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

Please note that the guidance is not prescriptive.  Entities should ensure the issues are covered in their own documentation, while allowing for the context of the entity concerned, and tailoring the material appropriately.  This guidance does not cover all topics relevant to governance, and many boards' manuals will need to include additional material to suit their legal circumstances and particular activities.

Coverage of this guidance

This guidance applies to Crown Agents, Autonomous Crown Entities and Independent Crown Entities and their subsidiaries (excluding District Health Boards and Corporations Sole). This guidance does not apply to Crown entity companies, Tertiary Education Institutes or School Boards of Trustees. 

Purpose of this guidance

Every statutory Crown entity is expected to have a board governance manual that reflects good practice standards.

Governance includes the processes by which organisations are directed, controlled and held to account. 

This guidance seeks to improve the standard of governance manuals so that board members are able to meet the expectations of Ministers. It also aims to strengthen the public’s trust by promoting consistent practices in key areas, such as declaring interests or dealing with gifts.

The guidance is a resource to support the preparation of such manuals, recognising that the fundamentals of good governance are common to all entities, despite their widely differing roles and relationships. The guidance specifically points to sections of the Crown Entities Act 2004 to which should be referenced in governance manuals.

Crown entity governance is different from governance in the private or not-for-profit sectors. Crown entities have a significant and important role in supporting the delivery of a range of critical public services. In 2022, Crown entities:

• collectively employed 70% of central Government employees
• held 54% of fixed assets on the Crown’s balance sheet
• accounted for more than a third of total government expenditure (about $90 billion).

Ministers expect public sector governance to recognise obligations and complexities derived from a public service ethos, the role of ministers and high trust relationships, and the impact that Crown entities, the services they deliver and how they are delivered have on individuals, business and communities in New Zealand.

The Governance manual should clearly articulate the entity’s purpose (drawing on its legislation) and processes relating to: 

• the board’s own tasks and activities 
• matters specifically reserved for board decision-making such as authorities delegated to the chief executive (CE), the CE’s accountability for those authorities and guidance on the management of the board-CE relationship 
• boundaries on CE action. 

This guidance is intended for those people charged with developing, implementing and maintaining a statutory Crown entity board's governance manual. Many Crown entities already have well-developed governance manuals and guidance; others may cover some but not all topics fully. This guidance should be used to ensure that all boards have a governance manual that meets good practice requirements across the range of topics.  

The guidance is not prescriptive. Entities should ensure the issues are covered in their own documentation, while allowing for the context of the entity concerned, and tailoring the material appropriately.  

This guidance does not cover all topics relevant to governance, and many board manuals will need to include additional material to suit their legal circumstances and particular activities. 

Guidance documents are in themselves not enough to guarantee appropriate behaviour and practices. They need to be supplemented by internal procedures that are followed and respected, and that will assure stakeholders that the entity concerned takes seriously its obligations as part of the public sector. 

The guidance also clarifies provisions of the Crown Entities Act 2004 that should be included in a board’s governance manual.   

Further advice on the implementation of this guidance can be sought from the Crown Entities Resource Centre cerc@publicservice.govt.nz. If you have questions that particularly relate to the sections on Board appointments and reappointment, and on Remuneration and expenses for board members, in the first instance please contact your monitoring department.

This guidance applies to statutory Crown entities: Crown agents, autonomous Crown entities (ACEs) and independent Crown entities (ICEs) and their subsidiaries, excluding corporations sole.

This guidance does not apply to Crown entity companies, Tertiary Education Institutions or School Boards of Trustees. To locate information sources for these entities, contact cerc@publicservice.govt.nz