Board review recommends some radical changes

March 1, 2021

A smaller board of nine, an appointed chair, two appointed directors to bridge skill gaps and a half-time president and kaiwhakahaere are among the key recommendations of the NZNO governance review, completed late last year.

The board should also improve its financial literacy and establish a whistleblower policy, according to the recommendations.

The board has refused to release the full review report “for reasons of professional sensitivity and confidentiality” but last month released the reviewers’ 33 recommendations. The review was conducted by commercial corporate lawyer with the Tuia Group, Guy Royal (Ngāti Raukawa, Parehauraki, Ngāti Hine, Ngāpuhi), and leadership development manager at Canterbury-based company Brannigans Human Capital, Chris Bailey.

Chair of NZNO’s governance committee Andrew Cunningham said previous annual governance reviews had not been released. “The purpose of this review was to help shape the upcoming constitutional review, to see if there was a better way of doing things. It was not prompted by the resignations of the president and board members last year.”

The recommendations, released last month, said the capability of the chair needed to improve in three areas: board ethics, organisational culture and an effective governance culture. The board should set and role model the expected organisational culture.

An appointed chair

The review recommended the chair be an appointed position, with a three-year term and the option to re-apply for a maximum of a further two terms. Identification as Māori or having a strong grasp of Māori perspectives would be highly desirable.

The review recommended the president and kaiwhakahaere positions remain, but be reduced to half-time, with the tumu whakarae and vice president remaining in place to support them. Three positions elected from the membership would remain, with two appointed directors. Like the chair, the two appointed directors would have a three-year term with the option of a maximum of two further terms. All directors should join the New Zealand Institute of Directors (or relevant governance body) when starting on the board. To be eligible for a second term, they should complete relevant governance courses in their first term.

One-day meetings

Board meetings should also be reduced to a day. This could be achieved by clarifying the board’s key decisions, aligning the agenda more closely to strategy and improving trust and capability between directors.

Under a series of recommendations on biculturalism, the review recommended the board, te poari, the kaiwhakahaere and the chief executive work in closer partnership to achieve agreed bicultural outcomes. And it recommended the board conduct a strategic wānanga “to clarify how the bicultural model enhanced NZNO’s purpose and vision”.

Cunningham said some recommendations had been implemented, eg governance training and improving the board’s financial literacy. But because many recommendations required constitutional change, eg an independent chair and two independent directors, they would be considered in the constitutional review. The report will be given to the reviewers.

The board, staff and members all recognised the need for change and the board was committed to change, he said. It had done some things poorly, eg explaining what governance was, but had done “incredibly well” in other areas. “The board is willing to lead change where needed, is being bold and strong, is sticking together and is keeping people in the loop about what is going on. There is still work to be done – we know we can do things better. But we are really excited about the possibility of change.”

The review’s cost could not be released because of commercial sensitivity.