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Kāinga Ora Governance Capability Uplift Programme State Sector Governance Essentials – Kāinga Ora Governance Capability Uplift Programme Workbook iod.org.nz Workbook This workbook has been prepared as a resource for participants in the Institute of Directors in New Zealand (Inc) Director Development programme. It is not intended to be exhaustive or constitute advice. Its content should not be used or relied upon as a substitute for proper professional advice or as a basis for formulating business decisions. The Institute of Directors in New Zealand (Inc) and its employees expressly disclaim all or any liability or responsibility to any person in respect of this workbook and in respect of anything done or omitted to be done by any person in reliance on all or any part of the contents of the workbook. (March 2021) State Sector Governance Essentials – Kāinga Ora Governance Capability Uplift Programme Workbook Table of contents Introduction from the Institute of Directors 5 The Chatham House Rule 6 The IoD Code of Practice for Directors 7 Introduction 8 Governance 10 Governance in the state sector 13 State Sector Act Reform 14 Board appointments 20 Office of the Auditor-General (OAG) 21 Four Pillars of Governance Best Practice 22 Summary 23 Presentation slides 24 4 Institute of Directors State Sector Governance Essentials | Workbook Facilitator Pania Gray is a former public servant. She began her career at Te Puni Kōkiri in the mid 1990s in policy roles. After a brief secondment to the newly established Ministry of Justice in 1996, she later led the statutory monitoring function for Te Puni Kōkiri. This experience took her to the Office of the Auditor-General (OAG) where, as Sector Manager: Education, Science and Māori Affairs, she held responsibility for working with Parliamentary Select Committees, Board Chairs, Chief Executives and Appointed Auditors. In this role she led several high-profile education sector OAG inquiries that examined governance failures. She then established her own practice, Kororā Consulting, in 2010 and continues Pania Gray, to carry out a range of consulting work in the public, private and not-for- CMInstD profit sectors. Among other work in the justice sector she is a specialist advisor in Crown and iwi arbitration. Alongside her career experience, Pania has a strong mix of not-for- profit, public entity and for-profit governance experience. Pania is a current Ministerial appointee serving on the NZ Film Commission, an autonomous Crown entity. She also currently holds two commercial governance positions for businesses in the education sector and has additional governance and audit and risk committee experience. She has been partnering with the Institute of Directors as a governance lead and facilitator since 2016. Pania holds a Bachelor of Commerce and Bachelor of Arts degrees in Commercial Law, Economic History, Māori studies and Criminology. She was awarded First Class Honours in Criminology at Victoria University. Institute of Directors State Sector Governance Essentials | Workbook 5 Introduction from the Institute of Directors The Institute of Directors (IoD) promotes excellence in corporate governance, represents directors’ interests and facilitates their professional development through education and training. The IoD is a membership organisation of over 9,000 individuals on the pulse of governance in every industry. Connecting, equipping and inspiring The IoD connects, equips and inspires directors through thought leadership and our extensive network, professional governance courses, events and resources. Continuous professional development It is critical that today’s directors are informed, connected and armed to meet the modern challenges of directorship. As we face disruption, organisations must operate at a new pace, constantly reinventing and looking for opportunities in a dynamic environment. Good directors know the value of continuous professional development, the essence of enabling them to keep pace with change. The IoD offers a suite of governance training to equip you with the tools to perform in your role at each stage of your development as a director. These courses balance technical content with real-life experience stories from facilitators who are subject matter experts and also experienced directors. For more information about the Institute of Directors – go to iod.org.nz 6 Institute of Directors State Sector Governance Essentials | Workbook The Chatham House Rule Courses held by the Institute of Directors are conducted under the Chatham House Rule. The Rule reads as follows: When a meeting, or part thereof, is held under the Chatham House Rule, participants are free to use the information received, but neither the identity nor the affiliation of the speaker(s), nor that of any other participant, may be revealed (Royal Institute of International Affairs, 2014). Historical background The Chatham House Rule originated at the Royal Institute of International Affairs (IIA) in the United Kingdom. The IIA is a policy-based entity dedicated to research and public promotion of international affairs. According to the IIA, the Chatham House Rule was created in 1927. The Institute is situated in Chatham House, a building in the heart of London, which was a British prime ministerial residence in the 18th century. The name of the house is attributed to its first resident, William Pitt the Elder, Earl of Chatham. What is the Chatham House Rule? The Chatham House Rule is a convention used to promote open and informed dialogue in meetings. When meetings are held pursuant to the Chatham House Rule, the discussion is strictly private. Participation in a Chatham House discussion is kept confidential and the names of attendees may not be published. However, should an individual wish to repeat their own contribution to a Chatham House discussion they are permitted to do so. For more information go to chathamhouse.org/about-us/chathamhouserule Institute of Directors State Sector Governance Essentials | Workbook 7 The IoD Code of Practice for Directors This Code provides guidance to directors to assist them in carrying out their duties and responsibilities in accordance with the highest professional standards. For a copy of the code, go to iod.org.nz/About-us/Founding-documents 8 Institute of Directors State Sector Governance Essentials | Workbook Introduction Welcome to State Sector Governance Essentials. This full-day course is part of the Kāinga Ora Governance Capability Uplift Programme and is designed to support you in your leadership role at Kāinga Ora. The purpose of this course is to develop your governance capability including insights into governance within the state sector. You will gain an awareness of the responsibilities and challenges of being in a state sector governance role. There are significant differences between a governance role in a private organisation and a governance role in a state sector entity, although the principles of good governance stay the same. Effective governance in the state sector requires a solid understanding of the processes and drivers inside the state sector in order to add value in a governance role. The learning objectives for this course: • Examine the opportunities for supporting effective governance in the state sector. • Gain an enhanced understanding of how state sector governance operates and the characteristics of ‘good’ governance in the state sector. • Understand the Four Pillars of Good Governance and identify key board and committee governance responsibilities. • Gain insights into the challenges of being in a state sector governance role. • Participate as a cohort of leaders supporting and enhancing individual and group understanding of good governance. Institute of Directors State Sector Governance Essentials | Workbook 9 The State Sector The state sector is the broad range of organisations that serve as instruments of the Crown in respect of the government of New Zealand: • Public service departments, eg service delivery and monitoring. • State-owned enterprises. • Crown entities. State sector entities can have many different roles and functions: • Funding agencies. • Operational entities. • Regulatory bodies. Key resources • Cabinet Manual 2017 dpmc.govt.nz • Statutory Crown Entities A Guide for Ministers, June 2014 publicservice.govt.nz • Board Appointment and Induction Guidelines Updated October 2015 publicservice.govt.nz • Code of Conduct for Standards of Integrity publicservice.govt.nz/assets/Legacy/resources/Code-of-conduct- StateServices.pdf Additional resources have been provided in your table pack. 10 Institute of Directors State Sector Governance Essentials | Workbook Governance What is governance? There is no single definition of governance, but all definitions have common themes. Sir Adrian Cadbury was a leader in raising awareness of, and stimulating debate on, corporate governance. He is noted for developing the Cadbury Code, a best-practice governance code that was the basis for corporate governance reform around the world. There are many definitions of corporate governance: “The system by which companies are directed and controlled.” Cadbury Code, 1992 “Involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.” G20/OECD, 2015 “Corporate governance comprises the principles, practices and processes that determine how a company
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