IIA Board Lack's Diversity Mandate, but WHY?
I received an email from Richard Chambers, the CEO of the IIA, which in the body of the email, asked me to complete a survey related to the Governance documents running the IIA. The survey points to a "Governance Plan" that stipulates some great recommendations which will allow the IIA better flexibility to achieve it's goals. But there's one BIG PROBLEM! There's no requirement for the IIA to have a diverse board. There's no requirement that the board composition must be diverse or inclusive of ANY minority group! This is a HUGE oversight on the part of the IIA and quite frankly I'm embarrassed that NO ONE at the IIA pushed for this recommendation. To understand this problem, just take a look at one area of the Governance Plan regarding the board changes:
Board Criteria
Current:
- North America (NA) is guaranteed 40% representation on the Board
- 10 directors are recommended by the 10 largest institutes. The largest institutes are periodically determined by a formula based on revenue and membership. These institutes may have additional members on the Executive Committee or as Directors-at-large.
- All directors must by CIAs
- All directors must be IIA members
- With the exception of the officers, who serve one-year terms, directors serve two-year terms.
Proposed
- North America (NA) and Outside North America (ONA) will each be guaranteed at least 33% representation (6 members) on the Board of Directors. Given the Board size, it is likely that there will be at least 7 directors from both NA and ONA.
- The Board, including officers, ONA Directors and Global-At-large members, would include directors from at least 5 of the 10 largest affiliates. The largest affiliates will be periodically determined by a formula based on revenue and membership. The Global Nominating Committee would select the members based on skills and competencies. Although there may be exceptions, it is unlikely that an affiliate would have more than one of its members serving on the Board at a given time.
- Excluding the CEO, at least 75 percent of the Board (12 members) must be CIAs. This permits the Board to enable the nominating committee to nominate up to four directors who may have exceptional skills or credentials (including the two non-IIA members above) but who have not attained their CIA designation. However, in recognition of the importance of the CIA designation for the profession, all Supervisory Committee members and the Audit Committee Chairman must be CIAs (refer to section VI for description of the Supervisory Committee and its composition).
- A maximum of 2 directors could be non-IIA members if the Board deems this to be warranted. This permits The IIA to attract stakeholders and others who might provide special expertise to the Board in the areas of risk management, regulatory, audit committees, governance, etc. Non-IIA Board members would be granted IIA membership during their term in office.
- With the exception of IIA officers, who serve one-year terms, directors serve two-year terms.
Now the question remains, why when updating your governance documents would you NOT require a minimum percentage of minorities to be represented at the Board Level?
Research confirms that organizations with women in the boardroom generate greater results to their stakeholders. Organizations with women directors send a clear message that they value diversity of thought and expertise. Let's not forget other minority groups which should also be represented such as the LGBT community.
We need to tell Richard Chambers and the IIA to include in it's updated governance documents a minimum requirement to have women & other minorities represented at the Board Level. Email them at:
Also make sure you cc: Mike Peppers the current Global Chair of the IIA at:
Here's a sample email to send them a message that we need to change the board structure of the IIA and ensure that it will always be inclusive to minorities:
Dear IIA Governance Representative,
I’m proud and excited to see that there is real progress in trying to update the IIA’s governance policies and board composition. Some of these recommendations will allow the IIA to run more efficiently and streamline its execution of its mission. Upon my review of your Board of Directors recommendations I noticed a glaring oversight, which was the lack of gender diversity requirements in the board composition. In addition, other minority groups should be mandated in its composition. I’m recommending that the IIA update its Board composition requirement to mandate more inclusiveness of minority groups. I'd like to see:
- At least 20% of the Board members must be women, to achieve a balance in gender diversity
- The overall Board membership must have 45% comprised of minority groups (e.g. LGBT, race and this percentage would include the 20% women diversity requirement.).
I appreciate your work in updating the IIA governance documents however it appears there was a clear oversight when the IIA decided not to require the board composition to represent minority groups. I look forward to seeing an updated recommendation, which will inform the IIA members that the IIA is clearly an inclusive and diverse organization.
Regards,
[Name]