GUIDE TO BECOMING A

CHARTERED DIRECTOR
The Professional Review

MARCH 2007
 Table of Contents

The Professional Review (overview) 1

Part 1 : The Portfolio of Experience 2

The portfolio of experience - Section A : Experience as a director 2

- Section B : Candidate experience 3

Part 2 : The Professional Review Interview 7

What is the purpose of the Interview?..........................................................................................................7

Which candidates are Interviewed?.............................................................................................................7

Who does the Interviewing?..........................................................................................................................8

What will the Interviewers be assessing?.....................................................................................................8

How will the Interview proceed?..................................................................................................................8

What will be the style of the Interview?.......................................................................................................9

How should I prepare for the Interview?.....................................................................................................9

Recommended Reading...............................................................................................................................11

Is there anything else I need to know?.......................................................................................................11

What happens after the Interview?.............................................................................................................11

Member........................................................................................................................................................16

Membership undertaking............................................................................................................................16

Grounds for Review 12

Appeal 13

Appendix 1 : Eligibility for Chartered Director : Requirements 14

Appendix 2 : Membership Criteria and Chartered Director Requirements 16

To enrol for Chartered Director you must (i) be a full Member or Fellow of
the Institute and (ii) have passed the IoD Diploma examination in
Company Direction within the last six years.
THE PROFESSIONAL REVIEW (overview)

The procedure for evaluating an applicant’s professional suitability for admission as a Chartered
Director is called the Professional Review. This is a compulsory part of the assessment procedure
for admission as a Chartered Director.

As part of the Professional Review you are required to:

(i) Provide a Portfolio of Experience, which includes a history of your experience as a director
and your own written assessment of your contribution to the work of your board(s).

(ii) Attend an interview conducted by two peers drawn from an IoD panel consisting of
Chartered Directors, Members or Fellows of the Institute.

Each of these two components is discussed below.

In addition, you are requested to complete a candidate profile. The profile gives brief details of
your background and how you arrived at your present position. You must also provide an
organisation chart (or equivalent) setting out the structure of the board and your named position
for each of your directorships. If the structure changed significantly during your appointment,
please provide charts at selected points in time. Where an organisation is a subsidiary, it may be
useful to provide a chart for the parent organisation, showing where your organisation fits in and
your role in relation to this. Finally, you must also provide the most recent annual report for the
most current organisation you are basing your application on.

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PART 1 : THE PORTFOLIO OF EXPERIENCE

Confidentiality

All information in the Portfolio will be treated as confidential by the IoD executive and nominated
Interviewers and reviewing members of the Professional Accreditation Committee. It will not be
divulged to third parties without your consent.

Section A: Experience as a director

You are required to give the relevant dates and designations of the directorship/s you have held
during your career, up to a maximum of three. Recent experience is likely to be more relevant than
experience from more than 10 years ago. If you have held more than three directorships, give
details only of those which best support your case. You may base your application on one
directorship if it meets the Chartered Director criteria. Directorships should be listed in
chronological order. Details of your chosen organisations must relate to the situation at the time
the directorships were held.

1. Indicate the name of the actual organisation, subsidiary or division of which you are, or
were, a director. The remainder of the information in this column of the form must relate to
that organisation and directorship. Where the organisation is a subsidiary or a division of a
larger organisation, information regarding the larger organisation is probably not relevant.
The information provided should relate to your role within the subsidiary/division and not
the larger entity. In such cases you are required to demonstrate that the subsidiary /
division functions autonomously.

2. Provide the titles of the directorships you have held – eg Chairman, Managing Director,
Executive Director, Non-Executive Director.

3. Provide the relevant dates of the directorships you have held – eg Sept 2000/June 2004.

4. Provide a current website address.

5. Indicate the organisation’s average annual turnover during the period when you were a
director. If there was a significant change during the period, show the lowest and highest
values.

6. Indicate the average number of people employed by the organisation during the period
when you were a director. If there was a significant change during the period, show the
lowest and highest numbers.

7. Indicate the total number of directors (executive and non-executive) on the board over the
period covered. If there was a significant change over the period, show the lowest and
highest numbers, if appropriate. There must be a minimum of three directors.

8. Indicate the proportion of equity owned by members of the board.

9. Indicate the total number of formal meetings your board holds each year. (If you are basing
yourapplication on any non-executive directorships, state the amount of time you spend on
average per month with the organisation.)

10. Show the country of registration and, if a subsidiary or division, the country of registration of
the parent organisation.

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You must also:
Complete the eligibility checklist in Appendix A of the portfolio document;
Provide authentic copies of organisation charts which are relevant to your application.
Alternatively, if you have produced the charts yourself, these must be countersigned by an
appropriate member of the organisation in question;
Provide a copy of your current (or last) organisation’s annual report (or equivalent) for the
most recent period, in which you are named as a director, or equivalent.

Verifier’s Initials

Please type the initials of a person who will be willing to verify the above details. Then complete
their contact details in Section D of the portfolio. We do not require an actual signature from your
verifiers. We may contact your verifiers as part of our quality control process, and you will be
required to provide their e-mail addresses and give us permission to contact them via this medium.

Section B: Candidate Experience

The purpose of the Portfolio is twofold: to enable you to provide detailed evidence in support of
your performance at board tasks and to serve as a basis for the interview panel members to
prepare their questions.

You should bear in mind that what you write here will give the interviewers their first impression of
your role as a professional director.

In your Portfolio you should evaluate what you have contributed as a director in relation to the four
major board tasks of:

(i) establishing/maintaining the organisation’s mission, vision and values;

(ii) setting strategy for, and structuring, the organisation;

(iii) delegating to management and reviewing organisational performance;

(iv) exercising accountability and responsibility to stakeholders.

The main text of the Portfolio should be an evaluation of your contribution to the tasks of the
board, and how these have impacted on the organisation. The interviewers should find it possible
to derive from the Portfolio a full idea of your understanding of your contribution to board work. Be
explicit and concise; do not overburden the text with detail. You should not assume that the reader
will be familiar with your organisation. Do not make use of jargon or abbreviations which are not
generally understood.

There is a word limit with a minimum of 200 words and a maximum of 300 words for each part of
Section B. Portfolios that exceed the limit will be returned for editing.

If you are an executive director, you will have two roles – a board role and a senior management
role.

At board meetings you are expected to account for the performance of your area of responsibility
within the business. You should also be informed about aspects of the business other than those
relating to your executive responsibilities and to bring to the board views and perspectives that go

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beyond functional issues. In particular you should demonstrate how you contribute to the prime
collective purpose of the board to ensure the organisation’s survival and overall prosperity.

It is essential that you clearly identify your own contribution as a director to the work of the board
and the organisation. The Portfolio should demonstrate to your peers that you have exercised
responsibility at board level, including summary evidence of your contribution. You should focus on
activities which demonstrate the exercise of knowledge, skills and responsibility in a diverse and
extensive range of circumstances.

When thinking about your contribution, you may wish to consider cases where you displayed skills
in:

• strategic perception

• decision-making

• analysis and the use of information

• communication

• interaction with others

• achieving results

You are not expected to demonstrate all of these attributes. The list is intended merely to assist
you
in describing your contribution to the work of the board.

Quote examples of incidents or decisions which illustrate your professional contribution. You
should select a small number of events in which you played a major part and which demonstrate
the range and extent of your responsibilities. Above all, you should show the extent of your
participation in significant board decisions.

The Portfolio should be your own work, and should be as succinct as possible. You must send a
draft copy to the Chartered Director Executive to be checked before submitting the final
document. However, staff are not able to comment on the quality of your experience or the detail
that your portfolio contains; they can advise only in general terms, and in relation to the basic
eligibility criteria. Your portfolio can be progressed only if staff are satisfied that you fulfil these
criteria. The Interview panel will subsequently question you on those detailed aspects of eligibility
which are stated in Appendix 1, together with the scope of your role as a director and a member of
the board.

Only one draft of the portfolio will be accepted prior to the final submission being made.

The Portfolio must be professionally presented. The Professional Review is judging your ability as
a director to communicate effectively. Please check for inconsistencies, grammatical and typing
errors. You do not need to bind or present your documents to improve presentation as all
documents will be photocopied for the interview panel.

Staff are not involved in the decision making process and have no influence over this.

Significant and acceptable experience

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The definition of significant and acceptable experience is very broad and it may be gained in
different types and sizes of organisation across all sectors. The criteria relating to significant
(depth, scope and level) and acceptable experience are the same, irrespective of the country or
the sector in which the experience was gained.
Normally, in order for experience to count as acceptable experience, it is required at least that:

(i) the board on which you serve has at least three members;

(ii) the board on which you serve meets at least four times per year;

(iii) board meetings are distinguished from management meetings and consider issues to do
with the direction and governance of a organisation rather than day-to-day management
issues;

(iv) board meetings are formal, with minutes and agenda;

(v) you have made a worthwhile contribution in helping your board(s) fulfil its tasks;

(vi) your experience involves the exercise of judgement and not merely working to rules or
instructions laid down by a higher authority (for example, from a holding organisation’s
board);

(vii) you have had responsibility for taking a leading part in, or making a significant contribution
to, board decisions.

A “director” is defined for IoD’s purpose in terms of what you do rather than by reference to
technicalities of law; that is, if you are a member of a board or governing body which pursues the
four tasks enumerated in Standards for the Board, then you are a “director” for the IoD’s purpose.
The net is thus cast wider than Companies Act directors only. (In point of fact, company law
defines a director as ‘any person occupying the position of director, by whatever name called’
(Companies Act 1985, s.741(1)). Further, there are some organisations where, by law, the board is
made up of non-executives only. If you are the chief executive of such an organisation and attend
all board meetings and act as a de facto director, then you are taken for IoD’s purpose to be a
director.

Please note that the Interview panel will not be questioning you on any managerial responsibilities
or operational roles that you hold. The Professional Review is confined to discussion about your
directorship(s).

Procedure and objectives

Your Portfolio, together with the interview reports, will be considered by the IoD’s Professional
Accreditation Committee. This Committee has responsibility for deciding on candidates’ merits,
subject to a review procedure discussed on page 12.

The completed Portfolio is the property of the IoD, and will be retained on file for a period. It would
be prudent, therefore, for you to ensure that you retain a copy.

A well-presented Portfolio will provide the interviewers with a sound basis for their questioning at
your interview. They will have read your Portfolio before they meet you.

The Portfolio of Experience will be treated as strictly confidential by the Institute. However it is your
responsibility to secure any necessary clearance from your board. If you are affected by the
Official Secrets Acts or by matters of commercial confidence, the Chartered Director Executive
should be informed so that special arrangements can be made.

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Page 6
PART 2 : THE PROFESSIONAL REVIEW INTERVIEW

These notes are designed to give you as much guidance and help as possible in
preparing for the Professional Review Interview.

You will have already been sent (and countersigned) the provisions of eligibility that
apply to Chartered Director. To refer back to these, please see Appendix 1. Your
portfolio will be put forward for interview only if staff are satisfied at the initial checking
stage that you fulfil these criteria.

The Interview is a serious process; it is the Assessment by which the IoD determines
whether you can demonstrate the level and range of experience deemed appropriate
for the award of Chartered Director.

What is the purpose of the Interview?

The Interviewers will already have read your Portfolio of Experience. The purpose of
the Interview is to obtain additional information to ascertain your personal experience
of the criteria detailed in the four sections of your portfolio. The Interviewers are
seeking to establish the extent to which you have significant experience to the level
expected of a Chartered Director.

The Interviewers will be interested only in your experience as a director. Managerial

or executive experience is not relevant.

Verified knowledge and experience have value only if you have been able to apply
that knowledge and experience to good effect. You may have been able to do this,
even though neither your board nor your company were very successful. The aim of
the Interview, therefore, is to understand how you have applied your knowledge at
director level. You will be asked to talk about the attributes and role capabilities that
you have demonstrated at board level and within your organisation(s). The
Interviewers will be seeking evidence that you have applied your knowledge and skills
to the work of the board, that you are working within a board structure that has
processes and procedures and that you can demonstrate the effects of your actions in
carrying out your directoral duties. You should be aware that, in demonstrating how
you and your board have delegated to management, you will need to have exercised
responsibility through others to provide evidence of this area of experience.

Which candidates are Interviewed?

Candidates whose applications indicate that they are eligible for admission to the
profession of Chartered Director will be offered the opportunity of an interview. This is
on the basis that candidates sign the confirmation for meeting the eligibility criteria.
When invited to Interview, therefore, you should not regard yourself as a borderline
case. However, you should be aware that IoD’s Chartered Director Executives will
request standard information on those issues listed on your application form or within
your portfolio. Issues relating to eligibility may arise also at your interview. This is a
standard part of the Professional Review procedure.

Candidates are requested to note that they must be IoD members when applying for
the Professional Review, and that all aspects of the IoD’s Membership requirements
must continue to be met. Membership criteria are given at Appendix 2.

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 Who does the Interviewing?

Candidates are interviewed by two Interviewers, one of whom for administrative

reasons is designated the Principal Interviewer. The Interviewers will be Chartered
Directors or senior Members or Fellows of the Institute who are acting on behalf of the
Professional Accreditation Committee and who will report their findings to that
Committee.

On some occasions an observer will be present in order to monitor the Interview, with
a view to maintaining standards and a consistent approach.

What will the Interviewers be assessing?

The Interviewers will be assessing:

• Responsibility as a director: Do you have the level of responsibility

commensurate with that of a professional company director?

• Professional judgement: Have you had the opportunity and experience to

exercise judgement in the boardroom? And relate the use of your
judgement to the interests of the company?

• Tasks of a board: Have you played a role in fulfilling the tasks of a board?

• Obligations as a director: Have you acted in ways consistent with the

obligations of a company director?

• Your level of experience. A Chartered Director has significant experience

of board practice.

Questions about these points for assessment will not necessarily be asked in a direct
way. However, questions will follow the order of the Portfolio of Experience.
Interviewers will tend to probe on the specifics of how you exercise your duties and
the scope of your role.

How will the Interview proceed?

First you will meet a Chartered Director Executive, a member of staff from the Institute
who will check your identity. For this, you will have been asked to bring a passport.

They may also clarify with you exactly which period (of at least 3 or 7 years) and upon
which posts held during that period, you are basing your application. The interviewers
will later explore all the periods/posts you have specified, and will expect you to draw
examples from them.

You will then be taken in to the Interview Room and be introduced to the two
Interviewers (and observer if applicable).

The interviewers will explain the Interview Process. They are there to help you to give
evidence about your experience as a director. This enables them to make a
recommendation to the Professional Accreditation Committee about whether you have
the significant experience required to become a Chartered Director.

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 There will be a short introductory period to clarify any factual issues arising from your
Portfolio of Experience. Thereafter the Interview will be structured around the four
main tasks of the board, seeking to establish whether you have significant experience
of:
• Establishing, reviewing and maintaining the company’s mission, vision
and values;

• Setting corporate, company or business unit strategy and structure;

• Delegating to management and reviewing organisational performance;

• Exercising accountability and responsibility to, and communicating with,

stakeholders and other interested parties.

The Interviewers will have studied your Portfolio of Experience carefully before the
Interview and this will provide them with a number of exploratory questions around the
four task areas. In addition, they will ask a number of more generalised questions to
probe your experience.

An important objective for the Interviewers is to achieve as much specific evidence as

possible of the application of your experience. You will find that they will seek specific
examples and will try to probe any generalised statements of significant influence or
judgement. You should generally answer questions by saying “I did …”; occasionally,
though, you may need to describe how you worked to exercise collective responsibility
within the board.
Depending on the introductory clarification, the Interview will normally last about one
hour and fifteen minutes.

You may be asked if you require water or other refreshments. If the room is too hot or
cold or uncomfortable in any way, please tell the interviewers.

What will be the style of the Interview?

Though the Interviewers will be following a formal format in line with your portfolio, and
recording your answers on their marking sheet, the Interview will be conducted in an
informal and discursive style. It is designed to ensure that you do most of the talking
and the Interviewers, who are two senior members of the Institute, will endeavour to
make you feel at ease. The interview time belongs to you, and you will be given
every opportunity to demonstrate how you fulfil your role. You should do most of the
talking; the Interviewers will use questions to direct the discussion to areas they think
are useful and to understand your personal input to a board.

It is important that you address the Interviewers’ concerns, if any, and cover the topics
the Interviewers wish to cover. The structured interview format ensures consistency
of approach across the process.

How should I prepare for the Interview?

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 You will already have been through some important preparation in the submission of
your Portfolio of Experience. Remember to re-read your portfolio before the interview.
Where you have been asked in the portfolio to reveal what you or the board did, in the
interview you will be asked about your specific (personal) contribution against the
same criteria.

You should remember that you will best serve your interests by giving the Interviewers
hard evidence based on real examples. Within each of the four board task areas, try
and think in advance of specific incidents or issues that needed resolution. Then
consider:
• What was the background?

• What precisely was your role?

• Who else was involved?

• How were you able to exert influence?

• What kind of judgements were you required to make?

• What evidence did you use to make decisions?

• What was the outcome?

• How was it evaluated?

• How was it implemented?

• How was it monitored or measured?

• What contingency plans were in place?

• How did you handle problems?

• What might you do differently in future?

You may also find it helpful in giving an overall perspective on your experience by
considering in advance:

• The board discussion over which you feel you had most influence

• The most difficult issue of corporate governance you faced

• The most testing strategic decision you faced

• Any other incident or issue in which you played a particularly important

part.

If requested to do so, you should be prepared to clarify and explain any of the content
of your Portfolio of Experience.

Try to keep a cool head; Interviews are generally anticipated with some apprehension.
In this case the Interviewers will be trying to work with you to establish that your
experience is significant enough for chartered status.

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Recommended Reading

“Standards for the Board. Improving the effectiveness of your board.” From the
Institute of Directors Good Practice Series. ISBN: 0-7494-3081-8, £30. Available from
the IoD, 116 Pall Mall, London SW1Y 5ED or publishers Kogan Page, 120 Pentonville
Road, London, N1 9JN.

Is there anything else I need to know?

There are some points of administration.

You should bring some evidence of identity with you to the Interview, preferably your
passport. This will be checked by the Chartered Director Executive before the
Interview or by the Principal Interviewer if the Interview is being held out of London.

If you are involved in work covered by the Official Secrets Act or in work affected by
commercial secrecy restrictions, it is your responsibility to inform the Chartered
Director Executive prior to Interview, so that special arrangements can be made.

If it transpires at the Interview that you have a personal or professional connection

with one or other of the Interviewers, the Interviewers should be informed. The
Chartered Director Executive will decide whether it will be necessary for the
Interviewer to withdraw from the Interview and for the interview to be postponed.

Any travel or accommodation costs incurred by you in connection with the Interview
will be your responsibility.

If for any reason you cannot keep an appointment for Interview, you must inform the
Chartered Director Executive at the Institute at the earliest possible opportunity. The
Institute may make a charge on candidates if an Interview is cancelled without notice
or good cause and will re-arrange an Interview only if any such charge has been paid.
Fourteen working days’ notice of a date change is required.

If, on the other hand, the Institute is unable to conduct your interview (and this would
be in an extreme case beyond an individual interviewer’s / the Institute’s control) staff
will contact you immediately. In all cases, we will do our best to conduct the interview,
but would not do so in any instance where a candidate might be placed at a
disadvantage. If we cannot conduct your interview, arrangements would be made for
a further interview, and in such circumstances, travel costs already incurred may be
re-imbursed, subject to management discretion and the production of valid travel
receipts.

The date for the submission of your portfolio will be communicated to you, and this
date must be observed. If your portfolio is late in arriving, your interview may have to
be deferred.

What happens after the Interview?

The Interviewers’ notes, comments and recommendation will be submitted to the

Professional Accreditation Committee which has responsibility for a final decision.
This will be based on a number of inputs, including the full review of documentation by
a Review Group.

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For this reason the Interviewers will give you no indication of the likely outcome of
your submission. However, in the event that you are unsuccessful, the remarks of the
Interviewers will be used as a basis for indicating what improvements you should
make before reapplying for Professional Review. You will receive your result within
six weeks of your interview date.

We will be trying to make the Interview as productive as possible as we wish you well
with the process.

If you have any further questions about the Interview, please call the Chartered
Director Executive: Tel: 020 7466 8923; Fax: 020 7766 8765; e-mail:
chartered.director@iod.co.uk.

Grounds for Review

If you are dissatisfied with the Professional Accreditation Committee’s decision on the
outcome of your interview, you have the right to ask for a review of the decision,
stating the reasons for your request and supported by appropriate evidence. This
request must be made within 30 days of the date given on the decision letter.

An External Assessor determines if there are adequate grounds for a Review of the
Professional Accreditation Committee’s decision. Requests for a Review will only be
considered on the following grounds:

(i) that your performance in the interview was adversely affected by illness or
other factors which you were unable or could not reasonably be expected to
have divulged before the interview. Your request must be supported by
medical certificates or other documentary evidence;

(ii) that there has been a material administration error, or that the interview was
not conducted in accordance with current regulations;

(iii) that some other material irregularity has occurred.

Disagreement with the judgement per se of the Professional Accreditation Committee

in assessing your experience for Chartered Director, does not constitute grounds for
Review.

If the external assessor considers that there are no grounds for Review, then the
procedure is terminated. If there are adequate grounds for Review, a Review Panel
will examine your case and recommend accordingly. The Panel has the authority to
modify the Professional Accreditation Committee’s original decision.

Appeal

If you are dissatisfied with the outcome of the Review, you may take the matter to
Appeal. An Appeals Panel will consider the case and report its findings to the
Professional Accreditation Committee, which is required to accept the conclusions so
reached.

If your Appeal is upheld, then you are deemed to have satisfied the Professional
Accreditation Committee and fulfilled the experience requirements for admission as a
Chartered Director.

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If the original decision is upheld, you may re-apply only after one year has elapsed.

All correspondence regarding Review and Appeal should be sent in writing to the
Head of Professional Standards at the IoD.

Your responsibilities as a candidate

It is your responsibility as a candidate to fulfil the requirements for interview, by

producing the documentation that is needed to support your portfolio, and to
ensure that you fully meet the IoD membership and Chartered Director eligibility
criteria.

It will be your decision to go forward for interview, unless staff strongly counsel
against this, or you are deemed to be ineligible at the time of application. In so
doing, you accept the final judgement of the Professional Accreditation
Committee on your Professional Review interview, which will be based on the
recommendation of the Interview panel.

And finally:

Not all candidates who submit their portfolios and attend interivew for
Professional Review are successful. It is a process which is about your
experience and your contribution as a director to your board(s) and your
organisation. As such, the interviewers are not reviewing either individual
capability as a functional director or as a senior general manager. Director
activities are central to the Professional Review.

The IoD trusts that you will gain developmentally from the process of the
Professional Review and that you will provide observations on your experience,
whatever the outcome of your interview, to staff so that we can continue to
improve those processes.

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APPENDIX 1

YOUR ELIGIBILITY FOR CHARTERED DIRECTOR

To enrol for Chartered Director you must (i) be a full Member or Fellow of the
Institute and (ii) have passed the IoD Diploma examination in Company
Direction within the last six years.

You will also be asked to confirm, within your portfolio, that you meet the
eligibility criteria for Chartered Director. The following questions will appear on
your portfolio, and you will be asked to complete the document and sign it.

•1 Your length of experience in a director role or equivalent, within an

autonomous structure, should be either at least:

(a) 3 full years if you hold a recognised degree or professional qualification, or

(b) 7 full years if you do not hold a recognised degree or professional qualification.

For either period you may have been working in a number of roles or organisations at
director (or equivalent) level, including non-executive positions, but these must be
consecutive. Each board or governing body must comprise at least three directors
(including executive and non-executive directors). This applies equally to all
organisations.

•2 Your role(s)

Do you participate, and/or have you participated, in the direction of your organisation
for the time periods stated above by:

(a) being a full member of the governing body/board;

(b) please tick (i), (ii) and / or (iii) as appropriate:

(i) deriving your authority directly from the governing body/board, within an executive
role, with clear responsibility for determining and developing the strategy of, and the
direction of, the organisation;

(ii) participating in governing body or board activity in a role such as a non-executive

director, trustee or governor of a public body or institution;

(iii) acting as a company secretary (or equivalent) for a significant entity or in

combination with an executive position;

(c) being a focal point for the determination of the mission and values of your
organisation, or for driving the review of, and ensuring the relevance of, these;

(d) being responsible for the delegation and monitoring of performance and the
delivery of the organisation’s strategy through senior management and other
stakeholders;

(e) being responsible and demonstrating accountability on your own behalf, and on
behalf of your organisation to a range of stakeholders.

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•3 Your Participation in the Board/Governing Body Activities

(a) Does your board/governing body meet formally at least four times per year? Does
it focus on issues of direction and governance, rather than day to day matters?

(b) Does your board/governing body take responsibility for creating strategic
opportunities for the organisation, while ensuring that it has fully assessed the risks of
projects and ventures?

(c) Are you, as a member of the board/governing body, knowledgeable about the
organisation so that you can be answerable to stakeholders, yet able to stand back
from day to day operations and retain an objective and long-term view? Would you be
able to demonstrate, or give examples of, this?

(d) Are you, as a member of the board/governing body, sensitive to short term issues
affecting your organisation, and can you demonstrate how such issues are mitigated
or dealt with in the context of the longer term? Can you demonstrate how you are able
to contribute to board decisions?

(e) Do you, or does your board/governing body, ensure that there is a regular review
of external influences and issues that could affect your organisation, does it take
action in relation to the information that is gathered? Is your role in this activity
influential?

(f) Does the board/governing body exercise its responsibility to staff, business
partners, stakeholders and society as a whole, while focusing on the needs of the
organisation?

(g) Can you demonstrate that your role has an impact on the board or governing
body’s work and that through your role, you are able to lead change and/or influence
outcomes relating to the organisation’s direction?

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Appendix 2

IoD Membership Criteria

To qualify as a Member, an individual must be:

• a "Director" of an "Entity" which is a solvent going concern of "substance" (as

defined below); and either:

• have been a Director for a minimum of 3 years and have been in business for a
minimum of 7 years, or

• have been a Director for a minimum of one year, have been in business for a
minimum of 5 years and have attended the Institute's course "the Role of
Company Director and the Board" or such other course as the Board of the
Institute may from time to time determine.

Member

For the purposes of IoD membership, the following definitions apply:

"Director" means a member of the body that is responsible for the strategic business
direction of an Entity and the implementation of its corporate governance and which
makes the decisions that determine its success and integrity and the expression may
include: a divisional director where the division is equivalent to an entity of substance;
a leader of an Entity not conducted for commercial purposes;
"business" includes the activities of an Entity even though those activities are not
conducted for commercial purposes;
"Entity" means an incorporated company, business unit or association, professional or
other partnership, non-departmental public body, notfor- profit organisation, charity,
trust, local or national government, armed forces organisation, academic or training
organisation or similar body whose activities and strategies require direction;
"substance" means a minimum annual turnover or budget of £250,000 or such higher
figure as the Board may from time to time determine.
You need not be a registered director to qualify. To clarify whether you are
eligible or for further information or to discuss membership, please contact the
IoD Membership Development Department on 020 7766 8888.

Membership undertaking

When you apply for Membership you must also accept the following undertaking:
I hereby apply for membership of the Institute of Directors and agree to be bound by
its Constitution and all rules and regulations made under it. I confirm that I do not
have any unspent criminal convictions (other than for traffic offences); I am not an
undischarged bankrupt; and I am not disqualified (by court order or voluntary
undertaking) from being a director of any company.
I undertake to conduct myself, both publicly and privately, in a professional manner
and so as to uphold the Institute's reputation and standing and not to cause

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embarrassment or distress to other members of the Institute or its staff and not to
represent publicly the views of the Institute or to claim its support, without the consent
of the Board (or of an officer or employee of the Institute nominated by the Board for
such purpose).

Chartered Director criteria

If you are successful in satisfying the Institute at the Professional Review and are
awarded Chartered Director, you will be required to:

• Undertake CPD and submit your record annually. (Details can be found on CPD
requirements on the IoD’s website, Chartered Director Network).
• Abide by a Code of Conduct, for which you will sign an undertaking.

For further information, please contact: blanche.taylor@iod.com or telephone: 020

7766 8937
Copyright IoD March, 2007

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