External Reporting Board – Member Position Description
External Reporting Board
The External Reporting Board (XRB) is an Independent Crown Entity initially established under the
Financial Reporting Act 1993, with continued existence under the section 11 of the Financial Reporting
Act 2013 and operating within the framework of the Crown Entities Act 2004.
The primary functions of the XRB are to:
issue financial reporting standards for all entities that are required under any enactment to comply
with general y accepted accounting practice
issue auditing and assurance standards for a range of purposes
develop and implement strategies for the XRB’s overall direction in the setting of standards,
including developing a strategy for tiers of reporting
give directions or guidance as to the accounting policies that have authoritative support
Liaise with international or national organisations which exercise the same or similar functions.
The Financial Sector (Climate-related Disclosures and Other Matters) Amendment Bill currently
before Parliament will extend the XRB’s mandate to:
o develop reporting standards to implement mandatory reporting on climate risks for
certain entities that have a higher level of public accountability, and
o permit the XRB to issue guidance on environmental, social, governance (ESG) and
other non-financial reporting matters that can be applied on a voluntary basis.
The XRB has used its powers under the Crown Entities Act to establish two subsidiary boards: the NZ
Accounting Standards Board (NZASB) to set financial reporting standards and the NZ Auditing and
Assurance Standards Board (NZAuASB) to set auditing and assurance standards. These two boards
focus on the standards detail, allowing the XRB Board to focus on the standards framework at a
strategic level. Due to the strategic significance of the new reporting standards on climate risks, the
XRB Board itself is developing those standards, which will be aligned with the framework provided by
the Task Force on Climate-related Financial Disclosures.
The Board of the XRB is responsible for general governance of the organisation, overall financial
reporting strategy (including advising the Minister of Commerce and Consumer Affairs accordingly),
standards strategy and oversight of the subsidiary boards.
Further information on the XRB can be found on their website
: https://www.xrb.govt.nz/
XRB as an Independent Crown Entity
The XRB, as an Independent Crown Entity is subject to relevant provisions of th
e Crown Entities
Act 2004, and the Financial Reporting Act 2013, which provide a framework for the company’s
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governance and accountability, including responsibilities of board members, disclosure of interests,
and the roles of Ministers.
The Minister of Commerce and Consumer Affairs is the shareholding Minister. Under the Crown
Entities Act 2004, Ministers have powers with regard to all entities on matters of strategic direction,
targets, funding, performance, reporting and reviews.
XRB Membership XRB members are appointed by the Governor-General on the recommendation of the shareholding
Minister. The Financial Reporting Act 2013 states that the XRB must consist of no fewer than 4 and no
more than 9 board members.
Members of an independent Crown entity may be appointed for a term of up to five years. There
should be no expectation on the part of new appointees or incumbent members that they will be
offered a subsequent term of office.
A member may resign from office by a signed notice of resignation to the responsible Minister, with a
copy to the XRB board. The notice is effective once it is received by the Minister, or at a later time
specified in the notice.
The Minister may at any time, by way of signed written notice to XRB, remove any member from office
as per Section 41 of the Crown Entities Act 2004.
Role of Independent Crown Entity board members
The role of an Independent Crown entity company board member involves working with the board
chairperson and other members to achieve the following:
Provide leadership to the entity, consistent with the purpose of the entity and the Minister’s
expectations.
Ensure effective accountability and governance of the entity, consistent with the requirements
of relevant legislation, including the Financial Reporting Act 2013 and the Crown Entities Act
2004.
Develop and maintain sound relationships with Ministers and their advisors.
Attend board meetings and participate fully in board discussions. This includes constructively
challenging the views of other board directors while being collegial and supportive.
Provide guidance and support to the entity’s chief executive to ensure the company is managed
effectively.
Contribute towards the process to oversee the employment of the chief executive.
Members are also required to inform the board chair of any interests that they have, or are likely to
have, in matters relating to the company, and notify the chair of any new interests which may arise
during their term.
Collective and individual duties of XRB members
The Crown Entities Act 2004 and the Financial Reporting Act 2013 set out a consistent and coherent
framework for the governance, reporting and accountability arrangements of Crown entities.
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The collective duties of directors are to ensure that the XRB Board acts consistently with its objectives,
functions, current Statement of Intent and Statement of Performance Expectations, and that the XRB
Board’s functions are performed efficiently, effectively and in a manner consistent with the spirit of
service to the public, and in a financially responsible manner.
The individual duties of XRB Board members are:
to comply with the Financial Reporting Act 2013 and the Crown Entities Act 2004.
to act with honesty and integrity, in good faith and not at the expense of the entity’s interests,
with reasonable care, diligence and skill
not to disclose or make use of information that otherwise would not be available to them.
Further information on how the relationships between Independent Crown entities, Ministers, and
departments work in practice can be found
here on the Public Service Commission’s website.
General skil s relevant to members of an Independent Crown Entity board
Extensive governance experience, in a multi-stakeholder environment.
Experience in areas such as business, accounting, auditing, finance, economics or law.
Strong relationship management skills, including working effectively with peers and developing
valuable strategic connections with industry, consumers and other stakeholders.
Strong communication skills, including ability to reason objectively and convey ideas clearly and
accurately.
An understanding of the public sector.
A good understanding of governance responsibilities under the Financial Reporting Act 2013 and
the Crown Entities Act 2004
Criteria for appointment and eligibility
Section 29 of the Crown Entities Act 2004 requires the responsible Minister to:
only appoint or recommend a person who, in the responsible Minister’s opinion, has the
appropriate knowledge, skills and experience to assist the entity to achieve its objectives and
perform its functions; and
in appointing or recommending an appointment, take into account the desirability of promoting
diversity in the directorship of Crown entities.
Under Section 13 (2) of the Financial Reporting Act 2013, the Minister must not recommend a person
for appointment as a member of the XRB unless, in the opinion of the Minister, that person is qualified
for appointment by reason of his or her knowledge of, or experience in, business, accounting, auditing,
finance, economics, sustainable development or law.
The following persons are not eligible for membership of the XRB Board:
a person who is under 18 years of age
a member of Parliament
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a person who is an undischarged bankrupt
a person who is subject to a property order under the Protection of Personal and Property
Rights Act 1988
a person in respect of whom a personal order has been made under any Act that reflects
adversely on the person's —
o competence to manage his or her own affairs in relation to his or her property
o capacity to make or to communicate decisions relating to any particular aspect or
aspects of his or her personal care and welfare
a person who has been convicted of an offence punishable by imprisonment for a term of two
years or more, or who has been sentenced to imprisonment for any other offence, unless that
person has obtained a pardon, served the sentence, or otherwise suffered the penalty
imposed on the person
a person who is disqualified under any Act.
Remuneration and Meetings
The expected time commitment, including meeting preparation, for a Board member is approximately
20 days annually. The XRB meets at least eight times a year, or more often as the Board deems
necessary to carry out its responsibilities. This will normally include at least one annual strategic
planning meeting.
Fees for members of independent Crown entities are set by the Remuneration Authority. The daily
rate includes any annual and sick leave entitlement and no additional payments are to be made on
account of annual leave or sick leave.
You will receive your determination, by email, from the Authority at the time you take up your
appointment. In the meantime you are welcome to contact the Authority directly by email:
[email address], or by phone (04) 499-3068.
Crown Entities The Crown Entities Act provides a coherent framework for Crown entity governance and
accountability, including responsibilities of board members, disclosure of interests, and the role of
Ministers. It is available at
http://www.legislation.govt.nz.
Further information on how the relationships between Crown entities, Ministers, and departments
work in practice can be found on the State Services Commission’s website
(http://www.ssc.govt.nz/it-
takes-three-operating-expectations-framework)
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External Reporting Board member – Person Specification
Specific skil s required at this time
The Minister for Economic Development is seeking candidates who can provide a number of the
following specific skills, experience and attributes including:
an understanding of Te Ao Māori and a strong connection to Māori business.
a passion for reporting
strong market connections and credibility
governance in a multi-stakeholder environment
accounting, auditing, business, economics, finance, legal or sustainable development expertise
Skil s, Experience, and Attributes Required
Collectively members of the External Reporting Board (XRB) should have knowledge and experience
of, and capability in:
• high level of business acumen
• auditing and assurance standards experience
• stakeholder management expertise
• an understanding of public accountability and the relationships between the Government and
Crown entities.
Members must be aware of the importance of personal integrity and the need to disclose any
interests they have or are likely to have in matters relating to the XRB, whether or not these create a
conflict of interest. Members must also be sure that they have the interest and enthusiasm needed to
contribute effectively to the performance of the entity throughout their term of directorship.
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Document Outline
