The nearest recent experience New Zealand has to the COVID-19 emergency is the Canterbury earthquakes of the last decade. Then, as now, boards were suddenly confronted with the responsibility to lead their organisation safely through disaster.
We have gathered together some of the lessons we learned by working alongside key Crown entities through those times of crisis.
Plan for a range of eventualities
- Each Crown entity will have had its own business continuity planning in place before the pandemic. Those plans now need to be updated to deal with the reasonably foreseeable eventualities that can be predicted from this point. A variety of scenarios, both within and outside the organisation, will need to be provided for – related to the length of lockdown, the nature of the limitations imposed by the Government response, stakeholder reactions, the reaction of your own workforce, the extent of new COVID-19 cases, the mortality rate etc.
- The board should have in mind that it is working against the backdrop of a range of different outcomes – and plan and strategise accordingly.
- Ensuring excellent communications with all stakeholders (in particular the responsible Minister) will enable the entity to better meet expectations and optimise the chances of obtaining additional functions/powers/exemptions as needed to meet those expectations – e.g. through Ministerial Directions and/or emergency legislation.
- Board meetings – are the correct procedures for all virtual meetings in place, and followed? Have all contingencies been thought about in the arrangements for these meetings?
- Board committees – do any need to be augmented? Is an additional board committee required to focus on the COVID-19 crisis, or an aspect of it?
- Preparedness for the possibility of board member illness and/or inaccessibility – e.g. what is Plan B if the board cannot form a quorum?
- Less immediate, but if the board is called on to make very significant decisions, the management should be in a position to provide immediate assurance about the legal position of the board and the individual members (e.g. their immunities, indemnities and insurance). A board that is comfortable about its own legal exposure is better placed to make hard calls.
- It will be important to review the organisation’s delegations framework:
- in light of the possibility of illness and/or inaccessibility of board, key executives, and other key employees, and
- to take into account the need for rapid responses during a crisis.
- Any changes to the delegations framework must be underpinned by robust resolutions.
Information and reporting lines
- The board must be satisfied that it is getting effective and complete information flows to allow it to make good decisions. Some consideration should be given to whether the current reporting lines are optimal for emergency decision-making.
Planning and accountability documents
- There may well be a need to review priorities as set out in key governance documents (including for example, the Statement of Performance Expectations for the Crown entity – which is due for preparation shortly in the annual planning cycle).
It will be important to:
- reassess risks and risk mitigation strategies, and
- review the organisation’s Risk Management Policy and/or any supporting framework.
- Despite the speed of decision-making and rate of change, it is imperative to maintain good disciplines in record-keeping. This is required for legal compliance and for effective decision-making, and will position the entity well for future audit and/or cross-government review.
This is one of a series of Brief Counsels Chapman Tripp has produced on COVID-19. See the full list of our COVID-19 releases here.