Board appointments and reappointment

Board appointment and reappointment decisions have considerable impact on board and entity performance. Generally, Ministers make the appointments, or recommend them to the Governor-General. Where possible boards, through the board chair, need to be involved in these processes. Every vacancy creates an opportunity to reassess the future needs of an entity and the skills and experience that will best complement the talents of the other board members. The chair’s involvement will be through the monitoring department or direct to the Minister.

Responsibility for the appointment 

Ministers are generally responsible for board appointments, either directly or through recommendations to the Governor-General (refer to table below). While the Minister retains the ultimate responsibility for board appointments, in practice the process is usually delegated to a monitoring department unless the Minister wishes the appointments to be handled otherwise.

Each entity needs to check its establishing legislation for exceptions under its own legislation.

The Minister or the Governor-General may only appoint a member of a board to hold the chair or deputy chair position on the same board. It is important that chairs and deputy chairs understand that they retain all their member responsibilities as well as any additional responsibilities deriving from their chair or deputy chair role.

Role of board chair in appointment processes

The Minister or monitoring department should generally engage with the board chair throughout the process.

The chair should be able to:

• reflect their knowledge of the workings of the board and its less formal interactions and relationships, as part of identifying the skills needed of the appointee
• provide feedback on the board’s annual evaluation as to the future needs of the entity (refer to the section on Summary: Board and member performance evaluation)
• assist with the updating of position descriptions
• suggest nominees for consideration.

Where possible, board chairs should also be part of the selection and interview panel that will advise the Minister.

An example of where it may not be appropriate for an incumbent chair to be involved in some or all parts of the appointment process is where the chair is being assessed for reappointment or replacement.

Board nomination registers and committees

Some Crown entities are required by their establishing legislation to have nominations registers or nominations committees, from which advice is given to the responsible Minister on proposed appointees. In this situation the Minister can refuse to appoint a person nominated but may not appoint someone who has not been nominated through the appropriate channels. Boards that are required to have nomination registers or committees need to have policies and procedures on how the nominations register works and / or terms of reference for the committee (refer to the section on on Board committees).

Terms of office for board members

Under the CEA, the term of office for board members of Crown agents and ACEs is a maximum of 3 years, and a maximum of 5 years in the case of ICE members. However, a board’s enabling legislation may specify differing provisions that take precedence over the CEA. For example, the term of office for board members who are elected as representatives of a particular ‘constituency’ is set by the relevant statute.

A chair or deputy chair may resign their chair or deputy chair position at any time, without resigning as a member of the board (schedule 5, s3 CEA).  Board members may resign their position at any time (s44 CEA). Resignations must be made by written notice to the responsible Minister with a copy given to the entity. The notice must state the date on which the resignation takes effect.

Board members on more than one government board

Generally, a board member may be a member on more than one government board at any one time, as long as there is no legislation or other rules preventing this, there are no conflicts arising from the situation and the board member has the time available to properly undertake the positions.

Reappointment principles

Ministers decide (or recommend to the Governor-General), in light of the Crown entity’s strategic direction and other considerations, whether a member should be reappointed when their term expires. Incumbent board members have no automatic right of reappointment and need to be aware that the requirements for appointment under the CEA will apply. For example:

• s29: Criteria for appointment or recommendations by the responsible Ministers
• s30: Qualifications of members
• s31: Requirements before appointments, which includes disclosure of interests.

Any further requirements under the entity's establishing legislation for appointments will also apply.

Incumbent board members will be required to provide updated curriculum vitae information to the Minister or monitoring department and may be required to attend an interview. Incumbent board members who are reappointed will receive a notice of appointment and an appointment letter, which may convey a Minister's expectations of that board member.

Appointment by the board of a temporary deputy chair

There is one situation, whereby the power of appointment is vested in the board. Under schedule 5 of the CEA, where the chair is unavailable or interested in a matter and where there is no deputy chair, or the deputy chair is also unavailable or interested in a matter, by resolution the board can appoint a temporary deputy chair who may exercise all the functions and powers of the chair. In this situation the board should ensure:

• that the person they appoint to the position has the necessary skills and experience to undertake the role
• where the appointment is not short term, that the appointee is acceptable to the Minister
• that interests and conflicts are checked prior to appointment
• they advise the Minister and monitoring department of the situation as soon as possible where it requires the Minister to undertake a new appointment process.

Post appointment induction

Ministers, boards and monitoring departments all have responsibilities in relation to induction of new board members.

The Public Service Commission has developed a set of induction modules: Induction: Crown Entity Board Members - Te Kawa Mataaho Public Service Commission to assist those giving induction sessions. The primary audience for the induction material is new board members but it may also be helpful for existing board members. These need to be shaped to the board’s situation. The Public Service Commission is happy to consider requests to assist with presentations in relation to being a Crown entity and/or public sector board member.

It is up to the chair and board to provide the detailed induction and background in relation to what their board does and how the board and entity operate.

Removal from office

Removal from office before the end of a board member’s term is an option available to Ministers. Generally, the person with authority to appoint a board member also has the power to remove or suspend a person from office. Unless there are specific statutory or governance provisions to the contrary, each board member holds office at the pleasure of the person (a Minister or the Governor-General as the case may be) who appointed them.

The table below identify who is responsible for removal of board members in each category of agency:

Where a chair or deputy chair is being removed, they can either be removed from their chair or deputy role only, thus remaining a member, or they may be removed from both roles on the board.

Elected members of Crown agents and autonomous Crown entities may only be removed by the responsible Minister for just cause. "Just cause" is explained in s40 of the CEA as including “misconduct, inability to perform the functions of office and neglect of duty”.

Board members are not employees, and no compensation is made in the event of their removal from a board.

Further information resources

If board members wish to understand further government processes in this area, they should be referred to:

• ss28 to 33 of the CEA (method of appointment, criteria for appointment, qualifications of member requirements before appointments, terms of office, elected or co-opted member) and Schedule 5(1) and 5(2) for chairs’ and deputy chairs’ appointment and term of appointment
• ss36 to 41 of the CEA for removal of board member provisions
• the entity’s establishing legislation, where applicable, which may contain further requirements
• the Public Service Commission’s Board Appointment and Induction Guidelines

Summary: Board appointments and reappointment

At a minimum, a good governance manual should cover:

• any legislative qualifications and skill requirements for participation on the board
• who is responsible for the appointments
• the chair’s role in appointments/reappointments
• policies and procedures if nominations registers or nominations committees are required
• the “no automatic right of reappointment” standard
• reappointment requirements
• grounds and responsibilities for removal from a board
• what to do if a temporary deputy chair appointment is required.