The Board comprises seven independent non-executive members:

The biographical information of each Board member are outlined later in this Annual Report.

Roles and responsibilities of the Board

The Board is ultimately responsible for the overall operation and stewardship of NHFIC and reports to the Parliament through our responsible Minister. In performing its role, the Board decides, within the scope of the Investment Mandate, the strategies and policies to be followed by NHFIC. It monitors compliance with those strategies and policies, defines our risk appetite, makes financing decisions and otherwise ensures the proper, efficient and effective performance of our functions.

The key responsibilities of the Board are:

• providing input to and approving NHFIC’s strategic direction, objectives, goals and budgets as developed by management in a manner which is at all times consistent with NHFIC’s functions under the NHFIC Act and the Investment Mandate
• directing, monitoring and assessing NHFIC’s performance against strategic and business plans, approving and monitoring expenditure and reviewing and approving the major policies of NHFIC
• identifying the principal business risks, ensuring NHFIC has in place an appropriate risk management framework and establishing the acceptable levels of risk within which the Board expects the management of NHFIC to operate
• reviewing and approving the systems of internal compliance and control, audit, risk management and legal compliance, to determine the integrity and effectiveness of those systems
• approving and monitoring material internal and external financial and other reporting and monitoring the operational and financial position and performance of NHFIC
• ensuring that the capital and reserves of NHFIC are sufficient to meet the likely liabilities of NHFIC and to make adequate provision for default in the repayment of principal, or in the payment of interest or other charges, in connection with loans made by NHFIC
• ensuring ethical behaviour and compliance with NHFIC’s own governing documents, including NHFIC’s code of conduct and corporate governance standards.

Further details of the responsibilities of the Board are set out in the Board Charter. This charter is reviewed annually, and a copy of the charter is available on our website.

Board size, appointment, skills and independence

The NHFIC Board must include a Chair and a minimum of four and maximum of six Board members. Board members are appointed by the Minister under a formal letter of appointment setting out key terms and conditions. The maximum term of office of a Board member is five years. At the end of this period the Board member retires, but is eligible for re-appointment.

Board skills

In appointing Board members, the Minister must ensure that Board members collectively have an appropriate balance of qualifications, skills or experience. This includes skills in the following areas:

• banking and finance
• law
• housing (including social or affordable housing)
• infrastructure planning and financing
• local government
• public policy.

The Board will regularly review its composition to ensure it comprises the optimum number of members and that Board members have an appropriate mix of skills.

Independence of Board members

At the time of appointment to the Board, each Board member’s independence was assessed. At the time of appointment and through to the date of this Annual Report, the Board considers all Board members to be independent.

Conflicts of interest

All Board members of NHFIC are required to disclose any interests or other directorships held, and to update the information provided in a timely manner. A Register of Interests is maintained by NHFIC to manage any potential conflicts of interest.

Where a Board member has a declared actual, perceived or potential material personal interest in a matter, that Board member will not participate in any discussion or voting when the matter is being considered by the Board or relevant Board Committee.

Each year, Board members are required to complete a declaration of personal interests which is subject to review by NHFIC’s Board. NHFIC maintains a register of the declared interests.