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Guidance for Statutory Crown Entities - Resource for Preparation of Governance Manuals

  1. Section 01
    Relevant legislation
  2. Section 02
    Functions and powers of the entity
  3. Section 03
    Boards as leaders: organisational culture
  4. Section 04
    Critical relationships
  5. Section 05
    Collective duties of the board and individual duties of board members
  6. Section 06
    Role of the board chair
  7. Section 07
    General responsibilities of members
  8. Section 08
    Members' interests and conflicts: identification, disclosure and management
  9. Section 09
    Disclosure of information
  10. Section 10
    Gifts, benefits and hospitality
  11. Section 11
    Board meeting procedures
  12. Section 12
    Board committees
  13. Section 13
    Delegations
  14. Section 14
    Crown entities as employers
  15. Section 15
    Subsidiaries
  16. Section 16
    Planning and reporting
  17. Section 17
    Board and member performance evaluation
  18. Section 18
    Board appointments and reappointment
  19. Section 19
    Remuneration and expenses for board members
  20. Section 20
    Liability and protection from legal claims or proceedings
  21. Section 21
    Summary of minimum content for a governance manual
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In the course of their work board members will often have access to information that is commercially sensitive or valuable, or that could be personally sensitive for others.  For boards and entities to be trusted, this information needs to be handled with the highest standards of care and integrity and in a manner consistent with the relevant legislation. 

Principles 

Under s57 of the CEA, board members must not disclose to any person, or make use of or act on information they receive as a member, and to which they would not otherwise have had access; unless it is: 

  • in the performance of the entity’s functions 
  • as required or permitted by law 
  • in complying with the requirement for the member to disclose their interests  
  • where the member has been authorised by the board or by the responsible Minister to disclose the information, or 
  • if the disclosure, use or act in question will not prejudice the entity or will be unlikely to do so. 

There are some exceptions under s57(2) of the CEA, in which a member may disclose, make use of, or act on such information, provided that: 

  • the member is first authorised to do so by the board 
  • the disclosure, use, or act in question will not, or will be unlikely to, prejudice the entity. 

An example where disclosure is required or permitted by law is where it is made in accordance with the Official Information Act. 

Summary: Disclosure of information 

At a minimum a good governance manual should cover: 

  • The requirement for board members to handle information that they obtain in their board role according to the requirements of s57 of the CEA and consistently with any board policies. 
  1. Section 08
    Members' interests and conflicts: identification, disclosure and management
  2. Section 10
    Gifts, benefits and hospitality