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We're proposing changes to the way we appoint our board - here's why
Based on member feedback, ACE New Zealand has been placing a strong focus on ensuring greater transparency around the nomination and election process for our Board.
The driver behind this is to have diverse and inclusive governance, which not only represents member interests but also provides a broad range of skills and is well placed to deliver positive stewardship of the organisation.
In 2019 we sought expressions of interest from people interested in serving on the Board. Many expressions of interest were received. From this, the Board shortlisted applicants for voting at the 2019 Annual General Meeting (AGM).
This interim step was well-received; however, we think there is a need to move to a fully open and transparent system. This blog sets out what we are proposing.
In short, we are proposing two things:
- Changes to our society rules to support a new process. Read more about our current process
- To roll over the current Board positions for 12 months to provide certainty and clarity as we navigate the challenges associated with COVID-19
Proposed Board structure and process
It is proposed that ACE New Zealand is governed by a Board which consists of:
- Six member-firm representatives each elected for a term of three years
- Up to three member-firm representatives appointed by the Board for a term of one year
In all instances, member-firm representatives must be a director or employee of an ACE New Zealand ordinary member. The quorum for all Board meetings would be four elected members.
Elected Board members
We propose that:
- Elected Board members are elected by member vote for a three-year term
- Two of the six elected Board members shall complete their three-year terms at alternate AGMs. This means two Board member terms will end at each AGM
- Any elected Board member on completion of their term of office is eligible for re-election up to a maximum of two consecutive terms (a maximum of six years)
Appointed Board members
- There can be up to three appointed Board members
- Appointed Board members are appointed at the sole discretion of the Board to address specific governance competency and diversity areas. They are appointed for a one-year term
- Any appointed member on completion of their term of office is eligible for reappointment up to a maximum of three consecutive terms (a maximum of three years)
- The Board may fill a casual vacancy among its elected members
- Any member representative appointed to fill such a vacancy shall hold office for the remainder of the term of the Board member being replaced
Appointment of President and Vice President
- The Board shall elect a President and a Vice President from their number at their first meeting following the AGM
- The President or Vice President must be an elected Board member rather than an appointed Board member
Nomination for election
- Any ACE New Zealand member can nominate any member representative for a position as an elected Board member
- No member in arrears of subscription can nominate or be eligible to have a representative nominated for election
- Each nomination shall be in writing or via electronic means and include the consent of the nominee
- The election may be conducted by electronic ballot ahead of the AGM or at the AGM by participating in a show of hands or by secret ballot
- All Ordinary Members and Honorary Life Members are entitled to vote
- Each Honorary Life Member has one vote
- The number of votes held by an Ordinary Member is determined by their organisation size, as established by ACE New Zealand’s annual personnel survey. This is outlined in Schedule One of the Rules
- No member in arrears of subscription can vote
Changing from the current process
The proposed changes would require alteration to ACE New Zealand’s rules. These changes would need to be voted on and passed by members at an AGM.
It is suggested that this rule change would be voted on at the August 2020 AGM and would come in effect following this, meaning they would apply to Board elections in 2021.
As a transitional measure, it is proposed that for the first year, all six Board members would need to be elected. However, they would be elected for differing lengths of time to allow the staggering of terms.
- Two Board members elected for one year
- Two Board members elected for two years
- Two Board members elected for three years
After this first year, terms would revert to the standard three years as outlined earlier.
Roll over of current Board terms
While the changes outlined above are about ensuring we have our eye firmly on the future, we also think, given the uncertainty of the COVID-19 situation and its impact on our business model, there’s a need for consistent governance for the year to come.
With that in mind, we are proposing that at the 2020 AGM we approve the rollover of the current Board member terms by 12 months. In short, that means we will retain the existing Board for another year, with the addition of Chris Maguire (our 2019 Emerging Leader Award winner). Your current Board is as follows:
- Ida Dowling, Commute Transportation Specialists (President)
- Ian Fraser, GHD (Vice President)
- Meagan Stewart Barfoot, RoadLab
- Jenson Varghese, MRCagney
- Richard Morley-John, MSC Consulting
- Glen Cornelius, Harrison Grierson
- Paul Burton, Tonkin + Taylor
- Weng Yuen Kam, Beca
- Guy Dennis, WSP
We want your feedback
Before we submit the proposed changes to the AGM for member approval, we want your feedback.
We want to hear what you think we’ve got right, what you think we’ve got wrong, and if there’s anything we missed.
In particular, we’d like your feedback on:
- The proposed Board structure and process
- The roll over of the current Board member terms
Please provide your feedback to Paul Evans by Wednesday 24 June via email [email protected]