CEO letter:

Good foundations

Kirsten (KP) Patterson

Tēnā koutou katoa,

Good foundations. They’re as important in building great organisations as they are to great buildings.

Like many not for profits, the Institute of Directors’ key foundation document is our Constitution. Constitutions are often seen as boring or dusty things, only pulled off the shelf at the time of the AGM or when power is challenged. Given the legislation governing incorporated societies, the Incorporated Societies Act, is 111 years old it’s probably no surprise constitutions are considered old and dusty.

The long overdue review of the Incorporated Societies Act 1908 is underway and there are some key changes proposed that will impact on the over 23,000 incorporated societies in NZ. That includes us here at the IoD.

Key changes proposed include:
minimum requirements for constitutions beyond current requirements
officers’ (committee members or office holders) duties will be akin to directors’ duties under the Companies Act
conflict of interest disclosure procedures
access to information for members
formalising financial reporting requirements
societies must have a dispute resolution procedure to deal with both member grievances and complaints.

Rather than just reviewing for compliance, we will also be taking the opportunity to review the IoD governance frameworks that the Constitution establishes to ensure they reflect best practice and are fit for the future. Because we are a membership body and we are “owned” by you, the members, we will be seeking your views and input into the process in the coming months.

What should the governance structures look like for New Zealand’s leading professional body focused on governance? We are lucky to have over 9,000 governance experts in the IoD community so we are looking forward to your feedback and advice.

Part of reviewing our governance and foundation frameworks is ensuring that we are reflective of, and relevant to, the director community of tomorrow.

The art of governance is evolving and you should rightly expect your governance membership body to be alongside and evolving with you.

As part of our evolution we will be launching our new brand from September and a new digital experience and website for members from the end of the year. So we’ll have a refreshed look and feel which will make us feel fresher and more modern.

But really evolving and building our brand is about so much more than that. Our brand is our reputation, our values, the trust we build, and it should reflect the services and voice you need. Perhaps most importantly it should champion and position the importance of best-practice governance out there in the world and show what governance and directors mean for New Zealand.

2019 marks 30 years of our independence from the UK IoD so it is time we reflect our strong New Zealand voice. A more contemporary reflection of the governance community and issues facing boards is also overdue.

Strong internal foundations. Strong external voice. We believe that good governance can be transformational and we need to transform, too.

Ngā mihi

Kirsten KP

2019 August/ September BoardRoom