Code of Conduct for Conservation Board Members

Contents

Introduction

1. Skills and attributes of Board members
2. Summary of Board member performance expectations
3. Independence
4. Impartiality
5. Accountability
6. Expectations around relationships
  6.1 Working relationships with DOC
  6.2 Working relationships with whanau, hapū, iwi and mana whenua
  6.3 Working relationships with the community
  6.4 Working relationships with fellow Board members
7. Interaction with the media
8. Meeting attendance
9. Interests and conflicts of interest
10. Conduct when debating matters
11. Keeping information secure
12. Political neutrality
13. Fiscal responsibility
14. Gifts and hospitality
15. Continuing professional development
16. Breaches of the Conservation Act or Code of Conduct
  16.1 Overview
  16.2 Breaches of the Conservation Act 1987
  16.3 Breach of Code of Conduct not amounting to a statutory breach

Introduction

The primary purpose of this Code of Conduct for Conservation Board Members is to promote an inclusive and constructive Board culture, by setting out standards of conduct for individual Board members. It reflects the desired core values of a Conservation Board.

Conservation Boards provide a vital link between their local community and DOC.  The success of a Board in establishing and maintaining these links depends greatly on how they are perceived.

Any dysfunction within a Board has the potential to create mistrust, attract negative media attention, and undermine the morale and the goodwill of everyone associated with the Board. Falling short of the standards communicated in this Code may require remedial action to be taken within the Board or, in serious cases, require the involvement of the Minister. The Code provides guidance if there is an alleged breach of the standards and expectations in the Code, or a breach of general expectations concerning Board member conduct. 

When expected standards of professional behaviour between members and other parties are clear, a high level of trust and engagement results.  This in turn provides an enhanced experience for the individuals that serve on a Conservation Board.

Members will be provided with this Code during their induction and should sign to show they are committed to behaving in a professional and respectful manner as Board members..

This Code complements other Conservation Board resources and should be read in conjunction with:

• Governing legislation, in particular the Conservation Act 1987 and LGOIMA
• The Conservation Board Manual
• Any Standing Orders applicable to the Board
• Any applicable Conservation Board policies.

The expectations contained in this Code reflect a mix of common law and statutory duties developed for private and public governance entities. Individual member expectations in this Code of Conduct are heavily informed by the Companies Act 1993, Crown Entities Act 2004 and Local Government New Zealand (LGNZ) Code of Conduct Guidelines.

This Code of Conduct will be reviewed periodically by DOC in consultation with Conservation Boards and the NZCA, to ensure its continued currency and applicability. The latest version is available to Conservation Boards through the DOC website at: www.doc.govt.nz/conservationboards

Definitions used in this Code of Conduct

Board/Boards refers to Conservation Boards

Code/Code of Conduct refers to this Code of Conduct for Conservation Board Members

DOC refers to Te Papa Atawhai | Department of Conservation and the Director-General of Conservation interchangeably.  Other sources may refer to DOC as ‘the Department’.

LGOIMA refers to the Local Government Official Information and Meetings Act 1987.

The Act refers to the Conservation Act 1987, unless otherwise specified.

The Minister refers to the Minister of Conservation.

The NZCA refers to the New Zealand Conservation Authority.

1. Skills and attributes a Board member should possess

Some general qualities an effective Board member will possess are:

• Self-awareness
• Integrity and credibility
• Wide general knowledge
• Breadth of vision
• An inquiring mind
• Independence and objectivity of thought
• Ability to make a time commitment
• Ability to work effectively within a team
• Ability to interact constructively with all other members
• Ability to communicate, listen and seek others’ input
• Effective debating and decision-making skills.

2. Summary of Board member performance expectations

Individual Conservation Board member duties reflect a mix of common law and statutory duties developed for both private and public governance entities. Board members are expected to:

• Comply with any governing legislation
• Act with honesty and integrity
• Act in good faith and not at the expense of the Board’s interests
• Demonstrate commitment and professionalism in undertaking duties and responsibilities
• Attend all meetings in full, and actively contribute at meetings
• Contribute to Board activity and action points arising from meetings
• Arrive prepared for meetings, including reviewing agenda material and the background of issues to be raised
• Fully disclose interests and conflicts of interest
• Protect confidential information
• Participate in Board and individual evaluations on an annual basis.

3. Independence

Independence relates to the absence of external influences on an individual.

Some Board members are nominated to a Board by an organisation or group they are affiliated to, an iwi, or by an individual.  For the avoidance of doubt:

• Board members whose membership is not specifically provided for in legislation (ie members appointed under the 'standard' process in the Conservation Act at s6P(2)) do NOT represent their nominator but may contribute the perspective of their nominator to the Board. 
• Board members provided for in the Conservation Act ss6P (4A), (5), (6), (7), (7A), 7(B), and 7(C)and s93 of the Ngāti Rangi Claims Settlement Act 2019, do NOT represent their iwi but may contribute the perspective of their iwi to the Board. 
• Members of Te Hiku o Te Ika Conservation Board appointed under the group of Te Hiku iwi Treaty settlement legislation DO represent their iwi on the Board, as representation is specifically provided for in their Treaty settlements.

See section 12.1 of the Conservation Board Manual for more information on the different types of Board appointments.

All members should take an inclusive view to considering issues, rather than seeking only to further the interests of their nominator.  A Board’s decisions must factor in the context of the Board’s local community, the best interests of conservation and consistency with conservation legislation.

Any issues that arise around a Board member’s independence or perceived independence are dealt with as potential conflicts of interest. See section 9 of the Conservation Board Manual for more information on conflicts of interest.

4. Impartiality

Impartiality relates to the absence of bias, prejudice or predetermination.

Board members must show independence and impartiality in decision making.  Any decision of the Board must be able to be trusted to have been:

• based on its own merits
• made using a fair and transparent process
• made in the best interest of their community.

Failure to show that the above factors have been considered in decision-making creates a risk that a Board’s decision could be legally reviewed and overturned.

Members are expected to continue developing their awareness of this topic during their term on the Board.

5. Accountability

Boards have a range of statutory duties and functions under conservation and other legislation and are accountable to both the Minister and the public. 

Individual accountability of members is to the Board and is reflected in the expectation of full and active meeting participation, preparation, protection of confidential information, high standards of integrity and other aspects of professional conduct.

6. Expectations around working relationships

6.1 Working relationships with DOC

Board members have an important working relationship with DOC servicing staff and other DOC staff - in particular, the Operations Director. The success of this relationship depends on effective communication including sharing of information.

Members are expected to be courteous in their dealings with all DOC staff, many of whom have other duties in addition to supporting the Board’s functions. 

6.2 Working relationships with whānau, hapū, iwi and mana whenua

The Conservation Act contains references to working with Māori.  This includes provisions of the Act which specify representatives of certain iwi must be appointed to certain Conservation Boards, a result of Treaty settlement negotiations. 

Members are expected to demonstrate cultural sensitivity and, in particular, acknowledge the spiritual, traditional, cultural and historic associations that all Māori have with the land, waters and indigenous flora and fauna in Aotearoa New Zealand.  Māori, as tangata whenua, have a unique relationship with their ancestral lands, waters, wāhi tapu (sacred sites) and taonga (treasures).

The concept of kaitiakitanga (guardianship, stewardship, protection) gives Māori a cultural mandate to preserve, protect and manage Aotearoa New Zealand’s natural and historic resources.  Section 6(a) of the Conservation Act gives DOC a statutory mandate to manage public conservation land held under the Act, plus other natural and historic resources managed by DOC.  In effect, Māori and the Crown act in accordance with the same principles, but these principles derive from different places.

The Conservation Act must be interpreted and administered so as to give effect to the principles of the Treaty of Waitangi.  This is contained in section 4 of the Act and informs all statutory decision-making for a Board.  A Board needs to be able to show how it has considered Treaty principles and given effect to them in the work it carries out under the Act.

Board members must demonstrate an understanding, or a willingness to understand, te ao Māori perspective of issues that impact manawhenua within the Board’s rohe (area of jurisdiction).  (‘Manawhenua’ is a term defined in the Conservation Act and describes the customary authority exercised by an iwi, hapū in an identified area. ‘Mana whenua’ describes the iwi and hapū who hold the customary authority.)

This includes an understanding of:

• Mātauranga Māori (the Māori world view, which encompasses kawa (cultural practices) and tikanga (cultural principles) to inform the way Māori critique, examine, analyse and understand the world).
• The historic and contemporary relevance of te Tiriti o Waitangi/Treaty of Waitangi.
• Key concepts around the relationship between Māori and the whenua, moana and awa of Aotearoa New Zealand.
• The context of contemporary Crown-Māori relations.

Board members are provided with induction training which includes receiving an introduction to representatives of mana whenua and an overview of conservation matters in their Board’s rohe. Members are encouraged to build on that knowledge base during their term.

6.3 Working relationships with the community

Conservation Boards were established to provide advice on conservation matters in their rohe, and to review, amend, and monitor regional plans and strategies for conservation. Members are appointed as representatives of their local community and provide a community voice within the conservation framework. Conservation Boards regularly engage with the community, for example through Board meetings, public events, during field trips and during Conservation Week each year.

Board members should interact with members of the public in a way that shows that the Board encourages and values community input. Board meetings under LGOIMA are open to the public.  Board members will respect the right of the public to express their views and show a willingness to hear the views of members of the public with an open mind, even if the views differ from their own.

To assist Conservation Boards in promoting their work in their communities (for example through social and other media), Board members should be mindful of representing their Board in a positive and professional manner.

6.4 Working relationships with fellow Board members

Board members are appointed by the Minister to represent the interests of nature conservation, natural earth and marine sciences, recreation, tourism, and the local community including the mana whenua of the area.

The composition of each Conservation Board is chosen by the Minister to achieve a balance of experience, geographic spread, gender, age, and representation of community interests.   This encourages diversity of thought and perspectives. 

All members have the right to express their views and opinions in a meeting, and for these to be respected by other members.

Outside of meetings, it is expected that Board members will not speak in a derogatory manner about the Board, fellow Board members. or misrepresent the statements or actions of other members or the Board as a whole.

7. Interaction with the media

Members may be approached by the media from time to time to comment on a particular issue, especially if the issue is one of high public interest. Board members may speak to the media in a personal capacity, however members must take care to ensure the media is aware that the member is not representing the views of the Board.

Boards speak with one voice.  The Board Chair will generally be the spokesperson for the official views of the Board but may choose to delegate this function to another Board member.  No member may comment to media on behalf of the Board without a specific delegation from the Chair to do so.

Members must observe collective responsibility (ie they must agree to be bound by a decision of the Board even if they do not personally support the decision).  A member must not make statements to the media that bring the Board into disrepute or make derogatory comments regarding other Board members, the Minister or DOC staff.

8. Meeting attendance

Members are expected to allocate an adequate amount of time to prepare for meetings, attend Board and committee meetings and carry out other duties that may be required.

Members should avoid overcommitting (including to other roles), as they should retain flexibility to allocate more time if major or urgent Board issues arise. Members are expected to resign from the Board if they are unable to allocate sufficient time and attention to their Board duties.

The membership of each Board is carefully considered to provide the balance of competencies and skills necessary to best conduct the Board’s affairs. If any member is absent, especially over a period of time, this could have a negative impact on Board deliberations.

Boards agree in advance on a schedule of meeting dates to enable members to manage their other commitments to ensure attendance.  If a member misses more than one consecutive meeting in a year, this becomes a matter of concern to the Board, unless there has been an approved leave of absence for justifiable reasons, such as illness.

Partial attendance at meetings (ie leaving early or being absent for significant parts of a meeting) is also a matter of concern as it disrupts discussions, denies the Board the benefit of that member's expertise and causes a loss of continuity in Board discussions and decisions.

Ongoing non-participation may be viewed as neglect of duty or inability to perform the functions of the office (s6R(2)) and may result in a member being removed from a Board by the Minister.

9. Interests and conflicts of interest

Many Board members have close connections with businesses, not-for-profit and other community organisations, and/or local iwi that may have links to conservation.  This raises potential for a conflict of interest to arise for any Board member during their term.

Board members must not pursue their own interests at the expense of the interests of the Board. Members should not gain an advantage (or be perceived to gain an advantage) from their position as a member of the Board.  Members should:

• Disclose personal interests
• Ensure they are free from any obligation to another party or organisation whose interests conflict with those of the Board
• Avoid situations that could impair their objectivity or create a personal bias that would (or would reasonably be seen to) influence their judgement
• Avoid any situation where action they take in their capacity as a Board member could be seen to influence, or be influenced by, a private interest that they, a family member or close friend may hold.

More information on interests and conflicts of interest is contained in section 9 of the Conservation Board Manual.

10. Conduct when debating matters

Board members are chosen for their ability to contribute the perspectives of various parts of the community and various local interests.  It is therefore expected that a range of differing viewpoints will be present at a Board meeting.  Debate on matters is encouraged.  Constructive debate focuses on issues rather than personalities.

While a Board should always strive for consensus on a matter, members have a right to dissent, and this right will be respected. 

Decisions are reached by a majority of Board members present at a meeting using informed and inclusive approaches.  Once a majority decision has been reached this becomes a decision of the Board. See section 7.2 of the Conservation Board Manual for more information on collective responsibility.

11. Keeping information secure

Board members have a duty of care to ensure the security of Board information they receive, either in hard copy or electronically. This includes Board information and communication held on members’ personal devices.

Board members must not disclose confidential information and must not use confidential information for any purpose other than the purpose for which the information was supplied to them.  Any confidential Board papers remain the property of the Board and must be securely destroyed or returned at the end of a member’s term.

See section 10 of the Conservation Board Manual for more information on protecting confidential Board information.

12. Political neutrality

Board members are expected to maintain political neutrality, especially at election times when there is generally a higher level of scrutiny of public organisations.

If a Board member wishes to stand for Parliament or be placed on a party list, they are expected to request a leave of absence from their Board position once their intention is publicly announced, (although this may be overridden by Ministerial discretion).  If a Board member is elected to Parliament, they are expected to resign from the Board.

If a member stands as a candidate in local or regional body elections, this may create perceived or actual conflict between the role of the Board and the local or regional body.  The member should contact the Board Chair to discuss options.

13. Fiscal responsibility

Board members should be mindful that Board meetings, field trips and other activities are taxpayer funded.  Boards must be seen to carry out their functions transparently, economically and sustainably.  Board members must only claim for legitimate expenses incurred and should endeavour to keep these at a reasonable level.

14. Gifts and hospitality

Members should carefully consider any gift or hospitality offered to them and may wish to check with the Board Chair before accepting. See section 11.8 of the Conservation Board Manual for more information on dealing with offers of gifts and hospitality.

15. Continuing professional development

All newly appointed Board members are provided with induction training. 

Board members should also take reasonable steps to increase their knowledge around issues relevant to their role during their time on the Conservation Board.  This will generally take the form of self-directed and self-funded study or research, but members are also encouraged to communicate their professional development goals during Board self-evaluations - see section 13 of the Conservation Board Manual for more information.  There may be opportunities for training to increase members’ skill and knowledge in areas of conservation and governance.

16. Breaches of the Conservation Act or Code of Conduct

16.1 Overview

This Code of Conduct reflects an agreement between Board members about behaviour they expect from one another and themselves. The Code does not have the force of law but is an important part of the Minister’s expectations of Conservation Boards and their members.

Any complaint that a member has breached a provision of the Conservation Act, or specific or general expectations of behaviour contained within this Code of Conduct should be directed to the Board Chair in the first instance.

16.2 Breaches of the Conservation Act 1987

Under  s 6R(2) of the Conservation Act, a member can be removed from office by the Minister only for the following reasons:

• Bankruptcy
• Inability to perform the functions of office
• Neglect of duty; and
• Misconduct.

The reasons are not specifically defined in the legislation, so factors such as neglect of duty or misconduct are largely open to interpretation, although case law may assist.  If a Board is dealing with an allegation of a breach of any of these statutory provisions, the parties involved are urged to seek independent legal advice.

16.3 Breach of Code of Conduct not amounting to a statutory breach

Members may only be removed from office for breaches of the Conservation Act. It is possible that a clear and confirmed breach of the Code of Conduct may amount to a statutory breach and grounds for removal under the Act. 

However, sometimes a member’s breach of the Code will not reach the statutory threshold. In these cases, the Board may consider remedial and improvement-focused measures to support the Board member’s performance or improve working relationships between Board members.  For example, a Board may request that a member:

• Attends a relevant training or refresher course
• Works with a mentor for a period of time
• Participates in voluntary mediation (if there is a conflict between two or more members).

The Board may consider other actions to address unsatisfactory conduct, such as:

• Letter of censure to the member
• Request for an apology to be made either privately or publicly
• Vote of no confidence in the member
• Limitation on dealings with any/all Board members apart from the Chair
• Suspension from Board meetings
• Invitation for the member to consider resigning from the Board.

Any decision to apply any of the measures suggested above should be made by the Board in a public meeting, unless some aspect of the matter makes it more appropriate to discuss the matter with the public excluded. See section 8.14 of the Conservation Board Manual for more information on excluding the public from meetings.

Any proposed measures should be recorded in writing, agreed by all parties and reviewed at an appropriate time to assess whether the measures taken have been successful.