Governance

All parent company Directors are non-executive. Board decisions are made collectively — individual Directors have no separate governing role.

The Ministers of Finance and Crown Research Institutes each hold 50% of the company’s shares on behalf of the public. The shareholding Ministers appoint the Chair, Deputy Chair, and the five other Directors to the Board of Manaaki Whenua. The Board evaluates its performance annually using templates provided by the Crown Company Monitoring Advisory Unit (CCMAU).

The Directors meet monthly — primarily in person — at science locations including remote field sites.

Board responsibilities and operations include providing strategic direction, selecting, evaluating and recommending remuneration for the Chief Executive, succession planning for the Chief Executive, formulating policy, managing risk, ensuring legislative compliance, monitoring performance (economic, environmental and social), and communicating with the shareholding Ministers and other stakeholders.

The Board reviewed and updated the Guiding Philosophy, and approved the Sustainability Policy. The Board regularly monitors whether the Directors, managers, and staff maintain high standards of ethical behaviour, and generally act as good corporate citizens. Ultimate responsibility for Manaaki Whenua lies with the Board but, in effect, senior managers share responsibility for managing the company. The parent company Board appoints senior managers to act as Directors of subsidiaries, and monitors the subsidiaries’ performance.

In May and June each year, the Board negotiates a Statement of Corporate Intent (SCI) and a Strategic Business Plan for the next financial year with the shareholding Ministers. The SCI sets out the company’s core business, performance measures and targets (financial and non-financial) for the coming year in accordance with the Operating Principles of the CRI Act (1992). The SCI is tabled in Parliament, and is a public document. The Strategic Business Plan, which contains the key business initiatives and more detailed financials, is confidential.

All CRIs must report against all SCI measures and targets (page 11). The annual reports are tabled in Parliament, and each CRI’s performance is reviewed by the Parliamentary Select Committee for Science and Education.

Planning and reporting framework

Planning & reporting framework diagram

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Annual Report 2003/04

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