EB Role Description

The Board’s job on behalf of the Council of InternetNZ is to ensure that the Executive Director’s Office and the Shared Services Unit achieve their purpose and strategic goals while avoiding unacceptable actions and situations which would prevent or impede their achievement.

Role

The role of the Board is to provide quality governance and leadership of the Executive Director’s Office and the Shared Services Unit.  This will require the Board to:

• develop and monitor policies which provide direction and boundaries for both its own work and the functions of the Executive Director and the Shared Services Unit Manager, InternetNZ
• assure itself of the performance of the Executive Director and of the Shared Services Unit Manager, InternetNZ against these policies.
  

Board Functions

The Board’s functions include -

1.      Maintaining a future focus – providing leadership and a sense of direction for the company. 

Specific tasks for the board include –

• Employing, mentoring and coaching the Executive Director and the Shared Services Unit Manager;

• Setting the vision, mission and values for the Executive Director’s Office and the Shared Services Unit;

• Agreeing strategy, business plans and budgets;

• Ensuring adequate resources and management delegations to enable achievement of the objectives of the Executive Director’s Office and the Shared Services Unit.
  

2.      Ensuring effective issues management and communication. 

Specific tasks for the board include –

• Regularly communicating strategy and performance with the Council and key stakeholders;

• Identifying and managing risks in order to prevent business and system failures.
  

3.      Compliance and risk management.  

Specific tasks for the board include –

• Ensuring conformance with legislative and regulatory requirements and best practice;

• Ensuring adequate processes for identifying, assessing and mitigating risks to the organisation, its systems and processes, and company personnel;

• Ensuring adequate internal controls and processes are in place to protect the organisation’s assets (physical, financial, human and intellectual capital).
  

4.      Monitoring company performance. 

Specific tasks for the board include –

• Ensuring accurate, timely and relevant management reporting, to enable effective monitoring of KPI’s and financial aspects of the organisation’s activities;

• Monitoring management’s progress towards meeting agreed business plan and budget objectives;

• Monitoring and evaluating the Executive Director and the Shared Services Unit Manager.
  

5.      Ensuring effective Board performance. 

Specific tasks for the board include –

• Annually reviewing the functions and performance of the Board and its directors, and any Board Committees;

• Ensuring (in consultation with the shareholder) appropriate Board composition, experience and skills.
  

Linkage to InternetNZ Council

The Board acts in a fiduciary capacity for InternetNZ and will demonstrate this by:

• acting in accordance with the delegations from the InternetNZ Council
• ensuring that the strategy of the Executive Director’s Office and the Shared Services Unit reflect the expectations of the Council as set out in the annual Statement of Expectations received from the InternetNZ Council
• reporting appropriately to the InternetNZ Council
• gathering information from the members of InternetNZ about their concerns and wishes
• remaining up-to-date in matters concerning InternetNZ’s interests.
  

Approach and Process

The Board will govern with an emphasis on:

• outward vision rather than inward focus
• leadership rather than administrative detail
• collective rather than individual decisions
• future focus
• a clear distinction between the roles of the Board on the one hand, and the Executive Director and Shared Services Unit Manager reporting to it
• a formally adopted set of Governance Principles.
  

The Board will govern through:

• cultivating a sense of group responsibility based on achieving a high level of governance excellence
• committing to excellence in all matters coming before it including the adoption of a code of ethics and proper practice (see below)
• formally inducting and training new directors on their role
• carrying out regular self-reviews of its performance against these policies.
  

Code of Ethics and Proper Practice

The Board is committed to ethical conduct in all areas of its responsibilities and authority. 

This means that directors as individuals will:

• act honestly and in good faith at all times in the best interests of InternetNZ

• carry out their duties and responsibilities in a lawful and business-like manner, and ensure that the Executive Director’s Office and the Shared Services Unit carry out their business likewise

• avoid conflicts of interest in as far as this is possible, and where such conflicts arise, will act within the Board’s Conflicts of Interest policy set out below

• attend Board meetings and devote sufficient time to preparation for Board meetings to allow for full and appropriate participation in the Board’s decision making

• observe the confidentiality of non-public information acquired by them in their role as directors, and not disclose information that might be harmful to InternetNZ

• interact with the Board and staff in a positive and constructive manner

• be loyal to the collective nature of the Board, abiding by Board decisions once reached

• not do anything that in any way denigrates InternetNZ or harms its image.
  

Directors as a whole will:

• monitor the performance of management and the Executive Director’s Office and the Shared Services Unit, ensuring that appropriate monitoring and reporting systems are in place and utilised to provide accurate and timely information to the Board
• ensure there is an appropriate separation of duties and responsibilities between itself and the Executive Director and the Shared Services Unit Manager, and that no-one has unfettered powers of decision making
• ensure that the independent views of directors are given due consideration and weight in arriving at decisions
• ensure that the Council of InternetNZ is provided with an accurate and balanced view of the performance of the Executive Director’s Office and the Shared Services Unit, including financial performance

• regularly review its own performance as the basis for its own development and quality assurance
• carry outs its meetings in such a manner as to ensure fair and full participation of all directors
• ensure that the assets of Executive Director’s Office and the Shared Services Unit are protected through suitable risk management strategies
• adherence to any Governance Principles adopted by the Board.
  

Conflict of Interest

The Board places importance on making clear any existing or potential conflicts of interest for its directors.   

Accordingly,

• Any business or personal matter which is, or could be, a conflict of interest involving the individual and his/role and relationship with the Executive Director’s Office or the Shared Services Unit must be declared and registered in the Conflicts of Interest Register
• The Register will be presented to the Board and formally received at each meeting
• Where a conflict of interest is identified and/or registered, the director concerned shall not vote on that issue and may only with unanimous agreement participate in any Board discussion on that topic
• The Chair must take whatever steps are necessary to ensure that any conflict is managed in an appropriate manner according to this policy
• Individual directors, aware of a real or potential conflict of interest of another director, have a responsibility to bring this to the notice of the Board.

Examples of such conflicts of interest are:

• When a director, or his/her immediate family or business interests, stands to gain financially from any business dealings, programmes or services of InternetNZ
• When a director him or herself offers a professional service to InternetNZ
• When a director stands to gain personally or professionally from any insider knowledge if that knowledge is used to his or her personal or professional advantage
• Where a director is on another body that may have competing or conflicting interests or where knowledge of the Executive Board’s views or information might unduly favour the director’s other appointment/organisation.