member of any Advisory Committee of Ciarb (see APPENDIX 2).

26.3. Payment of membership fees whilst on Retired Status, shall be in accordance with Ciarb’s published policies, from time to time.

27.1. Bye-law 8.12 provides that a suspended Member shall not be entitled during the period of their suspension to any of the Ordinary Privileges of Membership but shall remain liable for their subscription. In accordance with the Ciarb Membership terms and conditions, Members who have not paid their membership fee, resign or have had their membership put on hold pending an investigation, will not be entitled to use or access any Ordinary Privileges of Membership (save for where the CEO has waived the requirement in accordance with their power at Regulation 27.3).

27.2. As long as a Member is not under investigation for any allegation of misconduct (or about to be put under investigation), they may cancel, resign or not renew their membership at any time subject to the Ciarb Membership terms and conditions.

27.3. The Board delegates to the Chief Executive Officer (if not clear who has the power), power to waive all or part of past years’ subscriptions that may be outstanding and/or future subscriptions, where the Chief Executive Officer is satisfied there is good cause to do so. This includes the power to waive all or part of outstanding payments owed in previous years (even where the applicant has had previously had their membership cancelled or revoked for non-payment of fees or otherwise).

28.1. In accordance with Ciarb’s powers at Article 5.1(3) of the Charter to publish materials to promote and disseminate a wider knowledge of private dispute resolution including a journal, and other literature, the Board delegates to the Chief Executive Officer responsibility to oversee publication of a journal and appoint an editor and team to prepare and publish such journal.

29.1. Ciarb recognises a general obligation in the conduct of examinations, assignments, and assessments to act fairly and transparently, and to employ objective criteria as the basis of testing knowledge, and/or assessing the application of knowledge and practical skills, but reserves the right of examiners, moderators, and assessors to exercise their academic and professional judgment in the evaluation of candidates' work and performance.

29.2. The Board delegates to the Chief Executive Officer the power to:

29.2.1. prepare, issue, and amend guidance, criteria and terms and conditions, relating to courses, examinations, assignments and assessments including those provided by Ciarb Branches and Chapters;

29.2.2. produce and publish examination and assessment regulations, including on appropriate complaints handling procedures and a review or appeal procedures;

29.2.3. produce quality assurance processes, including oversight of quality assurance processes for education and training, ongoing learning, assessments, faculty, courses and qualifications;

29.2.4. approve suitably qualified course directors, assessors, moderators, tutors and trainers (and other faculty staff) with the requisite competencies, qualification and/or experience, to support the delivery of Ciarb's training programmes worldwide;

29.2.5. approve suitably qualified examiners, assessors, and moderators with the requisite competencies, qualification and/or experience for marking and moderating Ciarb's examinations and assessments, undertaken worldwide;

29.2.6. suspend course directors, examiners, assessors, moderators, tutors and trainers (and any other faculty staff), pending investigation(s), disciplinary action or alleged misconduct;

29.2.7. remove course directors, examiners, assessors, moderators, tutors and trainers (and any other faculty staff), on 3 months' notice.

30.1. The Governance Committee shall be responsible for setting the procedure to appoint the President(s) (if any) and in setting details as to their role and responsibility.

31.1. The Board delegates the powers to authorise expenditure capable of binding Ciarb, as set out at Appendix 1 (Schedule of Delegation). The Board may review and amend these from time to time.

32.1. The Branch Model Rules 2011 are attached at APPENDIX 3.

PART A: GENERAL DELEGATIONS

Subject to the overall control of, and within the framework of the policies laid down by the Board, and save for those matters reserved to the Board at Regulation 10.2, the Board delegates to the Chief Executive Officer the power in respect of:

1 The following matters relating to the operational day to day management of Ciarb:

1.1 all administration and operational day to day management of the affairs of Ciarb;
1.2 protecting, promoting, developing, and enhancing the business and interests of Ciarb;
1.3 implementing the decisions of the Board;
1.4 carrying out the duties and other functions as may be prescribed and or delegated by the Board from time to time.

2 The following matters of strategy, business planning and budget:

2.1 the preparation of the annual plan and annual budget and the maintenance of monthly management accounts in accordance with regulatory and best practice and financial management processes in the Standing Financial Instructions included in the Governance Manual (including supervision of the Director of Finance regarding the same);
2.2 initiating, developing, and recommending to the Board major issues of policy, strategy, and future direction of Ciarb in accordance with the strategic policy process set out in Regulation 21 (Strategic Policy Process of Ciarb);
2.3 preparing the strategic plan in consultation with the Board, implementing the strategic plan, and preparing (in consultation with the Board and Committees where necessary) and implementing an annual plan and annual budget;
2.4 the strategic direction, organisation, and leadership of Ciarb and all staff; and
2.5 any other responsibilities of the Chief Executive Officer as set out in these Regulations relating to strategy, business planning and budget.

3 The following matters of risk management:

3.1 preparing (in consultation with the Board and Audit and Risk Committee when appropriate) and implementing a risk management strategy and procedures;
3.2 maintaining the strategic risk register;
3.3 ensuring that any recommendations in the internal or external auditors' reports are addressed, where applicable;
3.4 preparing (and delegating to staff the preparation of) reports on risk management and financial controls and bringing them to the attention of the Audit and Risk Committee and the Board, as appropriate.

4 The following matters of organisational structure and staff:

4.1 developing and reviewing the operating model and organisational structure;
4.2 the appointment, grading, appraisal, suspension, and dismissal of all staff, and determination of their pay and conditions of service;
4.3 ensuring that Ciarb satisfies all employment legislation and supervising the production of standard contracts and conditions of service for staff;
4.4 leading negotiations with staff and staff representatives to ensure that all arrangements for disputes and disciplinary action are made.

5 The following matters of Branch governance:

5.1 power to act on disputes involving the Branch Model Rules, branch regulatory compliance, or other branch management matters;
5.2 granting power(s) of attorney in relation to Branches; and
5.3 filing regulatory documents on behalf of Branches where appropriate.

6 Matters related to Dispute Appointments (including PAC Scheme, Appointments and Challenges), as set out at Regulations 19 (Dispute Appointments) and 20 (Challenges);

7 Matters related to Memberships as set out at Regulations 22-27;

8. Matters related to Examination Regulations and Candidate Regulations at Regulation 29 (Examinations, Faculty and Candidate Regulations);

9. Anything else as set out in these Regulations or otherwise determined by the Board.

PART B: FINANCIAL DELEGATIONS

STANDING FINANCIAL INSTRUCTIONS: DELEGATION OF FINANCIAL AUTHORITY

1 Delegated Powers to Authorise Expenditure Binding on Ciarb

1.1 The Board shall, from time to time, set out in writing the delegated powers to authorise expenditure capable of binding Ciarb. The current authorisation is set out below. Any such delegation shall be subject to the Board’s retention of the power to review, revoke or amend any such delegation.
1.2 This should be read in conjunction with any other financial guidance issued from time to time (including but not limited to any policies relating to procurement or otherwise).
1.3 Where a contract is to be signed, the value of the contract is the total commitment over the term of the contract.

2 Delegations of Authority to Staff

The Board hereby delegates the following powers to commit Ciarb in respect of expenditure where the budget for which has been approved:

2.1 Budgeted Expenditure - Standard Expenditure
The following expenditure is the maximum amount in £ sterling which may be incurred by staff per Commitment, for Budgeted Expenditure which is Standard Expenditure:

2.2 Budgeted Expenditure - Project Expenditure
The following expenditure is the maximum amount in £ sterling which may be incurred by staff per Commitment, for Budgeted Expenditure which is Project Expenditure:

Where Project Expenditure is to be made on several contracts for one specific project, such expenditure shall be treated as one item.

2.3 Unbudgeted Expenditure
The following expenditure is the maximum amount in £ sterling which may be incurred by staff per Commitment, for any Unbudgeted Expenditure:

3 Branch Delegations

In respect of its Branch Approved Budget, the Board hereby delegates the power to each Branch to commit Ciarb:

3.1 by up to and including 10% over any one budget line or budgeted item of the Branch Approved Budget, provided that the Branch’s actual income is in line with or in excess of their respective Branch Approved Budget;
3.2 by up to and including 25% over any one budget line or budgeted item of the Branch Approved Budget with the prior written approval of the Chief Executive Officer; and
3.3 by over 25% above any one budget line or budgeted item of the Branch Approved Budget with the prior written approval of the Board.

4 The Budget

The annual budget is to be prepared by the Director of Finance in conjunction with the Honorary Treasurer and the Chief Executive Officer. The annual budget shall be submitted to the Board at least six weeks before the end of each financial year for approval.

5 The Management Accounts

Monthly management accounts shall be submitted to the Board by the Director of Finance in advance of each meeting of the Board.

See Branch Model Rules.

1. Purpose of the PAC Scheme

1.1. The purpose of this PAC Scheme is to enable eligible Members to demonstrate voluntarily to Ciarb that, in all respects and on a continuing basis, they are suitable and competent for consideration for Appointment(s) by Ciarb or a Branch as a Panel Member and that they wish to be so considered.

1.2. All Voting Members of Ciarb, who meet the criteria set out on Ciarb’s website from time to time, may hold a Panel Appointment Certificate (PAC). Holding a PAC enables them to be a Panel Member (to be on the relevant Ciarb panel) and be eligible for Appointments by Ciarb or a Branch.

1.3. The PAC Scheme is intended to allow Member Practitioners to demonstrate publicly that they are achieving and maintaining ethical and competent standards of practice in their discipline or disciplines of dispute resolution at the level of qualification held. It is not intended to limit or restrict Appointments of Members of Ciarb made by other bodies, or by individuals, or by the parties in a dispute.

2. PAC Scheme Requirements

2.1. Panel Members and prospective Panel Members are subject to continuing requirements that they:

2.1.1. are a Ciarb Member (if membership fees have not been paid, or if membership ceases, or is suspended, they will not be eligible for membership of Ciarb’s panels, or be able to receive Appointments from Ciarb during that time);

2.1.2. have complied with any requirements of Ciarb’s Continuing Professional Development Scheme as may be published from time to time;

2.1.3. have carried out any required activity as a neutral as may be published from time to time;

2.1.4. have complied with Ciarb’s terms and conditions of membership and have satisfactorily completed any declarations regarding fitness to practice; and

2.1.5. have complied with any other requirements laid down by Ciarb from time to time.

2.2. If Panel Members have not met any of the requirements referred to in clause 1, for example because they were on leave (e.g., shared parental leave, paternity leave, extended sick leave or sabbatical) or for any other extenuating reason, the Chief Executive Officer will review and determine the case.

3. Award of a PAC

3.1. A PAC may be granted by the Chief Executive Officer to all qualified Practitioners on application, subject to them meeting any criteria as may be published from Ciarb from time to time.

4. PAC limited to particular jurisdiction(s)

4.1. Ciarb recognises that a significant element of practice for any Practitioner, particularly for arbitrators and adjudicators, is the relevant law within their jurisdiction(s). Ciarb also recognises that good practice standards for any Practitioner may reflect local and cultural expectations. Therefore, the system of awarding and monitoring a PAC should reflect those facts and influences. A Member’s PAC may therefore be limited to the jurisdiction(s) in which they have qualifications and/or expertise, if deemed appropriate.

5. Change in circumstances

5.1. The initial PAC shall be for the term as set out by Ciarb from time to time. If during that term, the Member has a change in circumstances that may affect their eligibility for the panel or membership status, the Member must immediately alert Ciarb. The Chief Executive Officer may suspend or revoke a PAC if the change in circumstance means that the Member no longer meets the PAC Scheme requirements.

6. Suspended Member

6.1. A Ciarb Member who has had their membership suspended or put on hold (for example, pending an on-going investigation into their conduct), is not entitled during that period to receive Appointments or have their name put forward for nomination by Ciarb. During any period of Member suspension, the Member’s PAC will also automatically be suspended.

7. Suspension or revocation of a PAC

7.1. The Chief Executive Officer may suspend or revoke a PAC at any time, if during the term they reasonably believe that a Member:

7.1.1. has a change in circumstances that may affect their eligibility for the panel or membership status;

7.1.2. has subscriptions or other fees which remain unpaid 90 days after the date that payment was due;

7.1.3. is not eligible for membership within the required category;

7.1.4. fails to comply with Ciarb’s Code of Professional and Ethical Conduct (as amended from time to time) and/or other similar documents we publish;

7.1.5. commits a material breach (or a series of breaches that amount to a material breach) of their membership terms and conditions;

7.1.6. behaves in a way that is or could be injurious to the good name of Ciarb, or where their continued membership risks bringing Ciarb into disrepute in any way;

7.1.7. falls below the standards expected of a competent Practitioner or professional person acting in the field of private dispute resolution;

7.1.8. fails, without reasonable excuse, to comply with a direction and/or a recommendation of Ciarb, it’s Committees or Peer Review Panel.

8. Renewal of a PAC

8.1. Upon expiry of a PAC, its renewal will be conditional on the satisfactory completion by the Panel Member of the requirements set down by Ciarb from time to time. This may include but not be limited to demonstrating with appropriate evidence any of the PAC Scheme requirements listed at clause 1 above.

8.2. If Members have not met any of the PAC Scheme requirements, for example because they were on leave (e.g., shared parental leave, paternity leave, extended sick leave or sabbatical) or for any other extenuating reason, the Chief Executive Officer will review and determine the Member’s case.

9. Appeal

9.1. To the extent that a Member has their PAC declined or their PAC withdrawn, they may submit an appeal to the Chief Executive Officer within 14 days or of notification it has been declined or withdrawn.

9.2. On receipt of a notice of appeal, the Chief Executive Officer will convene an appeal committee comprising three Members, to consider the case. The decision of the appeal committee shall be final and given in writing, with reasons.

9.3. If the appeal committee confirms the decision not to renew the PAC or to withdraw the PAC, the Member concerned may apply for re-instatement of their PAC or apply afresh for a PAC after one year from the date of the appeal committee’s decision subject to the Member having addressed or remedied the reasons given for such withdrawal or non-renewal.