Changes to the Terms of Reference

• Changes to the NZSL Board Terms of Reference  external
• Carol Scholes explains the difference between the DPO representative and DPO nominee external
• Minister Sepuloni Announces Collective Impact external

Changes to the Terms of Reference

1. The number of members on the Board remains as a maximum of ten, but that in line with feedback from the Terms of Reference Review the aim will be to keep membership to eight.
2. The NZSL Board Terms of Reference needs to note that a quorum for meeting and decisions is half of the members of the Board, plus one.  
3. The NZSL Board Chair can continue to refer decisions to the Office for Disability Issues/the Ministry of Social Development if a quorum on key operational decisions cannot be achieved by the Board because of multiple conflicts of interest.
4. The Office for Disability Issues/NZSL Board to continue to seek expert advice for the Board when required and make greater use of the co-option opportunities in the NZSL Board Terms of Reference. 
5. Propose to the Cabinet Appointments and Honours Committee (APH) the extension of three Board members from one-year terms for an additional two years on the basis that their one-year appointment was a fully contestable process, and only limited to a one-year appointment because of the potential reduction in the size of the Board from this current review.
6. The Office for Disability Issues to work with the Deaf Aotearoa Executive Board to nominate a suitable candidate for appointment onto the NZSL Board based on the identified skills and experience required to balance the current Board composition (an Article 4.3 approach). That Deaf Aotearoa Executive Board may nominate a candidate who is not employed by Deaf Aotearoa or on the Deaf Aotearoa Executive Board.
7. There is the need to carefully manage conflicts of interest, perceived or actual regarding NZSL Board funding decisions.  This is an issue that is relevant all Deaf businesses and is also relevant to Deaf Aotearoa, which as a provider of services may be funded by the NZSL Board.  This means that:

(a)   the Deaf Aotearoa nominee on the Board will not vote on funding decisions to avoid the perceived conflict of interest associated with the Deaf Aotearoa role as a funded service provider and

(b)   others who own, or are senior managers, or closely related to Deaf Business owners are either excluded from membership of the Board or are Board members but do not vote on funding decisions. 

1. The Office for Disability Issues, on behalf of the NZSL Board will work with Deaf Aotearoa to document greater clarity on the role of the Deaf Aotearoa nominee to the NZSL Board.  Advice provided by a governance expert is that the Deaf Aotearoa nominee to the Board should not be expected to be a representative of Deaf Aotearoa or a delegate to the NZSL Board.  Like all other NZSL Board members the Deaf Aotearoa nominee will bring their expertise, knowledge and experience to NZSL Board discussions, decisions and contribute to Board decisions based on the information presented to the NZSL Board.    This means that the relationship between Deaf Aotearoa and the NZSL Board, and giving effect to Article 4.3, is through the Chair and Deputy Chair of the NZSL Board (and/or delegated Board members as required) and through a Board to Board relationship.
2. The NZSL Board and Office for Disability Issues will establish regular opportunities to develop governance skills and experience within the Deaf community - succession training and capability building
3. The NZSL Board and Office for Disability Issues to establish a programme of work to support community cohesion, working towards collective impact for the maintenance and promotion of NZSL.                                              
4. Create a stronger relationship between the NZSL Board and key stakeholders, universities providing NZSL qualifications, Sign Language Interpreters Association of NZ (SLIANZ), and Sign Language Tutors Association (NZSLTA).
5. The NZSL Board continue to seek targeted advice from experts on NZSL where specific expertise is not within the Board or so that the Board considers the full range of expert advice and options when making strategic decisions.
6. Continue community engagement to ensure the Deaf community understands the role of the NZSL Board and how it functions.

In an organisation, we appoint a board to be the voice and hands of the organisation.  We do this because an organisation can’t speak for itself as it is not a person.  So the board is responsible for speaking on behalf of what the organisation would want if it had a voice.

The board is a group of people because we hope that a group of people will make better decisions than just one person, so we appoint different people with different perspectives to that board, so we can enable any decision to be thought through from all sorts of angles.

In the NZSL board, the terms of reference requires the board to have a variety of perspectives such as a gender balance, at least two people who identify as Maori, young people, older people and other ethnic groups. It also states that the DPO needs to have a voice on the board as they bring a valuable perspective to the conversations. 

Regardless of why a person is appointed to the board, once they are on the board, they are required by law to put the best interests of the organisation first, in any decisions they make. This is called the First Duty.  A young person can’t just vote for things that will only benefit young people. Maori can’t vote for things that just benefit Maori. Everyone must do their first duty and make decisions based on what will be the best decision for the whole of the NZSL board and its work.

In the previous terms of reference, clause 10 requires that one member of the board shall be a representative of Deaf Aotearoa as the Disabled persons organisation for the deaf community. 

The term ‘representative’ is confusing because it makes it sound as if that person should speak on behalf of Deaf Aotearoa and benefit DA over the needs or work of the NZSL board. But as we have just discussed, the person is not allowed to do that, because that would mean they are not doing their first duty which is to put the NZSL board first.

The word representative is becoming less and less acceptable in documents like terms of reference or constitutions that give authority to a board. This is because it is often thought that a representative has to represent or speak on behalf of the group they are representing. 

It is for this reason, that the phrase ‘representing the DPO’ needs to be changed to ‘nominated by the DPO’.  If the wording is changed to ‘nominated by’, this would be clearer that the perspective of the DPO is brought to the board discussions, but all board members including the DPO nominee must do their first duty and make decisions for the benefit of the NZSL board and work ahead of the DPO.

The DPO would nominate an appropriately skilled person to be on the NZSL board. But when that person goes to board meetings and has discussions with the NZSL board, they have to do their first duty and speak with the NZSL voice. They could not reveal information to DPO, that hadn’t been approved by the NZSL board. Any decisions they make would be made with their NZSL hat on and not wearing a DPO hat.

"All effective Boards regularly review their terms of reference to ensure that they support the work of the Board and take account of changes of circumstances.  The review process is an opportunity for improvement.  The Office for Disability Issues has undertaken the review with a focus on the membership of the NZSL Board.  I have considered those recommendations and agreed with the recommended changes.

One of the decisions I have taken is to ask ODI and the NZSL Board to work with leaders in the Deaf community and other key stakeholders to create a collective understanding of how the community can work together to promote NZSL in Aotearoa.  What has become evident to me is that there is no shortage of passion and energy in the Deaf community and no shortage of support for maintaining and promoting NZSL in Aotearoa. All parts of the Deaf community, all organisations involved have a role to play.  Not everyone has to agree on everything, but it is important that those disagreements are not a handbrake on the progress that all are seeking."