Appendix Two
Document 1
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Finance and Audit Committee
Establishment
1. The Finance and Audit Committee (Committee) is established by the Board of Health New
Zealand | Te Whatu Ora (Health NZ) (the Board) under clause 14 of Schedule 5 of the Crown
Entities Act 2004 (the Crown Entities Act).
2. The Committee will commence on
1 August 2025.
Functions
3. The Committee wil undertake a variety of functions in relation to finance, risk and audit, and
provide advice and recommendations to the Board relating to those activities.
4. The function of this Committee is to ensure that Health NZ complies with its financial
accountabilities and legislative responsibilities including Section 16(1)(c) of the Pae Ora
(Healthy Futures) Act 2022 (the Act) and those set out in Section 51 and Part 4 of the Crown
Entities Act and related regulations.
Responsibilities
5. The Committee wil assist the Board to ensure Health NZ achieves its objectives and carries
out its functions in accordance with the Act and other relevant legislation.
6. The Committee wil undertake the following activities:
7. Financial Planning and Reporting
a) Review and advise the Board on its approval of the annual financial statements and
disclosures, Annual Report and any other Financial Statements that are required to be
published, including Financial disclosures to the Health Select Committee.
b) Review draft Health Plans, Statements of Intent, Statement of Performance Expectations
and other accountability and strategy documents as required from time to time for their
financial impact.
c) Review and advise the Board regarding finance-related policies and procedures requiring
Board approval, including delegation policies.
d) Review management accounting and internal financial reporting practices, controls and
issues and alert the Board to any areas which appear ineffective.
e) Review the financial performance and position of Health NZ against budget and forecast.
f)
Review and advise on the internal Budget allocation and prioritisation.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Finance and Audit Committee
g) Monitor compliance with its financial reporting, accounting standards and legislation,
including a monthly solvency review based on management cash forecasts; and
h) Oversee system-wide efficiency through the Health NZ Finance function.
8. Audit
a) Liaise regularly with the external auditor and review the external audit scope and plan,
including areas of focus.
b) Liaise regularly with the internal auditor and review the internal audit scope and plan
including adequacy of scope, approving annual workplan and specific terms of reference
or special investigations above a certain threshold.
c) Assist the identification of issues relevant to the external auditor planning process.
d) Receive the reports of the internal and external auditors, review their findings and monitor
the progress made by management to implement the recommendations.
9. Other
a) Undertakes any other matters at the request of the Board.
b) Seek its own independent professional advice with the Board Chair’s approval.
Accountability
10. The Committee is accountable to the Board. It does not have a decision-making function.
11. However, the Board may from time-to-time delegate to the Committee the authority to make
decisions and take actions on its behalf in relation to certain matters. Any such delegation
must be in writing.
12. Any recommendations of the Committee must be approved by the Board. However, where the
Board delegates to the Committee the authority to make a decision or take certain actions,
such decisions or actions do not need to be approved by the Board.
13. Consensus must be reached on matters and the Committee Chair does not have a casting
vote.
Confidentiality
14. The Board’s obligations relating to complete confidentiality also apply to the work of this
Committee.
Membership and composition
15. The Committee wil be composed of at least six members including:
a) At least four members from the Board, including the Board Chair.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Finance and Audit Committee
b) Any other person, not being a member of the Board, appointed by the Board, to assist the
Committee to carry out its functions.
16. The Board wil appoint the Committee Chair and Deputy Committee Chair. The Board Chair
cannot be appointed as the Committee Chair or Deputy Committee Chair.
17. Any member of the Board may attend any Committee meetings but will not form part of the
quorum as set out in item 19 below. Al Board members wil receive access to the Committee
papers.
18. Stakeholder representatives from Audit NZ, the Ministry of Health (including the Health
Assurance Unit) and Treasury wil be invited to attend meetings of the Committee and receive
copies of the Committee papers. Other persons may also be invited to attend the meeting of
the Committee (or part of the meeting) and receive copies of all or selected Committee papers
with the approval of the Committee Chair. Stakeholder representatives and other invitees do
not form part of the quorum. The Crown Observer is invited to attend all meetings.
Quorum
19. If the total number of members of the Committee is an even number, the quorum is half that
number, but if the total number of members is an odd number, the quorum is a majority of the
members.
20. There must be a least one Chartered Accountant present for a quorum.
Frequency of Meetings
21. The Committee wil meet on a six-weekly meeting cycle or as directed by the Health NZ Chair
to attend to urgent matters that the Board requires advice on.
22. Meetings wil be primarily held in person and online if required, as decided by the Committee
Chair.
Committee Support
23. Secretarial support wil be provided by a member of the Board Secretariat.
Review
24. The Board wil review the Terms of Reference annually.
Reporting
25. The Committee Chair is responsible for providing regular reporting to the Board on the
Committee’s activities and any recommendations.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Finance and Audit Committee
Document 2
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Capital and Infrastructure Committee
Establishment
1. The Capital and Infrastructure Committee (Committee) is established by the Board of Health
New Zealand | Te Whatu Ora (Health NZ) (the Board) under clause 14 of Schedule 5 of the
Crown Entities Act 2004 (the Act).
2. The Committee commenced on 4 September 2025.
Functions
3. The Committee wil undertake a variety of duties in relation to overseeing and monitoring
capital spending and infrastructure delivery across Health NZ. “Infrastructure” includes
facilities, clinical equipment, and digital systems that provide the foundation for Health NZ’s
operations.
Responsibilities
4. The Commit ee wil ensure Health NZ achieves its objectives and carries out its functions in
accordance with the Act and other relevant legislation.
5. The Committee wil undertake the following activities:
a) Capital Investment
i)
Oversee all capital bids that are not otherwise approved by the Chief Executive under
the Chief Executive’s delegated authority before they are considered by the Board or
the Minister.
ii) Oversee the development and maintaining of a new capital investment process and
an Infrastructure Operating Model.
iii) Provide information and advice relating to capital investment during the Crown Budget
process.
iv) Oversee delivery of major infrastructure projects.
b) Asset Management
i)
Oversee development and maintaining of a National Asset Management Plan for
Health NZ.
ii) Ongoing strategic advice and guidance on capital investment and asset management.
iii) Identify where work should be commissioned consistent with the National Asset
Management Plan.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Capital and Infrastructure Committee
c) Data and Digital
i) Promoting and overseeing the leveraging of data and digital technologies to
streamline business processes, reduce costs, and improve productivity.
ii) Promoting and overseeing the driving Innovation to enhance health outcomes.
iii) Promoting and overseeing the utilisation of data analytics and digital platforms to
better understand patient needs and enhance overall patients’ satisfaction and health
outcomes.
d) Prioritisation
i) Identifying priorities for capital investment to realise system-wide efficiency savings.
ii) Challenge and critique capital investment proposals as they are developed.
e) Health and Safety
i) Review, monitor and promote health and safety compliance and management of
health and safety risks relating to physical infrastructure projects and Health NZ
facilities (including review and monitoring of management of seismic and fire safety
risks)
f) Other
i) Review and monitor relevant operational and governance policy.
Accountability
6. The Committee is accountable to the Board. It does not have a decision-making function.
7. However, the Board may from time-to-time delegate to the Commit ee the authority to make
decisions and take actions on its behalf in relation to certain matters. Any such delegation must
be in writing.
8. Any recommendations of the Committee must be approved by the Board. However, where the
Board delegates to the Commit ee the authority to make a decision or take certain actions,
such decisions or actions do not need to be approved by the Board.
9. Consensus must be reached on matters and the Commit ee Chair does not have a casting
vote.
The Ministerial Committee for Health Infrastructure (MCHI)
10. It is intended that the MCHI established by the Minster of Health wil have an enhanced
advisory role in connection with built infrastructure projects with an expected total capital cost
of $50 mil ion or more. The scope of the role of the MCHI is set out in its terms of reference. A
copy of the current terms of reference of the MCHI shall be attached to these Terms of
Reference.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Capital and Infrastructure Committee
11. With the approval of the MCHI Chair, the Commit ee may seek the MCHI’s advice in connection
with built infrastructure projects with a total capital cost of less than $50 mil ion.
12. Commit ee papers may be provided to the MCHI on request of the Chair of the MCHI.
13. The Commit ee Chair shall liaise with the Chair of the MCHI on relevant matters including the
ways of working and reporting between the Committee and the MCHI.
Confidentiality 14. The Board’s obligations relating to confidentiality also apply to the work of this Commit ee.
Membership and composition
15. The Committee wil be composed of at least six members including:
a) At least three members from the Board.
b) The Board Chair, who wil be an ex-officio member.
c) up to three independent members with appropriate experience to assist the work of the
Committee.
16. The Board wil appoint the Committee Chair.
17. With the approval of the Board Chair, the Commit ee may engage one or more external
advisors to assist the Commit ee.
Quorum
18. If the total number of members of the Committee is an even number, the quorum is half that
number, but if the total number of members is an odd number, the quorum is a majority of the
members.
Frequency of Meetings
19. The Committee wil meet at least six times a year.
20. Meetings can be held online or in person, as decided by the Committee Chair.
Committee Support
21. Secretarial support wil be provided by a member of the Board Secretariat.
Review
22. The Terms of Reference will be reviewed annually.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Capital and Infrastructure Committee
Reporting
23. The Commit ee Chair is responsible for providing regular reporting to the Board on the group’s
activities and any recommendations.
Health New Zealand | Te Whatu Ora Board
Terms of Reference – Capital and Infrastructure Committee
Document Outline
