The PGNZ is an incorporated society registered under the Incorporated Societies Act 1908. We must re-register under the Incorporated Societies Act 2022 by April 5, 2026 to continue to exist.
Our Guild Board (the board) saw the legislation change as an opportunity to review the constitution and consider broader strategic changes to the governance of PGNZ.
The board’s desire to review its governance structure and practices was further influenced by the sector challenges PGNZ and the wider community pharmacy sector are likely to face over the next five years.
These include the sector’s workforce pressures, change of government policy and legislative or regulatory settings, and Integrated Community Pharmacy Services Agreement (ICPSA) developments.
The board considers it critical to ensure the governance of PGNZ’s, and in particular, its board composition and structure, is fit for purpose, aligns with best practice and helps achieve good governance in the long-term.
Member consultation
The board met with our legal advisors and worked through possible strategic changes to the constitution, which led to recommended changes to the board composition and structure to ensure it is fit for purpose and delivers best practice governance.
We consulted with members on these changes via webinars in August 2024, December 2024, March 2025, and April 2025, and roadshows in November 2024. We also developed a document, including frequently asked questions, on the proposed changes in April 2025, and shared a proposed new constitution and explanatory document in May 2025.
Constitution changes
The new constitution will see several changes to the makeup of our board over the next two years, with the move to a fully appointed board.
When board vacancies occur, appropriately skilled members and other experts put themselves forward for consideration, an appointments panel will interview and assess them, and then recommend the most qualified candidate with the right skills for each vacancy.
These board member recommendations will be sent to the entire membership to be voted on at each AGM. Importantly, at least half the board is required to be made up of current PGNZ members, ensuring strong member representation remains. All candidates will be considered against a ‘board needs framework’ or ‘skills and competencies framework’.
The framework
The framework sets out desirable skills and experience such as in governance, financial acumen, leadership, marketing, sector specific experience, member representation, and government relationships, among others. The intention is for these skills and experience to be present in the board as a collective.
This framework will be revisited every year before starting the appointments process, with existing board members assessing themselves and each other against the framework.
This will help identify any gaps in skills or experience on the board at the time, and guide recruitment and appointment of new board members. This will help ensure the right mix of expertise, skills, and experience on the board, and enable greater diversity of thought and background around the table.
Reduced board size
The board will comprise seven members, with the power to co-opt two additional members if needed. An odd number of board members prevents voting ties. Having fewer board members is likely to reduce governance costs. Co-opting can be used to address unexpected short-term vacancies or skills and knowledge gaps on the board.
Increase board tenure
Board tenure will increase to a maximum of three consecutive terms of three years each, with a provision for a total of 15 nonconsecutive years on the board. The expiry of board terms will be staggered.
This will support effective ongoing stability in PGNZ’s governance arrangements, providing greater continuity and strategic oversight. A three-year term is a common board tenure among other incorporated societies.
Our purpose
PGNZ’s purpose was updated to promote flexibility and support current and future sector and membership needs and challenges.
The updated purpose of PGNZ is to support and advance the business and professional needs of community pharmacy, including to promote, protect, and improve the collective interests of members, and of their businesses and profession; to help members improve the efficiency of their businesses; to provide sector leadership and advocacy on issues affecting members; and to act for members in negotiations with funding agencies.
Other changes
We also made minimum compliance changes as required under the Incorporated Societies Act 2022, along with amendments recommended by our lawyers as best practice and to ensure clarity. The new constitution will take effect once PGNZ is reregistered as an incorporated society.
Members can view the new Constitution on our website, www.pgnz.org.nz
