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                (Incorporated by Royal Charter in 1854)

    MINUTES of a MEETING of the Council held at CA House, 21 Haymarket Yards,
        Edinburgh, EH12 5BH on Friday 29 May 2009, commencing at 3.00pm

Present              The President                          Ruthven Gemmell
                     Vice President Thomson                 Nick Kuenssberg
                     Vice President McLaren                 Jock Lennox
                     Adrienne Airlie                        Bill Lockwood
                     Rod Ashley                             Frank Manson
                     David Bentley                          Gavin MacKenzie
                     Graeme Bissett                         Ken McHattie
                     Jann Brown                             Bruce Pritchard
                     Bruce Cartwright                       David Rutherford
                     Martin Darroch                         Niall Scott
                     Robert Dick                            John Sharkey
                     Mark Delaney                           Huw Thomas
                     Elizabeth Gammie                       Jacqui Thomson
                     Diane Gwilliam

In Attendance        The Chief Executive & Secretary        Vivienne Muir
                     Mark Allison                           Stuart Riddell
                     Fergus Brown                           David Wood
                     Lesley Glen

1         Apologies
          There were apologies from Mr Morrison and Mr Pennie.

2         Declaration of Interest
          Council members were invited to declare any conflict of interest which they might
          have in relation to matters included in the agenda. David Bentley and Martin Darroch
          declared an interest in item 10 of the agenda.

3         Welcome
          The President formally welcomed Robert Dick, Elizabeth Gammie, Bruce Pritchard,
          John Sharkey and Ronnie Wilson, the newly elected members to their first meeting of
          the Council.

4         Minutes
          The Minutes of the meeting held on 20 March 2009 were approved and the President
          authorised to sign them.

5         Matters Arising
          Mr Scott provided Council with an update on the application for re-admission and the
          next stage in the process.

6         President’s Report
          Referring to his attendance at the Ethics Committee, the President advised that the
          Committee was working on a number of initiatives including further case studies and
          ethical dilemmas for Members in Business. These would be published in due course.
6.1   The President reported on his recent visit to Hong Kong and Singapore and the
      member events which had been held.

6.2   The Graduation Ceremony on 17 April had been very successful. There had been a
      move to holding just one ceremony and the feedback had been very positive. The
      luncheon had also been very well received.

7     Chief Executive’s Report
      Anton Colella reported that he and the President would be visiting Luxembourg on 3
      & 4 June. Events would include meetings with the Ministry for Justice as well as
      CCAB luncheon at which Sir David Tweedie was the guest speaker.

7.2   John Reid had agreed to speak at the London CA Dinner and it was hoped that the
      Chancellor would agree to speak at the Glasgow Dinner in November.

7.3   The PwC event ‘Climbing out of the Crisis’ had gone very well and there had been
      very positive feedback from the event. The next event will be held in the Autumn in
      conjunction with Deloitte. The panel includes Robert Smith, Guy Jubb and Jann
      Brown. Additionally James Smith, CEO of Shell UK has agreed to host a Masterclass
      with ICAS Students.

7.4   The Nominations Committee and the Oversight Board had agreed that a governance
      Working Party should be established under the Chairmanship of immediate Past
      President Allison. It will be looking particularly at the Open Seats and the
      nomination process. The Working Party members will include David Bentley, Nick
      Kuenssberg and Past President David Spence.

8     Report from the Chairman of the Oversight Board
      Kenneth McHattie reported on the recent meeting on 17 April. The Technical
      department have been engaged in a number of Thought Leadership programs with an
      emphasis on the ‘Principles not Rules’ debate. In Regulation there is a lot of work
      around the Regulation of Members of Business and CPD. The Oversight Board will
      be reviewing these issues later in the year. Members Services are carrying out a
      number of initiatives designed to maintain revenue given the current economic

9     JDS and Disciplinary Fees
      Vivienne Muir indicated that the Joint Disciplinary Scheme (JDS) would be wound
      down by the end of 2009. The scheme currently had two cases outstanding.
      Accordingly there was still a need to raise levy funds for 2009. The paper proposes a
      2.5% increase in the levy based on the 2008 figure. Council approved the 2.5%
      increase for the JDS levy.

10    Wind-up of SCATE
      Ian Marrian and Past President Nigel Macdonald joined the meeting.

      The President reported that the SCATE issue had been discussed at a number of
      previous Council Meetings.

      Addressing Council as the Chairman of SCATE, Ian Marrian indicated that SCATE
      was now making payments from capital rather than income. Furthermore there was
      confusion about SCATE and SATER in the marketplace and there could be a
      rationalisation of ICAS resources if there was one trust. Additionally there had been a
      number of changes in the education environment since the money had been advanced
      more than 10 years ago. For example it might no longer be relevant to relate the
      ICAS commitment to education as reflected in the Undertaking to floor area of the
     building given the rise in e-learning.

     As Chairman of SATER, Past President Macdonald indicated that he and Ian Marrian
     were Trustees in each other’s Trusts. However it was vital that the re-negotiation of
     the undertaking took place while SCATE was still in existence on account of the
     ICAS funding for SATER. Additionally it was important to maintain the economic
     independence of SCATE. When SCATE’s assets transfer to SATER they will be ring
     fenced as a result of that independence.

     Ruthven Gemmell questioned whether the funds which had been granted to ICAS
     were a loan or a grant. Ian Marrian indicated that it was not a loan but a grant with
     ongoing conditions. If the conditions of the grant were not maintained then it was

     Iain McLaren question why “chartered accountant” had been dropped from the title
     of SATER. Past President Macdonald indicated there had been a reason for this.
     The Trust had been established around the time of the 150th anniversary. The aim
     had been to create a financially strong independent think tank to fund creative work
     which would not be seen as a “poodle” of the Institute. As part of this the name had
     been designed to demonstrate the independence of the trust and its trustees.

     Huw Thomas questioned whether the obligation reflected in the ICAS Undertaking
     would be transferred to SATER. It was confirmed that it would and hence why its
     terms need to be renegotiated prior to SCATE being dissolved. Diane Gwilliam
     questioned whether the transferred funds would be ring fenced for former SCATE
     purposes or not. Nigel Macdonald explained that ICAS provided funds to SATER
     for purposes which were consistent with the charitable objectives of the Trust and
     which also met ICAS’ own wider objectives under its charter. That meant that those
     funds received from ICAS could not then be spent on whatever the SATER Trustees
     chose, although they were of course bound by the charitable objectives of the Trust.
     Whilst SCATE and SATER had similar objectives which empowered the support of
     education and research, the important difference was that SCATE was free to use its
     funding to support activities which need have no regard to ICAS’s own objectives,
     although there were often times when those objectives did in practice overlap.

     The SCATE funds would be ring fenced and the SATER Trustees would not expect
     to spend them on activities that ICAS would otherwise have funded itself. By way of
     note, the Prize Fund will be ring fenced in perpetuity.

     The President thanked Ian Marrian and Nigel Macdonald for addressing Council and
     they left the meeting.

     Thereafter Council approved the proposal that SCATE should be wound-up and that
     its assets and operations be transferred to SATER.

11   Insolvency Permit Bye-laws
     Vivienne Muir indicated that the Bye-laws had already been approved by the
     Insolvency Permit Committee and the Regulation and Compliance Board.
     Additionally she had spoken with Niall Scott and had agreed a number of
     amendments to the draft Bye-laws. Council approved the revised Bye-laws.

12   Deaths of Members
     Council noted the deaths of the following members which had been intimated since
     date of last Council meeting on 20 March 2009.
BARBER, Richard Neil              Admitted 27 November 1961
                                  Died 13 July 2008

BLACK, Michael Robert             Admitted 17 September 1954
                                  Died 13 October 2007

BUCKLEY, Peter Neville            Admitted 25 November 1966
                                  Died 2 December 2008

CAMERON, Ian Alexander            Admitted 18 September 1953
                                  Died 14 November 2008

CARSS, Thomas Frederick           Admitted 10 December 1957
                                  Died 23 December 2008

CLARK, William                    Admitted 30 March 1960
                                  Died 28 May 2008

DUTHIE, John                      Admitted 18 September 1953
                                  Died 2 December 2008

EASSON, John Whitton              Admitted 29 March 1935 (Glasgow)
                                  Died exact date unknown

GELLATLY, Neil Masson Creighton   Admitted 27 March 1957
                                  Died 2 December 2008

HOWAT, James Thom                 Admitted 28 September 1950
                                  Died 18 November 2008

JACOB, Michael David              Admitted 16 September 1960
                                  Died 21 December 2008

JOHNSTON, William Boyd            Admitted 30 March 1951 (Glasgow)
                                  Died 21 December 2008

LAUDER, George Alan               Admitted 23 November 1962
                                  Died 19 December 2008

MACEWAN, John Gordon              Admitted 30 March 1951 (Glasgow)
                                  Died 3 July 2008

MACHARG, Edgar Simpson            Admitted 29 March 1935 (Glasgow)
                                  Died 19 July 2008

MACKENZIE, Alexander Archibald    Admitted 25 November 1963
                                  Died 13 November 2008

MACNAIR, James Travers Hamilton   Admitted 25 February 1948 (Edinburgh)
                                  Died exact date unknown

MAIR, John                        Admitted 27 March 1957
                                  Died 26 September 2008

MATHER, Joseph Kenneth            Admitted 30 March 1951 (Glasgow)
                                  Died 20 July 2008

MCDOUGALL, Duncan Herdman         Admitted 8 October 1946 (Aberdeen)
                                  Died 13 December 2007
MCKIRKLE, Richard                 Admitted 19 September 1975
                                  Died 6 November 2008

MCMAHON, Agnes                    Admitted 25 November 1994
                                  Died 26 January 2009

MILLER, John Morton               Admitted 27 November 1961
                                  Died 20 February 2008

MINTO, Brian James Lundie         Admitted 20 November 1964
                                  Died 15 November 2008

                                  Member of:
                                  Dundee Local Committee

MUIR, William Huntly Wemyss       Admitted 20 September 1957
                                  Died exact date unknown

NEWLANDS, Robert                  Admitted 23 November 1962
                                  Died 7 July 2008

OAKES, Ronald David               Admitted 29 March 1961
                                  Died 10 January 2009

PETERSEN, Alexander Jens Jorgen   Admitted 1 October 1946 (Glasgow)
                                  Died exact date unknown

SCOTT, Elizabeth Dryden           Admitted 27 February 1946 (Edinburgh)
                                  Died 22 November 2008

SIMPSON, Norman Dunlop            Admitted 17 September 1954
                                  Died 19 October 2008

SMITH, Lewis Mitchell             Admitted 27 March 1946 (Glasgow)
                                  Died 9 November 2008

SPINNEY, Alan Neville             Admitted 25 March 1959
                                  Died 23 January 2009

VOGE, Anthony Wreford Bothwell    Admitted 22 February 1950 (Edinburgh)
                                  Died 19 December 2008

                                  Member of:
                                  CA Student’s Society
                                  Taxation Committee
                                  Edinburgh Local Committee
                                  VAT Committee
                                  Education Committee
                                  Syllabus Review Committee

WEIR, Jean Elizabeth              Admitted 18 September 1944 (Glasgow)
                                  Died exact date unknown

WILLIAMS, John Stuart             Admitted 19 September 1952
                                  Died 6 January 2009

YOUNG, John Ronald Freeland       Admitted 26 March 1952
                                  Died 6 March 2008

13         AOB