Guidance for Statutory Crown Entities - Resource for Preparation of Governance Manuals
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Section 01
Relevant legislation
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Section 02
Functions and powers of the entity
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Section 03
Key relationships
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Section 04
Collective duties of the board and individual duties of board members
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Section 05
Role of the board chair
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Section 06
General responsibilities of members
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Section 07
Members' interests and conflicts: identification, disclosure and management
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Section 08
Disclosure of information
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Section 09
Gifts and hospitality
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Section 10
Board meeting procedures
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Section 11
Board committees
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Section 12
Delegations
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Section 13
Crown entities as employers
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Section 14
Subsidiaries
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Section 15
Planning and reporting
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Section 16
Board and member performance evaluation
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Section 17
Board appointments and reappointment
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Section 18
Remuneration and expenses for board members
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Section 19
Liability and protection from legal claims or proceedings
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Section 20
Summary of minimum content for a governance manual by chapter
This guidance is intended for those people charged with developing, implementing and maintaining a board's governance manual.
Update: In June 2018, the State Services Commission published an update to its Conflicts of Interest guidance
Update: March 2014 to reflect changes made to State sector legislation in 2013.
Please note that the guidance is not prescriptive. Entities should ensure the issues are covered in their own documentation, while allowing for the context of the entity concerned, and tailoring the material appropriately. This guidance does not cover all topics relevant to governance, and many boards' manuals will need to include additional material to suit their legal circumstances and particular activities.
Coverage of this guidance
This guidance applies to Crown Agents, Autonomous Crown Entities and Independent Crown Entities and their subsidiaries (excluding District Health Boards and Corporations Sole). This guidance does not apply to Crown entity companies, Tertiary Education Institutes or School Boards of Trustees. To locate information sources for these entities refer to publicservice.govt.nz/crown-entity-governance.
Purpose of this guidance
Every statutory Crown entity is expected to have a board governance manual that reflects good practice standards.
Governance includes the processes by which organisations are directed, controlled and held to account.
This guidance seeks to improve the standard of governance manuals so that board members are able to meet the expectations of Ministers. It also aims to strengthen the public's trust by promoting consistent practices in key areas, such as declaring interests or dealing with gifts.
This guidance is a resource to support the preparation of such manuals, recognising that the fundamentals of good governance are common to all entities, despite their widely-differing roles and relationships.
Crown entity governance is different from governance in the private or not-for-profit sectors. Governance in the State sector has added obligations and complexities derived from the ethos of public service, the ministerial role and relationships, and the impact that Crown entities have on individuals, business and communities in New Zealand.
Who is this guidance for
This guidance is intended for those people charged with developing, implementing and maintaining a board's governance manual. Many Crown entities already have well-developed governance manuals and guidance; others may cover some but not all topics fully. The guidance should be used to ensure that all boards have a governance manual that meets good practice requirements across the range of topics.
How to use this guidance
The guidance is not prescriptive. Entities should ensure the issues are covered in their own documentation, while allowing for the context of the entity concerned, and tailoring the material appropriately.
This guidance does not cover all topics relevant to governance, and many boards' manuals will need to include additional material to suit their legal circumstances and particular activities.
Guidance documents are in themselves not enough to guarantee appropriate behaviour and practices. They need to be supplemented by internal procedures that are followed and respected, and that will assure stakeholders that the entity concerned takes its obligations as part of the State services seriously.
Further advice on the implementation of this guidance can be sought from the Chief Legal Advisor, State Services Commission, phone (04) 495-6600 or email commission@publicservice.govt.nz. If you have questions that particularly relate to chapters 14 and 15, in the first instance please contact your monitoring department. General enquiries on these two chapters can be emailed to performanceinfo@treasury.govt.nz.