In this Chair’s report, I would like to reflect on the very significant changes in CLNZ governance since 2014 which now position CLNZ well, to respond to current and future strategic challenges.
Emertius Prof. Pat Walsh
I will step down from the Copyright Licensing New Zealand (CLNZ) Board at the end of 2021 after seven years as a director. In those seven years, the strategic challenges facing CLNZ have increased in number, character and intensity. This has demanded a commensurate response at both governance and management level.
The most important governance change has been CLNZ’s closer governance relationship with its shareholders, Publishers Association of New Zealand (PANZ) and New Zealand Society of Authors (NZSA). In 2014, CLNZ had a close relationship with individual publishers and authors as rightsholders but it is fair to say that the governance relationship with PANZ and NZSA needed to be strengthened.
The improvement in the governance relationship grew from an awareness by CLNZ, PANZ and NZSA that their capacity to represent the interests of authors and publishers effectively depended upon them working together to understand each other’s situation and by a conscious effort to embed a close relationship at the governance level. This improved governance relationship has been reflected in a similarly close and effective relationship at management level. The benefits from this have been seen in some of the important wins of recent years, perhaps most notably MBIE’s withdrawal of its November 2019 paper.
This improved relationship is also seen in the development of a framework for the appointment of shareholder directors to the Board in which CLNZ participates fully in the appointment process. The composition of the Board has changed in other respects with the appointment of two independent directors in 2014 and, beginning in 2021, the appointment of a Board intern, which add diversity to the perspectives brought to the Board table.
The Board has made substantial changes to how it operates. It has comprehensively reviewed CLNZ’s governance policies and brought these together in a new Board Manual which serves as the guiding document for the operation of the Board. An annual Board workplan is agreed and its milestones are an agenda item at every Board meeting. The Board has established two standing committees, an Audit and Risk Committee which meets prior to each Board meeting, and a Chief Executive Performance Review Committee which carries out the CE’s performance review and reports back to the Board.
The Board has also recognised the need to embrace cultural diversity, particularly to embed a Te Tiriti perspective at the governance level and has made progress towards this while accepting that there is much more to do. A formal Board self-review process, including a review of the Chair’s performance, has been introduced as a way of assessing whether the Board is functioning effectively and in accordance with the Board Manual.
This is my fourth and final Chair’s report. I acknowledge the fine work of my predecessor chairs, Adrian Keane and Vanda Symon, and their contributions to the governance changes referred to above. I also acknowledge the Presidents of NZSA and PANZ for their support and their commitment to a positive relationship with CLNZ.
I would like to thank my fellow directors for their commitment to the principles which drive CLNZ, their diligent attention to their fiduciary responsibilities and their generosity of spirit, all of which ensure that Board discussion is informed and strategic and, while robust, is always collegial. CLNZ is outstandingly well served by Paula Browning as CE. Her strategic vision and tactical acumen have positioned CLNZ well to meet the challenges ahead. The Board is also well served by the high quality team Paula has assembled. It has been a privilege and a pleasure to chair CLNZ and I wish the company and everyone associated with its mission all the very best for the future.