GOVERNANCE OF THE

NEW ZEALAND COLLEGE

OF CHIROPRACTIC

 

NZCETB GOVERNANCE MANUAL

CONTENTS

SECTION 1  OVERVIEW OF THE NEW ZEALAND CHIROPRACTIC EDUCATION TRUST

1.1   VITALISTIC GOVERNANCE
1.2   BOARD RESPONSIBILITY IN A VITALISTIC GOVERNANCE MODEL
1.3   THE ROLE OF THE GOVERNING BOARD
1.4   THE KEY FUNCTIONS CARRIED OUT BY THE NZCC GOVERNING BOARD INCLUDE:

1.4.1 CHIROPRACTIC CONGRUENCE

1.4.3 ACCOUNTABILITY AND PERFORMANCE MONITORING

1.4.4 CONNECTION AND INFLUENCE

1.4.5 BOARD PERFORMANCE AND DEVELOPMENT

1.5   THE ROLE OF THE CHAIRPERSON
1.6   THE ROLE OF THE TRUSTEE
1.7   THE ROLE OF THE SECRETARY
1.8   BOARD MEETINGS
1.9   THE ANNUAL AGENDA FOR BOARD MEETINGS
1.10 CONFLICTS OF INTEREST
1.11 THE LEGAL STATUS OF THE GOVERNING BOARD

 

SECTION 2  GOVERNANCE POLICIES

2.1   WHAT ARE GOVERNANCE POLICIES?
2.2   THE POLICIES OF THE NZCET BOARD

2.3   DEVELOPING, ADOPTING AND REVIEWING GOVERNANCE POLICIES
2.4   REVIEW SCHEDULE FOR GOVERNANCE POLICIES
2.5   OPERATIONAL POLICIES

 

SECTION 3  BOARD PERFORMANCE & DEVELOPMENT

3.1   BOARD PERFORMANCE EVALUATION

 

SECTION 4  CONGRUENCE

4.1   MAINTAINING CONGRUENCE
4.2   NZCC VISION, MISSION, POSITIONING STATEMENT AND VALUES

 

SECTION 5  DETERMINING NZCC STRATEGIC DIRECTION

5.1   THE NEED FOR STRATEGIC DIRECTION
5.3   THE STRATEGIC PLANNING PROCESS 

SECTION 6  ACCOUNTABILITY AND PERFORMANCE MONITORING

6.1   MEASURING OUTCOMES, NOT EFFORT
6.2   SYSTEMATIC MONITORING OF NZCC PERFORMANCE
6.3   THE MONITORING SCHEDULE
6.4   NZCC PRESIDENT’S REPORTS

6.4.1   STRATEGIC OPERATIONS REPORT

6.4.2   DASHBOARD

6.5   PERFORMANCE MONITORING COMMUNICATION
6.6   MONITORING THE COLLEGE PRESIDENT’S PERFORMANCE
6.7   APPOINTING THE COLLEGE PRESIDENT  
          6.7.1 THE PROCESS

 

SECTION 7  FINANCIAL MONITORING & RISK MANAGEMENT

7.1   FINANCIAL MONITORING AND ACCOUNTABILITY
7.2   THE AUDIT AND FINANCE COMMITTEE
7.3   RISK MANAGEMENT

7.3.1   WHAT ARE RISKS?
7.3.2   METHODS OF RISK MANAGEMENT
7.3.3   THE GOVERNING BOARD ANNUAL RISK ANALYSIS

SECTION 8  CONNECTION AND INFLUENCE

8.1   THE BOARD – PRESIDENT RELATIONSHIP
8.2   THE CHAIR – PRESIDENT RELATIONSHIP 
8.3   DELEGATION OF AUTHORITY 
8.4   STAKEHOLDER RELATIONSHIPS
               8.4.1   CATEGORIES OF STAKEHOLDERS
             8.4.2   STAKEHOLDER ANALYSIS

FORWARD:

On the 22nd of April, 2003, the NZ Chiropractors’ Association Incorporated donated the New Zealand College of Chiropractic to the New Zealand Chiropractic Education Trust for the purpose of governing the College.

Since that time the NZCET Board has continued to promote, foster and encourage the advancement, improvement and betterment of chiropractic education and the practice of chiropractic throughout New Zealand through governing NZCC.

This document of Governance of the New Zealand College of Chiropractic is developed as a resource for those who contribute to NZCC by serving on the NZCET Board as well as other interested parties.

The publication includes the fundamentals of vitalistic governance on the NZCET Board as well as many of the practices of good governance that provide a toolkit for Board members to confidently perform their role as Trustees.

My warm thanks go to those who have provided expertise and knowledge in assisting in the development of this publication - in particular, resource publications by Graeme Nahkies from BoardWorks and Carol Scholes from Threshold Management.

 

Ash Pritchard
Chairman
New Zealand Chiropractic Education Trust Board

COLLEGE BACKGROUND AND HISTORICAL PERSPECTIVE

 

The New Zealand College of Chiropractic is the sole tertiary education provider offering a chiropractic qualification in New Zealand and has an international reputation for excellence.

The College was originally established in 1994 by the New Zealand Chiropractors’ Association (NZCA) as a follow up from the report of the Commission of Inquiry on Chiropractic in New Zealand 1979. This report explored the role of chiropractic within New Zealand’s healthcare system and was in part a catalyst along with New Zealand chiropractors to create a chiropractic college. The College was founded by the NZCA as the New Zealand School of Chiropractic.

In 1999, ownership of the school was transferred to the New Zealand Chiropractic Education Trust Board and renamed the New Zealand College of Chiropractic.

The College has become a well-established leader in chiropractic education with an international reputation for excellence. The College is supported by a state of the art Chiropractic Centre and Centre for 

Chiropractic Research that produces cutting-edge research and has established the College as a global leader in chiropractic research and publications.

Graduates from the five year Bachelor of Chiropractic programme (including the one year pre-requisite programme in basic sciences) are market-ready chiropractors, skilled in vertebral subluxation analysis and chiropractic techniques, business practice, and the requirements of operating as primary health care professionals. They are employed immediately after graduation and the degree conferred by the College is recognised by the New Zealand Chiropractic Board (NZCB) for registration in New Zealand, as well as by chiropractic boards from around the world. Graduates are either employed as associates or locums, establish their own practices or work in research. 93% of graduates are employed within six months of graduation with many receiving job offers in their final year of study.

The strategic direction of the College reflects the commitment from the Board of Trustees and senior management to build the College to become the ‘small giant’ of education providers in the chiropractic profession. This means continuing to build a ‘family’ culture and staying true to the College’s founding principles, whilst maintaining a focus on quality and excellence, with no compromise of anything less. Every key decision facing the College is evaluated through the question,  

‘How does this help graduate the world’s best chiropractors?  Globally, the College graduates just a small number of chiropractors, but the international reputation and influence of our Board of Trustees, senior management and graduates reflects our belief that we can achieve extraordinary things as the small giant of the chiropractic profession world-wide. 

SECTION 1

OVERVIEW OF THE NEW ZEALAND CHIROPRACTIC EDUCATION TRUST

THE ULTIMATE RESPONSIBILITY OF THE NZCET BOARD IS TO ACHIEVE THE NEW ZEALAND COLLEGE OF CHIROPRACTIC VISION OF:

A WORLD OF PEOPLE EXPRESSING OPTIMAL POTENTIAL

THROUGH THE COLLEGE’S MISSION:

 “TO EDUCATE GREAT PEOPLE TO BECOME THE WORLD’S BEST CHIROPRACTORS”.

 

SECTION 1   OVERVIEW OF THE NZCET

 

 

1.1  VITALISTIC GOVERNANCE

The overriding purpose of the New Zealand Chiropractic Education Trust Board (Board of Trustees) is to ‘promote, foster and encourage the advancement, improvement and betterment of chiropractic education and the practice of chiropractic throughout New Zealand’. This is achieved through Vitalistic Governance of the New Zealand College of Chiropractic.

Vitalistic governance describes a Board that is dynamic in its adaptation of the organisation to the environment from an above-down, inside-out perspective.

The Board operates with a vibrant element of tone whereby dissimilar yet interconnected elements operate in a perfectly coordinated harmony. The operating environment is a vibrant non-hierarchical playing field directed by the interplay between cooperation and competition, yet being dominated by neither.

The processes adopted by the Vitalistic Board are adaptive, non-linear, flexible and creative, fun, and able to quickly change state.  Ownership is shared by the whole group, tasks are divided over the group and members of the group are able to carry out multiple tasks.  Vitalistic Governance is characterized by excellent communication and powered by a deep commitment of values.

1.2  BOARD RESPONSIBILITY IN A VITALISTIC MODEL

The ultimate responsibility of the NZCET Board is to achieve the New Zealand College of Chiropractic vision of a world of people expressing optimal potentialthrough the College’s mission to educate great people to become the world’s best chiropractors.

The Vitalistic Governing Board ensures the implementation of the NZCC strategy through delivering on the four key focus areas: Chiropractic Congruence, Strategic Direction, Accountability & Performance Monitoring, and Connection & Influence.

 

Operating in a Vitalistic Governing Model provides the opportunity for conversations and information analysis in a dynamic and adaptive environment to ensure fully adapted strategies.

 

1.3  THE ROLE OF THE GOVERNING BOARD

The Governing Board’s primary responsibility, on behalf of its stakeholders, is to ensure that the New Zealand College of Chiropractic remains viable and thrives.  This is a stewardship or Trusteeship role.

4  THE KEY FUNCTIONS OF THE GOVERNING BOARD

 

The figure below illustrates the key areas of focus for the NZCET Board.

1.  CHIROPRACTIC CONGRUENCE

Developing a Governance policy ‘umbrella’ which guides (or as appropriate, constrains) all College activities towards being congruent with the organisation’s values, vision and mission.

Functions reserved to the Board:

  • Whilst ‘Chiropractic Congruence’ is considered to be a distinct and separate function of the Board, no specific task applies. It is understood that ‘Congruence’ with the NZCC values, vision and mission should be maintained throughout all Board and College management activities.

 

2.  STRATEGIC DIRECTION

Defining, within the organisation’s legal and constitutional framework, the organisation’s values, purpose, direction and priorities, and ensuring that these are valued and worthwhile.

Utilizing the Board’s industry, financial, commercial and academic understanding to set short, mid and long term strategic direction and associated policies for the College.

Functions reserved to the Board:

  • Developing the Strategic Outcomes of the College in line with the values, vision and mission.
  • Approving the NZCC strategic plan.
  • Specifying key outcomes or results, and approving resourcing to be available for the achievement of those results.

 

3.  ACCOUNTABILITY AND PERFORMANCE MONITORING

The Board role of accountability and performance monitoring is divided into two separate and distinct areas: Operational and Financial.

 

OPERATIONAL ACCONTABILITY AND PERFORMANCE MANAGEMENT:

Functions reserved to the Board:

  • Monitoring organisational and chief executive performance to ensure this is consistent with expectations.

·         Approve the form and content of reports to the Board, including monthly financial reports to enable the Board to be informed as to the financial position at any time.

·         Appointing and supporting the College President.

·         Evaluating the College President’s performance and rewarding it appropriately.

·         Replacing the College President, if necessary.

·         Approving organisational chart, staffing levels and remuneration policies.

  • Ensuring the College complies with internal and external statutory and contractual requirements and with the Board’s own policies.

 

·         Approving budgets and business plans.

  • Monitoring budgetary controls.
  • Establishing authority levels for capital expenditure and contracts.

·         Approving audit programme and audit fees.

·         Approving distributions of Trust funds other than in accordance with approved operating budgets.

·         Establishing a framework for balancing risks and rewards and the management (control and mitigation) of risk.

·         Approving risk management and insurance programmes.

4.  CONNECTION AND INFLUENCE

The Connection and Influence role of the Board involves regularly scanning the environment beyond the organisation to ensure that what it is attempting to achieve remains both relevant and achievable. It also involves communicating with the organisation’s ‘owners’ and other stakeholders to ensure that:

-          they have input into the determination of direction and goals,

-          they are kept informed about organisational performance, and

-          the Board is able to fulfill its accountability for ensuring that the performance of the organisation is consistent with ‘owners’ expectations.

Functions reserved to the Board:

·         Establishing a ‘Connection and Influence’ strategy and plan.

·         Reporting to stakeholders on the performance of the organisation.

·         Establishing a framework for stakeholder input into the development of strategic outcomes and goals, as well as important decisions as determined by the Board.  E.g. the recruitment of the College President.

1.4.5 FUNDRAISING – THE ADDITIONAL BOARD FUNCTION

In many Chiropractic institutions, particularly in the United States, it is argued that another key role of the Governing Board and its members is to ensure the organisation has adequate resources by bringing in funds by solicitation of personal connections and monetary donations.

However, fundraising is not necessarily a function of governing in New Zealand.

The NZCC Governing Board utilize their skills, expertise and knowledge in the four areas of governance; Congruence, Strategy, Accountability and Performance Monitoring, and Connection/Influence, to support all initiatives that enhance the College’s ability to achieve its vision, mission and strategic outcomes. This includes any agreed fundraising initiatives.

 

1.5  THE SIZE AND SELECTION OF THE BOARD:

The Trust Deed (Clauses 2(e) and 5) provides for at least 7 and not more than 13 Trustees, serving terms of two years and eligible for re-appointment.

New Trustees are formally appointed by the Board in its annual meeting (Trust Deed Clause 6(f)).

Members of the Board will collectively cover the following skill and knowledge requirements:

                - Doctors of Chiropractic

- Education
                - Accounting
                - Community
                - Legal
                - Business

The NZCET Board requires that there be a majority of chiropractor representation on the Board.

 

1.6  THE ROLE OF THE CHAIRPERSON

CHAIRMAN JOB DESCRIPTION

1.       Role

The Chairman will be experienced in the governance of the organisation and be able to lead the Board in achieving its responsibilities and objectives in accordance with the Trust Deed, with a particular responsibility for the management/governance interface with the President.

2.       Desired skills and attributes

·         Leadership skills

·         Understanding of and commitment to the College’s vision and mission

·         Ability to manage and supervise

·         Experience in governance of a not-for-profit organisation

·         Effective communication skills

3.       Outcomes

This position reports to the Trust of the New Zealand College of Chiropractic.

1.       Responsibilities

  1. Provide leadership to the Board / Trust members;
  2. Ensure appropriate governance oversight of the New Zealand College of Chiropractic strategic development, policies and practices;
  3. Ensure the Board / Trust activities and decisions are consistent with the vision and the constitution of the NZCET Board;
  4. Ensure cohesion of the Board / Trust so it speaks externally with one voice;
  5. Liaise with and support the NZCC President in decisions and actions that are in accordance with the Board / Trust instructions and the strategies, policies and practices of the New Zealand College of Chiropractic;
  6. Conduct appropriate and timely performance appraisals of the NZCC President after consultation with Board / Trust members;
  7. Chair meetings of the Board / Trust in an effective manner;
  8. Participate in NZCC activities and events;
  9. Represent the NZCET Board on external committees or delegate responsibility for such representation;
  10. Be an ex-officio member of all NZCET Board committees, sub-committees and working parties;
  11. Ensure all Board / Trust members are regularly reviewed on their performance using measurable criteria and members are held accountable for their performance;
  12. Ensure the Board / Trust members are fully briefed on matters relevant to their position to enable the Board / Trust to fulfill its roles and responsibilities effectively;
  13. Ensure an effective orientation is conducted for all Board / Trust members and any new Chair person;
  14. Conduct an annual Board / Trust self-evaluation process;
  15. Ensure a succession and training plan is developed and implemented for all Board / Trust members, NZCET Board Committee positions and the NZCC President; and
  16. Carry out all of the responsibilities of a Board / Trust member.

1.       Executive Limits

1.       Urgent decisions may be made by the NZCET Board Chair person when there is not sufficient time to consult with the Board / Trust as a whole.  Any decision must be made within the guidelines issued by the Board / Trust and will be reported immediately to the Board / Trust;

2.       As delegated by the Board / Trust;

3.       To operate within the Trust Deed of the NZCET;

4.       To operate within the financial guidelines of the NZCC Budget; and

5.       To operate within the framework and stated policies of the NZCC.

2.       Term of Office

The term of office for the Chairperson of the New Zealand College of Chiropractic is a period of one year.

3.       Performance Evaluation

The performance of a Chairperson is evaluated annually by the Board / Trust.  Performance is measured on the achievement of roles stipulated in this job description.

4.       Remuneration

A Chairman’s honorarium is paid as authorized by the Board.  Out of pocket expenses will be reimbursed on production of a receipt or account in accordance with Board policy, and approved by the Board’s Audit and Finance Committee.

1.7  THE ROLE OF THE TRUSTEE

TRUSTEE JOB DESCRIPTION

1.      Role

The key purpose of a Trustee is to govern the affairs of the NZ Chiropractic Education Trust Board in accordance with the Trust Deed, legislative requirements, and the policies and procedures applicable to the organisation as determined by the Board.

2.      Desired skills and attributes

Trustees will be expected to contribute to the governance of the organisation by bringing some of but not necessarily all of the following skills:

·         Governance

·         Strategic Vision and Planning  

·         General Management  

·         Finance and Business  

·         Marketing  

·         Human Resources  

·         Communication  

·         Legal  

·         Specialty Chiropractic or Tertiary Education skills  

·         Political  

·         Public Relations  

·         Community  

·         Maori perspective with iwi affiliation

2.      Responsibilities

 

1)      Accept orientation and training and participate in ongoing development programmes;

2)      Have a working knowledge of organisational governance including duties and responsibilities under the Trust Deed and Board policies and procedures;

3)      Attend meetings or tender apology if reasonably unable to attend;

4)      Actively participate in governance in accordance with the Board’s policies and procedures, acting to promote constructive and focused debate in a supportive team atmosphere in Board meetings;

5)      Read material provided;

6)      Oversee the overall conduct of the organisation, ensuring that it is properly managed;

7)      Engage in directing and approving the strategic direction of the organisation, and in regular monitoring of management’s implementation of agreed strategic and other organisational plans;

8)      Ensure effective audit and risk management procedures are in place and being followed to protect the organisation’s assets and operations from material loss or legal risk;

9)      Declare conflicts of interest;

10)   Participate in evaluation of the Board;

11)   Serve on Board committees as required;

12)   Introduce matters for Board consideration as considered appropriate, after giving any required notice;

13)   Attend the Board’s annual meeting to participate in reporting of stewardship; and

14)   Promote (including by example) a culture of honesty, integrity, and excellent performance in the organisation.

2.      Term of Office

The term of office for a Trustee of the New Zealand College of Chiropractic is two years.

3.      Performance Evaluation

The performance of a Trustee is evaluated annually by the Board / Trust.  Performance is measured on the achievement of roles stipulated in this job description.

4.      Remuneration

A Trustee’s honorarium is paid as authorized by the Board.  Out of pocket expenses will be reimbursed on production of a receipt or account in accordance with Board policy, and approved by the Chairman/ Audit and Finance Committee.

5.      Resignation

In the event of resignation, the resignation must be in writing addressed to the Chairman at the Board’s registered address for notices, and must specify the date the resignation is to take effect.

1.8 TRUSTEE INDUCTION / ORIENTATION

The following are the key elements for induction and orientation of new Trustees:

1. Preliminaries:

A copy of the ‘Governance of the New Zealand College of Chiropractic – Governance Manual’ will be provided. Each Section will be provided independently with a follow up for review and clarification of each of the Trustee roles. The Preliminaries will be carried out by the Chairman or a Trustee delegated the responsibility.

The ‘Governance Manual’ also contains a copy of the ‘Trust Deed’ and ‘Trust Charter’

2. Facilities Tour:

 A College tour will be provided by the College President for new Trustees.

3. Consents and Agreements:

The following consents and agreements must be signed by Trustees:

  • Consent to appointment
  • Confidentiality Agreement
  • Trustee’s self-interest - declaration and the Interests Register
  • Liability Insurance

4. Current Issues:

An understanding of the current key strategies, risks and issues will be provided during the induction / orientation by the Chairperson or delegated Trustee to ensure the new Trustee is up to speed on important discussions and matters.

 

1.9  THE ROLE OF THE SECRETARY

SECRETARY JOB DESCRIPTION

 

1.       Role

To ensure the affairs and meetings of the Board / Trust are recorded in an accurate manner and according to the Trusts Act 1957.

 

2.       Accountability

The Secretary is accountable to the Chairman of the Board of Trustees.

 

3.       Desired Skills and Attributes

The Secretary will be expected to contribute to the governance of the organisation by bringing some of but not necessarily all of the following skills:

·         Organisational skills

·         Understanding of and commitment to the organisation’s vision and mission

·         Ability to prepare effective agendas and minutes of meetings

·         Specialist Board secretarial experience   

 

1.       Responsibilities

Provides a professional secretarial service to the Board including:

1)      Attendance at meetings of the Board of Trustees;

2)      Preparation of Board agendas (5 working days in advance of meetings);

3)      Advising the Board and staff on matters in relation to the Trust Deed and the Charitable Trusts Act;

4)      Providing a professional resource to the Trustees and staff as required;

5)      Liaising with lawyers, insurers, auditors, accountants, and other consultants as required;

6)      Assisting with specific projects as agreed with the Chairman or President;

7)      Maintaining a list of Trust Board members;

8)      Ensuring a minute book is kept with accurate copies of the minutes of all Board / Trust meetings;

9)      Ensuring that meetings are only held with a quorum in attendance;

10)   Ensuring an accurate record is kept of all motions and decisions at a meeting;

11)   Maintaining a list of attendance at Board / Trust meetings;

12)   Keeping copies of the NZCETB Trust deed, Charter and policies;

13)   Distributing minutes of a meeting within 10 days of that meeting occurring;

14)   Filing any amendments to the constitution and other incorporating documents to the Charities Commission;

1)      Ensuring members of NZCETB are given appropriate notice of any General Meetings;

2)      Giving an appropriate hand-over to a new Secretary upon completion of appointment; and

3)      All of the responsibilities of a Board / Trust member.

As an officer of the Board it is agreed that the Trust Secretary will be named and included in any liability insurances carried by the Board.

 

5.       Remuneration

A salary or fee may be paid for the position of Trust Secretary, and approved outgoings may be reimbursed.

 

6.       Performance Evaluation

The performance of a Secretary is evaluated annually by the Board / Trust.  Performance is measured on the achievement of roles stipulated in this job description.

 

7.       Termination

Termination by either Board or incumbent is by a minimum of one month’s notice in writing, and will be a matter for the Board as a whole.

 

2.       Executive Limits

 

1)      As delegated by the Board / Trust.

2)      To operate within the Constitution / Trust Deed of the NZCET.

1)      To operate within the financial guidelines of the New Zealand College of Chiropractic.

2)      To operate within the framework and stated policies of the New Zealand College of Chiropractic.

 

2.      Term of Office

The term of office for the Secretary of the NZCET Board is one year.

 

1.10  BOARD MEETINGS

1.10.1 PRODUCTIVITY AND EFFECTIVENESS

Board meetings should focus on governance responsibilities such as purpose, policy making and performance reviews ahead of operational matters that have been delegated to others and matters that have no material importance.

1.10.2 THE AGENDA

The meeting agenda is crucial. This is the Board’s work plan – the statement of what the Governing Board deems important enough to justify consumption of valuable time.

The Board has control over the agenda. The College President may have input into the agenda, but it is important to be aware that the Board meeting is not an operational or management meeting.

All matters on the agenda should reflect the Board’s governance interests and responsibilities.

1.10.3 COMPONENTS OF THE MEETING

Policy development and monitoring: Where the Board ensures the development and implementation of College policies and objectives. This includes College President reports on the implementation at an operational level.

Strategic Discussions: The Board meeting is the forum for more extended, in-depth discussions about critical strategic issues. These discussions should include the College President and, where relevant, other key staff, faculty and knowledgeable outsiders.

Board only time: Each Board meeting provides the opportunity for Board discussions without the presence of the College President. This provides the opportunity for discussions sensitive to the College President as well as Board governance development.

Ideally, Board meetings should adopt a future focus, rather than a past focus.  The earlier part of the meeting should always begin with strategic issues and important issues. The monitoring of reports and many procedural items (such as confirmation of minutes) should be scheduled later in the meeting.

1.10.4 THE RULES OF BOARD MEETINGS

 

·  The Board shall meet at least four times each year and otherwise as required. The Board also meets via teleconference monthly.

 

·  A notice of meeting and agenda will be circulated with reports at least 5 working days before meetings.  Urgent material may be circulated or tabled in addition to this general procedure.  Trustees are free to raise matters not on the agenda in any meeting.

 

 

·  Minutes of all meetings will be circulated to all Trustees within 15 working days, approved at a subsequent meeting, and signed by the Chairman as a correct record.

 

·  Trustees have one vote.  The Chairman does not have a second or casting vote.

 

·  Unanimous resolutions can be passed in writing.

 

·  Employees and other advisers may be invited to attend meetings when deemed appropriate on the invitation of the Chairman or President.

 

·  The Board will operate on the basis that Trustees’ decisions are binding on all Board members, and there is an obligation to support or at least not undermine those decisions outside the Boardroom.

 

·  Statements may be made on the Board’s behalf only with the prior written approval of the Chairman, who is the designated spokesman for the Board.

 

·  Board discussions will be conducted in a manner which is respectful of the opinions of all individuals, and which focuses on issues rather than personalities.

 

·  All information presented to Board members as Trustees is to be treated in strict confidence unless the information is known to be already in the public domain.  In case of doubt, the Chairman should be consulted.

11  THE ANNUAL AGENDA FOR GOVERNANCE MEETINGS

With a governance focused meeting, the Board will have a greater chance of focusing on securing a sound and prosperous future for the College.

To help ensure that the Governing Board pays attention to those matters that require attention, the NZCET Board maintains an annual agenda.

The annual agenda defines matters of strategic importance well ahead of time. (This protects the Board from meandering from one meeting to the next, discussing whatever comes up!).

The annual agenda has two components:

 

  1. Tasks and topics that the Governing Board must address (e.g. because of accreditation, legal or contractual obligations), and
  2. Discretionary matters essential for effective Board leadership (e.g. policy and strategic issues)

Items may include:

 

  1. Annual General Meeting (AGM)
  2. College President’s performance appraisal cycle and key dates
  3. Board performance review
  4. Financial reporting  - key dates
  5. Approval of budget and business plan
  6. Annual review of organisational strategy
  7. Designated dialogue sessions on particular strategic issues
  8. Consultation with key stakeholders

 

 

  1. Meeting with the external auditor
  2. Committee reporting dates, e.g. the audit committee, President Review Committee
  3. Signing off the annual report
  4. The policy review schedule
  5. Compliance with statutory and contractual requirements<
  6. Risk analysis (annual analysis) risk mapping
  7. Approval of Risk Management and Insurance programs
  8. Risk analysis reviews
  9. Accreditation review (CCEA, NZQA)
  10. Strategic reviews
  11. Annual strategic planning
  12. Approval of strategic plan
  13. Annual meeting agenda development
  14. Specific events of the College – start of College year, Orientation, Graduation, Camp 101, Christmas party etc.
  15. Board training and development
  16. Annual Report to stakeholders

 

In developing the annual calendar, the Board identifies, to the best of its ability, crucial strategic and policy issues to be addressed during the year (first 6 months, then second). 

1.12  BOARD COMMITTEES

‘Board Committees’ are committees established by the Board with an approved charter defining their purpose, and may be established as standing or ad hoc committees for a particular purpose. 

Currently the NZCET Board maintains two standing committees:

  • Audit & Finance Committee: finance, audit
  • President Review Committee: performance and remuneration reviews for the College President

Board Committees will not take action or make decisions on behalf of the full Board unless specifically mandated to do so.  Decisions of committees will be brought as recommendations to the full Board for approval.

Board Committees may include in their membership individuals appointed by the Board who are not Trustees.

The Chairman is entitled to attend any committee meeting ex-officio.

 

1.13  CONFLICTS OF INTEREST

The Governing Board requires every Board member to declare any conflicts of interest relating to their duties as a Board member.  All actual or potential conflicts of interest shall be declared by the Board member concerned and formally recorded in the Interests Register and/or in the minutes of a particular meeting where a conflict of interest arises with an item on the agenda.

Accordingly: 

  • Any business or personal matter which is, or could be, a conflict of interest involving the individual and his or her role and relationship with the College, must be declared and recorded in the register.
  • All such entries in the register shall be presented to the Board and recorded in the minutes at the first Board meeting following entry in the records.
  • Where a conflict of interest is identified and/or registered, the Board member concerned shall not vote on any resolution relating to that conflictor issue.
  • The member shall remain in the room during any related discussion only with the Board’s approval.
  • All such occurrences will be recorded in the minutes.
  • When the chairperson is aware of a real or potential conflict of interest involving one or more Board members, the chairperson must take whatever steps are necessary to ensure that the 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 conflicts of interest are when:

(a)    a Board member, or his or her immediate family or business interests, stands to gain financially from any business dealings, programmes or services provided to the College;

(b)   a Board member offers a professional service to the College; or

(c)    a Board member stands to gain personally or professionally from any insider knowledge if that knowledge is used for personal or professional advantage. 

1.14   THE LEGAL STATUS OF THE GOVERNING BOARD

In terms of a legal status, the Governing Board of the NZCC is a New Zealand Charitable Trust.

The official name of the trust is ‘THE NEW ZEALAND CHIROPRACTIC EDUCATION TRUST’.

According to the Trust Deed the ‘Trustees hold the trust fund on trust to pay or apply. . . . towards exclusively the charitable purposes.

The charitable purposes of the NZCC are the. . . ‘Advancement of Chiropractic Education: to promote, foster and encourage the advancement, improvement and betterment of chiropractic education and the practice of chiropractic in New Zealand’

What this mean is that the Governing Board is ultimately accountable for all organisational matters within its ambit i.e. the buck stops with the Board.

Board members are jointly responsible for all decisions taken by the Board and are required to act in the best interests of the organisation as a whole.

SECTION 2  

GOVERNANCE POLICIES

IT IS GENERALLY ACCEPTED THAT THE ROLE OF ANY GOVERNING BOARD IS TO SET AND MONITOR POLICY, WHILE IT IS THE MANAGEMENT’S JOB TO IMPLEMENT THAT POLICY.

THROUGH THE GOVERNING BOARD’S POLICY MAKING ROLE IT IS ABLE TO EXERCISE LEVERAGE OVER THE ORGANISATION’S PERFORMANCE. IT IS THE POLICIES AND POLICY FRAMEWORK THAT PROVIDE THE FORM OF ‘REMOTE CONTROL’ NEEDED OVER THE ORGANIZATION.

 

 

SECTION 2   GOVERNANCE POLICIES

 

 

2.1 WHAT ARE GOVERNANCE POLICIES?

The concept of Policy is very important to understand from a governance perspective.

It is useful to think of policies as the formal statements that reflect the NZCET Board’s aggregate values, vision, mission and perspectives that underpin and provide as agreed basis for NZCC action.

The Governing Board’s Policies relate to the purpose, direction and performance of the NZCC. The ‘Why’ we exist, the ‘What’ we will achieve, and the ‘Who for’.

It is important that governance policies do not get mixed up with policy relating to operational details.

The objective of developing policies is to see to it that the desired vision, mission and outcomes are achieved.

It is also useful to understand that motions formally approved in meetings that relate to governance functions then become policies.

2.2 THE POLICIES OF THE NZCET BOARD

There are two policies from which the NZCET Board governs:

 

  1. The Trust Deed
  2. The Governance Manual (previously the Trust Charter)

2.3 DEVELOPING, ADOPTING AND REVIEWING GOVERNANCE POLICIES

The NZCET Board’s own policies can be initiated, altered or deleted as required. The task of developing governance policies should be carried out with the active involvement of all Board members. The process should never be delegated to the College President or to an outside consultant, although it is important that the College President and other key staff participate in the process.

The President’s understanding of the Board’s intentions is important if policy implementation is to be effective.

While Board committees or working parties may also be used to carry out consultation or research leading to the development of a governance policy (or to a subsequent change), only the Board as a whole is empowered to approve or adopt a governance policy.

Once governance policies are adopted, all Board members are bound by them.

Policies enable the Board to speak with ‘one voice’. This is an important concept because within the Board different interests and opinions may be represented. Policies enable the Board as a whole to make a decision even when 

Board members are not unanimous. Once a policy is made it is the Board’s policy and carries the full Board’s weight, regardless of any individual member of the Board.

 

2.4 REVIEW SCHEDULE FOR GOVERNANCE POLICIES

The Board should review its governance policies on a regular basis.

The NZCET Board has a schedule of all its policies that indicate when, and by what method, these should be reviewed.

The Trust Deed is reviewed prior to the Annual General meeting. If changes are required then these are approved at the AGM.

Sections of the Governance Manual may be modified throughout the year as required. These usually occur when tasks are carried out.

The Audit and Finance Terms of reference are reviewed annually prior to the Annual General Meeting. If changes are required then these are approved at the AGM.

2.5 OPERATIONAL POLICIES

The College President and senior management team develop all operational policies and protocols necessary to run the College, achieve the results and manage the risks addressed in the governance policies.

THE GOVERNING BOARD SHOULD NOT ADOPT OR APPROVE OPERATIONAL POLICIES.  Doing so removes the College President’s ability to make operational changes when needed. The President should not be constrained by having to continually seek Board approval for matters that the Board should properly delegate, and the Board should not be required to fulfill the President’s role as well as its own.

From time to time, the College President may seek advice or assistance from individual Board members or the Board as a whole on operational matters. These situations are clearly identified either in the agenda or at the time. When that advice or assistance is provided, Board members put aside their governance responsibility (take off the Trustee hat) and the President, when weighing up the advice, has the discretion to choose whether or not to act on the advice.

SECTION 3

BOARD PERFORMANCE & DEVELOPMENT

THE GOVERNING BOARD IS RESPONSIBLE FOR THE QUALITY OF ITS OWN CONTRIBUTION TO THE COLLEGE’S PERFORMANCE. IT IS THE EXPECTATION OF THE GOVERNING BOARD TO BE, AT THE VERY LEAST, AS GOOD AT ITS OWN ‘JOB’ AS THE BOARD EXPECTS THE COLLEGE PRESIDENT AND OTHER STAFF AND FACULTY TO BE AT THEIRS. THE GOVERNING BOARD MUST TAKE RESPONSIBILITY FOR THE DELIBERATE DESIGN OF ITS OWN PROCESSES AND PRACTICES.

 

 

SECTION 3   GOVERNING BOARD PERFORMANCE

 

What is needed around the Board table is not a team of experts but an expert team, capable of carrying out the given direction and exercising strategic oversight of the College’s purpose, mission, objectives and performance.

When a new Board member is appointed it is essential they understand the purpose of the College, along with the appropriate governance skills, policies and processes required to carry out the role of Trustee.

All Board members receive a formal and thorough induction in to the governance role of the Board. This is the responsibility of the Board chairperson. An additional opportunity to learn the ‘ins and outs’ of the College at ground level is provided through a meeting with the College President.

 

3.1 BOARD PERFORMANCE EVALUATION

The College’s success in fulfilling its vision and mission, and its ability to thrive in the face of on-going challenges demands the highest possible standards of governance performance.

It is very reasonable for stakeholders, donors, and supporters to seek evidence of effective governance in an organisation that they are being asked to work in, dedicate time and energy towards, or support financially.

The Governing Board of NZCC has clear job descriptions and a shared concept of what standards it should set for its own and its members’ performances.

PERFORMANCE EVALUATION:

The Governing Board has set governance performance expectations and these are reviewed annually.

The purpose of the review is to identify opportunities for the Board and individual Board members to improve their governance performance over time.

The following areas are evaluated:

    • NZCC Congruence:
    • Strategic Direction:
    • Accountability & Performance Monitoring:
      • College Accountability and Performance
      • College President Accountability and Performance
      • Financial and Risk management
    • Connection & Influence:
      • Board-President relationship
      • Stakeholder Relationships
      • External Environment and Advocacy
    • Vitalistic Governance
      • Understanding and Performance of Governance Roles
      • Board Review and development
      • Meeting Effectiveness

(See Appendices 3.1, 3.2, 3.2 for Board and Trustee Evaluation Forms)

3.2 BOARD DEVELOPMENT

The NZCET Board uses the data from the annual Board review to develop a ‘Board Skills’ matrix.  This assesses current Board members against the skills and experience profile the Board considers is needed to enable it to meet the challenges facing the College. This can be thought of as a ‘gap analysis’: what gaps in capability do we have, and what areas can we develop as a Board?

Example Board Skills Matrix

 

3.3 BOARD SUCCESSION PLANNING

To maintain vitality and optimal adaptability, a Board’s membership must be regularly replenished with new Board members who bring renewed energy and fresh perspectives and ideas. This is made easier if there are term limits to serving on the Board as well as a solid Board evaluation process to ensure Board member contribution is at its highest.

A systematic Board evaluation process such as referred to in the previous section lends itself to integration with a deliberate process of Board succession planning.

The NZCET Board uses the data from the annual Board review to determine the skills and experience profile required to meet the challenges facing the College.  What sort of people should we look to recruit, if any?

When it comes to succession planning, this does not necessarily mean identifying named individuals or ‘lining up’ particular individuals to join or replace other Trustees.  Nevertheless, there are strong advantages for Board members to be kept well informed of its own strengths and weaknesses, the challenges it is facing, and the Board’s thinking about the type of skills and experience it considers most useful.

The bottom line here is that the Board should not leave its future Board membership to chance. It owes its stakeholders good stewardship - this includes a succession process that ensures the College’s fate is in competent and well-motivated hands.

 

SECTION 4

CONGRUENCE

ONE OF THE BOARD’S MAJOR ROLES IS MAINTAINING CONGRUENCE WITH THE VISION, MISSION AND VALUES OF THE COLLEGE.

 

 

SECTION 4   CONGRUENCE

 

4.1   MAINTAINING CONGRUENCE

Developing a governance policy ‘umbrella’ which guides (or as appropriate, constrains) all College activities towards being congruent with the organisation’s values, vision and mission.

Functions reserved to the Board:

  • Whilst ‘Chiropractic Congruence’ is considered to be a distinct and separate function of the Board, no specific task applies. It is understood that ‘Congruence’ with the NZCC values, vision and mission should be maintained throughout all that the Board and College management carry out.
  • All strategies, new and current, must be passed through the ‘congruence filter’ first and foremost.

.2 CONGRUENCE FILTERS

The following filters are used by the Governing Board:

THE COLLEGES VISION:

A world of people expressing optimal potential

THE COLLEGES MISSION:

To educate great people to become the world’s best chiropractors.

THE COLLEGES POSITIONING STATEMENT:

Graduating hands, hearts and minds.

THE COLLEGE VALUES:

Gratitude * Integrity * Vision * Excellence * Love

THE CHIROPRACTIC PRINCIPLES

The philosophy of chiropractic focusses on the body's inborn potential to maintain and restore its own health. The body constantly adapts to internal and external environmental changes thus allowing it to survive and thrive. The nerve system (the brain and the spinal cord) either directly or indirectly coordinates all the information being transmitted from the brain to the tissues of the body. It also integrates all external environmental changes coming to the brain from the outside. This information integration ensures the function of the body, from the complexity of interrelated body systems to individual cellular functions.

Any interference with the nerve system impairs normal function and lowers resistance to disease. Chiropractic helps the body function at its full potential.

SECTION 5  

DETERMINING NZCC STRATEGIC DIRECTION

 

 

 

SECTION 5   DETERMINING NZCC STRATEGIC DIRECTION

 

5.1  THE NEED FOR STRATEGIC DIRECTION

 

The Board’s leadership and stewardship role and its ultimate accountability demand that it takes full responsibility for the organisation’s direction.

Strategic direction begins with ensuring there is a clearly stated purpose for the College’s very existence.

Asking the questions and having collective agreement on the answers to the following questions provide a solid platform for the strategic direction of the College:

 

·         What is our purpose, our reason for being?    (What’s our ‘big idea’?)

·         What is the ‘essence’, the ‘ethos’ or spirit of the organization?

·         If this organization did not already exist why would we create it?

·         What is important to us?

5.2  NZCC VISION, MISSION, POSITIONING STATEMENT AND VALUES

THE COLLEGES VISION:

A world of people expressing optimal potential

THE COLLEGES MISSION:

 To educate great people to become the world’s best chiropractors.

THE COLLEGES POSITIONING STATEMENT:

Graduating hands, hearts and minds.

THE COLLEGE VALUES:

Gratitude * Integrity * Vision * Excellence * Love

 

5.3  THE STRATEGIC PLANNING PROCESS

The annual strategic planning process is a facilitated process involving the entire Board, College President and a facilitator.

The strategic planning weekend takes place in June/July.  The timing allows for new or modified strategic outcomes to be developed into strategic goals and business strategies at management level during the remainder of the year

Each strategic planning weekend covers a review from an Above-Down perspective, starting with the vision and mission of the College.

Every three years a full strategic plan meeting takes place.  Other years a review of the current strategic outcomes occurs.  If, during these years there is a major shift in strategy, then a complete/full strategic planning process will be implemented.

 

5.4   ONGOING STRATEGY

During the year, emergent strategies may arise and internal and external environments are assessed relative to the current intended strategy. Emergent strategies have the potential to slightly modify the intended strategies; the result being ‘realised strategies’.

If the emergent strategies are large enough to significantly shift the strategic direction agreed upon, a complete full strategic planning session and review will be implemented.

SECTION 6

ACCOUNTABILITY AND PERFORMANCE MONITORING

AN IMPORTANT PART OF THE BOARD’S JOB IS TO MONITOR ORGANISATIONAL PERFORMANCE TO ENSURE THE COLLEGE IS ACHIEVING SPECIFIED RESULTS AND MEETING THE STANDARDS REQUIRED.

 

SECTION 6   ACCOUNTABILITY AND PERFORMANCE MONITORING

 

6.1  MEASURING OUTCOMES NOT EFFORT

An important part of the Board’s job is to monitor organisational performance to ensure that the organisation is achieving specified results and meeting the standards required. While it is often easier to measure rates of activity (e.g. the number of external presentations, career talks etc.) the Board’s focus should be on the achievement of desirable outcomes (e.g. student numbers, staff student satisfaction), rather than on the effort expended by the College President and staff to achieve those results.

 

6.2  SYSTEMATIC MONITORING OF NZCC PERFORMANCE

The NZCET Board has established a monitoring schedule including the methods and source for acquiring information, and the frequency of monitoring.

Board members have a right to receive information from management in an understandable and accurate form. The NZCET Board has devoted considerable time in deciding what the key performance variables are that the Board must monitor in order to accurately judge the health of the College. It is essential that the form and detail of monitoring

information be relevant to that required for sound governance decision-making, while avoiding getting bogged down in micro-managing operational detail.

In order for the Board to have control over but be free from the complexity of College operations and thus focus on strategic thinking, a clearly stated and agreed process for keeping the Board informed about the outcomes of operational activities – without encouraging Board involvement - has been determined. While individually, many Board members will be interested to know about the details of day-to-day actions and events at the College, these are often, in themselves, of little relevance or use to the Board in carrying out its governance responsibilities or doing its strategic thinking.

6.3  THE MONITORING SCHEDULE

The Governing Board’s monitoring schedule of NZCC’s performance includes:

·         Monthly President’s Reports

·         President’s Biannual Performance Review

·         Financial Management & Risk Analysis & Management – Section 7

6.4  NZCC PRESIDENT’S REPORTS

6.4.1  MONTHLY PRESIDENT’S REPORTS:

The monthly President’s Reports consist of an overview report from the College President, as well as separate reports from the following areas of the College (in line with the structure of the Strategic Plan):

  1. Teaching & Learning
  2. Research
  3. Community Service (Chiropractic Centre)
  4. Enablers (Operations & Financial)

Each department reports on:

  • Major trend indicators for performance
  • Report on whether ‘major strategies’ from strategic plan are on track or not
  • Risks and Sensitivities to the department and achievement of strategic targets, goals, aims and outcomes
  • Opportunities
  • Matters for noting to bring to Board attention

6.4.2  MAJOR TREND INDICATORS:

Each department in the President’s Reports is supplemented with ‘trend indicators’ to provide the Governing Board a snapshot of the College’s performance.

It is up to the Governing Board to determine which information it needs to track the ‘journey’ towards the desired state.

  • Which performance indicators tell us the most about whether the College is making progress?
  • What significant risks does the College face and what are the relevant performance indicators?

For example, the 2014 high strategic goals and focus are:

  1. A state of excellence
  2. Financial sustainability
  3. Capacity student numbers of high quality

The Governing Board would therefore ensure that the ‘major trend indicators’ reflect these high priority items.

These indicators allow the Governing Board to adequately monitor and evaluate whether the College is on track to deliver on its purpose and mission. It is also important that comparative data such as current vs. past, and target vs. actual is included.

Ideally, the ‘major trend indicators’ should be future focused so the Board is not forced to steer the College by looking ‘in the rearview mirror’.  This information helps the Board look to the future and anticipate both opportunities and challenges.

6.5  PERFORMANCE MONITORING COMMUNICATION

The figure-of-eight diagram on the following page represents the flow of communication between the College President and the Governing Board. Events and activities occurring in the lower operational portion of the diagram are reported on by the College President IN TERMS OF THEIR IMPACT ON THE BOARD’S DESIRED STRATEGIC RESULTS. For example, the President might report on the implications of higher than expected staff turnover (an operational issue) for the achievement of planned results (an obvious Board concern).

At the Board meeting (teleconference or physical), represented by the upper portion of the diagram, the Board discusses the implications of the President’s report(s), at all times staying in its Governance role and thus keeping the debate at the strategic level.

Outcomes of the Board discussion are then translated into management or operational thinking by the College President and taken back into the operational arena to be implemented, evaluated and reported against at a future

Board meeting. For example, the Board’s desire for improved stakeholder engagement and understanding of NZCC’s objectives would be taken away by the College President and translated into various options for, say, more frequent communication with those stakeholders.

 

This type of interaction, with each party respecting the other’s roles, facilitates an ongoing dialogue between the College President and the Board around key strategic issues.

6.6  MONITORING THE COLLEGE PRESIDENT’S PERFORMANCE

The College President’s performance will be assessed against agreed performance and compliance metrics on an ongoing basis by the Governing Board. In turn, the Board will provide regular performance feedback to the College President.

EVALUATING THE COLLEGE PRESIDENT’S PERFORMANCE

The effectiveness of the College begins and ends with the effective performance of the College President. It is therefore essential that there is effective College President performance management by the Governing Board.

The starting point for the Board in this regard should always be to consider how it can ensure the College President succeeds in his or her role. Systematic and objective performance management processes are essential in measuring and providing insight into the performance of the College President.

The College President should only be evaluated against objective and previously agreed-to performance criteria. The College President should also be evaluated only in respect of those matters for which he or she has been delegated full operational authority.

ONGOING EVALUATION

Every President’s Report and Board meeting that reviews organisational achievement can be regarded as a component in the assessment of the College President’s effectiveness.

FORMAL EVALUATIONS

The NZCET Board carries out two formal (biannual) assessments of the College President’s performance.  This continuous feedback and active communication helps guard against the potential for a growing gap in expectations between the Board and the College President.

6.6.1 THE FORMAL REVIEW PROCESS

The Governing Board conducts a FORMAL ANNUAL REVIEW.  This annual review is carried out by the President Review Committee (PRC) and facilitated by Lindsay Corban (Lindsay Corban Associates Ltd   Ph. (09) 815 9674)

ANNUAL REVIEW COMPONENTS:

 

  • 360 Review Survey – carried out by Trustees, direct reports, Stakeholders' Advisory Committee, College President (self-report)
  • President KPI Review and Feedback – provided by College President
  • Presidents KPI Review – performed by the President Review Committee
  • Financial Reports – final un-audited version (audited version is usually not available until march/April)

ANNUAL REVIEW PROCESS:

The annual review begins the first week of December.

First Week of December - 360 Review Survey

  1. President’s 360 Review Survey emailed to respondents:
    1. Trustees
    2. Direct Reports: (VP Academics, VP Operations)
    3. Stakeholders Advisory Committee
    4. College President (Self Review)

Two weeks are allowed for Respondents to complete surveys.

One week is allowed for 360 Survey analysis and preparation of report.

  1. Report and recommendations from 360 Review completed by Corban Associates

First Week of February -   Review Components Supplied & Reviewed

The following components are received by the President Review Committee:

  • President KPI Review and Feedback -  provided by College President
  • Data and supporting documents required for evidence of KPI achievement:
    • student numbers
    • financial report and budget variance
    • staff satisfaction surveys
    • student satisfaction surveys

The President Review Committee will assess the components of the review and put together a written report.

Third Week of February – Review Report and Recommendations

Written Report and Recommendations provided to College President.  This must be provided at least one week prior to face-to-face meeting between President Review Committee, College President and Lindsay Corban.

End of February – Face to Face Meeting

A face-to-face meeting is held between the President Review Committee, the College President and Lindsay Corban. The President Review Committee discusses the review with the College President. Agreement on the report content will be sought as a part of the reviews.  An ‘at-risk’ bonus aligned to performance criteria may be included, at the Board’s discretion.

The College President Package, including base salary and at risk bonus structure are reviewed and confirmed for the year ahead.

HALF YEARLY REVIEW:

The President Review Committee meets with the College President in June/July to review the progress on the year KPI’s and College performance.

The half yearly review does not have any formal components; however it does use the objective performance measures available to assess performance.

The purpose of the half yearly review is to ascertain if the College President requires any further support from the Board, and confirm that the Board is comfortable the year is on track.

6.6.2 THE COLLEGE PRESIDENT KEY PERFORMANCE INDICATORS (KPI’s)

The following components may make up the President’s review and KPI’s:

1.       Recruitment and Student Numbers

2.       Budget

3.       Accreditation

4.       Board Engagement

5.       Staff/Student Satisfaction

6.       Key strategies for the year

Each year, as part of the College President’s package, an ‘at risk’ dollar component is allocated to the KPI’s.

(See Appendix 6.1 for President’s KPI’s)

A bonus aligned to performance criteria may be included, at the Board’s discretion.

6.7  APPOINTING THE COLLEGE PRESIDENT

When appointing the College President, the Board should take every care to ensure that it has canvassed the field of available candidates in order to attract the best person for the position. All potential candidates should be thoroughly assessed for appropriate skills and experience, NZCC cultural and ethos compatibility and an understanding of, and empathy for, NZCC’s vision, core purpose, academics and general business. In addition, an ability to develop an effective partnership with the Board is vital.

Good leaders demonstrate integrity, provide meaning, generate trust and communicate values. They energize their followers, humanely push people to meet challenging goals and all the while develop leadership skills in others.

6.7.1  THE PROCESS:

As this is a specialist role, the position will be advertised both nationally and internationally. 

The NZCET Board usually delegates the recruitment process to a Board committee (Presidential Search Committee) with the guidance of an independent consultant with expertise in the process, to carry out the next phases of the process.

A smaller group than the full Board is often preferable to provide effective liaison with the recruitment consultant used during the search and short-listing phases.

RECRUITMENT CONSULTANT –

In the past, the NZCET Board has appointed an external recruitment consultant to assist with the production of the short-listed candidates meeting the Board's specifications.

In the past, the NZCET Board has used Lindsay Corban as the consultant.

Lindsay Corban
Lindsay Corban Associates Ltd
Ph: (09) 815 9674
Fax: (09) 815 9673
Mobile: 021 909 120

STEP ONE:

AGREEING ON THE MAJOR CHALLENGES FACING NZCC AND DEVELOPING AN AGREED DESCRIPTION OF THE QUALITIES OF THE PREFERRED CANDIDATE.

The critical starting point is for the Board to develop a clear and agreed description of the type of person who will provide effective leadership to the organization over the next three to five years.

To a significant extent, this will flow from the Board’s understanding of:

-          the challenges facing NZCC,

-          the strategic results the Board wants NZCC to achieve, and

-          both the internal and external environmental conditions that the Board anticipates affecting NZCC over the time period.

The three most important sources of information are within the organization and profession – namely the staff/faculty, key stakeholders (stakeholder advisory committee) and the Board members themselves. These perspectives are important, giving clarity and focus to the recruitment process.

STAFF AND FACULTY PERSPECTIVES

Obtaining a staff view on the challenges facing the organisation and the characteristics that should be sought in the new College President will provide the Board with valuable insights into staff perceptions of the type of leadership they require. It will also give the Board a snapshot of the internal health of the organisation. A process like this should also be designed to increase key internal stakeholders’ sense of ‘ownership’ of, and support for, the appointee. One way of doing this is to have a facilitated focus group discussion to which staff representatives or all staff are invited.

Apart from its general value this will assist the Board in making a decision about the desired profile of the new chief executive and in choosing the best-suited candidate.

(See Appendix 6.2 for senior management questions)

STAKEHOLDER PERSPECTIVES

It is important that feedback and opinions of key stakeholders are taken into account in determining the direction and priorities of the NZCC, and the subsequent criteria for College President.  This may extend to active inclusion of key stakeholders such as the Stakeholders Advisory Committee (SAC).

BOARD OF TRUSTEES PERSPECTIVES

The College President is responsible to the board as a whole. It is important, therefore, that the whole Board takes an active part in the recruitment process. The most effective way to do this is to have a thorough discussion at the start of the process to define the desired qualities sought in the new appointee. Again, a facilitated workshop is worthwhile. The aim is to consider staff/faculty and stakeholder perceptions gained through the previous steps and to agree on the key attributes sought and the key results that the new President is expected to achieve.

STEP TWO:

PREPARATION OF PRESIDENT JOB DESCRIPTION BASED ON FEEDBACK

(See appendix 6.3 for example of advertised President’s Job Description)

STEP THREE:

JOB DESCRIPTION SIGN OFF AND ADVERTISING THE POSITION

STEP FOUR:

SHORTLISTING OF CANDIDATES

Lindsay Corban, the HR Consultant, will compile an independent short list of candidates from the long list of applicants, based on matching applications and curriculum vitaes with the JD. The short list will be reviewed by the Committee who will confirm who should proceed to step five.  A letter will be sent to all shortlisted candidates.

(See appendix 6.4 for letter to short listed candidates)

STEP FIVE:

SHORT LIST PRESENTATION & COMPETENCY BASED INTERVIEW

The Chair of the Committee will inform the shortlisted candidates that they will be asked to make a ten minute oral presentation to the interview panel which will be followed by a Competency Based Interview. If international candidates are short listed they will be interviewed by SKYPE.   Up to 3 preferred candidates will go forward to step six.

(See Appendix 6.5 for competency based interview questions)

STEP SIX:

REFERENCE CHECKING:

The committee will perform a thorough reference check on the final short listed candidates based on the historical performance of the candidates with a clear understanding and reference to the JD. Based on the performance of each shortlisted candidate’s Oral Presentation, their CV and Reference Checking, the Committee along with the HR Consultant will decide who should go forward for the Full Board interview.

STEP SEVEN:

FULL BOARD CONSIDERATION AND THE FINAL SELECTION PROCESS

Given the extensive process that has gone before, the final step would be for the Board as a whole to meet the leading candidate(s). By this stage, the Board can have considerable confidence that the Committee has recommended the strongest candidate(s) that fit the Board's requirements.  The full Board will then interview each candidate to reach a final decision. At this point it may be little more than a question of the Board assessing the degree of ‘chemistry’ it has with each of the candidates.

(See appendix 6.6 for final interview questions)

STEP EIGHT:

APPOINTMENT

The final step in the process once again reverts to the ‘President Search Committee’ for the finalization of the new College President’s employment contract within the terms agreed to by the Board. The contract and performance expectations should fully reflect the Governing Board’s expectations.

The Governing Board uses the College HR specialist to advise on the employment contract.

(See Appendix 6.7 for current President’s Employment Contract with accompanying JD)

STEP NINE:

INDUCTION

Steps should be taken wherever possible to ensure that the new College President – particularly if appointed from outside of the organization – is as well briefed and prepared as possible. The objective is to get the new President ‘fully functional’ as soon as possible.

SECTION 7

FINANCIAL MONITORING & RISK MANAGEMENT

THE BOARD HAS A RESPONSIBILITY TO PROVIDE ASSURANCE OF THE FINANCIAL INTEGRITY OF THE COLLEGE, AS WELL AS ENOUGH FINANCIAL RESOURCES, AND ALLOCATION OF FINANCIAL RESOURCES, TO ACHIEVE THE COLLEGE’S OBJECTIVES, MISSION AND PURPOSE. 

SECTION 7   FINANCIAL MONITORING & RISK MANAGEMENT

 

7.1 FINANCIAL MONITORING AND ACCOUNTABILITY

The Governing Board devotes a substantial amount of time and effort to financial oversight. The Board has a responsibility to provide assurance of the financial integrity of the College, as well as enough financial resources, and allocation of financial resources, to achieve the College’s objectives, mission and purpose.

The Governing Board has established the ‘Audit and Finance Committee’ charged with the responsibility of supporting management with a view to providing an effective governance/management interface, overseeing the quality of financial information presented to the Trust Board, and monitoring the effectiveness and integrity of the internal control environment and the College’s audit and risk management functions.

Whilst the Audit and Finance Committee carry out this function in detail, all Board members are accountable for financial stewardship.

The Governing Board has established a financial policy framework to adopt a governance perspective, not a management perspective on the College’s finance. Policies include:

  • Audit & Finance terms of reference
  • Financial Authority Framework

7.1.1 FINANCE REPORTS

Financial reports are provided to the Audit and Finance Committee and College President by the 20th of each month (excluding December and January).

An Executive Summary is included in the President’s Reports that are circulated to the full Board by the College President.

President’s Reports also include Cash-flow and Budget Variance.

The Annual Audited Reports are provided by the auditors by the end of April.

 

7.1.2 THE AUDIT AND FINANCE COMMITTEE

The Audit and Finance Committee Terms of reference can be found in Appendix 7.1

7.2 RISK MANAGEMENT

EXAMPLES OF FAILURE IN THE NOT-FOR-PROFIT SECTOR ARE, UNFORTUNATELY, NOT HARD TO FIND. OFTEN THIS HAS RESULTED FROM A GOVERNING BOARD FAILING TO IDENTIFY AND CHARACTERIZE THE RISKS FACING THE ORGANIZATION AND TO SEE THAT STRATEGICALLY IMPORTANT RISKS ARE MANAGED APPROPRIATELY AND EFFECTIVELY.

7.2.1 WHAT ARE RISKS?

Risks are uncertain future events that could impact the College’s ability to achieve its objectives.

Risks are essential and unavoidable, particularly in a state of change.

For the College to thrive there needs to be a certain level of instability and unpredictability. Progress cannot occur without it.

Risk management by the Governing Board is the process by which the Board and the College President ensure that the College deals with uncertainty to its best advantage.

Internal: the Governing Board manages risk through the establishment of policies that address specific aspects of risk, which include established acceptable levels of risk. The College President is expected to take actions necessary to:

- minimise the negative impacts that arise from risks
- maximise the positive opportunities that arise from risk taking

Reasons why the Board must strategically approach risk management:

  1. To counter losses – reduce the probability, magnitude or unpredictability of loss
  2. To reduce uncertainty – ensure data reported and gathered is adequate to anticipate and prepare for a wider range of outcomes
  3. To take advantage of opportunities – risk management helps to identify opportunities for gain

7.2.2 METHODS OF RISK MANAGEMENT

ONGOING AND SCHEDULED RISK MANAGEMENT:

College Reports:

The College management performs an ongoing risk analysis at the Round Table meetings and reports this to the Governing Board in the monthly President’s Reports in the form of a Risk Chart.

  • President’s Reports:  should provide assurance with indicators for risk management
  • Operation reports
  • Audit reports
  • Internal reports – staff, President review
  • External Reports – SAC survey

The Board’s interest in the risk factors is then evaluated based on probability, possible impact, and current management/overseeing.

Risk

Probability

Potential Impact

Method of management

Comfort Zone

Loss of TIC

low

Very high

???

high

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Board will regularly review the risk map and determine potential level of impact and adequacy of risk management and action. 

7.2.3 ANNUAL REGULATORY COMPLIANCE CYCLE OF NZCC:

(Appendix 7.2 displays the College’s annual audit and compliance checklist, along with its timeline. It is important for the Board to be aware of this.)

7.2.4 THE GOVERNING BOARD ANNUAL RISK ANALYSIS:

In addition to the regular Risk & Compliance Reports, the Board needs its own process for identifying the most significant risks facing the organization each year:

- identifying risks
- evaluating risks
- managing risks

During the December physical meeting of each year, the Board and College President brainstorm the various potential risks facing the achievement of the agreed key strategies for the following year, and create a risk map. Detail from the management risk analysis will be incorporated, the Board will identify risks of high strategic relevance, and strategies will be developed to mitigate these risks.

For example:

SECTION 8

CONNECTION AND INFLUENCE

GOOD GOVERNANCE DEMANDS THAT KEY STAKEHOLDER INTERESTS ARE CLEARLY IDENTIFIED AND POSITIVE RELATIONSHIPS ESTABLISHED.

ESTABLISHING AND GROWING RELATIONSHIPS THAT INFLUENECE AND ENHANCE THE PURPOSES OF THE NZCC IS A HIGH PRIORITY OF THE GOVERNING BOARD.

 

 

SECTION 8   CONNECTION AND INFLUENCE

 

8.1 THE BOARD – PRESIDENT RELATIONSHIP

A sound President-Board relationship is central to a mutually satisfying working relationship and, ultimately, to NZCC’s success.

ROLE CLARITY

Role clarity is the essential starting point for any effective Board-President relationship. This is particularly so when there is an imbalance of authority between the parties such as in the Board-President relationship. It is vital that the Trustees and the College President understand and respect each other’s roles and responsibilities; that they understand the difference between governing and managing and support each other in the carrying out of their respective roles.

TRUSTEE ROLES IN SUPPORTING THE BOARD-PRESIDENT RELATIONSHIP

Essential to the Board – College President relationship are the following roles for Trustees:

 

1.  Effectively advise the College President: Trustees advise the College President on the substance of strategic decisions, and maintain an “open-door policy” for the College President to seek guidance.

1.  Ask tough questions: It is the role of Trustees to ask probing, penetrating questions on the logic of strategic decisions and the dynamics of organizational performance.

2.  Act when necessary: With the agreement of the Chairman, Trustees don’t hesitate to act when the standards of governance and fiduciary responsibility require intervention. Trustees are willing to get their “hands dirty” when circumstances require a hands-on approach (e.g. crisis management).

3.  Demonstrate full commitment and engagement: The College President is more often than not engaged in College activities 24/7. Therefore it is essential that Trustees maintain a deep commitment to the performance of the organization, and this commitment is clearly reflected in their level of engagement on issues of critical importance to the performance of the College.

4.  Demonstrate the values of the College: Essential to the Board-President relationship is that each party maintains a strong commitment to the values and ethos of NZCC. In addition, it is important that all parties are self-aware of their strengths, weaknesses and limitations. All parties are comfortable with having their ideas rigorously challenged.  Each member maintains self-awareness and a “low-ego” approach, with the greater good of the College always at the forefront.

5.  Demonstrate honesty, trust, respect and transparency: All parties work to establish relationships characterized by the highest standards of honesty, trustworthiness, respect and transparency. All parties work to create an environment characterized by mutual respect. All parties are fully transparent regarding their opinions, plans and underlying motivations.

REPORTING AND INFORMATION REQUIREMENTS:

Information is the lifeblood of the Board; regarding both the internal world of the College and the external operating environment. For the most part the information flow is from the College President to the Board. The Trustees therefore need to make clear to the College President exactly what information they require, in what form, about which issues, and when.

A FAIR AND ETHICAL PROCESS FOR COLLEGE PRESIDENT PERFORMANCE MANAGEMENT

The Board has a huge stake in the College President being successful and the College President, therefore, has a right to expect that the Board will provide regular performance feedback as part of a wider performance management.

It is important to understand that performance management is continuous rather than occasional, and ideally provides the opportunity for two way feedback.

8.2 THE CHAIR – PRESIDENT RELATIONSHIP 

The President is employed by the Board as a whole. Only decisions and instructions of the Board acting together, therefore, can be binding on the College President. This means that, excluding extraordinary circumstances, the Chair should not personally issue instructions to the College President.

Given their respective responsibilities it is likely that the Chair and College President will often meet or communicate outside scheduled Board meetings. Great care should be taken to ensure that this forum does not serve as a de facto Board meeting.

Regular President – Chair liaisons can provide a useful opportunity for the President to test the interpretations of Board policy and to discuss ideas and options. However, the Chair should take care never to be tempted to give or remove permission to the College President to carry out operational actions. All operational decisions, within policy, should be the choice of the College President.

It is important that the Chair, at least, has a very clear sense of the separation of powers and can intervene when necessary, perhaps even acting as a protective ‘shield’ for the College President when needed.

8.3 DELEGATION OF AUTHORITY 

TO BE COMPLETED

8.4 STAKEHOLDER RELATIONSHIPS

It is important the Board considers these relationships when determining the direction and priorities of the NZCC. Active inclusion of key stakeholders should also be considered when reviewing processes and/or setting direction and priorities. 

8.4.1 CATEGORIES OF STAKEHOLDERS INCLUDE:

MORAL OWNERS: those people for whom the organization exists, but who cannot exercise the same rights as the legal owners (NZCETB)

THOSE WITH WHOM THERE IS A BUSINESS RELATIONSHIP: individuals, companies or organisations with which the College has a contractual relationship. This includes staff, faculty, students, funding bodies, accrediting bodies, donors, sponsors and suppliers of goods and services.

OTHERS: important stakeholder relationships with other, even competing organisations E.g. Chiropractic Colleges, Organisations, Associations and Groups;  central government agencies, local government, special interest groups, international bodies, etc.

The Board members should take the lead on establishing and growing stakeholder relationships that are vital to the success of the organization. It is the responsibility of the Governing Board to ensure that those relationships are conducted appropriately and effectively

8.4.2 STAKEHOLDER ANALYSIS:

The Board, along with the College President, conduct an annual ‘stakeholder analysis’ which will guide the NZCET Board members to pay particular attention to NZCC’s most important stakeholders that will further enable to successful achievement of strategies and outcomes.

Stakeholder analysis is also an important time to ensure that these relationships are on track.

If there are any particular stakeholders identified, the Governing Board can develop strategies to address the relationships that are not consistent with the Board’s expectations, and maintain/grow those that are.

The stakeholder analysis is performed at the final meeting of the year, in conjunction with the confirmation of the key strategies for the year ahead.

8.4.3 STAKEHOLDER ENGAGEMENT POLICY:

 

TO BE COMPLETED BY MIKE BEFORE YEAR END 2014

Appendices to come !