Functions and powers of the entity
Collective duties of the board and individual duties of board members
Role of the board chair
General responsibilities of members
Members' interests and conflicts: identification, disclosure and management
Disclosure of information
Gifts and hospitality
Board meeting procedures
Crown entities as employers
Planning and reporting
Board and member performance evaluation
Board appointments and reappointment
Remuneration and expenses for board members
Liability and protection from legal claims or proceedings
Summary of minimum content for a governance manual by chapter
Boards need a clear understanding of any legal provisions regarding their meeting procedures, and to organise their business in a way that meets statutory obligations and the expectations of their stakeholders, while maximising the use of members' time and skills.
Schedule 5 of the Crown Entities Act 2004 (CE Act) states that boards may regulate their own procedures except where these are laid down under that Act or in any other legislation. The provisions in Schedule 5 that boards are required to follow cover:
- responsibility for appointing the times and places of ordinary meetings of the board and for calling special meetings;
- the form in which a notice of meeting has to be given;
- methods of holding meetings, which can include audio- or video-conferencing;
- establishing a quorum for a board, and the fact that business may not be transacted if a quorum is not present;
- special provisions for a board if there is only one member available to act;
- who presides at a meeting, including arrangements for when the chairperson is not present, or is interested in a matter under consideration;
- voting procedures at meetings, including provisions on majority voting and dissensions;
- unanimous written resolutions as an acceptable alternative to decisions passed at a meeting.
In addition to meeting all legal provisions, boards should establish a planning process and timetable. This would help ensure they address in a timely way such regular activities as completing strategic planning documents, reviewing regular reports received by the board, undertaking chief executive remuneration reviews, meeting with Ministers, addressing risks and providing sufficient notice of board committee meetings. A sample Ministry for Culture and Heritage board planner is available as an example of good practice:
Other practices to be followed by boards could include using a consistent draft agenda for the board and its committees, and clarifying expense entitlements and procedures for board members.
Governance manual content: Board meeting procedures
At a minimum a good governance manual should cover:
- the meeting procedure requirements that are set out in Schedule 5 of the CE Act and in the entity's own legislation;
- additional provisions that will assist the smooth functioning of the board's business; and
- processes to ensure effective forward planning of the board's regular activities.