Board of Management Code of Conduct
Mission and Values
The Board of Management and individual Board Members have an important role in communicating NZALPA’s vision and upholding and modelling its values.
NZALPA’s vision statement is:
NZALPA is the “Voice of Aviation” and the Organisation of Choice for:
- Pilots and Air Traffic Controllers working in New Zealand;
- Employers, when making decisions which affect our members;
- Regulators and airports, when making decisions that affect our members and the safety of passengers;
- Legislators and politicians, when developing polices, amending legislation or establishing national positions when working with international organisation;
- NZALPA staff.
The values of NZALPA are:
- Collaboration – we establish and maintain strong, effective and positive relationships with all our stakeholders.
- Integrity – we support and uphold the highest professional standards and show respect for those we work with at all times.
- Responsibility – we are accountable for what we do.
These values provide the foundation for the way the Association functions and behaves, both in its internal workings and in the way it treats and deals with others.
Code of Conduct
The Code sets out key principles that govern the conduct of Board members, both individually and collectively.
In developing the Code, Board Members recognise the unique nature of NZALPA, which embraces the disciplines and accountabilities expected of a not-for-profit Board of Management. The principles in the Code endeavour to address potential differences in attitudes and behaviours of Board members. The Board is ultimately accountable for the successful performance of NZALPA, and the actions of Board members should support the activities of the Association.
Duties and Responsibilities
Each Board member has the duty to ensure that NZALPA is properly governed. To meet this obligation, Board members are expected to:
- Act in good faith;
- Act with honesty and candour toward each other at all times;
- Not hold themselves out to be experts in areas outside their competence;
- Treat all Board members, employees, NZALPA members, suppliers and stakeholders fairly;
- Exercise reasonable care and diligence at all times in carrying out their duties;
- Lay aside all private and personal interests in their collective decision making and put NZALPA’s interests above their own at all times, and
- Comply with NZALPA’s Rules and the Incorporated Societies Act 1908 at all times.
Board members are accountable to the Board of Management as a whole for the performance of NZALPA. The Board is accountable to the NZALPA members and, to a lesser degree, stakeholders. The Board holds itself accountable by holding an Annual Conference, inviting NZALPA members and explaining the Board’s policies, actions and expenditures of the past year. The Board is transparent about the Interests Register and declares any interested transactions and justifies the necessity in light of their fiduciary responsibility to the Association.
In accepting their positions, Board members have made a commitment to undertake the work of the Board of Management, and to commit the time required to acquit these responsibilities. Board members are expected to make every effort to attend scheduled meetings, but recognise that there will be occasional conflicts, which require the courtesy of advanced notice.
Board members undertake to be diligent in preparing for and attending Board meetings. They will endeavour to be as informed and as knowledgeable as possible about the responsibilities of NZALPA, the aviation industry environment and the issues they are confronted with in order to arrive at the best decisions possible.
Board members are required to be familiar with their obligations and duties as a Board member under the NZALPA Rules, any policies and procedures and the Incorporated Societies Act 1908 and are expected to make every effort to attend training and professional development programs as and when they are offered to, or organised for, Board members by NZALPA.
Board members have an obligation to assist the Board Secretary to maintain an up-to-date record of their training and development.
Board members recognise that there may at times be tension between the concepts of collective accountability of the Board and individual accountability to the members of NZALPA and other stakeholders. Board members agree to support and abide by the following principles:
- Board members may clearly express their individual views at Board meetings. However, they must always vote with NZALPA’s interests as their primary concern. Board members accept that once the Board has formally reached a decision, this decision becomes the policy of the Board.
- Individual Board members will not attempt to re-litigate previous decisions at subsequent meetings of the Board, unless the majority of Board members agree to reopen the debate and in accordance with NZALPA’s Rules.
- Board members’ personal actions should not bring the Board into disrepute or cause a loss of confidence in the activities and decisions of the Board.
- Board members should be mindful of their duty to act in NZALPA’s best interests at all times when discussing any Board decision with NZALPA members or other stakeholders.
The President should make all statements on behalf of the Board and/or relating to the Board or NZALPA policy. Either the Board Chair or the President should speak publically on operational matters. On occasions Board members may be asked their opinions and when talking to the media Board members should:
- Make clear the capacity in which they are speaking.
- Make it clear that they are expressing their own personal views and not speaking for the Board.
- Not make any promises.
- Be aware of the governance role, and that management is responsible for policy implementation and operational issues, and
- Whenever possible, let the Board Chair know in advance if they are contacted by or intend to speak to the media.
Clarity about Roles
The Board is responsible for the governance of NZALPA, and delegates to the General Manager responsibility for implementing the decisions of the Board and the day-to-day management of the organisation, in accordance with documented Delegations of Authority. The General Manager is expected to provide the Board with relevant and appropriate information and with free and frank advice to help it reach high-quality decisions on strategy, policy and other governance matters.
Board members recognise that, for the purposes of accountability, clarity between the roles of governance and management is essential. Board members must take care to avoid becoming involved in management’s activities.
Board members will not make commitments for work or expenditure by NZALPA that have not been previously approved by the Board, nor create any obligation or liability for NZALPA beyond authorised delegations.
The Board employs the General Manager, who is responsible for the employment and management of all other staff in the organisation in accordance with documented Delegations of Authority. Board members will:
- Be supportive of employees of NZALPA and will not criticise employees or the services provided by NZALPA in public. Any concerns relating to staff will be raised with the General Manager.
- Exercise judgement and courtesy in respecting the protocol of communicating through the General Manager in raising matters with the General Manager.
- Not attempt to unduly influence any employee of NZALPA to present material in a particular way that might affect the outcome of a decision to be made by the Board.
- Exercise care in communicating privately with employees of NZALPA, and refer any staff with complaints or concerns back to the General Manager.
Contact with Individual Staff
In some circumstances it will be appropriate for Board members to communicate directly with individual staff to further their knowledge/understanding of organisational issues relevant to their governance role. Such communication needs to be carried out in an open and considerate manner. As a general rule, requests to individual staff should be governed by the following protocols:
- In the first instance, such approaches should be made “through the management line”, either via or with the knowledge of the General Manager.
- E-mails (or other written requests) and subsequent communication should be copied to the General Manager.
- Consideration should be given to staff pressures and workloads, and requests should not impose unreasonable burdens on staff.
- Any concerns about responsiveness to Board member requests should be taken up directly with the General Manager.
Complaints Procedures and Representations
Board members have an important role in providing a ‘public relations’ voice to the activities of NZALPA. However, Board members recognise that the organisation, through the mandate of the Board, has processes in place to respond to member complaints and other concerns.
Board members will advise members, employees and suppliers who desire personal matters to be brought to the attention of the Board to follow the proper procedures for raising issues and registering complaints.
Board members will not advocate on behalf of an individual beyond advising them of the complaints procedures and checking that the matter has been addressed satisfactorily by the organisation. (Note that “satisfactorily” refers to the procedures followed by the organisation in addressing the matter and does not necessarily mean that the matter must be resolved as the individual would wish.)
However, these procedures for raising issues and registering complaints do not preclude Board members from pursuing in a general way issues relating to policy or systemic failure that may have been indicated by or arise from an individual situation or complaint.
Board members receive information that is both public and private and must recognise that the release of information, and access to and handling of personal information about any individual, is governed by the Privacy Act 1993. In order to protect the organisation from inappropriate use of information:
- Board members are expected to be familiar with this legislation and to refer any requests for “official information” or information privacy requests to the President and General Manager.
- Board members accept that they may acquire information of a confidential nature (e.g. about NZALPA, its suppliers, employees and other parties) and agree not to use any such information for personal advantage, nor to disclose it to any other person unless first authorised by the Board.
Conflict of Interest
A conflict of interest will arise when a Board member who is making a decision finds that he or she has divided loyalties. Conflicts may be of pecuniary interest (arising from the Board member’s financial involvement in a matter) or of non-pecuniary interest (e.g. a close personal or professional association). Conflicts of interest may involve actual conflict, perceived conflict, and may also arise even where there is no personal benefit to the Board member.
A Board member will be interested in a matter involving NZALPA if he/she:
- May derive a financial benefit from the matter; or
- Is the spouse, partner, child or parent of a person who may derive a financial benefit from the matter;
- May have a financial interest in a person to whom the matter relates;
- Is a partner, director, officer, board member, or trustee of a person who may have a financial interest in a person to whom the matter relates; or
- May be interested in the matter because NZALPA’s Rules so provide.
For the avoidance of doubt, a board member will not be interested in a matter:
- If his/her interest in the matter is so remote or insignificant that it cannot reasonably be regarded as likely to influence the board member in carrying out his/her responsibilities under NZALPA’s Rules or the Incorporated Societies Act 1908, or
- It is an interest that he/she has in common with all or most of NZALPA’s members as a result of NZALPA membership.
Any Board member who is interested in a matter relating to the Association must, as soon as practicable after the Board member becomes aware that he/she is interested in the matter, disclose details of the nature and extent of the interest (including any monetary value of the interest if it can be quantified) to the Board and in NZALPA’s Interests Register. The disclosure must also be recorded in the Minutes.
The Board member must not:
- Vote or take part in any deliberation or decision of the Board relating to the matter.
- Must not sign any document relating to the entry into a transaction or the initiation of the matter.
Board members must:
- Recognise that, at times, there may arise a “perception of interest”, which is a wider interpretation than that defined above. A “perception of interest” exists where any Board member is “perceived to have an interest greater than the general public”. The best course, when there is any doubt, is to raise such matters of interest in the first instance with the Board Chair, who will determine an appropriate course of action.
- Recognise that, where an interest is declared (or where it is considered that there is a clear “perception of interest”), the normal practice is for the Board member concerned to leave the room. The Board can, however, in exceptional circumstances exercise its discretion in allowing the Board member to remain. In such circumstances the Board member would not participate in any decision, but could (with the Board’s approval) take part in any discussion relating to the matter, and may still be counted for the purpose of determining whether there is a quorum at any meeting at which the matter is considered.
- Not use their official positions for personal gain, or solicit or accept gifts, rewards or benefits which might be perceived as inducements and which could compromise the Board’s integrity.
- Exercise care and judgement in accepting any gifts, meals, entertainment or other personal gifts and advise the Board Chair and/or Board of any offer received.
Board members Undertaking Paid Work for the Association
Board members should be aware that undertaking paid work for NZALPA needs to be handled very carefully and with complete transparency. Such situations should be guided by the following principles/processes:
- The Board Chair should be given early notification of any situations where a Board member might engage in paid work for NZALPA.
- Board members should not receive remuneration for undertaking work which is considered part of their role/duties and responsibilities as Board members.
- Board members should only be engaged to undertake other work or assignments for NZALPA on the basis of their particular qualifications, skills and suitability for the work, and any such engagement should follow the normal employment/contracting processes for such work within NZALPA.
- Board members should not in any way use their position as Board members to influence their selection/engagement for work with NZALPA.
- Any such engagements should be declared to the Board and recorded in the Interests Register.
Requests for Items to be Placed on Board or Sub-Committee Agendas
Requests by Board members for items to be placed on Agendas should be made to the Board Chair or the Chair of the appropriate sub-committee, and the Secretary. The Board Chair or sub-committee Chair will make a decision following discussion with the President, and will arrange for an accompanying paper providing management comments/recommendations, as appropriate. The decision will be confirmed by email to all Board members — with reasons if declined and suggesting a different way of progressing the matter.
Behaviour at Board and Committee Meetings
Board members agree to abide by any meeting rules and protocols documented in other governance policies
Conflicts of Interest
The New Zealand Air Line Pilots’ Association IUOW Inc. is a registered union and incorporated society representing airline pilots and air traffic controllers in New Zealand.
All Board of Management members are bound by NZALPA’s Rules and must act in good faith and solely in the best interests of the Association, uninfluenced by the possibility of personal benefit for themselves, their families, businesses, employees, friends or other bodies of which they may be directors, officers or trustees. They must act honestly and not in bad faith, not promoting his or her own interests where this would not promote those of the Association. Board Members should be mindful that they are involved in exercising a fiduciary function which requires them to avoid both potential and actual conflicts of interests.
Conflicts of Interest
Once elected/appointed, Board Members are expected to make decisions strictly in accordance with NZALPA’s Rules, the Incorporated Societies Act 1908, and any policies and procedures adopted by NZALPA, and not as representatives of any particular point of view or interest.
A conflict arises when a Board Member making a decision finds that he or she has divided loyalties. Conflicts can be of pecuniary interest (arising from the Board Member’s financial involvement in a transaction) or of non-pecuniary interest (e.g. a close personal or professional association). Conflicts of interest may involve actual conflict, potential or perceived conflict (that is, those interests which — while not presently in conflict — have the potential to be, or may be perceived as being, in conflict with the best interests of NZALPA), and conflicts of interest can also arise even where there is no personal benefit to the Board Member.
A Board Member will be interested in a transaction to which NZALPA is a party if the Board Member:
- Is a party to, or will or may derive a material financial benefit from, the transaction; or
- Has a material financial interest in another party to the transaction; or
- Is a director, officer, or trustee of another party to, or person who will or may derive a material financial benefit from, the transaction; or
- Is the parent, child, spouse, civil union partner, or de facto partner of another party to, or person who will or may derive a material financial benefit from, the transaction; or
- Is otherwise directly or indirectly materially interested in the transaction.
Procedure for Declaring Conflict of Interest
The onus of the obligation to disclose material and personal interests rests solely with the Board member. Board members are obligated to make full and frank disclosures regarding their material and personal interests, and it is not for other Board members or the Secretary to draw conflicts of interest out of Board members.
Details of the interests Board members have might include:
- all directorships of entities that may have dealings with NZALPA
- any directorships and memberships that place demands on their time (that is, that could detract unreasonably from the time they have available to allocate to NZALPA’s affairs)
- all substantial shareholdings in companies with which NZALPA transacts or in which it owns shares
- property or interest in a business that might have some interaction with NZALPA, or
- other interests that may be relevant, for example, a spouse’s or partner’s interests.
There are two types of disclosure of interests that should be made:
- a disclosure of general interest (e.g. serving on another board, employment, stock or other ownership of another entity; a close personal relationship with a director or employee who may be a competitor or supplier), and
- disclosures on specific decisions. Disclosure should be provided as soon as is practicable after the Board member becomes aware of their interest in the matter.
If a Board Member’s interests could give rise to a perception that his or her impartiality in the consideration of a decision might be compromised, he or she must consider whether it is appropriate for him or her to decline to take part in the consideration of that decision.
Where a potential conflict of interest arises, a Board Member should raise the matter with the Board Chair, who may advise the Board Member what action is most appropriate under the circumstances, if necessary following consultation with the NZALPA’s governance adviser or legal counsel. Any final decision as to whether a Board Member should take part in, or continue to take part in, the consideration of a decision shall be taken by the Board of Management in meeting.
Breach of the Rules on Conflict of Interest
Any suspicion that any Board Member has been in material breach of the Association’s rules on conflicts of interest shall be referred to the Board of Management in meeting without the respondent Board Member.
The Interests Register
An Interests Register in respect of Board Members shall be maintained, and shall be published in NZALPA’s Annual Report and be made available for NZALPA Members to inspect at any time. It shall include details of Board Members’ other governance positions (e.g. directorships, trusteeships), shareholding in companies, interests in partnerships, remunerated employment, public appointments, and any other associations (including personal and professional relationships) which may present a potential or actual conflict, and shall detail how such conflicts have been handled.
The Interests Register is a living document which means it shall be updated regularly by the Secretary with subsequent disclosures, and reviewed by the Board on a regular basis. If there is any change to a Board member’s conflict a further oral or written notice should be provided at the Board meeting or a written notice emailed to the Secretary who will advise the Board of the changes.