Scion – Chair

About Scion

Scion’s purpose is to drive innovation and growth from New Zealand’s forestry, wood product and wood-derived materials and other biomaterial sectors, to create economic value and contribute to beneficial environmental and social outcomes for New Zealand. Further information on Scion can be found at its website(external link).

Scion is a Crown entity company

Scion is a Crown Research Institute (CRI). CRIs are Crown-owned companies that carry out scientific research for the benefit of New Zealand. CRIs play a unique and important role supporting their sectors to innovate and grow. CRIs strive to address New Zealand’s most pressing issues and achieve economic growth by improving sectors’ productivity and sustainable use of natural resources.

The Companies Act 1993, Crown Research Institutes Act 1992 (the CRI Act) and the Crown Entities Act 2004 provide a framework for governance and accountability, including responsibilities of directors, disclosure of interests, and the roles of Ministers. These acts are available at legislation.govt.nz(external link).

CRIs have two shareholding Ministers who act to protect the Crown’s investment: the Minister of Finance and the Minister of Science, Innovation and Technology. Ministers have powers with regard to all entities on matters of strategic direction, targets, funding, performance, reporting and reviews. MBIE is the primary monitoring agency for all CRIs.

Director responsibilities

Role of the Chairperson

The Public Service Commission’s guidance sets out that a Crown entity Chairperson should:

• Provide effective leadership and direction to the board and entity, consistent with the purpose of the entity and Ministers’ expectations.
• Ensure effective accountability and governance of the entity, consistent with the requirements of relevant legislation, including the Crown Entities Act.
• Act as the leader of the entity, including presenting the entity's objectives and strategies to the public. Represent the entity to government and stakeholders, including attending any select committee appearance by the entity.
• Ensure appropriate policies and structures are in place to support the board, including processes in accordance with Schedule 5 of the Crown Entities Act.
• Take the lead, often in conjunction with the monitoring department, in providing comprehensive tailored induction for new board members.
• Ensure that the development needs of individual board members are identified and addressed and, where necessary, dealing with underperformance by board members.
• Ensure that an annual performance evaluation is conducted of the board as a whole, as well as of the chairperson and members individually.
• Participate in the recruitment process for new board members. This is likely to include maintaining a view on the desired composition of the board, considering succession planning for members and Chairperson and supporting Ministers and monitoring departments in appointing and reappointing board members.
• Provide guidance and support to the Chief Executive to ensure the entity is managed effectively. This includes establishing and maintaining an effective working relationship with the Chief Executive while also taking an independent view to challenge and test management thinking.
• Oversee the employment of the Chief Executive, including considering succession planning, and organising induction for a new Chief Executive.
• Represent the board in formal assessments of the Chief Executive's performance and in the required discussions with the Public Service Commission with respect to Chief Executive terms and conditions at time of appointment and performance reviews.
• Ensure that appropriate interest registers are in place, in accordance with the Crown Entities Act, and that members' conflicts of interest (including those of the Chairperson) are dealt with appropriately.

Develop and maintain sound relationships with Ministers and their advisors including:

• Leading any formal entity discussions with Ministers, particularly on budget and planning cycles, including the Statement of Intent and Letter of Expectations
• Signing off on formal governance documents (Statement of Intent, Annual Report, others), generally in conjunction with the Deputy Chairperson (if appointed)
• Acting as spokesperson for the board to ensure that Ministers and other key stakeholders are aware of the board's views and activities, and that Ministers' views are communicated to the board
• Ensuring that the Ministers are kept informed under the 'no surprises' obligations.

Chair board meetings, including:

• Setting the annual board agenda and ensuring there is sufficient time to cover issues, ensuring the board receives the information it needs and that contributions are made by all board members and assisting discussions towards the emergence of a consensus view and summing up so that everyone understands what has been agreed.

Note: where the Chairperson is unavailable, absent or conflicted, the Deputy Chairperson (if appointed) will fulfil the role. A Chairperson may also delegate various roles at times, for example to another board member.

Collective and individual duties of directors

The collective duties of directors are to ensure that Scion acts consistently with its objectives, its Statement of Corporate Intent and Statement of Performance Expectations, and that Scion’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. Directors are responsible for:

• Setting and monitoring the strategic direction of Scion.
• Fostering a diverse and inclusive environment, and setting the culture and tone of Scion.
• Taking decisions that it has reserved for itself under the delegations policy.
• Appointing the Chief Executive.

The duties of individual directors are described in the Companies Act, CRI Act and the Crown Entities Act. In addition, candidates should have backgrounds that demonstrate strong personal integrity and ethics that will enable them to meet their obligations as a director.

Directors are expected to adhere to the Public Service Commission code of conduct(external link).

Further information on the relationships between Crown entities, Ministers, and departments can be found at It Takes Three: Operating Expectations Framework for Statutory Crown Entities(external link).

Membership of the Board

Directors (including the Chair) are appointed for terms of up to three years and may be reappointed on the expiry of their term. Directors of the Board may resign by written notice to the shareholding Ministers. Directors 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 Chair of Scion is paid a fee of $70,158 per year.

The Board meets approximately 9 times a year with the majority of those meetings in person in Rotorua, Wellington or Christchurch.  In addition to board meetings directors are expected to contribute to one or more of the Audit & Risk, People & Culture and Masterplan Committees. These committee meetings are held by videoconference. In addition to preparing for those meetings, directors may also participate in ad hoc decision-making during the year. The Chair is also expected to spend additional time preparing for each meeting and on other Board matters.

Person specifications - Chairperson

Specific skills required

At this time, the Minister of Science, Innovation and Technology is seeking candidates for the Chair role, who can provide a number of the following specific skills and experience:

• Proven governance experience, including previous experience in Chair roles.
• A genuine interest in Scion’s purpose and the contextual environment in which Scion operates.
• Strategic leadership capabilities.
• Ideally an understanding of public accountability.

Additional skills, experience and attributes

• Business and commercial acumen, including industry connections.
• Commercialisation and innovation experience.
• Financial acumen, including audit and risk management expertise.
• Stakeholder management experience.
• An understanding of the science and research system.
• Media and public relations experience.
• Expertise in change management and human resources.

Applicants must have the legal right to work in New Zealand.

Disclosure of interest

Before a person is appointed as a director of a Crown entity, the person must complete a disclosure form informing the shareholding Ministers 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 Crown entity company.

Additional information

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