Manatū Taonga Governance Guide | Manatū Taonga | Ministry for Culture & Heritage

Introduction

An overview of the entities within the Manatū Taonga family can be found on our website.

The Manatū Taonga family deliver services and functions to the public, on behalf of the Crown. This ‘arm’s length’ relationship is an important feature of our system. It means that operational and funding decisions throughout our cultural system are distanced from political influence. However, while Ministers remain accountable for the public resources, they expect the funded agencies to deliver value for money and outcomes for New Zealanders, which requires effective governance.

The nature of the boards within the Manatū Taonga family range from Crown agents through autonomous Crown entities, independent Crown entities, and other organisations such as charitable trusts. Despite the different entity types, the principles of good governance are relevant to all these boards.

Ministers and Manatū Taonga value the significant contribution that board members make to cultural organisations and Aotearoa New Zealand. Your efforts are appreciated and are important. We hope that this guide assists you in undertaking this challenging but rewarding role.

Acknowledgement

This guide has been resourced from our own governance experience on, and working with, boards, feedback from the many chairs, members and chief executives we have dealt with throughout the years, input from our colleagues and other relevant material.

We especially acknowledge the excellent sources of good practice material provided by Te Kawa Mataaho Public Service Commission, and in two manuals published by members of the Manatū Taonga family - Sport NZ’s Nine Steps to Effective Governance: building high performing organisations, and Creative NZ’s Getting on Board: a governance resource for arts organisations.

We welcome sharing of ideas and views with board members. If you have any questions, comments, or suggestions in respect to this guide please contact our governance team at [email protected].

Declaration of AI Assistance

This document was developed with the support of Microsoft Copilot, an AI companion that assisted in editing and refining its content. All outputs generated by the AI were reviewed and validated by the author(s) to ensure accuracy, relevance, and appropriateness. The final document reflects human oversight and editorial judgment.

Further support

We hope you find this Governance Guide a helpful resource. Should you have any governance queries whilst in your role, we encourage you to speak to the Board Chair in the first instance. We are available to provide general advice to on matters such as conflicts of interest, appointment terms and resignation, appointments processes, and the role of Manatū Taonga.

For general enquiries, you can reach the team on: [email protected]

Part 1: Crown Governance

In this section:

The devolved model
Appointments to Crown boards
The principles of good Crown governance
Key government relationships for Crown boards
Letter of Expectation for Crown boards
Crown board performance and reporting documents
OIAs, PQs, and Select Committees

1.1 The devolved model

What is the devolved model?

Throughout the public sector, and in the cultural sector in particular, some responsibilities of government are devolved to agencies. Normally these are Crown entities which are covered by the Crown Entities Act 2004, but they can also be independent organisations that receive funding or mandate from the Crown.

Regardless of their classification, all such entities are entrusted with public resources and are expected to operate in a manner that is legally compliant, financially responsible, and ethically sound. Their conduct must reflect the standards appropriate to publicly funded organisations and uphold public trust.

Effective governance is central to the success of this devolved model. The government relies on these entities to deliver outcomes aligned with public policy objectives. Confidence in their performance, particularly in the leadership provided by their boards, is essential. A capable, engaged, and accountable board plays a critical role in ensuring that the organisation meets its obligations and delivers value for the public.

Why is the devolved model common in the cultural system?

The devolved model is widely adopted in the cultural system to preserve the independence and integrity of cultural expression and decision-making. Successive governments have taken the view that cultural activities funded or supported by the state should operate with day-to-day autonomy from Ministerial direction.

That means that, within the confines of the relevant laws and enabling documents (such as Deeds of Trust or Incorporated Society constitutions), the decisions regarding the development, support, and stewardship of cultural initiatives are made by individuals with appropriate expertise, experience, and insight.

By maintaining a degree of separation between government and operational decision-making, the devolved model safeguards the diversity, authenticity, and public value of cultural activity in Aotearoa New Zealand.

Government’s support for the cultural system through its entities

In 1975 a ministerial portfolio for the Arts was established and in 2000 the Ministry for Culture and Heritage was formed. A brief history of the government’s involvement in culture is available on our website.

History of government involvement in culture

On behalf of Ministers, Manatū Taonga funds or has a relationship with the boards in the Manatū Taonga family. For monitoring and support purposes, the boards are divided into the categories of arts, heritage, media, and sport. There are now more than 20 boards in the Crown cultural sector with which Manatū Taonga has a relationship and to whom all or some of the characteristics of the devolved model apply.

Devolved does not mean divorced

While the devolved model allows agencies to operate with a degree of independence from Ministers, it does not mean that Ministers can divorce themselves from all responsibility. The constitutional framework of Aotearoa New Zealand means that Ministers remain ultimately accountable for the performance and stewardship of public resources, including those managed by devolved entities.

For Crown entities, this accountability is clearly articulated in the Crown Entities Act 2004, which affirms the Minister’s enduring interest in the entity’s governance and outcomes. Board members must remain cognisant of this ‘ownership interest’ and understand that their decisions and actions contribute directly to the government’s ability to uphold its responsibilities to Parliament and the public.

Boards are therefore expected to engage constructively with Ministers and officials, ensuring transparency, responsiveness, and alignment with public sector expectations while maintaining the operational independence that is fundamental to the devolved model.

Manatū Taonga as your monitoring agency

While the Government is accountable for public funding, Ministers expect funded entities to deliver outcomes for New Zealanders. Manatū Taonga has a role as the monitoring department. We work with agencies to assess their progress against strategic goals, develop performance metrics, identify areas of strength and improvement, and advise Ministers on how entities are tracking. This relationship is outlined further in the Public Service Commission It Takes Three: Operating Expectations Framework for Statutory Crown Entities.

Board Responsibilities in upholding the Crown–Māori Relationship

Te Tiriti o Waitangi / Treaty of Waitangi is one of Aotearoa New Zealand’s key founding documents, signed in 1840 as an agreement between the Crown and Māori Rangatira. It establishes the basis for an enduring and active partnership and continues to shape our constitutional and cultural landscape.

While Crown entities are not themselves party to the Treaty, they are expected to reflect and uphold the Crown’s commitment to a good-faith, collaborative relationship with Māori. This expectation includes recognising the principles of Te Tiriti in governance, decision-making, and engagement practices.

1.2 Appointments to Crown boards

Who appoints?

Appointments to the boards of most Crown entities in the cultural system are made by or on behalf of the responsible Minister. Appointments to independent Crown entities are made by the Governor-General on recommendation of the responsible Minister. The method of appointment for each entity is detailed in the Crown Entities Act 2004 and the entity’s own enabling legislation.

For those entities that are not Crown entities, methods of appointment range from Ministerial appointments (e.g., National Pacific Media Trust) through to appointments by existing board members (e.g., Royal New Zealand Ballet), to appointments by an electoral college (e.g., Ngā Taonga Sound & Vision). The method of appointment is outlined in the organisation’s enabling documentation, which is often a Deed of Trust.

Role of Manatū Taonga

Manatū Taonga supports Ministers throughout the appointment process by managing the process of board member appointments on behalf of the relevant Minister, following appropriate protocols and best practice guidelines. A comprehensive overview of the board appointment process can be found on the Manatū Taonga website.

Your appointment

Your appointment to the board will have been made or recommended by the responsible Minister, in accordance with the Crown Entities Act 2004 and/or your entity’s enabling legislation. Appointments are merit-based, reflecting your expertise, experience and alignment with the board’s strategic objectives.

For Crown entities, board members must complete a ‘triple disclosure’ prior to appointment, this involves:

Providing written consent to the intended appointment;
Certifying they are not disqualified from serving; and
Disclosing the nature and extent of any interests.

The prerequisites for intended members of non-Crown entities will depend on their enabling documents, but the three requirements for Crown entity members provide a useful guideline for best practice when there are no prescribed requirements.

Ministerial appointments are reviewed and noted by the Cabinet Appointments and Honours Committee, then approved by Cabinet following consultation with support parties.

Once proceeded through these channels, your appointment will have been made by a formal notice or a formal letter of appointment which, for Crown entities, is publicly announced in the New Zealand Gazette. Board members are advised to retain copies of their appointment documentation.

Remuneration

Ministers are, for most agencies, responsible for setting the remuneration for members appointed to bodies in which the Crown has an interest, under the guidelines of the Cabinet Fees Framework.

Exceptions to the framework may be made after consultation with the Minister for the Public Service, and sometimes Cabinet Appointments and Honours Committee. Remuneration of members of Crown entities is disclosed in the entity’s Annual Report. Crown entity members should be aware that the board’s income and expenditure is in the public domain.

In the case of independent Crown entities, the Remuneration Authority, in accordance with the Remuneration Authority Act 1977, is responsible for setting the remuneration for members (e.g., Integrity in Sport and Recreation, Broadcasting Standards Authority, and the Sports Tribunal of New Zealand).

Fees for Crown entity companies are determined under the Crown Company Fees Methodology administered by the Treasury Te Tai Ōhanga (e.g., the Boards of Radio New Zealand and Television New Zealand).

Term expiry, resignation, and removal

The term of appointment is specified in the letter or notice of appointment. For Crown entity board members, section 32 of the Crown Entities Act 2004 states that members continue to serve in office until they are either reappointed, a successor is appointed, or they are informed by the Minister that no appointment is to be made at that time. A similar clause is often included in statutory bodies enabling legislation or document.

Under section 44 of the Crown Entities Act, a member of a Crown entity board may resign from office by written notice to the responsible Minister, with a copy to the entity, signed by the member. The resignation is effective on receipt by the responsible Minister of the notice or at any later time specified in the notice. Should a member of a Crown entity board wish to resign, they must ensure to do so in writing to the Minister and to copy in the Chair and Chief Executive of the organisation.

Removal from office may occur in accordance with the Crown Entities Act 2004. The responsible Minister may remove, or recommend the removal of, a Crown entity board member with varying degrees of discretion related to the type of Crown entity.

Irrespective of the grounds for removal, section 41 of the Crown Entities Act 2004 requires the process to adhere to the principles of natural justice and with proper consideration of the matter.

In practice, concerns regarding board member performance and conduct are typically addressed in the first instance by Manatū Taonga or the Chair of the board. Depending on the nature and severity of the issue, this may result in voluntary resignation or formal removal.

1.3 The principles of good Crown governance

Crown entity board members play a pivotal role in delivering public services, exercising statutory powers, and contributing to outcomes that directly affect the lives of New Zealanders. This position carries significant responsibility and requires adherence to high standards of integrity, professionalism, and public accountability.

Board members are required to comply with the Code of Conduct for Crown Entity Board Members, issued by the Public Service Commissioner under section 17(3) of the Public Service Act 2020. This Code sets out expectations for personal integrity, lawful behaviour, and professional conduct, to ensure boards act in the spirit of service.

Every Crown entity is expected to have a board governance manual that reflects good practice and reinforces the standards outlined in the Code of Conduct. To support this, Te Kawa Mataaho Public Service Commission has developed guidance for the preparation of board governance manuals, recognising that the fundamentals of good governance are common to all entities, despite their widely differing roles and relationships.

Below are some good governance principles for an effective board, adapted for Crown cultural agencies:

Ethical leadership: Board members must observe and foster high ethical standards and behaviours.
Board composition: The board should have a balance of independence, diversity, skills, knowledge, experience, and perspectives relevant to the entity’s purpose.
Integrity in reporting: The board should demand integrity both in financial and general reporting and in the timeliness and balance of disclosures on entity affairs.
Use of Committees: The board should use committees where this would enhance its effectiveness in key areas while retaining board responsibility.
Risk management: The board should regularly verify that the entity has appropriate processes that identify, assess and manage potential and relevant risks.
Audit oversight: The board is responsible for ensuring the quality and independence of external audit processes.
Stakeholder engagement: The board should foster constructive relationships with stakeholders that encourage appropriate engagement with the entity.
Public purpose and Crown connection: The board should respect the interests of stakeholders within the context of the entity’s ownership type and its fundamental purpose and be cognisant of the entity’s Crown connection and consequent responsibilities.
Cultural stewardship: The board will act as a guardian of cultural responsibilities conferred through legislation or enabling documents, particularly where there are specific cultural freedom provisions.
Remuneration and fees: The remuneration of directors and executives should be appropriate to a public organisation and board fees and allowances should take the Cabinet Fees Framework (or Remuneration Authority criteria) into consideration.

1.4 Key government relationships for Crown boards

As a general principle, the boards' role is as steward for its principal stakeholder – the responsible Minister. Ministers are accountable to the public interest, with a particular emphasis on their accountability and responsibility to Parliament. Manatū Taonga acts as the Minister’s agent, supporting the governance and performance of entities within the cultural sector.

Te Kawa Mataaho Public Service Commission has published guidance clarifying the respective roles and responsibilities of Ministers, monitoring departments, and Crown boards.

The Minister

The relationship between a Crown entity board and the responsible Minister is usually managed through the Chair, who may delegate aspects of this role as appropriate. Board members should be conscious of the Chair’s critical function as the conduit between the board and the Minister.

Under the Crown Entities Act 2004, the Minister’s responsibilities include:

Board appointments: Ensuring that an effective board is in place to govern the Crown entity through the appointment, reappointment and removal of board members.
Strategic direction: Participating in setting the direction of the entity, through appropriate mechanisms, such as the annual Letter of Expectations.
Performance oversight: Monitoring and reviewing the Crown entity’s performance and outcomes.
Risk management: Managing risks on behalf of the Crown.
Parliamentary accountability: Being responsible to Parliament for the entity, including responding to relevant oral and written parliamentary questions.

Manatū Taonga

As the monitoring department for cultural sector Crown entities, Manatū Taonga plays a pivotal role in supporting the Minister and ensuring effective governance and performance of entities. Its role, as monitoring department and the Minister’s agent, includes:

Supporting board appointment processes.
Ensuring the entity has clearly defined outcomes for New Zealanders.
Monitoring performance of the entity against agreed outputs and results.
Advising the Minister on the entity’s capability to achieve the desired results.
Promoting coordination amongst entities within the Minister’s portfolio.
Advising the Minister on the merits of Crown entity budget initiatives.
Ensuring that there are appropriate inductions, governance support, Crown entities strategic direction/planning processes and relevant documentation.

Other key relationships

Crown entities are subject to an annual audit carried out under the oversight of the Auditor-General, ensuring financial integrity and public accountability. Crown entities and other Crown-funded agencies may also be subject to a Parliamentary select committee review (refer to section 1.7).

Crown entities will also engage with Te Kawa Mataaho Public Service Commission on matters relating to Chief Executive appointments, performance reviews, and remuneration.

1.5 Letter of Expectation for Crown boards

Each year the responsible Minister issues a Letter of Expectations to the board of a Crown entity. This letter outlines the Minister’s strategic priorities, policy objectives, and performance expectations of the entity for the upcoming financial year. It serves as a key mechanism for the Minister to influence strategic direction of the entity.

In addition, boards should be guided by the Enduring Letter of Expectations, issued by the Minister for Public Service and the Minister of Finance, which sets out long-term expectations of public entities, usually throughout the term of Government. This enduring guidance usually reinforces the importance of public sector values, stewardship, transparency, and accountability in the governance of Crown entities.

Boards are expected to consider both letters when setting strategic direction, and expectations set by Ministers should be reflected in board accountability documents such as the Statement of Intent and Statement of Performance Expectations (refer to section 1.6).

1.6 Crown board performance and reporting documents

Crown entity boards are responsible for the oversight and approval of all statutory reporting documents. These documents are essential instruments of public accountability and transparency and are required by the Crown Entities Act 2004, these are:

Statement of Intent
Statement of Performance Expectations
Annual Report

These documents are in the name of the board and are usually signed off by or on behalf of the board. While they have their equivalent in the private sector, the special requirements of Crown governance result in a set of documents unique to the Crown.

Statement of Intent

The Statement of Intent (SOI) sets out the long-term strategic direction of the entity and provides a framework for the Crown to participate in the setting of an entity’s intentions and undertakings. It is a foundational document that enables Parliament and the public to assess the entity’s performance against its stated intentions.

Boards are expected to take active ownership of the SOI, ensuring they are fully engaged in its development, approval, and ongoing relevance. The significance of the SOI is underscored by the statutory requirement that it be signed by two board members, reflecting the board’s collective ownership and accountability.

Ministers play an important role in the development of the SOI, consistent with the principle that the Crown participates in setting the strategic direction of its entities. Drafts of the SOI must be provided to the responsible Minister, typically in April, for review and comment. The Board must take the Minister’s feedback into consideration before finalising the document. Once approved, the SOI is then presented to Parliament by the Minister and published by the entity.

Statement of Performance Expectations

The Statement of Performance Expectations (SPE) identifies what a Crown entity intends to achieve in the upcoming financial year, how achievement will be measured, and how the board intends to assess performance against its strategic intentions.

The SPE should include:

Forecast financial statements
Performance measures for each reportable class of outputs
Supporting information for activities, initiatives, and commitments which support delivery or outcomes.

Boards are responsible for ensuring the SPE is robust, measurable, and aligned with the entity’s strategic direction to sufficiently link its annual activities to the strategic intentions set out in the SOI.

Annual Reports

The Annual Report is the principal mechanism through which the entity reports on its performance and financial position for the preceding financial year. It must provide sufficient information to enable stakeholders, including Parliament and the public, to make an informed assessment of the entity’s operations and progress against its strategic intentions.

Key components of the Annual Report are:

Annual Financial Statements
Audit Report
Statements of Service Performance and Responsibility

The Annual Report must be signed by two board members (usually the Chair, Deputy Chair or Chair of the Financial, Audit and Risk Committee) on behalf of the full board, and must be presented to the Minister within 15 working days of the board receiving its Audit Report.

The Minister presents the Annual Report to the House of Representatives within five working days of receiving it, and the entity must publish its Annual Report as soon as practicable after this, and no later than 10 working days after it is received by the Minister.

1.7 OIAs, PQs, and Select Committees

Ministers are accountable to Parliament and the public for matters that relate to their portfolios. Crown entities will often need to support the responsible Minister through ministerial servicing, which includes Official Information Act (OIA) requests, Parliamentary Questions (PQs), and Select Committee hearings.

These ministerial servicing requirements form part of the governance environment in the public sector. While board members may not be directly involved in day-to-day responses, they must remain informed and engaged, particularly where matters have strategic, reputational, or operational significance. Board members with private sector experience should be especially mindful of these obligations, as they reflect the distinctive transparency and accountability requirements of Crown governance.

It is good practice for boards to have a regular report at board meetings on OIAs and PQs and for suitable procedures to be in place to enable the Chair or another board member to be aware when the subject of an OIA or PQ is such that it should be drawn immediately to board attention (and possibly board action).

Official Information Act (OIA) requests

The Official Information Act 1982 promotes transparency and public participation by granting individuals the right to access official information held by Ministers and public sector agencies, including Crown entities. The OIA is underpinned by a principle of availability, which means that all information is made available unless there is a good reason to withhold it.

OIA requests are commonly made by Members of Parliament (particularly when in Opposition), their Research Units, the media and interested members of the public. Requests can be made to Ministers, their departments, or directly to the entity concerned. If it is to the former, then information may be sought from the entity. Requests can come in many forms, including orally, and do not need to specifically reference the OIA.

Board members should be familiar with the entity’s obligations under the OIA and ensure the entity has adequate procedures in place to respond to OIA requests within legislated timeframes.

Parliamentary Questions (PQs)

PQs are a formal mechanism through which Members of Parliament seek information from Ministers. Ministers may, in turn, request input from Crown entities to assist in preparing responses. There are two types of PQs:

Written Parliamentary Questions (WPQs): These allow for considered response within a defined timeframe.
Oral Parliamentary Questions (OPQs): These are usually received on the morning of the day they will be asked in the House, requiring a rapid turnaround of accurate information.

The information provided may be used in parliamentary debate or public commentary, often with the intent of scrutinising government performance. Entities must have procedures in place to respond promptly and accurately, particularly for OPQs.

Parliamentary Select Committees

Crown entities may be called to appear before Parliamentary Select Committees, most commonly during financial reviews of an entity. These reviews give select committees the opportunity to review the entity’s performance and use of public funds.

Reviews are usually on a three-to-five-year cycle, although entities with high public profiles (such as TVNZ) may be called more frequently. The select committee will provide written questions in advance, but further questions may be asked on the day.

It would be usual for the Chair and the Chief Executive to represent the entity at Select Committee hearings. Boards should be given a full report of any review.

Part 2: Role of a Board

2.1 Governance – Management interface

Understanding the respective roles of a board (governance) and the team led by the Chief Executive (management) is a significant part of good governance. The board has overall accountability for the entity, its performance and compliance.

Governance Board

Governance is the framework and the process through which the board steers an organisation with clarity and accountability.
The board sets the strategic direction and priorities, identifies and manages risk, establishes policies and performance expectations, and continuously monitors and evaluates organisational performance.
Through these processes, the board exercises its accountability to the organisation and its stakeholders.

Management staff

Management staff are led by the organisation’s Chief Executive, or a similar title. They are responsible for the day-to-day operational activities of the organisation and should work within the organisation’s strategic direction and within the parameters delegated by the board.
Through the Chief Executive (who is an important interface), management is accountable to the board and as such, must provide suitable reporting to enable the board to effectively monitor their performance.
It is good governance to ensure that an entity has in place a clear protocol that sets out the communication channel for board members with management/staff. The Chief Executive is the key to this.

The foundational principles of good governance apply across the Manatū Taonga family, with a distinct emphasis on the responsibilities and expectations inherent in Crown governance (refer to section 1). To support effective governance, boards should consider the following key practices:

Environmental scanning: Regularly scanning the external context to ensure the organisations goals remain relevant, achieving and responsive to emerging risks and opportunities.
Risk management: Establishing and maintain a robust framework for identifying, assessing and managing risks (refer to section 2.2) to underpin sound decision making and organisational resilience.
Strategic direction: Defining the organisation’s strategic direction, including its vision, mission and strategy. Boards must have a clear understanding of the entity’s mandate as set out in its enabling legislation or equivalent founding document and should integrate insights from environmental scanning and risk assessment.
Governance framework: Developing a governance framework that clearly sets delegations and parameters for operational activities. These would often be formalised in a Board Policy Manual to provide clarity for both board and management roles.
Performance planning and resource allocation: Ensuring that key outcomes and performance measures are clearly articulated in the Statement of Intent and other strategy documents, and that resources are allocated to support delivery.
Chief Executive oversight: Appointing, supporting and evaluating performance of the Chief Executive. For Crown entities, this includes ensuring that the appropriate consultation with the Public Service Commission has occurred in respect to Chief Executive appointments, evaluation and remuneration.
Stakeholder engagement: Communicating with the organisation’s stakeholders, particularly Ministers, Manatū Taonga, and central agencies (a role often delegated to the Chief Executive) to ensure they are kept appropriately informed and can fulfil their responsibilities towards the entity.
Compliance and accountability: Ensuring that the board complies with contractual and statutory requirements, as well with its own policies.
Board performance evaluations: Setting standards for, and evaluating, the board’s own governance performance in accordance with any requirements in the organisation’s Statement of Performance Expectations.
Succession planning: Ensuring that Ministers, or other appointers, are aware of the appropriate balance needed, in the board’s view, for succession planning.

2.2 Risk awareness

Risk awareness is a cornerstone of effective governance. No strategy should be developed or pursued without first undertaking a thorough and contextually relevant assessment of risk. For Crown entities, the risk landscape also includes unique features shaped by public sector obligations and scrutiny.

Risk management is the process by which the board and chief executive ensure that the organisation deals with uncertainty to its best advantage.
- Sport NZ, Nine Steps to Effective Governance (2021)

A board’s role in relation to risk

A core responsibility of Crown entity boards is to lead a strategic approach to risk management, this includes:

Identifying, assessing and managing risk effectively
Ensuring a risk-aware culture is embedded in the organisation. For Crown entities, this includes ensuring the unique obligations of the public sector are understood.
Reviewing risks regularly and systematically
Setting clear policies that clearly define the operational boundaries within which the Chief Executive and senior management operate.
Ensuring contingency plans are in place to address risks that cannot be controlled or mitigated.

Boards must be proactive and deliberate in their oversight, recognising that risk is not merely a compliance issue but a strategic consideration that influences decision-making and organisational resilience.

Unique risk factors for Crown boards

Boards operating within the Crown governance framework must be attuned to a distinct set of risk factors, including:

Public sector transparency and scrutiny: Crown entities are subject to a high level of public scrutiny through mechanisms such as the Official Information Act, Parliamentary Questions and Select Committee appearances (refer to section 1.7).
Reporting obligations: Each entity’s enabling legislation and other statutory instruments may impose specific reporting requirements that differ from those in the private or non-governmental sectors. Boards must be familiar with these obligations and ensure compliance.
Prescribed Conflict of Interest requirements: Due to the public accountability of Crown entities, conflict of interest requirements are more stringent and must be actively managed to maintain integrity and public trust.
Ethical standards: High standards of ethical behaviour is an integral feature of operating in the public sector. Crown entity board members should refer to the Code of Conduct for Crown Entity Board Members, which outlines the minimum expectations for ethical governance.
Public perception: Boards must operate with an acute awareness of how decisions and behaviours may be perceived externally. A useful litmus test is to ask: ‘Could this be a future headline?’ or ‘What would this look like on the front page?’.

2.3 Strategic leadership

Strategic leadership is a core function of any board. It involves setting the organisation’s long-term direction, navigating uncertainty, and ensuring that the entity remains focused on delivering its purpose.

Strategic governance demands continuous attention and deliberate engagement, not just during annual planning sessions or one-off strategic retreats, but as an integral part of board deliberations and decision-making.

Defining strategic direction

Before formulating or confirming the organisation’s strategic direction, the board should ensure it has an effective system in place to identify potential barriers to success. This includes regular review of strategic and operational risks (refer to section 2.2).

Having a strategic direction requires an answer to the following core questions:

What is our purpose?
What is our vision?
Is our purpose and/or vision still relevant?
What is the ‘spirit’ of this organisation?
What is important to us?
Where is the organisation at, at present?
Where do we want to get to?
What do we want to become?
How do we want to react with each other and the outside world?

In the Crown context, boards must also comply with specific strategic planning requirements, including those outlined in enabling legislation and central government guidance (refer section 1.6).

Strategic planning in partnership

Strategic planning should be a collaborative endeavour between the board and management. Neither abdication nor dominance serve the organisation well:

Passive boards, which merely endorse management’s plans without meaningful engagement, risk failing in their governance duty.
Overbearing boards, which exclude management from the planning process, may miss critical operational insights and undermine organisational cohesion.

In practice, well-functioning strategic partnership ensures that the board provides leadership and oversight, while management contributes operational expertise and implementation capability. Together, they shape a strategy that is both visionary and executable.

2.4 Role of the Chair

The chair plays a pivotal role in ensuring that the board functions effectively and exercises sound governance. While not the ‘boss’ in the traditional sense, the chair is regarded as a ‘first among equals’, responsible for fostering cohesion across the board, and in its relationship with the Chief Executive.

An effective chair cultivates a high-performing governance team, ensuring that the board operates with discipline, strategic focus, and collective accountability. In the Crown context, the chair often serves as the public face of the board, representing its views and decisions in forums where public interest and scrutiny are high.

Key responsibilities in Crown governance

In addition to general governance duties, chairs of Crown entities carry specific responsibilities, including:

Ministerial and stakeholder engagement:
- Representing the board in formal discussions with Ministers, including in budget and planning cycles, and strategic priorities (including Statement of Intent and letters of expectations).
- Engaging Ministers on board composition, succession planning and future appointments.
- Ensuring the Minister and other key stakeholders are aware of the boards activities, perspectives and decisions.
- Upholding the ‘no surprises convention through timely and transparent communication.
Governance and compliance oversight:
- Signing off on formal governance documents (e.g., the Statement of Intent, Statement of Performance Expectations and Annual Report).
- Ensuring interest registers are in place and that conflicts are appropriately managed under the Crown Entities Act 2004.
- Having in place appropriate procedures in accordance with Schedule 5 of the Crown Entities Act 2004.
Parliamentary and public accountability:
- Attending any Select Committee appearance by the entity and representing the board in parliamentary processes.
- Ensuring either personally or by delegation that relevant Official Information Act requests and Parliamentary questions are monitored at board level.
Chief Executive leadership and liaison:
- Leading the board’s involvement in Chief Executive appointments, performance reviews, and remuneration matters.
- Engaging with the Public Service Commission in respect to Chief Executive appointments and performance reviews.

Where the chair is unavailable or conflicted, these responsibilities may be delegated to another board member, in accordance with statutory or governance requirements.

2.5 Role of a Member

Board members serve in a fiduciary capacity, entrusted with the responsibility to act in the best interests of the organisation and the public it serves. This duty requires integrity, diligence, and a commitment to the principles of good governance.

This commitment to standards of integrity and conduct is formalised in the Code of Conduct for Crown Entity Board Members issued by the Public Service Commissioner under section 17(3) of the Public Service Act 2020.

The Crown Entities Act 2004 clearly sets out the responsibilities for Crown entity board members. The enabling document (e.g. Trust Deed, Constitution, Act of Parliament) of the particular entity will set out the responsibilities that apply for that entity.

Wearing the correct ‘hat’

Board members must consistently operate in their governance role, maintaining a clear distinction between governance and operational functions. Their accountability is to the entity and to the responsible Minister, and they must avoid acting outside this mandate.

Statutory duties under the Crown Entities Act 2004

Members of Crown entity boards have both individual and collective responsibilities under the Crown Entities Act 2004.

Collectively, members owe duties to their responsible Minister:

Act consistently with the objectives, functions, statement of intent and output agreements.
Ensure that functions are performed efficiently, effectively, and consistent with the spirit of service to the public.
Act in a financially responsible manner.

Individually, members owe duties to both the responsible Minister and the entity:

Comply with Crown Entities Act 2004 and the entity’s own Act.
Act with honesty and integrity.
Act in good faith and not at the expense of the entity’s interests.
Exercise reasonable care, diligence and skill.
Maintain confidentiality and not disclose information.

Board members must also ensure they have the time, capacity, and commitment to prepare thoroughly for meetings and key governance events. The role extends beyond attendance; it requires active engagement, informed judgment, and a dedication to the organisation’s purpose.

2.6 The board and the Chief Executive

Governance commentators regularly observe that ‘the most important thing that any board does is to appoint a Chief Executive Officer’. The nature of the relationship between a board and its Chief Executive is a key to the success of the entity.

In the context of Crown entities, this relationship is subject to an advisory role of Te Kawa Mataaho Public Service Commission. The Commission’s involvement, particularly in matters relating to Chief Executive appointments and employment conditions, is often unexpected for newly appointed chairs and board members, yet it is a critical component of Crown governance.

Key Principles for an Effective Board–Chief Executive Relationship

To ensure a constructive and high-performing relationship, boards should prioritise the following:

Role clarity and mutual respect: Both the board and the Chief Executive must have a clear understanding of their respective roles, responsibilities, and boundaries—particularly the distinction between governance and management. A shared commitment to collaboration and mutual support is essential.
High-trust working relationship: A strong, trust-based relationship between the board chair and the Chief Executive is vital. Open, honest, and regular communication underpins effective leadership and organisational cohesion.
Robust information and reporting systems: The board must establish clear expectations regarding the information it requires, so that the Chief Executive can ensure that reporting is timely, accurate, and aligned with the board’s needs.
Performance evaluation: The board is responsible for implementing a fair, transparent, and ethical process for assessing the Chief Executive’s performance, with regular reviews and constructive feedback.
Risk awareness: The Chief Executive is vital to helping the board understand the strategic, operational, and reputational risks facing the entity.
Transparency of expenses: Boards must publish an annual summary of the Chief Executive’s expenses on the entity’s website, in line with public accountability expectations.

Role of the Public Service Commission in Crown entity Chief Executive appointments

Crown entities in the Manatū Taonga family are all required to consult with Te Kawa Mataaho Public Service Commission in relation to the terms and conditions of Chief Executive employment.

The chair of any Crown entity intending to appoint a new Chief Executive should contact the Commission early in the recruitment process. The same applies to performance reviews and any proposed changes to employment arrangements.

The Commission offers practical guidance, informed by extensive experience and access to relevant benchmarking data and sector-wide insights. Boards are encouraged to draw on this expertise to ensure sound decision-making and alignment with public sector standards.

2.7 The board's monitoring role

Effective monitoring and evaluation are central to a board’s stewardship responsibilities. Boards must assess organisational performance against clearly defined criteria that align with the entity’s strategic plan, enabling legislation, and other foundational documents. This oversight ensures accountability, transparency, and alignment with the organisation’s long-term objectives.

While monitoring is a core governance function, it can sometimes be misinterpreted by management as undue interference in operational matters. To mitigate this, boards should establish and communicate clear, pre-agreed monitoring frameworks. These frameworks help ensure that oversight is structured, informed, proportionate, and fair. The Chief Executive plays a pivotal role in facilitating this process through timely and accurate reporting.

Monitoring in the Crown context

For Crown entities, monitoring priorities and focus should reflect the Statement of Intent and Statement of Performance Expectations. These instruments articulate commitments to Ministers and stakeholders, and boards must ensure that performance against these commitments is regularly and meaningfully reported.

In addition to strategic documents, most Crown entities are governed by enabling legislation that sets out specific obligations requiring board oversight. Many operate in high-profile sectors where public scrutiny is common—through media coverage, parliamentary debate, or select committee review. Boards must therefore ensure that their monitoring practices incorporate a Crown lens, with appropriate attention to public sector expectations and reputational risk.

Monitoring tools and approaches

Boards may adopt a range of tools to support effective monitoring. Common approaches include:

Outcome focused reporting: Boards often receive large volumes of output-based data. Best practice encourages a shift toward outcome-oriented reporting, with concise, high-value insights that link directly to strategic and operational goals.
Performance dashboards: Dashboards provide a visual summary of key performance indicators, using a Red - Amber - Green (RAG) system to signal progress. This enables boards to quickly identify areas requiring attention.
Strategic document integration: Monitoring should be explicitly linked to the Statement of Intent and Statement of Performance Expectations. These are publicly available and subject to external review, including parliamentary scrutiny.
No surprises: Entities within the Manatū Taonga family operate under a “no surprises” commitment to their Ministers. Boards must ensure that management adheres to this protocol, with timely escalation of emerging issues and proactive communication with Ministers.

Reviewing monitoring priorities

As strategic plans, operating environments, and board composition evolve, it is important to periodically review and refresh monitoring priorities. This ensures continued relevance and effectiveness. After a review the key areas of board involvement can be placed in the Annual Work Plan (refer to section 3.2).

2.8 Financial monitoring and reporting

Robust financial monitoring and reporting are essential pillars of sound governance and long-term organisational sustainability. While management is responsible for the day-to-day financial operations, the board holds ultimate accountability for financial stewardship and must exercise diligent oversight.

Board members, regardless of their financial expertise, are expected to remain actively engaged in financial matters. Although not all members will be involved in the technical detail, each must understand the organisation’s financial framework and contribute to informed decision-making.

For entities within the Manatū Taonga family, several key instruments and practices shape financial monitoring. While some are specific to Crown entities, the underlying principles are broadly applicable across the public sector.

Letter of Expectations: Issued annually by the responsible Minister, this document outlines strategic priorities and expectations for the financial year. It serves as a foundational reference for subsequent planning documents, including the Statement of Performance Expectations, budgets, and business plans. Board members must be familiar with its contents to ensure alignment.
Statement of Intent: this is a strategic document and, for Crown entities, is in a prescribed form. Board members need to be cognisant of this document as it impacts on the form and substance of financial plans and reporting.
Statement of Performance Expectations: this document identifies what a Crown entity intends to achieve in the upcoming financial year and how achievement will be measured. It includes information on each reportable class of outputs for the financial year and the annual forecast financial statement.
Memorandum of Understanding: Where applicable, the Memorandum of Understanding formalises the agreement between the entity and the Crown regarding deliverables and expectations. It is signed by two board members, underscoring the board’s governance responsibility.
Annual Budget and Business Plan: These documents translate strategic intent into operational and financial plans. While prepared by management, the board is responsible for reviewing and approving them, ensuring they are consistent with the Statement of Intent, Statement of Performance Expectations, and Ministerial expectations. The business plan typically spans three years, with the first year aligning to the annual budget.
Quarterly Reporting to the Monitoring agency: Boards must approve quarterly performance reports submitted to the monitoring agency (i.e. Manatū Taonga). This regular reporting includes financial items such as annual budget, year to date financial performance (i.e., revenue and expenditure against the annual budget), and consultant and contractors spend. They are vital for tracking progress and maintaining transparency with the monitoring agency.
Monthly financial reporting: Management may provide monthly reporting to the board, if requested, and it will provide a snapshot of financial health of the entity and progress against its objectives. The reports generally include the period end profit and loss, balance sheet and cash flow statement. Reports should compare actuals against budget, highlight significant variances, and include forecasts to anticipate year-end outcomes. Clear presentation is essential—immaterial details should be excluded to avoid clutter. Where significant variations occur, additional reporting may be required, such as capital expenditure updates, receivables analysis, or foreign currency exposure.
Risk Management: Financial oversight is inseparable from risk management. Boards must ensure that systems are in place to identify, monitor, and mitigate financial and operational risks. This includes oversight of regulatory compliance, health and safety, asset protection, and foreign currency exposure. Where an Audit and Risk Committee exists, it plays a central role in this process. Otherwise, the full board assumes responsibility. Risk management also includes maintaining the “no surprises” principle in relation to ministerial reporting, ensuring that emerging risks are communicated promptly and transparently.
Annual Financial Report: The annual financial report is a key public accountability mechanism. For Crown entities, the annual financial report must be signed by two board members and includes a statement of objectives and service performance. The board and management share responsibility for its preparation, and external auditors assess compliance with generally accepted accounting practices. The Audit and Risk Committee (or full board, where no committee exists) must ensure that any issues raised by auditors are addressed and resolved.

Part 3: Boards in action

In this section:

Succession planning
Board work plan
Board meetings
Board committees
Conflicts of interest
Duty not to disclose information
Board evaluations
Effective induction
Board governance policies
Principles of natural justice

3.1 Succession planning

Effective succession planning is essential to ensuring that board composition remains aligned with the evolving strategic needs and challenges of the entity. While many boards within the Manatū Taonga family are appointed by Ministers, it is important that each board actively considers its future capability requirements and identifies potential skill gaps. Ministers value insight into the board’s perspective on current and anticipated needs, particularly in relation to governance capability and diversity.

Some boards within the Manatū Taonga family are not Ministerially appointed. For example, appointments to the Royal New Zealand Ballet Board and Ngā Taonga Sound & Vision are made by the board itself. These boards should ensure robust succession planning processes are in place to maintain effective governance.

Opportunities for boards to engage

Boards appointed by Ministers have several avenues to contribute meaningfully to succession planning. A proactive and strategic chair will engage both the board and the responsible Minister in discussions around future appointments and recruitment, and will ensure that a comprehensive induction process is in place for incoming members.

Key opportunities include:

Annual Board Evaluations: Most boards conduct regular evaluations (typically annually; refer to section 3.7), which provide a valuable opportunity to reflect on board composition and communicate succession-related insights to Ministers.
Ministerial Engagement: Chairs and boards often meet regularly with their responsible Ministers. These engagements should be used to share perspectives on board capability and future needs.
Pre-Appointment Consultation: Prior to each appointment round, Ministry officials will consult with chairs to understand these views, and chairs are typically involved in candidate assessment and due diligence. This process is built on mutual trust, enabling chairs to provide candid feedback while respecting confidentiality obligations regarding candidate information.

To support performance assessment and succession planning, chairs may wish to use the Personal Qualities and Attributes Maturity Matrix developed by Te Kawa Mataaho Public Service Commission (refer to sections 2.4 and 2.5).

Crown Entities Act 2004 criteria

Under the Crown Entities Act 2004, Ministers are required to appoint individuals who possess the appropriate knowledge, skills, and experience to support the entity in achieving its objectives and fulfilling its statutory functions. In addition, Ministers must consider the importance of promoting diversity in board membership.

Formal consultation

In some cases, formal consultation with specified individuals or groups is required prior to appointments. Examples within the cultural sector include:

The Minister for Māori Development and the Heritage New Zealand Pouhere Taonga Board being consulted on appointments to the Māori Heritage Council
Public interest and broadcasting groups consulted on appointments to the Broadcasting Standards Authority
The Minister for Māori Development consulted on certain appointments to Heritage New Zealand Pouhere Taonga and the Arts Council of New Zealand (Creative NZ)

In New Zealand consultation is more than merely informing a party of a decision or intention. While consultees do not hold veto power, their views must be genuinely considered by the Minister. When formal consultation is required, it is factored into the appointment timeline to ensure adequate engagement.

3.2 Board work plan

A hallmark of high-performing boards is the presence of a structured and forward-looking board work plan. This plan outlines the key governance matters and strategic actions to be addressed throughout the year and allocates them to specific meetings. A well-considered work plan enables both the board and management to prepare effectively, ensuring timely decision-making and oversight.

Although work plans are often initially drafted by management, they are fundamentally governance tools and must be owned by the board. The chair, or a delegated board member, should take responsibility for reviewing and finalising the plan to ensure it reflects the board’s priorities and statutory obligations. It is important to recognise that it can take a while for some new processes to flow through to proper practice.

Crown entity requirements to consider in planning

Boards of Crown entities have specific statutory responsibilities under the Crown Entities Act 2004, which need to be reflected in a work plan. These include:

Development and approval of the Statement of Intent and Statement of Performance Expectations
Annual review of the Conflicts of Interest policy and procedures
Board self-evaluation processes
Engagement with the Budget bid timetable and related strategic planning

Sample Work Plan

To support boards in developing their own work plans, a sample template has been prepared for a fictional entity — the Cultural, Heritage and Broadcasting Commission. This example assumes a financial year from 1 July to 30 June, although some entities may prefer a calendar year structure.

The sample entity is modelled as a Crown entity, and therefore formally subject to requirements of the Crown Entities Act 2004, and meets ten times a year. In practice, boards within the Manatū Taonga family typically meet between six and eleven times per year. Boards are encouraged to adapt the sample work plan to suit their own meeting schedules, governance responsibilities, and operational context. In addition to the standard items listed, boards should incorporate entity-specific priorities and reporting obligations.

Appendix 1 provides the sample Board Meeting and Reporting Work plan.

3.3 Board meetings

Board meetings are the most visible and substantive expression of a board’s governance role. They should be purposeful, intellectually engaging, and rewarding for all participants. Effective meetings should focus on:

Strategic priorities: desired strategic achievements and understanding of the environment and issues impacting on the entity’s ability to achieve its goals.
Risk oversight: risk factors that impede or disrupt the entity from achieving desired outcomes.

Boards should maintain a governance-oriented lens during meetings, avoiding undue focus on operational matters. To support this, members must arrive well-prepared, having reviewed relevant materials and reflected on key issues. In practice, the quality of board deliberations is often shaped by the preparation and informal engagement that occurs outside the meeting itself.

A well-structured board work plan (refer to section 3.2) is central to ensuring that meetings are strategically aligned and governance-focused. The work plan provides a framework for scheduling key discussions and decisions throughout the year, enabling the board to discharge its responsibilities effectively.

Crown entity requirements to consider for board meetings

Clauses 6 to 15 of Schedule 5 of the Crown Entities Act 2004 set out a series of provisions related to board meetings for most Crown entities. These include:

Meeting format: Boards may convene in person or via audio, audiovisual, or electronic means, provided all members have access to the technology and a quorum can communicate simultaneously
Quorum requirements: a quorum is half of the members for even-numbered boards or a majority of members for odd-numbered boards (note the Broadcasting Standards Authority has its own specific provisions)
Written resolutions: the board can have unanimous written resolutions in lieu of a resolution at a meeting
Committees: Boards may establish committees. If a committee is delegated any board functions or powers, it must include at least one board member (refer to section 3.4).

Role of the chair

The chair plays a pivotal role in ensuring the effectiveness of board meetings. In addition to leading the development of the work plan and meeting agendas, the chair is responsible for maintaining a strong governance focus throughout board proceedings. Key responsibilities include:

Keeping discussions focused and within allocated timeframes
Encouraging full participation and monitoring engagement levels
Modelling constructive and respectful behaviour
Managing conflict and facilitating resolution
Summarising key decisions and outcomes

Engagement with the Chief Executive

For most boards in the Manatū Taonga family, the Chief Executive is not a board member but typically attends board meetings. It is common practice for boards to schedule a board-only session (typically around 30 minutes) during some or all meetings, to provide an opportunity for confidential board discussion.

When board-only sessions occur, the chair should ensure that the Chief Executive is appropriately briefed on any relevant outcomes. It is essential that performance discussions involving the Chief Executive are conducted without their presence to preserve the integrity of the board’s oversight function.

Ultimately, board meetings are the board’s forum. The Chief Executive’s role within this context is that of the board’s primary consultant, contributing insight and expertise while respecting the board’s governance authority.

3.4 Board committees

It is common practice for boards to establish committees to support their governance responsibilities. The most common committees include Finance and Audit Committees and Remuneration Committees, although naming conventions may vary across organisations. In addition, some entities establish committees tailored to their specific mandates – for example, Creative New Zealand maintains a Pacific Arts Committee to reflect its strategic focus.

There is a prevailing best practice view that board committees should be formed only where necessary, and where they demonstrably enhance the board’s ability to carry out its governance role. Committees should not duplicate board functions or dilute accountability. Their continued relevance and effectiveness should be reviewed regularly.

Whether within a Crown entity or another governance context, the following principles should guide the establishment and operation of board committees:

Clear terms of reference: Each committee should have a well-defined mandate, including its scope, responsibilities, and authority.
Transparent membership criteria: The composition of the committee should be appropriate to its function. The board chair is typically an ex-officio member.
Defined reporting and accountability: Committees should have explicit reporting obligations to the board, including expected outputs and outcomes.
Regular review: The existence, purpose, and membership of each committee should be reviewed at least annually to ensure continued relevance and effectiveness.

Crown entity requirements for committees

Boards of Crown entities should be aware of clause 14 of Schedule 5 of the Crown Entities Act 2004, which provides the legal basis for committee formation. Under this provision, a board may, by resolution, appoint committees to:

Advise the board on any matters relating to the entity’s functions and powers that are referred to the committee by the board; or
Perform or exercise any of the entity’s functions and powers that are delegated to the committee, if the committee includes at least one member of the board and any other person or persons that the board thinks fit.

It is essential that board distinguish between advisory committees and those delegated with formal powers. Where a committee is empowered to perform or exercise a board function and/or a power, it must include at least one board member on the committee.

Committee members of Crown entities must also disclose, in a manner similar to that required of board members, any interests they may have. This ensures transparency and helps safeguard the integrity of committee deliberations and decision-making.

3.5 Conflicts of interest

Conflicts of interest are a critical governance issue for all boards, particularly those connected to the Crown. Boards set the ethical tone for their organisations, and their conduct is closely scrutinised by the public. For Crown entities, even the perception of a conflict, whether substantiated or not, can undermine public trust and confidence.

Boards must ensure that conflicts of interest are identified early, disclosed transparently, and managed appropriately. This is not only a matter of good governance but also a legal obligation under the Crown Entities Act 2004. Crown-connected organisations not governed by this Act remain subject to common law duties and the requirements of their enabling documents (e.g. Deeds of Trust, specific legislation).

Understanding Conflicts of Interest

The Office of the Auditor General has noted that conflicts of interest are often nuanced and context-dependant.

Conflicts of interest questions are more likely to be grey rather than black and white. Deciding whether there is one and – if so – how to manage it, is rarely clear or straight forward.
- Office of the Auditor-General (2014)

One way of considering whether a conflict of interest may exist is to ask: ‘Does the interest create an incentive for the person to act in a way that may not be in the best interests of the public entity?’ If the answer is yes, a conflict may exist.

Definition of ‘interested’ for Crown entities

Board members of Crown entities should be aware of the wide scope of what ‘interested’ means under the Crown Entities Act 2004. A person is interested in a matter if they:

May derive a financial benefit from the matter
Are the spouse or de facto partner, child or parent of a person who may derive a financial benefit from the matter
May have a financial interest in a person to whom the matter relates
Are a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom the matter relates
May be interested in the matter because the entity’s Act so provides
Are otherwise directly or indirectly interested in the matter.

This definition is intentionally wide to ensure transparency and accountability.

Best practice procedures

To support transparent disclosure of interests and effective management of conflicts, boards should adopt the following practices:

Maintain a register of interests that is reviewed and updated regularly.
Identify and note relevant interests during agenda preparation (often led by management)
Include interest disclosures as a standing item at the beginning of each board meeting
Require any affected member to leave the room for discussions and decisions where a conflict exists. This may require redaction of some meeting papers.

These procedures help safeguard the integrity of board decision-making and reinforce public confidence in the governance of Crown-connected entities.

3.6 Duty not to disclose information

Board members of Crown entities within the Manatū Taonga family are subject to a statutory duty of confidentiality under the Crown Entities Act 2004. This duty has been the subject of judicial consideration, including by the Court of Appeal, underscoring its significance in the context of public sector governance. Accordingly, it is addressed here as a distinct and critical obligation.

Under Section 57 of the Crown Entities Act, board members must not disclose, use, or act upon information obtained in their capacity as a member if that information would not otherwise be available to them. This duty is designed to protect the integrity of board deliberations and the confidentiality of sensitive organisational information.

Permitted exceptions

The Act outlines specific circumstances under which disclosure, use, or action involving such information is permitted. These include where the activity is:

In the performance of the entity’s functions
Required or permitted by law
In complying with the requirements for members to disclose interests
First authorised by the board
Unlikely to prejudice the entity

Board members should exercise caution and seek advice when uncertain. The threshold for permissible disclosure is deliberately narrow, reflecting the public expectation that Crown boards operate with discretion, integrity, and accountability.

3.7 Board evaluations

Board performance evaluations are a well-established governance practice and are often welcomed by board members as a valuable opportunity to take stock of the board’s effectiveness. When approached constructively, evaluations foster a culture of continuous improvement, transparency, and accountability.

The purpose of a board performance evaluation is to enhance the governance capability of both the board collectively and individual members. Evaluations should ideally be conducted against objective, pre-agreed criteria, and should be tailored to the entity’s strategic context, statutory obligations, and governance maturity.

Boards are encouraged to undertake annual self-evaluations to maintain regular oversight of their performance. In addition, best practice recommends commissioning an independent external evaluation every three to five years to provide a more impartial and comprehensive assessment. External evaluations can offer valuable insights, benchmark performance against sector standards, and support succession planning and board development.

Evaluation focus areas

Many boards undertake annual or six-monthly reviews structured around discussion topics that reflect their governance priorities. Relevant areas for reflection include:

Strategic focus and meeting effectiveness: Does the board make good use of its meeting time, concentrating on strategic issues and matters that align with its governance role?
Agenda setting and planning: Does the board take ownership of its agenda, ideally through a long-term work plan that ensures alignment with key governance milestones?
Performance standards and self-assessment: Does the board set standards for its own performance and assess itself against those expectations at least annually?
Chair leadership and facilitation: Are there clear expectations for the performance of the chair, including their role in maintaining focus, managing discussion, and fostering constructive engagement?
Committee effectiveness: Is the work undertaken by board committees aligned with governance responsibilities, or does it drift into operational functions?

3.8 Effective induction

Establishing a robust induction programme, alongside ongoing development opportunities for board members, is a key priority for Manatū Taonga. This commitment is grounded in a collaborative approach involving the entity itself, Manatū Taonga, and other relevant providers.

Board members appointed to Crown entities typically bring expertise in one or more of the following areas: sector-specific knowledge, governance experience, or familiarity with the Crown/public sector. However, it is uncommon for appointees to possess deep experience across all three domains. A comprehensive induction programme plays a critical role in bridging these gaps and ensuring that all members are well-equipped to contribute effectively.

Role of the entity

Responsibility for overseeing the induction of new board members generally rests with the Chair or may be delegated to the Chief Executive at the Chair’s discretion. An effective induction programme should include:

Introductory meetings with the Chair and the Chief Executive to facilitate early engagement.
A briefing on current issues and strategic priorities affecting the entity.
Access to recent financial statements, board reports, and meeting minutes.
An overview of the organisation’s strategic direction and operational context, including an organisational chart and key contact information.
Familiarisation with board policies, committee terms of reference, and the board’s annual work plan.
A glossary of commonly used terms and acronyms relevant to board reporting and governance.

Each entity is expected to maintain a regularly updated induction pack that reflects current governance practices and organisational developments.

Ongoing professional development is strongly encouraged, particularly for members who are new to Crown governance or governance more broadly. Entities should support access to high-quality training opportunities, such as those offered by Iti Kōpara – Public Governance Aotearoa and the Institute of Directors New Zealand.

Role of Manatū Taonga

Manatū Taonga is committed to supporting newly appointed board members through structured induction initiatives. We host dedicated workshops designed to introduce members to the principles and practicalities of Crown governance within the cultural sector. Our objective is to ensure that each new member has the opportunity to attend a workshop within six months of their appointment.

These workshops emphasise the application of best practice governance principles in the unique context of Crown entities, and provide a valuable forum for peer learning, sector insights, and orientation to the responsibilities of public governance.

3.9 Board governance policies

Boards are expected to operate within a clearly defined governance framework, supported by a regularly reviewed set of policies. These policies serve as a foundational reference for board conduct, decision-making, and accountability. For Crown-connected entities, the development and maintenance of governance policies are particularly important given the statutory obligations arising from the Crown Entities Act 2004, the entity’s enabling legislation, and other instruments such as deeds of trust.

High-profile governance failures have underscored the importance of comprehensive and well-articulated board policies. Ministers expect boards to demonstrate sound governance practices through the adoption and consistent application of appropriate policy frameworks.

Scope of governance policies

While the specific content of a board’s policy manual will vary depending on the nature and function of the entity, it is recommended that the following areas are included in a board policy manual:

Terms of reference: Clearly define the board’s purpose, scope, and authority.
Code of Conduct: Outline expected standards of behaviour and ethical obligations
Policy Development Protocols: Establish procedures for creating, reviewing, and approving policies
Role descriptions: Provide clarity on the responsibilities of the Chair and individual board members
Induction Procedures: Detail the process for onboarding new members
Conflicts of Interest and Confidentiality: Set expectations regarding disclosure and information handling.
Meeting Protocols: Specify procedures for convening, conducting, and documenting meetings
Committees: Define the purpose, composition, and terms of reference for board committees
Remuneration and expenditure: Outline policies governing board member compensation and expense claims
Delegated Authorities: Clarify financial and operational sign-off thresholds
Board–Chief Executive Relationship: Describe the interface between governance and management, including reporting lines and communication protocols

Boards should ensure that their governance policies are reviewed periodically and updated to reflect legislative changes, evolving best practices, and the strategic needs of the entity. A well-maintained policy manual not only supports effective governance but also reinforces transparency, consistency, and accountability across board operations.

3.10 Principles of natural justice

Several entities within the Manatū Taonga portfolio exercise quasi-judicial functions, such as the Broadcasting Standards Authority, and are therefore subject to the principles of natural justice. These principles may also apply to other boards in specific circumstances, particularly given that most boards operate as public bodies. It is essential that board members are aware of, and understand, the principles of natural justice.

Overview of natural justice

The principles of natural justice are deeply rooted in New Zealand’s legal tradition, inherited from the English common law system and influenced by Roman legal thought. Historically regarded as self-evident standards of fairness, natural justice is founded on two core tenets:

The right to be heard: Individuals affected by a decision must be given a fair opportunity to present their case.
Freedom from bias: No person should adjudicate a matter in which they have a personal interest or conflict.

In contemporary governance, these principles require public entities to act with independence, impartiality, and procedural fairness when making decisions that affect individuals or organisations.

How the principles may be relevant

The decisions of a body such as the Broadcasting Standards Authority are regularly reviewed by the courts and the principles applied. Other entities, particularly those involved in assessing tenders or applications for funding, also need to be aware that they may be subject to a judicial review.

A judicial review is when an interested party applies to a court (usually the High Court of New Zealand) to examine whether a decision by an entity (usually a public body) was made lawfully and fairly. The court considers whether the decision was reached in accordance with legal principles. If these standards are not met, the court may set aside the decision and require the entity to reconsider it.

Such a situation causes uncertainty for the entity, is often prolonged by appeals, and can cause significant negative public relations perceptions. Boards should therefore take proactive steps to ensure that their governance practices and decision-making frameworks are consistent with the principles of natural justice.

Appendix 1: sample work plan

Introduction

As a generic and sample work plan, this document provides guidance to Boards on work common to all Crown entities. Boards will also add portfolio specific items to their programmes along with tasks specified in entity establishment legislation. Some items may lead to permanent (standing sub-committees) while others will require time-limited task-driven work. Such ‘committees’ will have agreed outputs and reporting timetables to the board.

Preamble

This sample Board work plan is based on assumptions that the Board:

operates under the Crown Entities Act 2004
has 2 standing committees
meets as a full board 10 times a year
has a regular interface with the Minister.

These characteristics may differ from entity to entity depending on their nature and entity classification.

Note: Standard items to be considered at each Board Meeting:

Chief Executive’s report
Review monthly financial statements
Review Conflict of Interest Register
Review Risk Register.

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Introduction

Acknowledgement

Declaration of AI Assistance

Further reading

Further support

Part 1: Crown Governance

In this section:

1.1 The devolved model

What is the devolved model?

Why is the devolved model common in the cultural system?

Government’s support for the cultural system through its entities

Devolved does not mean divorced

Manatū Taonga as your monitoring agency

Board Responsibilities in upholding the Crown–Māori Relationship

Further reading: Part 1.1 The devolved model

1.2 Appointments to Crown boards

Who appoints?

Role of Manatū Taonga

Your appointment

Remuneration

Term expiry, resignation, and removal

Further reading: Part 1.2 Appointments to Crown boards

1.3 The principles of good Crown governance

Further reading: Part 1.3 Principles of good governance

1.4 Key government relationships for Crown boards

The Minister

Manatū Taonga

Other key relationships

Further reading: Part 1.4 Key government relationships for Crown boards

1.5 Letter of Expectation for Crown boards

1.6 Crown board performance and reporting documents

Statement of Intent

Statement of Performance Expectations

Annual Reports

Further Reading: Part 1.5 Crown board performance and reporting documents

1.7 OIAs, PQs, and Select Committees

Official Information Act (OIA) requests

Parliamentary Questions (PQs)

Parliamentary Select Committees

Further Reading: Part 1.6 OIAs, PQs and Select Committees

Part 2: Role of a Board

In this section:

2.1 Governance – Management interface

2.2 Risk awareness

A board’s role in relation to risk

Unique risk factors for Crown boards

Further Reading: Part 2.2: Risk awareness

2.3 Strategic leadership

Defining strategic direction

Strategic planning in partnership

Further Reading: Part 2.3 Strategic leadership

2.4 Role of the Chair

Key responsibilities in Crown governance

Further Reading: Part 2.4 Role of the Chair

2.5 Role of a Member

Wearing the correct ‘hat’

Statutory duties under the Crown Entities Act 2004

Further Reading: Part 2.5 The role of a board member

2.6 The board and the Chief Executive

Key Principles for an Effective Board–Chief Executive Relationship

Role of the Public Service Commission in Crown entity Chief Executive appointments

Further Reading: Part 2.6 The board and the Chief Executive

2.7 The board's monitoring role

Monitoring in the Crown context

Monitoring tools and approaches

Reviewing monitoring priorities

2.8 Financial monitoring and reporting

Further Reading: Part 2: Roles of a Board: Financial monitoring and reporting

Part 3: Boards in action

In this section:

3.1 Succession planning

Opportunities for boards to engage

Crown Entities Act 2004 criteria

Formal consultation

Further Reading: Part 3.1 Succession planning

3.2 Board work plan

Crown entity requirements to consider in planning

Sample Work Plan

3.3 Board meetings

Crown entity requirements to consider for board meetings