Council Member Responsibilities

The Council of the Dublin Chamber is a group of business leaders elected by Chamber members who represent the business needs of the Greater Dublin area. Members of Council take an active role in identifying and supporting key policy areas affecting various industry sectors and business agendas, through input at Council meetings and participation in key policy taskforces. 

The key role of Council is to identify and direct the policy and influencing agenda of the Chamber based on listening to, understanding and representing the members of the Chamber (the “Membership”) and the Dublin Business Community.

The key responsibilities of Council Members are to set, annually, the policy and influencing objectives of the Chamber with due regard to the Membership, the business environment, locally, nationally and globally, and the recent past and potential future of Chamber policy.  In fulfilling these functions, Council shall seek to organise its work to ensure Council Members are actively engaged, and that it makes the most effective use of the time, skills and knowledge of Council Members.

Council Code of Governance

The Code of Governance for Council members, as part of the Chamber’s constitution, details roles and key responsibilities of Council members.  This provides a code of business conduct and sets out recommended operating guidelines.  The Board of Directors of the Chamber is responsible for the governance and management of Chamber business.  Council members are not directors of the Chamber but an advisory group which lead the Chambers policy for the purposes of influencing and lobbying.  Council are the main body representative of the voice of the members of Dublin Chamber.  Once elected, all Council members are asked to sign (in agreement with the Chamber’s Code of Governance) a ‘fitness to serve’ form.

Election of Chamber deputy vice president 

One vital role of members of Council is the election of the Chamber’s Deputy Vice President which takes place annually in October.  To fulfil requirements for this position, you must be an elected member of Council and have served 1 term (3 years).  In order to vote in these elections, Council members must have attended at least 3 Council meetings in the year (total of 7 meetings per annum.

Council Governance Arrangements

Council shall meet regularly to ensure it has full and effective input to Chamber policy.  Council will agree an annual programme of work at the commencement of each Council year.  This work programme will include a schedule of Policy Taskforces which will cover the main policy themes identified by Council.  Each Council Member is required to participate in at least one Policy Taskforce.  The Policy Taskforces may also include non-Council Members.

The Chairs of each Policy Taskforce will be chosen by the Nominations Committee (see clause 6.4) from the Council Members.  The Policy Taskforces shall supply Council in a timely manner with information of sufficient quality to enable Council Members to assess the Taskforces’ recommendations and to direct the policy of the Chamber.

Council Members Shall Seek To:

  • Represent the collective interests of the Membership and act reasonably in the best interests of the Chamber and its Membership;
  • Make objective assessments and contributions in relation to the policies of the Chamber;
  • Challenge as appropriate with a view to enhancing decision-making and policy development;
  • Bring their business acumen and experience to bear for the benefit of the Chamber and to inform the Council’s decision–making;
  • Communicate, both internally and externally, the Chamber‘s vision and mission;
  • Use their contacts and resources to increase the Membership;
  • Enhance the Chamber’s influencing strategy;
  • Assist in carrying out the collective responsibilities of the Council, including by serving on a Policy Taskforces;
  • Propose and elect candidates for officers of the Chamber, in particular the Deputy Vice-President, in accordance with the procedure specified in Appendix 1;
  • Attend and actively contribute to the Council meetings;
  • Represent the Chamber as appropriate, in consultation with the President, and, subject to confidentiality obligations, communicate any relevant information/developments to Council;   
  • Be well briefed on Chamber activities and policies;
  • Support 6 Chamber events both personally and corporately;
  • Actively promote the vision of the Chamber as the leading voice of Dublin business.

Each Council Member will seek to uphold the values and objectives of the Chamber, and give adequate time and energy to the duties of being a Council Member. Each Council Member shall acknowledge this in writing, and agree to use reasonable endeavours to comply with the requirements of this Code.

As soon as possible following their appointments, all new Council Members, including co-optees, shall receive an induction during which they shall be advised about the Chamber’s key policies and work programme and the provisions of this Code. They shall also be invited to meet key Chamber staff and the Honorary Officers of the Chamber. 
Each Council Member shall on an annual basis complete and sign a declaration of Fitness to Serve as a Council member of the Chamber in the form attached at Appendix 2 hereto or as such form may be amended by the Board from time to time.

Conflicts of Interest

Council Members should identify and promptly declare any actual or potential conflicts of interest. Such declarations should be made at the meeting at which the matter is discussed and should be recorded in Council minutes.  Where a material conflict of interest arises, the Council Member concerned should not participate in discussions nor, may the Council Member participate in any vote in respect of any contract in which he or she has an interest.  He or she should also offer to withdraw from the meeting, and Council shall decide if this is required.  Where a Council Member has a major or ongoing conflict of interest, she or he should offer to resign from the Council, or step aside as appropriate.  A Council Member shall be deemed to have resigned if he or she is requested in writing by a majority of the Nominations Committee to do so.  

Council Composition 

The composition of the Council is provided for in the Chamber‘s Articles of Association.  The CEO may attend Council meetings, as required, in an ex officio capacity in the role as representative of the executive management team, but shall not have voting rights. Other members of the executive management team may be asked to attend Council meetings or part of them, from time to time, to provide greater detail on specific operational, policy or agenda items. Staff of the Chamber may not become Council Members.

Council Meetings

Council shall seek to convene between 6 and 8 Council meetings in each Presidential year.  Meetings shall be held on the second Tuesday of the month, commencing at 07.30hrs. Meetings are scheduled to continue for at least an hour and a half, but from time to time it may be necessary for meetings to be extended to allow sufficient time for discussion of issues in an appropriate manner.

Agenda Setting

At the commencement of each Presidential year, the CEO, in consultation with the President, shall prepare an indicative list of items for discussion at Council meetings.

The President shall meet with the CEO in advance of each Council meeting to further develop the agenda for the meeting. In agreeing the agenda, the President and CEO shall confirm the members of staff required to attend the Council meetings and for which agenda items.
In framing the agenda, care shall be taken to ensure the agenda allows Council time and opportunity to discuss current business issues.

The draft agenda shall, where possible, be circulated to Council Members at least 7 days in advance of each meeting. Council shall be invited to request items to be placed on the agenda.

Supporting material shall be circulated with the draft agenda to provide background to any topics included, such as minutes of previous meetings, approved minutes of committee meetings, management accounts and relevant reports.

Reports of Meetings

Draft reports which properly reflect the deliberations of Council shall be circulated for comment as soon as practicable after each Council meeting.

Taskforces and Committees 

Terms of Reference for each policy taskforce and committee (together hereinafter referred to as “committees”) shall be approved by the Board or the Council, as appropriate dependent on which body establishes the committee. The relevance of each committee shall be assessed regularly in the context of the Chamber’s strategy, what the committee should expect to achieve; what its key priorities shall be; and how the success of the committee shall be measured. 

As part of the terms of reference, a timetable for the committee to achieve its objectives shall be agreed, and for interim and final reporting back to Council and/or the Board (as the case may be).

Minutes of meetings of each committee (save those of the Remuneration Committee) shall be made available to the Board and/or Council (as appropriate) in a timely manner for its information. Minutes of the Remuneration Committee shall remain confidential to that Committee. Minutes shall be preserved and be available for reference for subsequent members of the same and other committees.
The Chair of each committee shall report to Council and/or the Board (as appropriate) on its work at least once in each Presidential year. 

Role and Responsibilities of Chairs of Committees  

Every committee shall, unless otherwise agreed by Council or the Board (dependent on which body establishes the committee), be chaired by a Council Member.

The Chair of Each Committee Shall:

  • Prepare draft terms of reference for the committee for approval by Council or the Board (as the case may be);
  • Lead the work of the committee in accordance with the terms of reference; 
  • Engage as appropriate with the members and key stakeholders in relation to the work of the committee;
  • Encourage the use of suitably qualified or experienced Chamber members on committees where possible;
  • Save in respect of the Remuneration Committee, report in each Presidential year to Council and/or the Board (as appropriate), and bring back to the committee the Board’s or Council’s views for further consideration.
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