Section 7. Roles and responsibilities of the Board
IntroductionRoles and responsibilities of the Board, including Board members' collective attributes and responsibilities, the role of Board Chair and Board committees.
On this page:
- 7.1 Overview
- 7.2 Collective attributes of the Board
- 7.3 The principle of collective responsibility
- 7.4 No surprises policy
- 7.5 Role of Board Chair
- 7.6 Board committees
There are expectations and responsibilities that come with appointment to a Board. All Board members are bound by both collective and individual duties. Collective duties are set out here. Individual Board member duties and expectations are set out in the Code of Conduct for Conservation Board Members.
Collective duties set out in this section reflect that Conservation Boards operate in a more similar way to public sector boards than boards of directors in the private sector. Based on the Crown Entities Act 2004 and best practice across public sector boards, Conservation Board collective duties are to:
- Act consistently with their legislative requirements, functions and the Minister’s Letter of Expectation
- Perform their functions efficiently and effectively, and consistently with the spirit of service to the public, and in collaboration with other stakeholders where required/appropriate
- Operate in a financially responsible manner.
Although Conservation Boards are not bound by the Crown Entities Act, the collective duties above recognise that there are many similarities, especially around functioning in a publicly transparent manner.
Conservation Boards have a fundamental role to represent their community in conservation matters. This means a high standard of professionalism and integrity must be shown when a Board is performing its role.
A Conservation Board needs to:
- Be mindful and respectful of the diversity within its membership
- Be able to understand and identify the impact of its decisions and actions on its community
- Be able to take a balanced view of issues, considering the interests of its community
- Be aware of DOC’s functions and policies, its operational and legal framework, and its other major advisory groups
- Be aware of good governance principles and practice and implement these
- Understand and observe collective responsibility for its decisions
- Think strategically: focus on the big picture and take a long-term view
- Stay appraised of issues and developments affecting the local and wider conservation environment.
Board decisions bind all Board members. Members must be willing to act on and remain collectively accountable for Board decisions, even if individual members disagree with them. The Board must be committed to speaking with one voice once decisions are made.
Boards are expected to operate under a ‘no surprises’ policy. This means any issues which are likely to, or could possibly, cause the Board or the Minister embarrassment should be escalated promptly to the Board Chair.
Boards are expected to inform the Minister promptly of significant events or issues that may be contentious or could attract a high degree of public interest, whether positive or negative.
Section 6S of the Conservation Act provides that one member of the Board is to be elected by the Board to be the chairperson, for any period they think fit.
The role of Chair of a Conservation Board includes:
- Providing effective leadership and direction to the Board
- Ensuring the Minister's expectations are communicated to the Board
- Ensuring Board activity is carried out consistently with the requirements of relevant legislation
- Acting as spokesperson for the Board, ensuring the Minister and other key stakeholders are aware of the Board's views, objectives and activities
- Signing off on formal documents as required
- Ensuring that the Minister is kept informed under the 'no surprises' obligation
- Ensuring appropriate policies and structures are in place to support the Board
- Participating in the appointment process for new Board members, including providing a view on the desired composition of the Board
- Assisting in the induction process for new Board members
- Developing and approving meeting agendas
- Chairing Board meetings, ensuring sufficient time to cover all agenda items
- Managing conflicts of interest in Board meetings
- Ensuring contributions are made by all Board members; facilitating discussions and decision making.
If the Chair is absent from a meeting, the members present at the meeting shall appoint one of their members to be the chairperson of that particular meeting (s6S(3)). If the Board has a Deputy Chair, that person would generally fulfil the role. However, even if it is understood the Deputy Chair would preside at a meeting when the Chair is absent, that appointment must still be made by Board resolution and recorded in the minutes of that meeting.
A Board committee is a subset of the Board. A Board may have one or more standing committees, or a committee may be convened in response to an ad hoc need, to provide increased scrutiny and focus over a key area, or to assist with Board activities, for example, the review of a statutory planning document.
Board committees can enhance the effectiveness and efficiency of the Board, by allowing closer scrutiny and more efficient decision-making in key areas of responsibility. When Boards establish committees, they should give careful consideration to the scope and purpose, delegated powers and duties, membership, reporting procedures, and duration to apply to each committee.
Committees should be regularly reviewed to confirm their ongoing need. Good practice is to provide for a 'sunset clause' to be included in terms of reference for most committees.
The Board remains accountable for any decisions made by its committees, so there should be formal of terms of reference, with specified delegated responsibilities. The committee's reporting procedures should allow other Board members to put questions to the committee and assess its effectiveness.
A Board may wish to formalise its committee arrangements through structured terms of reference, or by creating a meeting minute which sets out the Board's agreement around the considerations outlined above.