1.1 Ensure the Society’s actions are consistent with the aims of the Mission Statement

1.2 Each of the directors and all of the Society’s management are fully committed to high standards of corporate governance, which includes embracing the following principles:

• To observe high standards of ethical and moral behaviour;
• To act in the best interests of stakeholders* and members;
• To ensure that SPCA acts as a good citizen and is recognised as an icon in New Zealand; and
• To be a responsible employer.

The primary responsibility of the directors is to exercise their business judgement to act in what they believe to be the best interests of the Society and its stakeholders and members.  In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Society’s senior staff and its outside advisors and auditors.

It is the Board’s responsibility to take appropriate steps to protect and enhance the value of the assets and reputation of the Society in the best interests of its stakeholders and members.  The Board will ensure that at the heart of the organisation there is a culture of honesty, integrity and excellent performance. In furtherance of its responsibilities, the Board will:

• Ensure that appropriate systems and processes are in place so that the business of the Society is conducted in an honest, ethical, responsible and safe manner;
• Review and approve all policies and protocols of the Society;
• Oversee the overall conduct of the business and ensure that it is being properly managed;
• Ensure that effective audit, risk management and compliance systems are in place to protect the Society’s assets and to minimise the possibility of the Society operating beyond legal requirements or beyond acceptable risk parameters;
• Be actively engaged in directing and approving the strategic planning of the Society and monitoring management’s implementation of the strategies;
• Analyse and review material capital expenditure;
• Set delegated authority levels for the Chief Executive Officer;
• Review and approve the annual plan, financial and operating budget, and monitor financial performance and integrity of reporting;
• Appoint, remove and if necessary, review the performance of the Chief Executive Officer and oversee succession plans for the senior management team;
• Act in such a way that Board meetings and discussion promote focused debate within a supportive team atmosphere;
• Ensure effective and timely reporting to stakeholders and members; and
• Safeguard and enhance the image and reputation of the Society.
  

The Board will meet at least four times a year and otherwise as necessary to deal with any urgent matters.  The Rules govern the regulation of meetings and proceedings of the Board.  Directors should spend the time necessary and meet as frequently as necessary to properly discharge their responsibilitiesp

To enable appropriate review of Board materials, directors will be sent materials at least one week in advance of the Board meetings in either paper form or electronically.  The content, presentation and delivery of papers to directors for each meeting will be in accordance with guidelines agreed by the Board.

The Chairman, Chief Executive Officer or committee chairpersons may from time to time invite employees and advisors to attend Board or Committee meetings whenever deemed appropriate.

Proceedings of all meetings are minuted and signed by the Chairman of the relevant meeting.

Minutes are circulated to directors and approved by the Board at the subsequent meeting.

Meeting procedures for committees will be governed by the respective Board approved charters.

The Chief Executive Officer and Chairman will establish the agenda for each Board meeting.  Standing items will include the Chief Executive Officer’s written report, financial reports, OSH report and Board sub-committee reports.  Each director is free to raise at any Board meeting subjects that are not on the agenda for that meeting.

The Board will ensure that all new directors are appropriately introduced to senior managers and the business of the Society.

It is expected that all directors will continuously educate themselves to ensure that they may appropriately and effectively perform their duties.  In addition, visits to specific Society operations, when appropriate and briefings from key executives and relevant reports will be arranged, from time to time.

The Board will conduct an annual review of the Chief Executive Officer’s performance to ensure that he or she is providing the best leadership for the Society in the long and short-term.

The Board delegates to the Chief Executive Officer responsibility for implementing the Board agreed strategy and for managing the day-to-day operations of the Society.  The Chief Executive Officer is, in turn, expected to delegate some of those powers to management. The Board is responsible for monitoring those delegations.

When directors seek clarification regarding information provided to directors, or are seeking information about the Society generally, this can be sought directly from the appropriate senior manager, but the Chief Executive Officer should also be advised.  The Director will copy the Chief Executive Officer on any written communications between a director and employee of the Society.

Directors may be invited by the Chief Executive Officer to attend management meetings where directors have a particular interest or expertise.  Directors may make their interest known to the Chief Executive Officer.

A committee or individual director may, with the prior approval of the Chairman, engage professional advisers at the Society’s expense to advise or assist them in carrying out their responsibilities.

The Board, both individually and collectively, are expected to act ethically and in a manner consistent with the values of the Society.  Each director will minimise the possibility of any conflict of interest with the Society by restricting involvement in other businesses that would be likely to lead to a conflict of interest.  Where conflicts of interest do arise, directors will excuse themselves from the relevant discussions and will not exercise their right to vote in respect of such matters.  All conflict of interest shall be recorded in a register maintained by the Secretary.

The Rules prescribe that the Board shall comprise not more than 12 and not less than 8 directors.  The maximum number of directors may be fixed within this range from time to time by ordinary resolution of stakeholders and members.  From time to time Honorary Advisors may be appointed to the Board, these Advisors will not be included as members of the Board and will have no voting powers.

The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur between annual general meetings.  In considering potential directors to commend to members, the Board seeks to identify candidates with appropriate skills, knowledge and experience to contribute with effective direction of the Society, who can exercise an independent and informed judgement on matters which come to the Board, who are free of any business or other relationship that may interfere with the exercise of that individual judgement and can give the role the required time and commitment.

The Chairman and Deputy Chairman are selected by the full Board.

Directors are required to bring forward to the Board all relevant information which may affect their independence on any matter related to the Society.

The roles of Chairman and Chief Executive Officer are separate.  The Chairman’s role is to:

• Manage the Board effectively and provide effective leadership in formulating strategic direction;
• Foster a constructive governance culture and apply appropriate governance principles among directors and with management;
• Make sure the Board is well informed and effective and that the members, individually and as a group, have the opportunity to air differences, explore ideas and generate the collective views and wisdom necessary for the proper operation of the Board and the Society;
• Ensure there are processes and procedures in place to evaluate the performance of the Board, its committees and individual directors;
• Ensure effective communication with stakeholders and members;
• Act as a mentor or counsel for the Chief Executive Officer; and
• Act as the link between the Board and the Chief Executive Officer on a day-to-day basis.
• Undertake, as required, an annual review of all or any director

The requirements and procedures governing the retirement, rotation and resignation of directors are prescribed in the Society’s Rules.

The Board has established various committees to handle particular analysis and work delegated by the Board.  These committees are comprised of directors appointed by the Board and the chairpersons of such committees are appointed by the Board.

The two standing committees are the [Audit Committee and the People Development and Remuneration Committee]. From time to time, the Board may also establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with, specific issues on behalf of the Board. All Board members may attend the sub-committee meetings if they so chose, however Board members attending these meetings will not be eligible to vote.

Each committee shall have a Board approved charter defining its purpose, role and responsibilities as well as the committee’s membership, operations and reporting requirements.  Where appropriate, the committees will make recommendations to the full Board.  Committees are not to take action or make decisions on behalf of the Board unless specifically mandated by prior Board authority to do so.

• The Committees shall undertake an annual review of their objectives and activities.
• The objectives and activities of the Committees shall also be reviewed by the Board.

Directors standing for re-election on a three-year cycle will have their performance evaluated by their fellow directors and senior management in a process co-ordinated by the Chairman.  Individual feedback will be given to each director as their evaluation is completed.

Unless otherwise directed by the Chief Executive Officer, Executive Director or the Chairman, communications on behalf of the Society with the media must be made only by specifically designated representatives of the Society in accordance with the Society’s Media Policy. The Media Policy authorises the Chairman to speak on behalf of the Society on governance issues and strategic direction.  The Chief Executive Officer and Executive Director are authorised to speak on all aspects of the Society other than governance.  If any other director receives any inquiry relating to the Society, he or she should decline to comment and ask them to call the Chairman, the Chief Executive Officer or the Executive Director.

The Board will conduct an annual performance review of the Board as a whole to be completed after financial year-end.  Individual director views and the collated views of members of the senior management team will be sought on Board process, efficiency and effectiveness, and discussed by the Board as a whole.

The Board will review this Charter annually and as required to ensure it remains consistent with the Board’s objectives and responsibilities.