IMHO: Opening the boardroom door

OPINION: There have been calls that Te Whatu Ora, Aotearoa New Zealand’s new national health organisation, should follow the practice of the previous 20 District Health Boards (DHBs) and hold more open meetings. The rationale playing out in the media this week is that the Te Whatu Ora board: 

1. is accountable for a huge slice of public spending
2. has a major responsibility looking after the health of all New Zealanders. 

Te Whatu Ora Board meeting practices

The Board of Te Whatu Ora have stated that they take a transparent approach to governance. Therefore, they have undertaken to:

• make scheduled and special board meeting times publicly available
• release a list of significant agenda items at the time board papers are released to the board
• release key decisions made and answer media questions by making time for the chief executive and/or board chair to be available following each board meeting.
• release a version of board meeting minutes within the month following each meeting. 

Why transparency matters

Te Whatu Ora is of particular public interest not just due to its budgetary heft and the inherent importance of public healthcare, but also due to the longstanding and future health challenges facing New Zealand, including a perception that the health system is 'broken'.

Transparency is a key feature of NZ’s public institutions. Parliament and many select committee meetings are live-streamed. Their agendas and transcripts are also made publicly available. Similar visibility exists for local government and even your local school board meetings allow members of the public to attend as observers.

However, in contrast, public sector boards including those for state-owned enterprises, crown research institutes and other statutory corporations such as the Reserve Bank do not routinely hold open meetings.

Of course, the high visibility of forums such as parliament does not fully elucidate the decision-making processes that occur. Political party caucus meetings, the government’s cabinet meetings, or the proceedings of the Prime Minister’s kitchen cabinet are not open meetings.

How private meetings support board performance

Whilst scrutiny and accountability is certainly welcome - especially for the transformation of our critical health sector, there are very good reasons why board meetings are not typically open to the public.

The Institute of Directors’ Four Pillars of Governance Best Practice  (Section 2.1) describes a high-performing board as demonstrating “…a culture of capability, accountability, independence, inclusion, trust, diligence and candour.”

The achievement of at least four of these - independence, inclusion, trust and candour, is highly reliant on the presence of a psychologically safe environment. This is an environment where board members feel that they can bring who they really are to table - whether it is raising concerns, sharing ideas when they are not fully formed, or ultimately revealing what they are thinking without moderation or modification.

Many NZ boards invest in building the interpersonal trust that underpins psychological safety through development training and spending time together outside of meetings during site visits or a sharing a pre-meeting meal.

When you hold a meeting in a public forum, the same degree of psychological safety cannot be readily achieved. This inevitably constrains or modifies how board members function and what they say. Whether due to a fear of misspeaking, the risk of being misinterpreted out of context, or even due to a desire to come across favourably.

Effective board meetings do of course involve active discussion and debate. However, they should not be viewed comparable to public debates such as when David Lange argued against nuclear weapons at the Oxford Union in 1985, or even the regular theatre of the NZ Parliament in action.

Other considerations for the Te Whatu Ora board meetings

DHBs, in addition to parliament, local government and school boards, are each filled by elected members. Our tradition of supporting accountability by open access to these meetings appears to be closely linked to members/representatives being selected through a ballet box. The board for Te Whatu Ora was appointed not elected.

Given that the Te Whatu Ora Board agenda could include private and confidential matters such as clinical incidents, employment matters, and commercially sensitive contracts, these would need to be addressed ‘in camera’, outside of an open meeting in any case. Of course, the Te Whatu Ora Board could choose to hold some sessions that are open to the public, although these might be better framed as communication opportunities instead of effective board decision-making in action.

Transparency for Te Whatu Ora is very much a live political issue. At the current time of transition and (hopefully) positive transformation, the board attempting to function in the harsh glare of an unrelenting public spotlight could also conceivably create an unintended distraction from the work that needs to be done. Judging on outputs and outcomes would seem to be of greater value. 

What else could the Te Whatu Ora Board do to achieve transparency and accountability?

Here are three initial suggestions: 

• Publicise and consistently report on KPIs for the outputs and outcomes of Te Whatu Ora services.
• Ensure that the published minutes are not overly sanitised to an extent where they no longer describe how matters are being addressed. Here is an example of the way minutes are currently presented:

Te Whatu Ora Board Meeting - 29 July 2022 

3. Finance. Noted transfer process of finance data and processes and reporting proceeding. Difficulty of getting timely and accurate information from multiple systems. Sound progress being made.

• Report attendance records for board members to reflect their diligence and engagement with board meetings.

You may well have your own views on this topic and these are very welcome. Please feel free to join the conversation on LinkedIn. 

About the author

Lloyd Mander CMInstD is the Principal Consultant for DOT Scorecard – working with boards and senior teams to reveal their potential for diverse thinking and develop the decision-making culture required to realise this potential. He is the chair of the Institute’s Canterbury Branch Committee and is a representative on the Institute’s National Council.

The views expressed in this article do not reflect the position of the IoD unless explicitly stated.

Contribute your perspectives and expertise on an area of governance to the IoD membership and governance community. Contact us mail@iod.org.nz