How to lodge a complaint
What can you lodge a complaint about?
In accordance with the IoD’s Constitution (the Rules), the IoD can consider complaints about an IoD member that constitutes conduct that compromises (or is likely to compromise) the position of the IoD or brings (or is likely to bring) the IoD into disrepute.
For Chartered Members and Fellows there are additional considerations as they are required to remain of ‘good character' and uphold the principles in the Charter of the Institute of Directors.
If the IoD decides to investigate, it is likely to consider whether the member’s conduct has detrimentally affected the IoD’s objectives or lowered the reputation of the IoD in the mind of a reasonable third party informed of the circumstances. It will also consider whether this is likely to happen in future if the member remains a member.
Examples of conduct that the IoD may investigate includes a member:
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- being convicted of an offence under relevant legislation
- being the subject of adverse findings by a professional body which impugn the member’s character or honesty
- making public statements a reasonable third party would consider so objectionable as to damage the reputation of the IoD.
The IoD is not a front-line regulator and will not generally investigate conduct by its members that falls within the jurisdiction of an existing regulator (see below).
The IoD is also not the arbiter of disputes between directors and shareholders or members of an organisation.
In addition, it does not decide civil disputes regarding the proper discharge of directors’ duties or decisions taken by a board as part of governing an organisation in the ordinary course of business.
Other avenues for resolving complaints against directors
There are other bodies involved in resolving complaints against directors.
The obligations of directors are generally found in legislation and/or in legal documents governing how their organisation should operate.
For example, the primary duties of company directors (such as the duty to act in good faith and in the best interests of the company) are set out in the Companies Act 1993. Breaches of those duties and other obligations may be pursued through the courts including by regulators such as the Companies Office and the Financial Markets Authority.
How to lodge a complaint
Any person may lodge a complaint concerning the alleged conduct or discipline of an IoD member that has or could compromise the interests of IoD or bring it into disrepute.
The complaints process is confidential to the parties involved, to protect people’s privacy and encourage parties to participate in an open and honest way.
As a complainant, you will be asked to confirm that you have no objection to the individual involved seeing your complaint, and that the information you have given is true and accurate.
The IoD will treat private information in accordance with the Privacy Act 2020 and any other applicable legislation.
To lodge a complaint in relation to an IoD member, please complete the online complaint form.
What happens next?
Your correspondence will be acknowledged.
On receiving the complaint, the IoD Registrar will review it to ensure it meets the initial threshold contemplated by Rule 17 in the IoD Constitution. You may be asked to clarify the information you have given us or supply additional information or documentation to support our enquiries.
In the case of a complaint it should concern the ‘conduct and discipline of members’ that has or could compromise the interests of the IoD or damage the IoD’s reputation.
If you have any other type of query, such as a concern about the quality of an IoD service, please contact the membership team.
The complaint or grievance may be referred to the IoD Standards Committee whose role is to fairly and expeditiously:
- hear and determine any grievances of members regarding their rights and interests as members; and
- hear and determine complaints concerning the alleged conduct or discipline of members.
In undertaking its role, the Standards Committee must comply with the principles of natural justice and the IoD’s Constitution (Rules). It can decide whether or not to investigate the matter and how the issue may be best resolved.