Boards need a good combination of background experience, skills, qualifications and personal qualities to provide the foundation for a high-performing board. The recruitment and appointment process is a critical first step to ensuring effective members are appointed to boards.
Departments must 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, to ensure their administrative systems will provide reminders about pending vacancies in good time. A good first step is to draw up a project timeline for the appointment process taking into account the factors discussed below and the appointment / reappointment flowchart presented below.
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. Boards need to be maintained at 'full strength', i.e. with the required mix of skills, sufficient numbers for a quorum to be available consistently, and avoiding a workload that becomes unmanageable.
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:
- suggest a recommended appointment process
- provide a tailored position description, to supplement any general information that is already available
- offer preliminary advice on the skills and experience of the person required to fill the vacancy, in light of the board's current make-up and the entity's future work programme
- explain the basic legislative and Cabinet requirements associated with the appointment
- advise the process the department intends to run, unless the Minister directs otherwise
- advise if a fees review will be undertaken concurrently with the appointment process
- ask the Minister for an indication of the likely extent of his or her direct involvement in the process.
The appointment processes are deemed to be delegated to the department concerned, unless the Minister wants them handled differently. Ministers always retain the ultimate responsibility for the appointment. However, officials need to be familiar with all applicable legislation or other documents. For example, in addition to the Crown Entities Act 2004 enabling legislation for a particular entity may contain additional or overriding requirements that are crucial to the appointment process.
See: Appointment / reappointment flowchart for downloading printing (JPG file 190k)
Notes: (a) If a fee review is required you need to commence an aligned process and may need to adjust timelines. (b) Advertisements in this diagram cover any type of recruitment, for example, use of nominating agencies, head hunting, use of publications, websites, email trees, your own database if you have one.
Departments should give their Ministers a periodic briefing on the overall picture of upcoming board vacancies for all the entities within the Minister's portfolio/s. This should include the objectives and functions of each entity, current board membership, fees and allowances, which members' terms are expiring, whether they are eligible for reappointment, suggestions for revised skill sets and/or succession planning for the chairs.
Particular 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 is effective and credible in fulfilling its role. This 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/balance of the board membership as a whole. Departments should pay particular attention to providing information on interests and the duties of members when a new board is being appointed. Departments also need to identity how the fee will be set for the board and ensure that this process runs concurrently with the appointment process (see Chapter 3: Remuneration for members of boards and other bodies).
Timeframes and timelines
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 6 months before the expiry of a current term, and at least 9 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 the Chapter 4 section Terms of Office).
The Cabinet Office coordinates and issues a Schedule of Upcoming Appointments to Ministers at the beginning of each year, using information gathered from departments. Ministers who want to know more about a board vacancy within another portfolio should contact the office of the responsible Minister as early as possible in the appointment 'cycle'.
Time must be allowed for the process to proceed in a thorough manner, although some vacancies arise unexpectedly in which case it may not be possible to follow the full process. If important aspects of the process are done under pressure, there is a risk of an inadequate search for candidates with the desired skills, incomplete reference checks, insufficiently well-informed candidates or rushed interviewing.
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 that 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. Timing is important; for instance, announcing a new board chair too 'soon' may hinder the current board's ability to take decisions.
Timetable for filling a vacancy
The timetable for filling a vacancy needs to take account of factors such as:
- when the incumbent's terms ends
- reviewing the position description, in light of the board's current skills mix and its future focus
- advertising and closing date for applications (if relevant)
- whether search consultants are to be used
- the need for consultation with stakeholders
- whether the Minister wishes to seek nominations from other Ministers, caucus colleagues or stakeholders
- advising nominating agencies of the skill requirements for the vacancy, so they can suggest suitable candidates (see pages 14 and 15)
- whether legislation requires a board to include members with specified qualifications or representatives of particular sectors or interest groups.3
- the time needed for interviewing and undertaking referee checks
- the requirements of the Cabinet process (e.g. submissions to the Cabinet Appointments and Honours Committee, and whether the appointment has to be made by the Governor-General (refer Governor-General: Three Types of Appointment, page 34).
Appointments immediately before a general election
Wherever possible, departments should avoid proposing appointees whose terms would conclude immediately before or after a general election. It has been the practice for recent governments to exercise restraint in making significant appointments in the pre-election period - appointments not considered to be significant proceed in the usual way.4
Departments should also consider including information on upcoming appointments in briefing their responsible Minister after a general election. Further advice can be sought at the appropriate time from the Cabinet Office, or from: www.dpmc.govt.nz/cabinet/circulars.
Abbreviated appointment process
It may not always be possible to follow a full appointment process, for instance in the event of the sudden resignation or death of a member. It also may not be possible or appropriate to contact the proposed appointee before the Minister considers an appointment. In these cases, the Minister's 'certification' of the process followed, as required in the Cabinet paper, must explain the reasons and note that the appointment will be contingent upon the resolution of any outstanding issues.
3: Once a board member is appointed, then they should not let advocacy of particular interests override or undermine their governance responsibilities or duties as members. While they may bring an industry or representational lens to their role, informed by their particular knowledge and experience, they must not advocate to the detriment of good governance.
4: The term 'significant' is not defined; it is a matter of judgement. A case-by-case assessment is required, considering such factors as: the public profile of the entity, whether the entity has a strategic or decision-making role, whether the entity controls significant assets or funds, and whether the entity is an executive agency (as opposed to an advisory or technical body).