Proposed amendments to Consumer NZ Rules

Consumer NZ’s board (the Board) has proposed amending the Consumer NZ Rules (the Rules) to encourage diversity on the Board and greater transparency in the nominations process for electing board members.

Under the existing Rules, prior to a Board election an independent nominations consultant is appointed by the Board to consider all nominees applying to be candidates in the election. The Rules allow the Board to set eligibility criteria against which nominees are assessed and selected to go forward as candidates for election.

The Board has decided that a nominations committee structure will allow for greater transparency of the process, and the amendments to the eligibility criteria for board members will encourage better diversity on the Board.

The proposed amendment to the Rules will be determined by a vote at a Special General Meeting. The Special General Meeting will take place remotely on Monday, 5 December 2022, 12:30pm – 12:45pm.

The meeting is open to all members. Similar to our previous two Annual General Meetings, due to Covid’s continue presence in the community, we invite members to attend via the Zoom link rather than in person.

Please RSVP by 3pm Thursday 1st December to [email protected].

A Zoom link will be provided.

The proposed changes

In order to make these changes, the Board is proposing the following amendments to the Rules:

Rule 5.3

Rule 5.3 to be amended to refer to the Nominations Committee and update references to Rules 7 and 8. Rule 5.3 currently reads as follows:

All nominations received by the due date shall be sent to the Nominations Consultant provided for under Rule 6. The Nominations Consultant shall select a number of candidates, as provided for under Rules 6 and 8, and notify the Board.

Reference to Rule 6 is an error and should refer to Rule 7. The proposed amendment updates this. The reference to the “Nominations Consultant” will be updated to read “Nominations Committee” to reflect the new committee structure. The proposed wording for the amended Rule 5.3 is:

All nominations received by the due date shall be sent to the Nominations Committee provided for under Rule 7. The Nominations Committee shall select a number of candidates, as provided for under Rules 7 and 8, and notify the Board.

Rule 7

Rule 7 to be amended to establish the new Nominations Committee structure. Specifically,

Rule 7.1

Rule 7.1 to be amended setting out the composition of the Nominations Committee, requiring two current Board members, who are not standing for re-election in that election-cycle, and an independent Nominations Consultant appointed by the Board.

Currently, Rule 7.1 reads:

An independent Nominations Consultant shall be appointed by the Board.

The proposed wording for the amended Rule 7.1 is:

The Board will appoint a Nominations Committee made up no more than two current Board members, who are not standing for re-election in that election-cycle, and an independent Nominations Consultant appointed by the Board.

Rule 7.2

Rule 7.2 to be amended to change the reference to “Nominations Consultant” to “Nominations Committee”. Otherwise, no substantial changes to the wording of the rule will been made. The proposed wording for the amended Rule 7.2 is:

The function of the Nominations Committee shall be to consider the nominations submitted for members of the Board by Members, taking into account the criteria for Board members contained in these Rules and other guidelines the Board may provide.

Rule 7.3

Rule 7.3 to be amended to change the reference to “Nominations Consultant” to “Nominations Committee”. Otherwise, no substantial changes will be made to the wording of the rule. The proposed wording for the amended Rule 7.3 is:

The Nominations Committee shall select a number of candidates for the Board to be submitted to Members who shall be invited to vote. If the number of suitable nominations permits, the number selected shall not be less than twice and not more than three times the of vacancies to be filled. The candidates selected by the Nominations Committee shall be the only persons eligible for election to the Board.

Rule 7.4

An additional new Rule 7.4 has been drafted which reads:

To avoid any conflict of interest, any existing members of the Board eligible for re-election shall automatically be included as candidates for election should they chose to stand.

Rule 7.5

The current Rule 7.4 to be amended to become Rule 7.5 and to change the reference to “Nominations Consultant” to “Nominations Committee”. The proposed wording for the amended Rule 7.4 (which would become Rule 7.5) is:

The decisions of the Nominations Committee shall be final and there shall be no appeal against them.

Rule 8

Rule 8.2
Rule 8.2 to be amended to refer to the Nominations Committee and to change the eligibility criteria for board members. Rule 8.2 currently reads:

8.2 The candidates selected by the Nominations Consultant for submission to Members for voting shall be those persons whom the Nominations Consultant considers to be best qualified for membership of the Board having regard to:

8.2.1 The experience and ability to contribute towards running a charitable entity that also operates as a successful business.

8.2.2 A concern for and knowledge of consumer protection issues and the welfare of consumers.

8.2.3 Freedom from any association with another organisation that would cause a conflict of interest with the principal aim and objects of Consumer NZ.

The amended wording of Rule 8.2 reads:

8.2 The candidates selected by the Nominations Committee for submission to Members for voting shall be those persons whom the Nominations Committee considers to be the best qualified for membership of the Board having regard to:

8.2.1 The diversity of representation on the Board.

8.2.2 The experience and ability to contribute towards running a charitable entity that also operates as a successful business.

8.2.3 A concern for and knowledge of consumer protection issues and the welfare of consumers.

8.2.4 Freedom from any association with another organisation that would cause a conflict of interest with the principal aim and objects of Consumer NZ.

Rule 53

Rule 53 to be amended to change the definition of “Nominations Consultant” to make reference to the independent nominations consultant being part of the Nominations Committee as opposed to a single individual nominations consultant. The current definition of “Nominations Consultant” reads:

Nominations Consultant means an independent nominations consultant appointed by the Board to consider and select suitable nominees for election to the Board.

The amended definition of “Nominations Consultant” reads:

Nominations Consultant means an independent nominations consultant appointed by the Board to sit on the Nominations Committee to consider and select suitable nominees for election to the Board.

The amendment to Rule 53 also looks to insert a definition for “Nominations Committee”. The proposed definition reads:

Nominations Committee means a Board appointed committee made up no more than two current Board members, who are not standing for re-election in that election-cycle, and an independent Nominations Consultant appointed by the Board. The Nominations Committee will consider and select suitable nominees for election to the Board.