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Board Code of Conduct

Section
Board
Approval Date
18 March 2021
Approved By
OP Limited Board
Next Review
1 March 2023
Responsibility
Board Secretary
Baldrige Criteria
Process management
Purpose

As representatives of Otago Polytechnic Limited (Ltd), how Board members behave is important. Board members must act with a spirit of service to the community and meet the same high standards of integrity and conduct in everything they do.

This policy applies to all members of the Board and provides a framework for the Board and Board members to carry out their roles and responsibilities to a standard consistent with good practice within public entities, and to provide a framework that “sets the tone from the top” within Otago Polytechnic.

Principles and Expectations

The principles in this policy should guide Board members’ behaviour in performing their roles.

Honesty, integrity and transparency

  • Act with honesty and integrity in approaching their roles and responsibilities.
  • Conduct the business of the Board with appropriate openness and transparency.
  • Undertake Board duties and responsibilities in a manner that respects other Board members and the staff of Otago Polytechnic Ltd.
  • Ensure that actions taken in the performance of Board duties do not discredit themselves, any other Board member, Otago Polytechnic Ltd, or staff of Otago Polytechnic Ltd.
  • Ensure that fees and expenses are claimed in accordance with the Cabinet Office Fees  Framework and Te Pūkenga Council Fees and Expenses Guide.

Act in the best interests of Otago Polytechnic Ltd

  • Diligently prepare for, and attend, Board meetings.
  • Maintain a good level of competence and knowledge, including remaining familiar with Otago Polytechnic Ltd activities and its operating environment to undertake the roles and responsibilities of a Board member.
  • Apply their knowledge, skill and experience with reasonable care and diligence.
  • Not engage in activities which could affect their judgement or objectivity as a Board member, nor engage in any activities that could damage the integrity and reputation of Otago Polytechnic Ltd or its Board.
  • Support the Chief Executive in the management and operation of Otago Polytechnic Ltd in accordance with Otago Polytechnic Ltd’s constitution and current statement of performance expectations, and as expressed in any directions from Te Pūkenga Head Office and/or strategic plan and budget.

Act fairly and impartially

  • Observe independence and objectivity in carrying out the roles and responsibilities of the Board.
  • Avoid business connections, affiliations and personal connections that could impact negatively on involvement in Board discussions and decisions.
  • Declare and manage any conflicts of interest in accordance with the Education and Training Act 2020, Otago Polytechnic’s Conflicts of Interest Policy and the mitigation strategies determined by the Board. 
  • Not be present during any deliberation, nor take part in any decision, of the Board with respect to a matter in which the Board member has an interest, unless the Board otherwise decides.

Use Board information and Board position appropriately

  • Respect the confidentiality of information received as a Board member and use it only for proper purposes.
  • Decline gifts, benefits and positions that may compromise independence or create perceived obligations.
  • Comply with Otago Polytechnic Ltd’s Policies
  • Accept responsibility for the decisions and actions of the Board even if they are contrary to a personal view.

Exercise due care and diligence

  • Work to improve the performance and efficiency of Otago Polytechnic Ltd and use its resources carefully and only for intended purposes.
  • Properly manage and utilise the funding available to Otago Polytechnic Ltd and make decisions for the educational benefit of the people of New Zealand.
  • Exercise due care and diligence when considering issues and making decisions by understanding the educational, financial, and strategic implications.
  • Understand and enquire into the financial and other information provided to the Board.

Compliance with laws and policies

  • Comply with all applicable laws, including the Education Act 1989 and Crown Entities Act 2004, and public accountability obligations.
  • Ensure Otago Polytechnic Ltd operates in a manner that is consistent with its functions and constitution and current statement of performance expectations, and as expressed in any directions from Te Pūkenga Head Office.

 

Board and Chief Executive Expectations

Chief Executive’s expectations of Board

Board members:

  • Demonstrate respect, trust, and openness in relationships.
  • Set clear expectations of the Chief Executive articulated primarily through a position description and annual performance agreement.
  • Conduct regular performance progress reviews of the Chief Executive and provide feedback against the performance agreement.
  • Constructively challenge and “stretch” the Chief Executive and act as the “critical friend” of the Chief Executive.
  • Are accessible and available to the Chief Executive and for Otago Polytechnic Ltd activities.
  • Act with a no surprises, no ambushes policy.
  • Are willing to clarify matters outside of Board meetings.
  • Provide the Chief Executive with a clear understanding of the scope and responsibilities of the Board’s governance roles.
  • Board members consider the interests of the institution of primary importance and leave personal interests outside of meetings.
  • Are informed and committed in a way that ensures the Chair and Board “add value”.
  • Implement and abide by good meeting processes.

Board’s expectations of Chief Executive

The Chief Executive:

  • Demonstrates respect, trust, and openness in relationships.
  • Provides relevant information in a timely, accurate and understandable way that enables robust Board discussion and decision making.
  • Informs the Board of situations that may involve non-compliance with Board policy or involve legal conflict/dispute relating to Otago Polytechnic.
  • Informs the Board of significant trends, issues and their implications that may impact on Board policies, decisions and required actions.
  • Includes the Board in key initiatives/decisions and ensures that proposals are fully explained and supported by objective analysis and alternative perspectives.
  • Demonstrates approachability and accessibility (open door) to staff, stakeholders, and Board members.
  • Supports the Chair to create a structure and environment that enables effective governance to occur.
  • Provides induction/orientation of Board members and ongoing support and guidance for Board members.
  • Interacts with the Chair in a similar manner to that which the Chief Executive expects from their  direct reports.
  • Demonstrates behaviour that mirrors Otago Polytechnic Ltd’s values and a strong commitment to Otago Polytechnic Ltd’s functions and constitution, current statement of performance expectations, and any directions from Te Pūkenga head office.
  • Supports the Chair to identify skill gaps around the Board table and to proactively address these.
  • Demonstrates absolute integrity and professionalism in all activities and actions as Chief Executive.
Signature

Approved by:
Adam La Hood
Chair: Otago Polytechnic Limited Board
18/03/2021