Can people with a learning disability serve on a board?

Shane McInroe

Shane McInroe has a simple question for New Zealand boards that have never considered appointing someone with learning disability: “Why not?”

The Christchurch-based disability advocate has served on the board of Catapult Employment Agency and is now a trustee of Standards and Monitoring Services (SAMS).

He knows the difference between being invited to give an opinion and having the authority to make a decision. 
“I've got the same voting rights as everyone else on the board,” he says.

McInroe wants more people with learning disability – his preferred term, rather than intellectual disability, which is commonly used in legislation and by organisations such as IHC – to take on formal governance responsibilities. 
“There are lots of people who are on advisory groups, which I think are important, but they don’t have the same voting rights.”

People with intellectual disability remain a rarity on New Zealand boards. IHC estimates around 10 people currently hold governance roles across the country, including positions with People First, Disabled Persons Assembly and SAMS.

McInroe’s involvement in governance grew out of years working in the disability sector. Since 2017, he has contributed to committees, leadership groups and co-design projects, including work on disability support and funding arrangements.

Those relationships eventually led to an invitation to join the SAMS board.

The right to govern

Having a learning or intellectual disability does not in itself prevent someone from serving on a board in New Zealand.

Under the Companies Act 1993, disability is not in itself grounds for disqualification as a company director. The Trusts Act 2019 sets eligibility requirements for trustees, including having the capacity to perform the role.

Certain legal arrangements concerning a person’s ability to manage their property can prevent an appointment. However, having an intellectual disability does not establish that someone is ineligible to govern.

The Institute of Directors (IoD) has partnered with IHC to develop Easy Read Governance Information, a resource designed to help people with intellectual disability understand governance and participate in board roles.

Judene Edgar MNZM, CMInstD, a principal advisor in the IoD’s Governance Leadership Centre, contributed to the resource. She says traditional recruitment practices may be limiting who gets considered for board positions. 

“Boards often rely on shoulder-tapping and familiar networks to find new directors, which can mean appointing people with similar backgrounds and experiences.

“We need to look more broadly at who has the capability to contribute, and distinguish between someone’s ability to govern and the adjustments they might need to participate effectively.”

A whole other language

The project began after disability advocate David Corner ONZM raised concerns about people with intellectual disability being excluded from governance opportunities.

Dr Nicolina Newcombe, Inclusion Advisor at IHC, led the project, working with McInroe and Edgar to develop the resource. She invited McInroe to contribute his experience as a board member.

“I stupidly said yes,” he jokes, recalling the work involved.

Looking back, however, he considers it one of the projects he is most proud of.

McInroe knows from experience how challenging governance information can be, particularly for people unfamiliar with the terminology and processes.

“It’s a whole other language,” he says.

Terms of reference, financial reporting, regulatory obligations and board procedures can be difficult to understand. He has also served on leadership groups where the information and processes weren’t accessible to him.

The resulting resource explains the roles and responsibilities of boards, conflicts of interest, board appointments and accessible meetings. It includes practical templates and a section of advice written by McInroe.

Two topics were particularly important to him: meeting assistants and preparing for the end of a board term. Both were included at his suggestion.

Although developed primarily for people with intellectual disability, McInroe hopes it will have a much wider audience. 
Edgar says governance terminology can be difficult to navigate, even for people with considerable professional experience.

“Making that information accessible helps more people understand what serving on a board involves and gives them the confidence to consider opportunities they might otherwise have ruled out.”

Making the boardroom work

Financial reports are among McInroe’s least favourite responsibilities. He finds them dry and sometimes difficult to work through.

He also needs sufficient preparation time. Ideally, that means receiving board papers two weeks before a meeting.

“It’s just my accessibility need,” he says.

A week may be manageable, but urgent papers and complicated reports are harder to absorb at short notice.

He sometimes phones another board member to talk through information, although he also values the opportunity to work through questions independently.

Other aspects of board meetings can make participation difficult. When several people speak at once or discussions move too quickly, he can struggle to follow everything.

More breaks can help. So can using subcommittees to work through complicated matters, such as health and safety, rather than requiring the full board to examine every detail.

Technology presents its own challenges. McInroe has encountered difficulties using board management platforms that require members to review documents and leave comments electronically. When those systems do not work for him, he uses email instead.

Edgar says directors’ responsibilities remain the same, regardless of how they access information or participate in meetings.

“Every director has the same fundamental responsibilities, but that doesn’t mean everyone has to receive information or participate in meetings in exactly the same way.

“Good board practice includes clear papers, enough time to prepare, well-run meetings and opportunities for directors to ask questions. Making those processes more accessible can improve the quality of discussion and decision-making for the whole board.”

McInroe believes people considering governance should understand the responsibilities involved and seek out organisations committed to making participation possible.

He encourages prospective board members to learn about their rights, build confidence and develop the skills needed to contribute to meetings.

He points to courses offered by People First, including learning to speak up and understand their rights, as useful preparation.

Who’s missing? 

McInroe wants more people with learning disability involved in governance across New Zealand, including in organisations outside the disability sector.

He points to Air New Zealand as an example of a company that could benefit from a different perspective around its board table.

Someone with learning disability could help the organisation understand the challenges some customers face throughout their journey, he suggests, from booking tickets to navigating airports and boarding flights.

The same applies to banks and other organisations providing services to people with different accessibility needs. 
“We’re a huge number,” McInroe says of the disability community. “Eventually you’re going to meet someone or you’re going to know someone who's got a learning disability in Aotearoa.”

Knowing when to leave

McInroe believes boards and their members should think more carefully about what happens when someone’s term ends.

He has seen people struggle when a governance or leadership role comes to an end, particularly when the position has provided a sense of purpose, belonging and connection.

“It’s almost like no one likes me anymore,” he says, describing how some people can feel after leaving.

That’s why he wanted the resource to include information about preparing for the end of a board term.

And he wouldn’t mind a seat on the Air New Zealand board himself.

The free flights, he jokes, would be a bonus. 
  
Easy Read Governance Information was developed by IHC in partnership with the Institute of Directors New Zealand. Authored by Dr Nicolina Newcombe, Shane McInroe and Judene Edgar MNZM, CMInstD, the resource provides accessible guidance on board responsibilities, appointments, meetings and participation, alongside practical templates.