REANNZ – Director

About Research and Education Advanced Network New Zealand

Research and Education Advanced Network New Zealand Limited (REANNZ) operates and supports a specialist high-performance digital network that is engineered to meet the unique performance demands of scientists, researchers, innovators and educators from 45 member organisations from New Zealand’s universities, Crown Research Institutes, institutes of technology and polytechnics, and the wider education, research and innovation sector.

REANNZ is used by researchers to access, move and share data-intensive research around the country and across the world, enabling them to collaborate and contribute to world-leading research to benefit New Zealand and the world. REANNZ engineers also develop and support solutions to address complex technical issues in this specialist environment.

REANNZ is a Crown entity company

REANNZ is a Crown entity company and subject to relevant provisions of the Crown Entities Act 2004(external link), the Companies Act 1993(external link), and the REANNZ Constitution(external link), which provide a framework for the company’s governance and accountability, including responsibilities of board directors, disclosure of interests, and the roles of Ministers.

The Minister for Research, Science and Innovation and the Minister of Finance are the shareholding Ministers. Under the Crown Entities Act 2004, Ministers have powers with regard to all entities on matters of strategic direction, targets, funding, performance, reporting and reviews.

Board Director responsibilities

Role of Directors

The role of a Crown entity company board Director involves working with the board Chairperson and other members to achieve the following:

• Provide leadership to the entity, consistent with the purpose of the entity and the Minister’s expectations.
• Ensure effective accountability and governance of the entity, consistent with the requirements of relevant legislation, including the Companies Act 1993 and the Crown Entities Act 2004.
• Attend board meetings and participate fully in board discussions. This includes constructively challenging the views of other board directors where appropriate, while being collegial and supportive.
• Setting the culture and tone of REANNZ as an organisation.
• Provide guidance and support, as part of the board, to the entity’s chief executive to ensure the company is managed effectively.
• Contribute towards the process to oversee the employment of the chief executive.

Members are also required to inform the Board Chair of any interests that they have, or are likely to have, in matters relating to the company, and notify the chair of any new interests which may arise during their term.

Collective and individual duties

The Crown Entities Act 2004 and the Companies Act 1993 set out a consistent and coherent framework for the governance, reporting and accountability arrangements of Crown entities.

The collective duties of Board members are to ensure that the REANNZ Board acts consistently with its objectives, functions, current Statement of Intent and Statement of Performance Expectations, and that the REANNZ Board’s functions are performed efficiently, effectively and in a manner consistent with the spirit of service to the public, and in a financially responsible manner.

The individual duties of REANNZ Board members are:

• to comply with the Companies Act 1993, Crown Entities Act 2004 and REANNZ Constitution
• to act with honesty and integrity, in good faith and not at the expense of the entity’s interests, with reasonable care, diligence and skill
• not to disclose or make use of information that otherwise would not be available to them.

Further information on how the relationships between Crown entities, Ministers, and departments work in practice can be found here(external link) on the Public Service Commission’s website.

Membership of the Board

Members are appointed for terms of up to three years and may be reappointed on the expiry of their term. Members of the Board may resign by written notice to the shareholding Ministers. Members may be removed from office at any time, and for any reason, by written notice from the shareholding Ministers to the company.

Time commitment and remuneration

The fee payable to directors of the REANNZ Board for carrying out their duties is set in accordance with The Treasury’s Crown Company Fees Methodology. Currently directors’ fees for REANNZ Board are based on a rate of $20,184 per annum. Actual fees paid are within the discretion of the REANNZ Board. REANNZ policy is to reward committee chairs (currently Finance and Audit and People and Culture) within the pool of board fees so the director remuneration is a minimum of $19,434 per annum.

The Board may authorise the reimbursement, by the Company, of reasonable travelling, accommodation, and other expenses incurred by directors in attending meeting of the Board or Shareholders, or in relation to any other affairs of the Company.

The REANNZ Board meets a minimum of eight times per year, primarily in Wellington. Board meetings are occasionally held in other locations to meet REANNZ staff and learn more about stakeholders. A director is also expected to be a member of at least one committee that meets a minimum of three times per annum and attend an annual strategy session.  In addition, directors are expected to spend an estimated one day preparing for each meeting and on other board matters. Board materials are distributed to Board members in sufficient advance of the Board meetings to allow members to be thoroughly prepared.

Person specifications – Director

Specific skills required

At this time, the Minister for Research, Science and Technology is seeking candidates who wish to be considered for appointment as a member of the REANNZ Board, who can provide one or more of the following skills and experience:

• proven well-developed governance experience
• strong understanding of the science and innovation or telecommunications sectors
• a good understanding of public accountability
• commercial and/or financial acumen
• a connection to the governance of CRIs.

Additional skills, experience and attributes required

Directors should have an appreciation of the role of the Crown as an investor and the need to maximise the value to New Zealand from Crown-funded investments, as well as an understanding of the public sector and governance responsibilities of the Crown as a responsible investor under the Companies Act 1993 and the Crown Entities Act 2004.

Directors must be aware of the importance of personal integrity and the need to disclose any interests they have or are likely to have in matters relating to the REANNZ Board, whether or not these create a conflict of interest. Directors must also be sure that they have the interest and enthusiasm needed to contribute effectively to the performance of the entity throughout their term of directorship.

Board members are appointed as individuals to deliver on their collective responsibilities and not as representatives of particular sectors or interest groups. Diversity of experience and background of members across the Board is a key consideration.

The Crown Entities Act requires the shareholding Ministers to:

• only appoint a person who, in the shareholding Ministers’ opinion, has the appropriate knowledge, skills, and experience to ensure the sound management of the Crown entity company and to assist the company to achieve its objectives and perform its functions; and
• in appointing, take into account the desirability of promoting diversity in the membership of Crown entities.

Applicants for a director role should have the necessary skills and experience to enable them to meet the requirements of a director in terms of the Companies Act and other relevant legislation; and have the demonstrated skills to contribute to board level decision-making. Applicants must have the legal right to work in New Zealand.

Disclosure of interest

Section 31 of the Crown Entities Act 2004 requires that before a person is appointed as a member of a Crown entity, the person must:

• consent in writing to being a member
• certify that they are not disqualified from being a member under section 30(2) of the Act; and
• disclose to the responsible Minister the nature and extent (including monetary value, if quantifiable, of all interests that the person has at that time, or is likely to have, in matters relating to the entity.

As part of the appointment process, candidates are required to complete a Disclosure Form. The information that is disclosed by the candidates enables the responsible Minister to know the relevant interests and any conflicts that a person may have in relation to an appointment to an entity. The information is used to assess whether a candidate would be able to contribute effectively to the entity’s affairs, and where conflicts are identified, to ensure that these can be managed appropriately. 

Additional information

For further enquiries about the position, email: boardappointments@mbie.govt.nz