3 Nov 2025
Taking on a governance role can be a great opportunity for engineers to give back and influence positive change in the community. But there are some key legal considerations to keep in mind, whether the role is on a school or sports club board, or something more significant.
A key issue you might come across in any governance role is conflicts of interest. Any board you join should have its own policy on conflicts of interest and it is important you familiarise yourself with this, in case a conflict arises.
Conflicts of interest may be actual, meaning you have interests that may conflict with the interests of the board you are serving on. Alternatively, they may be perceived, meaning a third party may reasonably believe you have a reason not to be impartial, even if no actual conflict exists. Both types of conflict should be treated with caution as even the perception of bias can undermine the integrity of the board.
You will need to constantly evaluate potential conflicts throughout the role. Perhaps you are a member of a board looking to engage an engineering firm for some work and your firm is one of the contenders. Similarly, the board may be applying for a government grant, and the engineering firm you work for is submitting a separate application for similar funding from the same agency. Typically, this information should be disclosed, and if appropriate, you may need to recuse yourself (step away) from the matter.
Appropriately recording any conflicts is also important as it can give the board its own record of how the matter was handled, if issues arise further down the line. Internal conflict policies and the board should help guide you on this.
Maintaining professional boundaries
You should also consider how you are keeping your role as a professional engineer and your governance role separate. Maintaining professional boundaries ensures as little risk as possible to you and to the organisation you are acting for.
While you might be inclined to put your engineering skills to use in your governance role, any engineering advice or services you provide in a governance role, even informally, can still raise the same duties of care and ethical responsibilities as you have in your engineering role. Additionally, your professional indemnity insurance might not cover you where you have performed engineering services or provided engineering advice as a part of your governance role. For that reason, providing engineering services or advice in a governance role has the potential to create significant personal liability.
Performing engineering services in your governance role can also in itself be a conflict of interest. As a member of the board, your advice may be, or at least be perceived to be, impacted. This could create further personal liability, as well as potential liability for the board itself. You should be cautious about giving any professional advice or services in your governance role – even if just an informal comment.
Taking on a governance role can be a rewarding and meaningful way for engineers to contribute to other causes or the community and keeping these considerations in mind will help to protect you from encountering legal difficulties.
The information in this article is not intended to be legal advice. For specific legal advice please consult a lawyer.
Kate Kerrigan is a legal advisor at Te Ao Rangahau.
This article was first published in the September 2025 issue of EG magazine.
