Resignation letters and transparency
Directors active in the public sector need to be keenly aware of heightened obligations that come with their roles.
The recent release of board resignation letters by KiwiRail, following an Ombudsman investigation, serves as an important reminder of the heightened transparency obligations for directors in the public sector.
While the Ombudsman had not yet ruled on the matter, KiwiRail chose to disclose the letters before a formal decision was made. This situation underscores a crucial governance reality: public sector board members operate in an environment where scrutiny is not just possible but expected.
For directors serving on public entities, this case highlights the importance of understanding the Official Information Act 1982 (OIA) and how it applies to board communications. Under the OIA, information held by public organisations can be requested and, unless there is a valid reason for withholding it, may be disclosed. While some exemptions exist – such as protecting personal privacy or commercial sensitivity – public interest considerations can outweigh these factors. In this instance, KiwiRail initially resisted disclosure but ultimately released the letters while the Ombudsman’s investigation was ongoing.
Managing transparency proactively
Public sector directors should ensure they are well-versed in their organisation’s transparency obligations and be prepared for the possibility of disclosure. Key considerations include:
- Assume disclosure is possible: When drafting resignation letters – or any board-related communication – directors should be mindful their words may become public. A resignation letter is not just a personal statement; it can be subject to an OIA request.
- Clarity and professionalism matter: If a resignation is due to concerns about governance, funding or strategic direction, directors should consider whether such concerns are more appropriately addressed through official board processes rather than in resignation letters.
- Understand legal obligations: The OIA allows for certain exemptions, but these are not absolute. Public interest can override privacy and commercial considerations. Directors should seek advice if they have concerns about what might be disclosed.
- Board processes should support transparency: Boards should regularly review their policies on information management, ensuring alignment on what should be documented and how potential disclosure risks are managed.
Transparency is a fundamental principle of good governance, and for public sector directors, this means operating with the expectation that their decisions and statements may be subject to public review. This most recent example of media seeking copies of director resignation letters serves as a valuable reminder for all public entity boards to proactively manage information, ensuring they are prepared for potential disclosure. By taking a considered approach, directors can avoid surprises and uphold public trust.
*AI assisted