From the CEO: Voting time

That process will take another step forward at the NZW Annual Members Meeting, to be held online on 22 October, when a proposal to vote on changes to the NZW Rules will be submitted to members for consideration and approval. To be adopted the Rule changes need to gather support from 75% of members voting at the meeting, or if a poll vote is called, from 75% of Levy Votes and 75% of Member Votes represented at the meeting.

The meeting is being held online, as that is the easiest (and most cost effective) way to gather members together to discuss and vote on the changes. All that is required from members is a little time to consider the proposals and then to vote. And if for some reason you can’t attend the meeting, you can always appoint a proxy to attend and vote on your behalf.

The Proposals

While the current proposals are the recommendations of the Board, they are firmly rooted in the feedback received from various member consultations in recent years. That feedback showed that, in general terms, members supported a smaller Board and having more independent directors on the Board. Similarly, members have also supported providing an avenue for younger industry members to gain governance experience via NZW, and using NZW committees to enhance representation from across the industry in NZW activities.

That member feedback has now been codified into the proposed changes to the NZW Rules, which have been communicated to members in recent weeks. In summary the proposals include;

• Reducing the size of the Board from 12 down to nine directors
• Decreasing the number of elected directors from 10 down to six, while maintaining the even split between member class and levy class directors.
• Moving from two appointed directors on the current Board to three independent directors on the new Board (provided the elected directors meet certain representation criteria). The independent directors must be truly independent of the industry - i.e. they cannot be a member, associate member, associated with a member or associate member, or have any current material involvement in the sector.
• Introducing a 10-year limit on the time any director may spend on the Board.
• Providing for up to two associate directors to be appointed to the Board; this proposal is aimed at allowing an avenue for younger industry members to get industry governance experience.
• Requiring that representation of the diversity of the industry must be considered in the decision-making process when deciding membership of the various NZW committees.

To enable these changes to come into force in an orderly and logical manner there are various consequential and transitional provisions included in the proposed new Rules. For example, because it is planned to reduce the size of the Board, the requirements around quorum for Board meetings, and how many votes are needed to pass a resolution, have all been updated. Similarly, the election schedule has been updated to provide for both member and levy class elections in 2026 so that a new smaller Board is in place as from October 2026.

All or nothing

The proposed changes will be voted on at the Annual Members Meeting as an all or nothing package. There will be one motion to be passed that packages together all the proposals. The reason for this is that many of the changes are inter-related. For example, the proposal to reduce the size of the Board is the trigger for many of the other proposed changes in the Rules. If this is not agreed, then there is no sense in having separate votes on matters such as changing the quorum and the number of votes to pass a resolution.

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If the proposal changes are passed the new Rules will come into effect immediately, although some of the changes will be staged to ensure an orderly transition. For example, as noted above, the next Board election will be in 2026, so it is only then that the reduction in the Board size will come into effect, as will the provision for increasing the number of independent directors.

How to attend and vote

Details about how to attend the Annual Members Meeting and cast your vote will be distributed to members in the lead up to the meeting and vote on October 22. Importantly, if you can’t attend, members can appoint a proxy to vote on their behalf so you can still have your say. The Board has worked hard to bring these proposals to members to decide. It’s now time for you to cast your vote and make the decision on these matters which will decide the future shape of your national industry organisation.