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Paper 7 - Executive Director's Oversight Board Terms of Reference

The Executive Director’s Oversight Board (EDOB) has been established as an oversight committee by the Council of the Internet Society of New Zealand (InternetNZ). The EDOB acts as the governance body for the InternetNZ Office which undertakes the policy and advocacy affairs of the Society (except those relating to the .nz domain name space).

The key functions of the InternetNZ Office (the Executive Director’s Office) encompass:

o advocacy and public policy development

o promoting and fostering technical development and innovation

o international representation at relevant fora

o establishing, project managing and overseeing the activities of specially formed project committees (currently called Task Forces or “Tiger Teams” within the agreed strategy and business plan of the Society

If a Shared Services Unit is set up in future to provide administrative services to InternetNZ and its business units, and membership services to the members of InternetNZ, this could also report to the EDOB.

Appointment of the Executive Director’s Oversight Board

The EDOB is appointed by the InternetNZ Council.

The Board will consist of five members.

One (and only one) of the board members will be an InternetNZ Council member, who has been appointed specifically by the Council to the Board. The other board members will be independent people, appointed for their skills and experience, and their ability to contribute at a governance level.

The board member who is also a council member of InternetNZ is not there as a “representative” of InternetNZ. This board member is expected to provide a connection with and convey the views and position of InternetNZ.

The Council also designates the board member who is to Chair the Board. This person cannot be the InternetNZ Council member on the Board.

Term of Appointment

All board members are appointed for a term of three years, with a maximum of three three-year consecutive terms.

Where the InternetNZ Council member appointed to the Board finishes his/her term on the Council, the Council may agree to that person completing their current three-year term as an EDOB board member. This is a matter that the Council should take a decision on, on the advice of its Nominations Committee, rather than allowing the term to continue as though the board member continued as a member of Council.

The Chair is appointed for a three year period (renewable) and that for the purposes of succession planning, the normal term limit would, if necessary, be extended so that a Chair would not be prevented solely by the term limit (i.e. three three-year terms) from serving two full three-year periods from the time he/she was first appointed as Chair.

Executive Director’s Oversight Board

Board Role Description

Key Statement

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


The role of the Board is to provide quality governance and leadership of the InternetNZ Office. This will require the Board to:

  • develop and monitor policies which provide direction and boundaries for both its own and the functions of the Executive Director, InternetNZ
  • assure itself of the performance of the Executive Director, 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 Office.

Specific tasks for the board include –

o Employing, mentoring and coaching the Executive Director;

o Setting the vision, mission and values for the Office;

o Agreeing strategy, business plans and budgets;

o Ensuring adequate resources and management delegations to enable achievement of the objectives of the Office.

2. Ensuring effective issues management and communication.

Specific tasks for the board include –

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

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

3. Compliance and risk management.

Specific tasks for the board include –

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

o Ensuring adequate processes for identifying, assessing and mitigating risks to the Office, its systems and processes, and personnel;

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

4. Monitoring performance.

Specific tasks for the board include –

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

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

o Monitoring and evaluating the Executive Director.

5. Ensuring effective Board performance.

Specific tasks for the board include –

o Annually reviewing the functions and performance of the Board and its board members, and any Board Committees;

o 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 EDOB’s strategy and business plan reflects 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 InternetNZ Council 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 and the Executive Director 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 board members 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 board members as individuals will:

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

o carry out their duties and responsibilities in a lawful and business-like manner, and ensure that the InternetNZ Office carries out its business likewise

o 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

o 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

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

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

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

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

Board members as a whole will:

  • monitor the performance of management and the InternetNZ Office 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 that no-one has unfettered powers of decision making
  • ensure that the independent views of board members 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 InternetNZ Office, 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 board members
  • ensure that the assets of InternetNZ Office 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 board members.


  • Any business or personal matter which is, or could be, a conflict of interest involving the individual and his/role and relationship with the InternetNZ Office 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 board member 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 board members, aware of a real or potential conflict of interest of another board member, have a responsibility to bring this to the notice of the Board.

Examples of such conflicts of interest are:

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

Executive Director’s Oversight Board

Board Member Role Description

This document should be read in conjunction with the EDOB Board Role Description.

The board member must contribute, as part of the team of board members who constitute the Board, in an effective manner to the Board undertaking its functions. This includes full participation in all the relevant governance activities of the Board.

Generic Board Member Skills

The following generic board member skills are sought -

o Common sense, wisdom and judgement;

o An understanding of the policy and regulatory environment in New Zealand

o Integrity and commitment to ethical behaviour;

o Business acumen (including financial literacy) and a track record in his / her field;

o Independent thought and the ability to debate and defend viewpoints;

o Objectivity and the ability to take a broader perspective – the “helicopter view”;

o Ability to work as part of a team and support the collective view of the Board;

o Appreciation of the roles and responsibilities of a board member;

o Time to commit to the role;

o Appreciation and empathy with the objectives and vision of InternetNZ and other key stakeholders;

o Interest and enthusiasm for the issues facing the internet.

In addition, board members should be able to consider issues from one or more of the following perspectives:

o technical

o legal

o business

o policy

o regulatory oversight.

All board members are required to be a member of the Internet Society of New Zealand and to maintain this membership during their tenure as a board member.

Executive Director’s Oversight Board

Chair Role Description

This document should be read in conjunction with the EDOB Board Member Role Description.

The Chair has the lead role for assuring the integrity of the Board’s governance process and represents the Board to outside parties, and in so doing relies on the active support and participation of the other four members of the Board.

Success in this position will mean that: the Board behaves consistently within its own rules and the constitution; meeting and discussion content will be only those issues which, according to Board policy, clearly belong to the Board, not the Executive Director to decide; and deliberation will be fair, open, and thorough as well as timely, orderly, and to the point.

Specifically, the Chair is responsible for:

o the efficient functioning of the board and setting the agenda for board meetings

o ensuring that all board members are enabled and encouraged to play their full part in the activities of the board and have adequate opportunities to express their views

o ensuring that all board members receive sufficient and timely information to enable them to be effective board members

In addition, the Chair will attend a quarterly forum with the President and Vice-President of InternetNZ and the Chairs of the other business units of InternetNZ, to discuss areas of common interest, to avoid duplication and to ensure that the activities of the InternetNZ Office are aligned with both the strategic direction of InternetNZ and the activities of the other business units.

The authority of the Chair consists in making decisions that fall within Board policies except where the Board specifically delegates otherwise. The Chair is authorized to:

o use any reasonable interpretation of the provisions in these policies

o chair Board meetings, with all the commonly accepted power of that position

o work closely with the Executive Director without cutting across their prerogatives and responsibilities as set out in their respective role descriptions and delegation statements.

o call on individual board members to address and take responsibility for specific issues or serve on sub-committees

o co-ordinate the annual self-review by the Board of its performance against the governance policy

o represent the Board to outside parties and the InternetNZ Council

o delegate this authority to another board member (while remaining accountable for its use).

In addition to the skills and attributes outlined in the Board Member Role Description, the Chair should have previous experience in chairing a governance body.

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