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Board Governance, Principles and Guidelines

The Selwyn Foundation ensures that good governance practices reflect the nature of the Foundation, its charitable structure and the range of interests of its stakeholders.

It is governed by a Board incorporated under the Charitable Trusts Act 1957. The Board provides strategic leadership and oversight, upholding the integrity of the decision-making process and ensuring that its strategic focus, policies and practices are ethical and consistent with The Selwyn Foundation Mission and Constitution.

The Foundation aims to operate to the highest standards of governance and, as it has no shareholders, the role of the Board is even more significant in governance terms. Its members represent the interests of The Selwyn Foundation and residents, both constitutionally and morally.

As such, both the Board and its members are entrusted to ensure that the Foundation is soundly managed for the benefit of all through the Executive Team.

Board composition and tenure

The Board may consist of up to ten members and no fewer than five, each of whom occupies a ‘seat’ for a three year term, according to the manner in which they are appointed. The Chair is appointed by the Bishop of the Diocese of Auckland (being the President of The Selwyn Foundation), and up to six members are appointed by the Auckland Diocesan Council, with a further two elected at the Annual General Meeting. Board members may be reappointed for a maximum of nine years and are eligible for re-election after a period of three years. All elected and nominated Board members in seats 1 -7 are communicants in the Anglican Church. Board members appointed to seats 8 -10 should either be communicant Anglicans or declare their support for the ethos and mission of The Selwyn Foundation at the time of their appointment.

If any seat becomes vacant prior to completion of the due term, it may be filled by the Board until the end of the term of the original member, subject to confirmation by the appropriate appointing or electing body. The Board may co-opt one member who has special skills or abilities, with such appointments reconfirmed on an annual basis for a maximum of three years. This position may or may not have voting rights at the Board’s discretion.


Code of Ethics

The Selwyn Foundation Board observes and fosters the following high ethical standards, as outlined in the Code of Ethics:

  • conflicts of interest are disclosed when they arise and prior to voting on any matters in which a Board member has a personal financial or other interest;
  • Board members observe the confidentiality of non-public information disclosed to them as members of a Board, and are not to disclose it to any other person without the authority of the Board;
  • fair dealing is maintained with customers, clients, employees, suppliers, competitors and other stakeholders;
  • giving and receiving of gifts or payments is disclosed;
  • Board members are familiar with the New Zealand acts and regulations that govern their responsibilities, and comply with all laws and regulations;
  • unethical decision-making and/or behaviour is brought to the Board’s attention and appropriate sanctions applied;
  • the Code is monitored and practices are evaluated against the Code as part of the Foundation’s performance assessment;
  • Board members accept collective responsibility for Board decisions and are committed to constructively resolving differences;
  • Board members do not act independently of the Board and its decisions;
  • all communication with the media is through the Chair, CEO or their designated spokesperson.