Terms of reference

To support provision of high-quality renal services to patients and caregivers in Aotearoa New Zealand.

The Board’s functions are to:

1. Provide expert advice to renal services, District Health Boards and the Ministry of Health on all aspects of renal service provision
2. Identify priorities for renal service development
3. Develop and maintain up-to-date renal care standards
4. Involve consumers of renal services in Board activities
5. Promote the monitoring  and management of chronic kidney disease
6. Effectively communicate with stakeholders in relation to Board activities to publicise and support high-quality renal services
7. To establish time-limited Working Groups as required, and approved by the Board, to address particular advocacy, service development, standards and audit matters for consideration by the Board. Such Working groups will comprise members with relevant expertise and can include, where appropriate, people from outside the Board and renal services community.

The National Renal Advisory Board (NRAB) reports, as appropriate (via documents or verbally) to renal departments, District Health Boards and the Ministry of Health.

Members of the NRAB, as representatives of their departments, institutions, professional bodies and consumer groups, provide input from these groups to the NRAB and from the NRAB back to these groups.

The following subcommittees will report to the NRAB:

• Audit & Standards

The following professional bodies will report to the NRAB:

• Renal Society of Australasia Nursing Advisory Group
• New Zealand Board of Dialysis Practice (NZBDP)
• National Renal Transplant Service
• Australia and New Zealand Society of Nephrology

The NRAB will have a sufficient membership to be able to represent and/or liaise with all relevant stakeholders in renal service provision.

The membership of the NRAB should reflect, as far as reasonably practicable, the diversity of clinical activities of renal services in Aotearoa New Zealand and include individuals with expertise in the full range of clinical services and at all career stages; reflecting the principles of inclusivity and diversity having regard to the overall composition of the renal services workforce and related organisations.

The Board will consist of 16 members  including a Chair and a Deputy Chair, which must include:

• 3 Renal Physicians from major renal centres
• 1 Renal Physician from a smaller non-metropolitan centre
• 1 Paediatric Practitioner
• 2 Renal Service Managers
• 2 Representatives for Nursing (including Chair RSA Nursing Advisory Group NZ Renal Society of Australasia)
• 1 Representative for Renal Technicians (Chair of NZBDP)
• 1 Representative – Ministry of Health
• 1 Representative – Consumer
• Chair of the National Renal Transplant Service (nominated member)
• Chair of the Australia and New Zealand Society of Nephrology Aotearoa New Zealand Chapter (nominated member)
• 1 Representative - Kidney Health New Zealand (KHNZ) (nominated member)
• 1 Representative – Australia and New Zealand Dialysis and Transplant Registry (nominated member)

Where there is no, or insufficient, suitable individuals available for appointment for a category of membership of the Board, the Committee may function without that category of membership until a suitable appointee becomes available. The quorum is calculated on the reduced number of members during thieperiod of reduced membership.

Where a nominee member is unable to attend a meeting, an alternate will be allowed to attend the meeting at the discretion of the Chair.

Where appropriate Board members can include invitees at the discretion of the Chair.

The Board may co-opt the services of any other individuals if it considers this desirable, however that person will have no voting rights at any meeting of the Board and will not be included in determining a quorum.

Each member will complete a conflict of interest declaration form on appointment and annually thereafter.

The quorum will be five members (excluding the nominated members), assuming that there is an appropriate representation according to the agenda for each meeting.

The Chairperson

The Chairperson will be elected from the sitting Board members by the Board Members on a majority vote.  The Chairperson will hold the position for a term of 3 years.

The Chair will cease to hold office

1. If they resign from the office, giving one month’s notice in writing to the Board, or lesser period with the approval of the Board.
2. If the Board revokes their appointment to the office, in its absolute discretion.
3. Otherwise cease to be a member of the board: refer v. below.

Members other than the Chair

1. All Board members, except nominee members, will be appointed for a term of up to three years.
2. No person may be a member of the Board for more than two consecutive terms.
3. A nominee member may serve continuously during the period that their nomination remains on foot.
4. A person who has completed their maximum permitted continuous period as a Board member will be eligible for further appointment as a member of the Board after six years has elapsed from the conclusion of the maximum permitted period.
5. A person will cease to be a member of the Board if:
   1. they resign from the Board, by giving one month's notice (or such lesser period as the Chair approves in any particular case) in writing to the Chair;
   2. they attend less than 50% of the scheduled meetings within a 12-month period, unless otherwise agreed with the Chair;
   3. they cease to satisfy the eligibility criteria specified in the category of membership under which they were appointed to the Committee;
   4. in the case of a nominee member, their nomination is withdrawn by the relevant organisation;
   5. in the case of a member who is the Chair, they cease to be the Chair; or
   6. in any case, the Board revokes their membership, in its absolute discretion.

In establishing and maintaining membership of the NRAB:

1. Nominations for new membership will be sought by the Chair on behalf of the Board through expressions of interest distributed to the appropriate stakeholder group(s) or organisation(s).
2. The expression(s) of interest received will be considered by the Board at the next available meeting or out of session if required.
3. The Board will approve the preferred candidate from the expression(s) of interest through a majority vote.
4. The Board will undertake an expression of interest for a vacancy as soon as practicable and prior to the meeting after the vacancy occurs.
5. Each member will complete a conflict of interest declaration form on appointment and annually thereafter.

The Board will meet at least four times a year with interim teleconferences arranged if appropriate.

The Chair (or in their absence the Deputy Chair) may call a special meeting of the Board to be held by teleconference or videoconference, with members being given at least seven days’ notice of meeting.

1. The Chair (or in their absence, the Deputy Chair) must:
   1. Oversee the allocation of specific portfolios and areas of responsibility to individual members aligned with the terms of reference for the Board to support the Board’s work and to facilitate succession planning;
   2. Prepare and issue the agenda for a meeting a week before the meeting, and review and confirm drafts for submission of key proposals requiring Board approval
   3. Facilitate open and constructive communication among committee members and encourage contribution to Board deliberations
   4. Ensure all discussion items end with a decision or action
   5. Ensure all items are referred for additional advice to other individuals, organisations or Working Groups/sub-committees of the Board, where appropriate
   6. In the absence of the Chair, nominate an acting Chair from the Board membership (excluding nominee members) to act in the Chair’s place as required.
2. A quorum of members:
   1. must be present before a meeting may proceed; and
   2. is constituted by half the members eligible to vote plus one, including the Chair or Deputy Chair.
3. The Board may make a decision by a show of hands, or where demanded by a member entitled to vote, a ballot.
4. The Chair (or the person acting as Chair in the Chair’s absence) will have a deliberative and, in the case of equal votes, a casting vote.
   1. The Board may make a decision without a meeting if all board members eligible to vote sign their consent on a document (which may have counterparts), which states the decision.
   2. No business may be considered at a meeting of the Board until the minutes of the previous meeting have been confirmed or otherwise disposed of. No discussion of the minutes is permitted except as to their accuracy.
   3. Minutes of a meeting must be confirmed by resolution and signed by the Chair at the next meeting. Minutes confirmed and signed in that way will be taken as evidence of proceedings of that meeting.

The Board will survey members at the start of each year to ascertain the provision of administrative services to enable the Board to communicate and function effectively.

The agenda, including all supporting papers for the meeting, will be circulated one week prior to the meeting.

Draft minutes of each meeting, which have been previewed by the Chairperson, will be circulated to all relevant stakeholders within two weeks for comment on any final changes.

Apologies must be communicated to the Chairperson (or Board Secretary) in advance of the meeting.  Where appropriate, forward any comments, concerns and or queries to the secretary for inclusion to the meeting.

Attendance fees and travel costs will be met in accordance with Ministry of Health policy for non-DHB members.

All business of the Board, other than information before the Board already available in the public domain or intended for dissemination in the public domain, is confidential and must be treated as confidential by all Board members. Members are not to disclose any confidential information to anyone outside the Board, other than to Board members, without the prior approval of the Chair in consultation as appropriate with the Board member (unless the matter concerns the conduct or performance of the Chair), and are to treat this material with the utmost care and discretion.

1. A Board member must declare any conflict of interest to the Chair if they, their partner or close family friend, has a direct financial or other professional or personal interest which influences, or may appear to influence, proper consideration or decision-making by the Board on a matter or proposed matter.
2. In the case of a declared conflict of interest, the Chair (or Deputy Chair in their absence) must:
   1. determine the nature of that member's permitted participation, whether that is full participation in the Board's handling of that issue, capacity to discuss the issue but not to vote on the issue, a prohibition on discussing or voting on the issue, or departure from the meeting while that issue is being handled;
   2. advise the person concerned of the Chair's determination; and
   3. report the determination to the Board.

1. The Board may review these Terms of Reference at any time.
2. The Board may recommend amendments to these Terms of Reference.
3. The recommended alteration takes effect on approval by the Board.