Co-Governance in your organisation

Asks what is co-governance to correct misunderstanding?

Co-governance is a misunderstood and much-maligned concept in Aotearoa/NZ.  Although the current government does not support it as the basis for our health system, co-governance will continue to be of interest to organisations committed to bicultural and Treaty-based practice.

At the Policy Place, many of our clients and online members are deeply committed to Te Tiriti o Waitangi. In this post, we consider some governance and organisational arrangements to reflect this commitment and how policies and procedures can help.

Constitutional options for co-governance 

Co-governance refers to an equality model of decision-making. It gives practical effect to the Te Tiriti undertakings of good governance, honourable partnership and protection and respect for Tino Rangatiratanga of iwi, hapū.

There are different models of co-governance. See here and here for more.

In a business or social or health service context, co-governance arrangements might involve Constitutional requirements for:

  • the appointment of an equal number of Tangata Whenua and non-indigenous/Tau Iwi to a Board or other governance structure
  • all or some decisions to be referred and approved by Māori and Tau Iwi caucuses
  • parallel processes for Māori and non-Māori to make decisions, collaborate and access services
  • respect for the values, tikanga, reo and other taonga of Māori/mana whenua
  • kaupapa Māori – by Māori for Māori agency
  • recognition of He Whakaputanga o te Rangatiratanga o Nu Tireni/The Declaration of Independence, Te Tiriti o Waitangi and NZ law
  • explicit recognition and encouragement for liaison between Kaupapa Māori, iwi-based and mainstream services
  • other arrangements as agreed between an organisation and mana whenua.

Policies and procedures to support co-governance

If you don’t have co-governance reflected in the Trust Deed or constitution for your agency, a Te Tiriti o Waitangi policy can be a great way to reflect and support a Treaty-based approach. See here for ideas on what can be covered in Te Tiriti o Waitangi policy.

Other policies and procedures to help give effect to Te Tiriti o Waitangi will include those addressing Diversity, Equity and Inclusion policies; Board Membership and Recruitment policies for Board and Staff.

Training and Induction for co-governance

The importance of governance and staff induction and training should not be forgotten. These processes will tautoko co-governance and help build cultural competency across your organisation.

Board induction will introduce new Board members to your Trust Deed/Constitutional requirements and the Board’s role in setting the organisational vision and strategy.

Staff induction will include coverage of your organisation’s values and key policies, procedures and documents.


Co-governance can be achieved at constitutional, governance and operational levels of organisations.  It’s an important way to give practical effect to the undertaking of Te Tiriti o Waitangi and to steer an organisation in Treaty-based practice.

Incorporated Society Rules and the Treaty of Waitangi

Protect the Treaty of Waitangi undertakings constitutionally.

Protect what’s important

With the new regime of the Incorporated Societies Act 2022 about to kick in it’s time to review and update your Incorporated Society Rules.

Incorporated Society Rules are an organisation’s Constitution. They are foundational and provide a great way of embedding your agency’s core values and commitment to Te Tiriti o Waitangi/Treaty of Waitangi.

In the build-up to the election in NZ, we’ve seen the Treaty of Waitangi treated like a political football. We’ve seen how important it is to therefore protect core values and principles from political whims and ignorance.

While we may not be able to do anything about the tactics of some political parties, we can do something in our own turf to strengthen our organisation’s commitment to the Treaty and give it enduring effect.

Update Incorporated Society Rules

Under the Incorporated Societies Act 2022, an organisation wanting to register or reregister for incorporation will have to provide a Constitution. If you’re already registered as an incorporated society, you’ll probably have to review and update your Rules or Constitution to meet the new requirements concerning officers, dispute resolution, membership and officer requirements.

While updating for these requirements, why not also update your Rules/Constitution to embed a strong Treaty focus in your organisation’s foundation? The Act allows a long time for an organisation to bring its Constitution up to scratch so there’s plenty of time to do things well.

At the Policy Place, we aim to embed the Te Tiriti o Waitangi into policies and procedures for members. The Treaty is a foundational document for Aotearoa. Its undertakings, such as respect for Rangatiratanga, protection of taonga such as te reo Māori and active pursuit of equity are also reflected in various compliance regimes that apply to our clients like the Social Sector Accreditation Standards and Ngā Paerewa Health and Disability Standard.

Here’s some ideas for embedding Te Tiriti o Waitangi into your Constitution as an incorporated society.

1. Principles

To future-proof your agency, state your purposes and values in your Rules/Constitution clearly. To incorporate Te Tiriti o Waitangi include principles like:

  • Recognition of the rights of Māori as tangata whenua
  • Kawanatanga – honour governance
  • Rangatiratanga – right of Māori to self-determination and for Māori by Māori
  • Oritetanga – equity
  • Wairuatanga – respect for diverse values and spiritual beliefs. (see Waitangi Tribunal: Te Hauroa

2. Members and Officers

If you have charitable aims and are a mainstream agency, how about providing for co-goverance. This could reflect in your rules on membership, for example, requiring Iwi/Hapū nominated positions; and/or that there is an equal representation of Māori and non-Māori in officer positions.

3. Procedures in Incorporated Society Rules

Give substance to your Treaty principles through your Rules covering various procedural aspects:

  • procedures for meetings –  requiring the observance of tikanga Māori;
  • a quorum – eg to comprise an equal number of Māori and non-Māori
  • a quorum for Kaupapa Māori – comprise at least one representative from each participating Iwi, hapū
  • meeting processes to include Māori Caucas or another way for Māori members to meet around and agree on initiatives of significance to the Society and/or whānau/tangata Māori
  • opportunity for Iwi/Hapū representatives to consult prior to decisions
  • encouragement and respect for ngā tikanga me te reo Māori  in processes including conflict and dispute resolution
  • the principle of “for Māori by Māori” will guide decision-making
  • manaakitanga for meetings
  • Cultural Advisor roles.


The Incorporated Societies Act 2022 came into force on 6 April 2022. The 1908 Act applies to an incorporated society until it registers under the new Act.

Organisations can register under the new Act from 5 October 2023 through to April 2026.

Agencies have the time to get their Constitutions into shape. Grab the chance to embed your Treaty and other core values into your Constitution.

Act now to protect the things you value. By incorporating the Treaty of Waitangi and other core values into your Constitution you give it a foundational status that can guide your organsiation into a positive and equitable future.


3 policy tips for your Governance/management relationship

A good governance/management relationship is important to an organisation.

Policies and procedures are vital to good governance in organisations and to a strong Governance/management relationship that is grounded in good faith. 

Like any relationship in the workplace, expectations on both sides – Governance and management – need to be clearly articulated in policies. Processes are also needed to support the relationship and to guide what happens when the relationship is not going so well.

Governance/management is important

The importance of a healthy Governance/Management relationship is recognised by most accreditation systems. The Social Sector Accreditation Standards and Ngā Parewa Health and Disability Standard, for example, both require evidence of strong governance/management of services.

Three ways your policies and procedures can support the Governance/management relationship are through:

  • Management delegation
  • Oversight processes
  • Governance parameters.

Management delegation 

A delegation basically gives a Manager/Kaiwahakahaere a green light for what they can do and the decisions they can make.

A delegation is usually written and will formally authorise a Kaiwhakahaere to exercise certain responsibilities. But it can take different forms.

In the Policy Place online service, we have a policy page specifically addressing management delegation. Alternatively, a letter of delegation can be used.

Sometimes, a management delegation can be framed around limits. By outlining what a Manager/Kaiwahakahaere must not do, the delegation establishes the scope of what they can do. Or, as we do at the Policy Place, a delegation can signpost operational responsibilities in areas like human resources, finances, contracts and funding.

Whatever the form or style of delegation, the crux is to ensure that management can do their job and make the decisions that are necessary for the effective and efficient running of the organisation.

Oversight and support

The role of Kaiwhakahaere/Manager is the main means by which Governance keeps informed about the organisation.

Organisational performance is integrally tied to the performance of management. It is through oversight of the Manager/Kaiwhakahaere that Governance gains an understanding of organisational performance and progress towards strategic goals.

To support this oversight, policies and processes  should prescribe reporting to Governance about matters like:

  • the financial status of the organisation
  • achievement of milestones, including contractual obligations
  • risk management
  • staffing
  • health and safety
  • other issues of importance to the Governance role.

With this information provided on a regular basis, Governance can therefore stay updated about organisational performance and informed about what, if any, additional support or changes are needed to address risks, issues and to make the most of opportunities. It will also be enabled to respond in a timely way if performance issues are indicated, either with management or the organisation.

Board parameters

Just as it’s important for the Kaiwhakahaere to know their delegated responsibilities, Governance also needs to be clear on its scope of authority.

At the Policy Place we address scope through online governance policies covering issues like:


  • Key responsibilities of a Board/Management Committee or Collective – eg strategic planning, financial oversight, health and safety etc.
  • Policy management – covering Governance versus management responsibility for operational policies
  • Governance/management communication including who is authorised to speak for Governance, responsibility for liaison with management; notification of significant events (eg adverse incident).
  • Management employment issues  – the recruitment, appointment, remuneration and performance reviews of the Kaiwhakahaere/Manager.

Governance/management policies and procedures

Wanting policies about good governance and to support the Governance/management relationship in your agency?

Contact us at the Policy Place – Book your obligation-free consult or email or phone us. We would love to hear from you😊.


Governance and management policies and procedures

Do you have governance and management policies? They are a must for good governance. They are essential for any organisation that is a Trust or corporate body wanting to survive and succeed.

If you’re a member of a board or Trust that is too often lost in operational details, or a manager of a social or health agency struggling with too much reporting and not enough clarity in your role, keep reading. We aim to help.

The gains of governance management policies

Governance and management policies and procedures can make a big difference. They provide many benefits if done correctly. The challenge for organisations is to achieve policies and procedures in this area that get the balance just right:

  • help the Governance to govern
  • support management to manage.

Policies about the role and responsiblities of governance and the parameters of management are particularly important if you want:

  • more capacity by the board to focus on strategy and stewardship of the organisation
  • feeling empowered as a manager and staff in the organisation
  • greater accountability within and external to the organisation.

Not to mention funding.

If you’re government funded you have to have good governance and management policies to show you are a viable agency able to handle the responsibilities of working with often vulnerable people and handling taxpayer monies.

Governance and management policies and procedures are therefore  required for accreditaton and quality assurance purposes for funded agencies in the social sector, health and tertiary education areas.

The risks

As a board member or manager, you may well be living day-to-day with the risks that go with poor governance management policies. The risks are considerable and include:

  • fraud
  • poor and damaged reputation associated with lack of transparency and accountability
  • inefficiency associated with confused decision-making processes
  • duplication across tasks and areas of responsibility
  • a disinclination to act by staff for fear they lack authority
  • high staff and board member turnover because of workload, high levels of dissatisfaction.

Online governance and management policies

At the Policy Place, we’re reviewing governance and management policies each time we bring an organisation into the online policy service.

We see a huge array of policies and procedures. A common problem is a lack of clarity around the role of governance versus management with too many  responsibilities given to the board and not enough clarity around the management role.

When organisations are often struggling to get people on to their boards, we want to help.

Our online policies and procedures support a divide between governance and management roles to help the board focus on stewardship and management, on managing.  Our online policies and procedures  address areas like:

  • roles and responsibilities of governance
  • management delegation
  • conflict of interest
  • financial and organisational reporting
  • risk management
  • membership and recruitment of the board
  • other areas

Our policies support organisations to comply with governance and workforce criteria in the Social Sector Accreditation Standards and Ngā Paerewa Health and Disability Standard.


Good news – there’s options!  

If you’re a board member struggling with too much or with the mahi of having to review policies, or if you’re a manager, who feels like the relationship between management and the board could be improved, you can:

3 policy and procedure tips for effective financial governance

policy and procedure for financial governance

It’s often hard for a not-for-profit organisation to work out the role a board should have in the financial management of the organisation versus the role of management. Policies and procedures are vital!

At the Policy Place Ltd, we help organisations with online and bespoke policies and procedures to guide boards and managers in the effective financial management of an organisation.  Financial management policies are required by a range of accreditation and compliance systems including the Social Sector Accreditation Standards, Health and Disability Standards and NZQA.

Here are our tips on how policies and procedures can help you work through the thorny divide of financial management and financial governance in your agency.

Tip 1

The Board is about governance so it needs to be able to satisfy itself that all tenets of effective financial management are in place.  Financial policies and procedures about the following are therefore key:

  • Financial delegations
  • Financial controls around expenditure
  • Financial records and reporting
  • Budget planning, approval and monitoring
  • Investment planning
  • Prevention and detection of fraud
  • Auditing
  • Policies
  • Management of assets and resources
  • Criteria to guide fundraising decisions

Tip 2

The board needs to understand and act within the parameters of the organisation’s Constitution/ Trust Deed.  Constitutions are typically concerned with :

  • managing any conflict around financial interests
  • a board’s power to delegate
  • a board’s power to invest organisational funds
  • provision for annual planning and auditing processes.

The board does not usually have to manage the day-to-day financial detail of the organisation. That’s the manager’s job.

However, one of its core functions is to protect and safeguard the long-term financial viability of the agency.  Policies and procedures, therefore, need to ensure that a board has sufficient oversight of operations from a financial viewpoint, that financial milestones are being reviewed and updated, financial records are being kept, expenditure and income is on track and within budget, and that the board is getting enough information to ensure the organisation’s financial longevity.

Tip 3

The board needs to be transparent and accountable for its decisions. So it needs to make sure, through the organisation’s policies and procedures, that:

  • roles in the financial management of the organisation are clear and accounted for
  • everyone understands their responsibility to prevent and report concerns about fraudulent behaviour
  • there are clear processes for koha and donations
  • there are regular internal and external audits
  • staff understand when and how they can be reimbursed for work-related expenses
  • there is regular reporting on budget milestones and variance from budget lines.
  • ensure that at all times, proper accounting records are kept that correctly record the assets, transactions, and financial affairs
  • reimbursements to board members for reasonable expenses incurred through role-related duties are transparent.

Without policy and procedure to guide financial management, your organisation is unlikely to meet its compliance requirements. Worse, it is likely to be highly unstable.

Don’t delay. If you think you need more guidance as an organisation about the board’s role and financial governance responsibilities, contact us. We can help!