Board Governance & Best Practices | UNICEF Aotearoa Governance Statement

UNICEF Aotearoa Governance Statement

The New Zealand National Committee for UNICEF (UNICEF Aotearoa) is committed to achieving best practice in corporate governance for not-for-profit organisations.

Although New Zealand doesn’t have governance standards or a code specifically for charities or not-for- profits we have applied, where relevant, the best practice corporate governance principles laid down by the Financial Markets Authority (FMA) Corporate governance in New Zealand: Principles and guidelines, the Institute of Directors’ (IoD) Code of Practice for Directors and the UNICEF Principles of Good Governance for National Committees.

Introduction

UNICEF Aotearoa was incorporated under the Charitable Trusts Act 1957 on 2 July 1974. It is one of 33 UNICEF National Committees around the world. Each National Committee operates under a formal Cooperation Agreement and individually agreed Joint Strategic Plan with UNICEF. Both the Cooperation Agreement and Joint Strategic Plan recognise and accommodate the legal status and independence of National Committees.

1. Board and Structure

The Board’s role is to monitor and maximise the performance of UNICEF Aotearoa, including overseeing the organisation’s strategic direction. It is also tasked with protecting the reputation and good name of UNICEF. Both these objectives are mandated in the Joint Strategic Plan agreed between UNICEF and UNICEF Aotearoa. The Board plays a critical role in ensuring robust governance, is a driver of values and culture and a reference point for integrity and ethics for the National Committee. All Board members are expected to rise to this responsibility and be a source of moral authority.

Membership of the Board

The Board consists of 7-9 trustees. Where there are less than seven Trustees, other members may be co- opted. Board members are selected based on their experience and capacity to provide support to the organisation in terms of commercial and fundraising skills, advocacy and outreach, visibility, and technical expertise.

The composition of the Board reflects a diversity of viewpoints, backgrounds, skills, business and not-for- profit experience, ethnicity, gender, and other qualities of Trustees that enhance the work of UNICEF Aotearoa. These differences are considered in determining the best composition of the Board and when possible are balanced appropriately.

Each Trustee is appointed for a term of two years, and may be appointed for three further terms, each of two years.

Board Meetings

A minimum of four regular meetings of the Board are held each year (usually quarterly). Additional meetings may be called as needed. The Annual Meeting of the Trust Board (AGM) is held each year no later than 31st May. A quorum of the Board consists of five Trustees.

2. Management and Operations

The Board approves an annual budget that ensures the allocation of resources to key activities, provides oversight over the appropriate use of UNICEF Aotearoa’s resources, and monitors financial and other risks, including the risk of insolvency of UNICEF Aotearoa.
Management is responsible for the daily operations and supervision of the implementation of activities in line with the strategy, plans (including agreed plans between the UNICEF Aotearoa and UNICEF), policies and procedures.
Management adopts and implements operational-level financial, people and other operational policies and procedures.
Management ensures the implementation of policies and procedures that support the safeguarding of assets, the effective management of resources, risk management and the delivery of objectives in a risk-informed manner and guided by environment, social and governance (ESG) considerations.
Management ensures that the UNICEF Aotearoa has a lean and effective administrative cost structure, suitable to and appropriate for its context and that enables the achievement of agreed plans and targets.
The Board receives regular and timely reporting on all matters of significance regarding the National Committee, including its financial situation and overall financial and non-financial performance and risks
The Board appoints a suitably qualified and experienced Chief Executive Officer through a formal and transparent merit-based recruitment process in consultation with UNICEF. The Board supports and ensures the Chief Executive Officer’s development and regularly reviews their performance based on agreed key performance indicators.
The Chief Executive Officer and other members of Management act in a manner that supports a constructive and collaborative relationship with the Board, UNICEF and other relevant stakeholders. Appropriate and designated channels are used in case of differences.
Management ensures that contractual commitments of UNICEF Aotearoa are aligned with strategy, include appropriate approvals and are evidenced by appropriate contractual documentation.
The Board ensures that internal financial control mechanisms are effective and transparent and include the segregation of duties and delegation of authority.
The Board ensures that UNICEF Aotearoa adopts and implements financial and accounting policies and procedures consistent with the accounting and reporting requirements of New Zealand (and applicable) Law, applicable standards and agreements, and these Principles. The UNICEF Aotearoa Annual Report, including a summary version of the annual accounts, is accessible on the website and a printed copy is available on request. Audited annual financial statements are lodged and publicly available on the website of Charities Services Ngā Rātonga Kaupapa Atawhai.

3. Accountability to Stakeholders

The Board ensures a strong and visible commitment to integrity, accountability and transparency, that UNICEF Aotearoa acts and is seen to act responsively and responsibly, and the timely, accurate and complete disclosure of information regarding matters of significance to UNICEF Aotearoa’s relevant internal and external stakeholders.
Relevant stakeholders are provided with an opportunity to raise questions about how the UNICEF Aotearoa is governed and managed and about its results, and receive timely and adequate information in response.
UNICEF Aotearoa recognises Te Tiriti o Waitangi as New Zealand’s founding document. The trustees and staff are committed to our ongoing organisational journey to deepen our knowledge and response to the history, impacts, and contemporary importance of Te Tiriti o Waitangi.
The Board ensures that UNICEF Aotearoa collaborates closely with UNICEF to fulfil its responsibilities in line with agreed plans and the Cooperation Agreement between the National Committee and UNICEF on financial and non-financial matters, including governance in the National Committee.
The Board ensures that compensation policies and practices are disclosed as necessary.

4. Ethical Environment

The Board and Management act with integrity and accountability, are non-political and impartial, and champion diversity, ethical conduct and an inclusive work environment.
The Board and Management are responsible for establishing and maintaining an inclusive, safe and harmonious work environment in which everyone is treated with dignity and respect, free from discrimination, harassment, sexual harassment and abuse of authority.
UNICEF Aotearoa is a member of the Council for International Development (CID) and is a signatory to the CID Code of Conduct. The Code requires members to meet high standards of corporate governance, public accountability and financial management.
The Board ensures the adoption and implementation of policies, procedures and standards governing ethical conduct. The ethical framework covers conflicts of interest, child safeguarding, ethical fundraising, an ethical workplace, digital ethics, and speak up and whistleblower protection, among others.
The Board ensures systems are in place to make environment, social and governance (ESG) considerations part of partnering and contracting decisions, and to ensure that UNICEF Aotearoa does not do business with or otherwise partner with entities or individuals whose activities are likely to bring disrepute to the UNICEF Aotearoa or UNICEF.
The Board and Management put the organisational interests first in decision making and are not (and do not appear to be) influenced by personal or other interests or commitments, and in a timely manner disclose all relevant matters that may give rise to any conflict of interest.

5. Control Environment

The Board ensures that UNICEF Aotearoa complies with New Zealand (and applicable) law, regulatory and standard-body requirements, internal rules and controls, and agreements.
The Board ensures that UNICEF Aotearoa has an effective enterprise risk management framework that reflects ESG considerations and that is aligned with UNICEF Aotearoa’s strategy and objectives.
The Board ensures that UNICEF Aotearoa has a robust audit framework, consisting of an Audit and Risk Committee, external auditor and a competent internal audit function and that audit recommendations are implemented.
An independent external auditor is appointed by the Board and is accountable to UNICEF Aotearoa through the Audit and Risk Committee. The Board reviews the auditor and changes the lead auditor periodically. The Board ensures the adoption and implementation of an anti- fraud policy and procedures covering fraud, waste and misuse of organisational resources, as part of its internal controls.
The Board ensures that a robust data protection, cyber security and IT governance framework exists and protects, sustains and extends UNICEF Aotearoa’s strategy and objectives.
The Board ensures that UNICEF Aotearoa has effective and up-to-date crisis preparedness and management and business continuity plans and systems in place.
The Board ensures that UNICEF Aotearoa has effective complaint and reporting mechanisms and independent investigation and sanction mechanisms in place, ensuring the effective implementation of its policies and procedures.