Dear colleagues,

Our new leadership team have been communicating the proposed governance changes since taking office. We have listened to your feedback through multiple communications and have incorporated those thoughts into the proposed structure. Rethinking, evolving and remodelling our governance structures had in fact been in the planning stages but the necessity to implement this change became more urgent with the recent financial challenges. Critical evaluation of the College's governance structures revealed a need for modernisation and alignment with contemporary governance arrangements.

Subsequently, at the June 2023 Council meeting, emergency arrangements were introduced, marking a pivotal shift towards a contemporary approach that aligns responsibilities and risks with the individuals and entities best equipped to handle them. This new structure preserves a meaningful role for both the Council and the Executive, ensuring that the College is governed with the expertise and oversight that is necessary and importantly serves the membership.

A key demonstration of these principles in the last six months was how the Recovery Committee, comprising of the president, vice president and four skill-based non-FRACS members, informed by high level executive, played a crucial role in navigating the crisis and restoring stability to the College's finances. This interim governance structure has proven effective, fit for purpose and provides practical confirmation that we are moving in the right direction. It is a clear demonstration of the benefits of evolving to meet the ever-changing needs of the College.

We propose using the format of the Recovery Committee for our new Board, supported by Council and embedding this governance model into our Constitution in order to ensure the stability the College requires going forward into the future.

Proposed Board structure

Council agreed to the separation of financial and legal responsibilities and roles of Council and Board with an initial focus for constitutional change based on establishing the Board structure.

The following is an overview of the agreed roles, responsibility, membership and function of the Board.

Role and responsibility of the proposed Board
•    Statutory and fiduciary duties as per legislation
•    Implements and oversees delivery of strategy and policy, as recommended by the Council and in collaboration with management
•    Responsible for key areas: CEO selection and performance, finance, compliance, legal, audit, risk management and high-level governance
•    Ensure delivery of core business – education, accreditation, examination and assessment
•    Oversight of RACS Foundation, subsidiary and commercial entities.

Board Structure
It will comprise of the following members:

•    Up to 10 directors (no less than seven) to include:
           - Up to five Fellows (FRACS) including president and vice president (or president elect)
           - Up to four independent skills-based directors (non-Fellows)

•    Appointment of directors:
          - There will be a three-year re-appointment process
                # Directors serve a term of not less than three years and not more than nine years
                # The president and vice president are linked to council tenure, are excluded from chairing and provide an important link to council.

          - Fellow (FRACS) directors may be recommended to the Board but will be elected by Fellowship for permanent appointment.
          - Independent skills-based directors to be selected and appointed by the Board based on a skills matrix that is aligned to the RACS strategy.

•    Representation:
        - Bi-national – minimum of two directors from Aotearoa New Zealand, to include at least one skills-based director and one Fellow
        - At least one rural or regional surgeon
         - Not less than 40 per cent of either gender.

Council
•    The Council structure will largely be retained to ensure broad representation across Aotearoa New Zealand, Australian states and territories, and surgical specialty societies.
•    The key functions of Council are to continue it is vital role in representing the membership to define and develop the core functions of education, Fellowship services and professional development and CPD.
•    The executive treasurer’s role will be removed as the functions of finance, audit and risk will be the responsibility of the new board.

Other RACS priorities
•    Advocacy that is relevant to our Fellowship and importantly meets our obligations as a professional organisation will also be a priority particularly at state and federal levels
•    We cherish our Foundation and will strengthen it for long term sustainability in order to deliver its vision and mission
•    We recognise our important role in global health, international engagement, surgical research and academic surgery.

Constitutional change requirements
Implementing the new Board structure as part of the overall governance changes will require a new College Constitution. This change requires a two-thirds majority vote of the Fellows voting ballot conducted for that purpose.

We plan to notify members with a notice of intention to propose the alteration to the Constitution in early March 2024, with a notice to Fellows advising of the ballot in April 2024. This timeline would see the ballot close on 1 May 2024 with the result ratified at the AGM on 9 May 2024.

Your support and engagement with this proposed new Board structure is critical, and I encourage you to support these much-needed changes. As we approach our Centenary in 2027 and looking to the future beyond, please vote to support these changes so that we can build a stronger College for generations to come.

Professor Owen Ung
Vice President
Chair Governance Committee