Te Aratohu mō te Kopou me te Whakauru Mema Poari Guide: Board Appointment and Induction Guidelines (BAIG)
Te whakarite kopounga Planning appointments
Te kimi kaitono Recruiting candidates
Te aromatawai kaitono Assessing candidates
Te mātai i te takenga Checking background
Te whakatau i te utu Setting remuneration
Te matatapu me ngā paerewa Privacy principles
Te kopou kaitono Appointing candidates
Te whakauru kaitono Inducting appointees
Te horopaki ā-ture Legislative background
The background checking table
Good planning is a hallmark of a transparent appointment process.
Te whakarite kopounga Planning appointments
Plans should factor in the needs of the appointer and the need to ensure a diverse field of candidates. Appointment plans should include consideration of clarifying the role requirements, recruitment, the shortlisting, selection and appointment processes.
Framework for appointments
Officials need to be familiar with any ‘documents’ relating to an agency or body that provide guidance to the appointment process required.
These can include legislation, trust deeds, terms of reference, and Cabinet papers. These documents may:
- clarify the responsibility for recommending and/or making appointments, including consultation requirements
- specify if the vacancies must be advertised or if nominations must be sought from occupational or industry bodies
- identify skills, qualifications or experience required by appointees
- establish terms of appointment and the process for setting remuneration
- specify who may dismiss a member and on what
The make-up of an effective board
It’s important that the board contains a balance of skills, knowledge, attributes, and experience that matches the strategic direction and needs of the entity and of New Zealand. The emphasis is on appointing the person with the best knowledge skills and experience whilst also taking in to account the overall composition of the board in terms of diversity and inclusion needs. The recruitment approach undertaken will directly impact on the success of responses from potential candidates and help to ensure that effective members are appointed to boards.
Departments should ensure they have full and accessible information on the terms and conditions of appointment of current members of all boards for which their minister is responsible, ensuring their administrative systems will provide reminders about upcoming vacancies in good time. At the beginning of the appointment process, a helpful first step is to draw up a project timeline for the appointment process, considering the factors outlined in the flowchart on page 3. This also includes who should be consulted and engaged in the process and when.
Throughout the recruitment and appointment process, everyone involved needs to clearly understand their respective roles, both in terms of formal authority and decisions based on delegated responsibilities. As a rule, boards need to be maintained at 'full strength' (i.e. with the required mix of knowledge, skills and experience, enough numbers for a quorum to be available consistently, and avoiding a workload that becomes unmanageable). In some circumstances, a minister may choose to not to fill a vacancy immediately for specific reasons such as the development of new strategic direction or an expansion of the entity’s functions. In these circumstances, the chair may need time to plan how to address skill gaps.
Diversity of membership
Government has a commitment to see a more diverse range of people appointed to government bodies to reflect the makeup of Aotearoa New Zealand. Cabinet has directed those involved in appointment processes to explore alternative means of finding candidates if existing methods do not produce a suitable balance of people for consideration. Figure 2 on page 10 provides the key channels for promoting and seeking candidates. If these channels fail to produce the desired results, having further targeted discussions with the nominating agencies may lead to a more thorough and informed search before looking to other methods such as commercial search organisations.
The Crown Entities Act 2004 section 29(2)(b) provides that, subject to requirements concerning merit, ministers making or recommending appointments to boards must consider the desirability of promoting diversity of membership, to ensure that the work of boards benefits from participation that reflects New Zealand society. Cabinet circular CO (02) 16 provides information on diversity requirements for public sector boards.
The Public Service Act 2020, section 14 lays out the role of the Public Service in supporting the Crown in its relationship with Māori under Te Tiriti o Waitangi. The responsibilities include developing and maintaining the capability of the Public Service to engage with Māori and to understand Māori perspectives.
To seek skills, knowledge, and experience, such as cultural capability and insight, gender diversity and diversity of thought, consider reviewing the requirements in role descriptions to ensure that these attributes are appropriately considered. These attributes exist alongside governance capabilities ordinarily required and while these are sometimes overlooked, they are critical to ensure the system is being responsive to the needs of all people in New Zealand.
Te Kawa Mataaho Public Service Commission (the Commission) has been working to eliminate the gender pay gap and provide advice on recruitment strategies and processes to ensure they’re free from bias. includes a suggested framework for developing the goals, strategy and actions that underpin a bias-free recruitment process. Many of these principles are also helpful for the board appointments process.
Boards should have an ongoing process for identifying, developing, or seeking the skills they will need to meet the challenges they face in the foreseeable future. Feedback from the chair should be factored into the board appointment process. A key element is to achieve a balance between the ideas and approaches those new members can bring and the value that comes from retaining the experience of existing members. Staggering the terms of office of board members helps to ensure a core of experience is always available.
Succession planning for board chairs is likely to attract greater attention from ministers: for instance, whether a future prospective candidate for the chair should first serve a term as board member. Equally important is timing, as announcing a new board chair too 'soon' may hinder the current board's ability to make decisions, however there may be circumstances where announcements may be appropriate.
Issues concerning new boards
When a new board is being established, early engagement with the minister and with stakeholders will be particularly important, to ensure the board has the appropriate leadership and attributes to be effective and credible in fulfilling its role. When a new Crown entity is established, ministers may wish to appoint an establishment or interim chair and/or board until the entity’s establishment legislation is given effect.
Establishing a new board provides a good opportunity to clarify expectations and relationships from the start of the board's life. Considering the full complement of members at the same time also enables consideration of the diversity and balance of the board membership. Departments should pay attention to providing information on interests and the duties of members when a new board is being appointed. Departments also need to identify how fees will be set for the board and ensure that this process runs concurrently with the appointment process (see ).
Many factors impact on the time taken to complete the process, including the fact that appointments require reference to Cabinet.
Where possible, departments should start the process for appointing board members at least six months before the expiry of a current term, and at least nine months ahead if the vacancy is for a chair. At the earliest possible stage, the minister's view should be sought on whether reappointment of an incumbent is likely to be considered (see Terms of office). In some instances, a board chair may anticipate retirement or the end of their term of appointment and engage with the minister on future governance needs. These conversations may provide useful insights to a board’s capability, attributes, and skill gaps.
A minister may wish to know more about the board vacancy in the context of other portfolios or across sectors. The Cabinet Office issues a Schedule of Upcoming Appointments to ministers at the beginning of each calendar year. Ministers are advised to contact the office of the responsible minister as early as possible in the appointment 'cycle' if targeted conversations are required about specific appointments.
Time must be allowed for the process to proceed in a thorough manner, although some vacancies arise unexpectedly (e.g. in the event of the sudden resignation or death of a member) in which case it may not be possible to follow the full process. If important aspects of the process are done under pressure, there’s a risk of an inadequate search for candidates with the desired skills, incomplete reference checks, poorly informed candidates, or rushed interviewing.
Timetable for filling a vacancy
The timetable for filling a board member vacancy should take the following into account:
- when the incumbent's term ends
- whether the minister has nomination proposals, or wishes to seek nominations from other ministers or stakeholders
- review of the position description, considering the board's current mix of knowledge, skills and experience alongside the diversity mix
- advertising through appropriate channels, and the closing date
- whether search consultants are to be used (usually for specialist or critical appointments only)
- the need for consultation with stakeholders including provisions in relevant legislation
- advising nominating agencies of the skill and diversity requirements for the vacancy, so they can suggest suitable candidates (see Nomination services)
- whether legislation requires a board to include members with specific qualifications or consult sector/interest group representatives
- the time needed for interviewing and undertaking referee checks, plus availability of chairs and other directors for the interview panel
- the requirements of the Cabinet process (see Governor-General: three types of appointment).
When seeking an appointment for a chair or deputy chair, the considerations may differ.
Getting the minister’s agreement to the process
On identifying an impending vacancy, the department should – in consultation with the board chair – notify the responsible minister in writing, to (see step 3 in appointment flowchart):
- seek the minister’s advice on any preferences for filling the vacancy, including any consultation with colleagues if desired
- recommend an appointment process, channels, and approach to recruitment
- provide a tailored and inclusive position description, including the skills and experience required to fill the vacancy to supplement any general information that is already available
- the board's current make-up, the entity's future work programme and where appropriate, the minister’s expectations letter
- explain the basic legislative and Cabinet requirements associated with the appointment, including the applicable timelines
- advise if a fees review will be undertaken concurrently with the appointment process.