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TE KAUHANGANUI INC

CHAIR REPORT

Presented to Te Arataura

Executive Meeting

25 March 2011

GENERAL MEETING OF TE KAUHANGANUI – 27 FEBRUARY 2011

Rules: 3, 5.1, 9.3, 9.5, 10, 11, 12, 13, 14, 15.5.11(c), 17

Standing Orders: 18, 19, & 20

Resolutions: Refer Appendix A – Summary of General Meeting Resolutions

RULE 3 Objects

• The Objects of Te Kauhanganui underpin all references, application and discussion of the Rules

in this Report.

RULE 9.3 General Meetings of Te Kauhanganui & Resolutions

• Business transacted at the February General Meeting is reflected in Resolutions 1, 2 & 3 of

attached Summary (see Appendix A), which relates to items included in the February 2011

Chair Report Presentation. Please note that the Deputy Chair presided over meeting

procedures during presentation and discussion of this report.

Resolution 1 – Incurred Costs of the Chairperson

• Court proceedings concerning part of Resolution 1 (i.e. legal & postage costs of the Chairperson

of Te Kauhanganui, hereafter referred to as ‘the Chair’) are still in progress. This means that

the timeframe for implementing Resolution 1 in its entirety is indefinite, and the legal costs for

both parties (i.e. the Chair & Te Arataura) will significantly increase.

Resolutions 2a & 2b – Review

• The Internal Review of Governance is work in progress. As shown in Resolutions 2a & b, Te

Kauhanganui approved the budget, gave full authority to the Review Committee, and

reconfirmed a 7 Member Committee, with 3 Te Kauhanganui Observers.

RULE 17 Committees of Te Kauhanganui

• The Review Committee was established in accordance with Rule 17. Rule 17.3, states “except

when authority is specifically and expressly delegated” which is reflected in Resolution 2a.

• In accordance with the Terms of Reference (distributed in Feb meeting package), the Review

Committee engaged KPMG to conduct the Review. The Chair met with KPMG 24-Feb-11, 10-

Mar-11, and 16-Mar-11.

• On Thur 17-Mar-11, KPMG met with Senior Management to prepare an appropriate timetable

for the Review, and presented the Terms of Engagement to the CEO for sign-off. Importantly,

PWC is also conducting the annual audit of accounts at the same time. Senior Management is

busy with this audit, which has delayed commencement of the Review.

• KPMG sent the first ‘Information Request’ to the CEO on Tue 22-Mar-11. The CEO is reluctant

to sign the Terms, or progress the information request from KPMG, without consent from Te

Arataura at their Executive meeting on Fri 25-Mar-11.

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• Initially, the Chair signed the Terms of Engagement on behalf of the Review Committee. In

relation to payment, and as expressed by the Executive Chair at the Special General Meeting

held 20-Mar-11, the Chair does not have the power to sign-off a financial agreement.

• In this context, KPMG has prepared another copy of the Terms of Engagement (sent to CEO 24-

Mar-11) for sign-off by the Executive Chair and the CEO. This will provide the all-important

assurance to KPMG that their costs for undertaking the Review Assignment, will be paid. Te

Arataura has assured Te Kauhanganui of their commitment to this Review, so the Chair does

not anticipate problems with payment.

• A Review Committee meeting is scheduled for week ending 03-Apr-11. The day, time and

venue for this meeting are yet to be confirmed, but likely to be in the late afternoon/evening

due to the work commitments of Committee Members. KPMG will be attending this meeting to

present the scope of the Review (according to the Terms of Reference), including progress to-

date, if any.

RULE 9.5 Recording of Meeting Proceedings & Minutes

• Te Arataura has provided no rationale for the return to word-verbatim minutes, which led to

complaints of accuracy at the February meeting, in particular, ‘te whakatakoto a te reo’. In

early 2007, Te Kauhanganui resolved to receive a Summary of Resolutions and key discussion

points only. Te Arataura is asked to ensure that Management upholds this decision, unless Te

Kauhanganui formally resolves otherwise.

• Te Arataura is also asked to review the time within which the minutes of meetings should be

made available. At the very least, a summary of resolutions needs to be available to the Chair

and Te Arataura in the week following each meeting. This allows for efficient implementation

of all decisions made by Te Kauhanganui.

• As requested by Members, the Minutes must be sent to the Chair for checking prior to

distribution.

• It is suggested that a governance policy be developed to provide administrative guidelines for

all meetings of Te Kauhanganui.

RULE 10 Notice, Agenda, and Receipt of Meeting Information

• Written notice must be received by all Members no less than 21 clear days before each

meeting. This is not happening.

• In addition, Members are currently receiving all the information required to prepare for each

meeting, less than 5 days prior. Some Members are also claiming non-receipt. This is unfair to

the Members and to their Marae.

• With the exception of Rules 7.2(d), 8.2(c) & 9.3, the business of the House is pre-determined

for all meetings of Te Kauhanganui by way of an agenda. Due to the increasing extent of

business to be transacted at each meeting, the Chair and Te Arataura (i.e. Executive Chair)

must be more strategic in our preparation of the agenda.

RULE 5.1 Election of Members & Responsibility of Members to their Marae

• Marae have shared major concerns regarding the lack of information going back to them.

Members are also concerned about the untimely receipt of information. Conclusively,

administrative procedures in governance must be reviewed (see Rule 9.5 above).

• All Members are elected by, and directly responsible to, their respective Marae. For this reason,

Members must receive information at least 3 weeks before each meeting, so they can report

the information and consult with their Marae on pending decisions to be made by Te

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Kauhanganui. This is essential to ensuring that Members are in fact, acting in the best interests

of their Marae at each meeting of Te Kauhanganui.

• In this context, Te Arataura is asked to attach high priority to distributing all information

required for each meeting1, with the Notice of Meeting (i.e. no less than 21 clear days prior).

This requires the Chair, Te Arataura and Senior Management to ensure their reports are

submitted to the Secretariat in a timely manner (i.e. no less than 2 days prior to due date for

distribution).

RULE 11 Quorum

• A reminder that “the number of Elected Members present in person who together hold at

least 50% of the Total Marae Votes shall constitute a quorum for any Meeting of Te

Kauhanganui.”2

• Status quo on checking quorum requirements before commencement of each meeting is

optimal. A quorum check during a meeting, i.e. in the event that Te Kauhanganui resolves to

extend the duration of a meeting, is messy.

• It is suggested that a governance policy be developed to provide procedural guidelines to

ensure efficient checking of quorums, and other particular procedures in alignment with the

Standing Orders (e.g. registering and recording leaves of absence, etc.).

RULE 12 Voting

• Voting in Te Kauhanganui is inefficient and messy. The ‘Table’ should not be consuming time

counting votes, and the Chair is suggesting that the Office of Te Kauhanganui enlist neutral and

independent community workers (e.g. JPs) to scrutinise the voting of each decision. This

service is cost effective (i.e. koha) in comparison to staff members, who are expected to attend

weekend meetings.

• In addition, there is currently no policy that deals primarily with procedures related to

facilitating Secret Ballots. As a matter of convention, the Chair must be consulted and well-

informed of arrangements for all meetings of Te Kauhanganui, which includes Secret Ballots,

i.e. choice of scrutineers, process of facilitation, including the appropriate storing and disposal

of ballot papers.

RULE 13 Conduct of Meetings

• All meetings of Te Kauhanganui shall be conducted in accordance with the Standing Orders of

Te Kauhanganui.3

• The Standing Orders (i.e. the document) is outdated, with a host of grammatical and spelling

errors. For the Feb General Meeting, the Chair asked if the Standing Orders could be updated,

the errors corrected, and the draft distributed to Members for subsequent ratification. The

draft was distributed, but not updated or corrected. Te Arataura is asked to address this issue.

• Breaches to Rule 13, i.e. Standing Orders, are increasing. The Chair has received several

complaints regarding the unacceptable conduct of specific Members. Letters will be furnished

to those Members prior to the May General Meeting.

• The Chair also notes on record, breaches to Rule 13 via the following Orders, by various

Executive Members, which includes the Executive Chair & Deputy Chair:

1 Contents of Meeting Package – Notice of Meeting, Minutes, Chair Report, Executive Report, Senior Management

Reports, and other Information/Reports relevant to General Business Items listed on the Agenda. 2 Rule 11.1 (p.11). 3 Rule 13 (p.11).

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o Order 19.5 – Members called to order by the Chairperson shall resume their seats and/or

stop speaking, as the case may be. Should any member refuse to obey, such member may

be directed to withdraw from the meeting. Upon such direction, any such member shall

withdraw and shall not be permitted to return during the meeting, or any period thereof of

that meeting that the Chairperson may determine.

o Order 19.7 – In addition, no matter shall impute improper motives, or make offensive

remarks about the private affairs of any other member.

o Order 19.9 – Any member making a disturbance or creating disorder whilst any other

member is speaking, or at any other time during a meeting, and who refuses when called

upon by the Chairperson to desist, may by resolution of the meeting be held guilty of

contempt.

o Order 19.11 – Every member guilty of contempt by reason of any Standing Order or

breach thereof, shall be censured by the Chairperson, who may also order the member or

members to leave the meeting. Every such censure, contempt and removal shall be

recorded in the minutes.

• Whilst the Chair is expected to maintain order during all meetings of Te Kauhanganui, the

Standing Orders remind us that such a responsibility lies with all Members, especially the

Officers of Te Kauhanganui and Executive Members, who are elected to Office on the basis of

their leadership.

• In relation to Order 19.7, the Executive Chair has created a precedent. Reference to the “price

of Office” and the Executive’s promotion of, and support for, investigating the private affairs of

Members, as well as the affairs of Marae, has prompted widespread reaction among the Iwi.

• From mid to late February, and again at the beginning of March, the Chair received

incriminating information pertaining to the personal and professional activities of several

Executive Members (and their families), the Executive Chair, a Senior Management Employee,

and other Members in the House.

• Information regarding the financial affairs of various Marae has also been brought to the

attention of the Chair. It is not clear whether any of the information is accurate, but based on

precedence, the Chair has been advised to seek guidance from Te Kauhanganui in the first

instance, then lodge the factual information with the Police. Subject to further enquiry.

RULE 14 Code of Conduct for Members of Te Kauhanganui

• All elected members shall be bound by the code of conduct for members of Te Kauhanganui,

which is articulated in the ‘Rules of the House’ (refer 1-page document distributed 20.03.11).

• As highlighted above, the conduct of various Members (including executive Members) at all

meetings since January, is unacceptable. Te Arataura is asked to consider the enlistment of low

profile security services to ensure the emotional, spiritual and physical safety of Members.

Personal attacks in the House are becoming common practice, and should the Chair rule

removal of a Member pursuant to Order 19.5, or the meeting holds a Member guilty of

contempt pursuant to Orders 19.9 & 19.11, security is available to assist.

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SPECIAL GENERAL MEETING OF TE KAUHANGANUI – 20 MARCH 2011

Resolutions: Refer Appendix B – Summary of Meeting Resolutions

Wording of Resolutions

• All reports, excluding Management reports (which are pre-approved) must contain separate

resolutions for decisions that require approval. The February 2011 Chair Report included

Resolutions 1, 2a & 2b, which sought approval for 2 different matters. These were endorsed at

the February General Meeting. The report in its entirety was subsequently approved by way of

resolution at the March meeting.

• This practice will prevent the use of ambiguous terms like “receive” because Members agree

with only parts of a report, but refuse to approve other parts. For example, the Executive

Chair’s Report(s) for Nov-10 & Feb-11 was “received” but it’s difficult to determine what this

means.

• Conclusively, use of the term ‘receive’ can be interpreted as Members having heard or perused

a report, but further discussion is required, OR the report has simply been received, but no

decisions as to its content are required. Either way, all Resolutions need to be more clear,

concise and comprehensive.

Resolutions 3a & 3b – Taamaki Claims

• Resolution 3a receives the report, but Resolution 3b fully endorses the recommendation,

which was the purpose of the report. In effect, the report was endorsed.

• As resolved by Te Kauhanganui in accordance with the recommendation (i.e. Resolution 3b),

the Chair has advised the Minister of Treaty Settlements that Te Kauhanganui supports the iwi

claims of Ngaitai ki Taamaki, Ngaati Tamaoho, Te Aki Tai, and Ngaati Te Ata.

Resolution 4 – West Coast Harbour Claims

• West Coast Harbour Marae in Te Kauhanganui, and their Hapuu, reported good progress

concerning their claims.

Resolution 5a & 5b – Rangimaarie Te Horanganui

• Resolution 5a receives the report, but Resolution 5b fully endorses the recommendation,

which was the purpose of the report. In effect, the report was endorsed.

• As resolved by Te Kauhanganui, a working party between Te Kauhanganui (i.e. Te Arataura)

and Rangimaarie Te Horanganui is poised to develop a full proposal by the May General

Meeting. The assumption is that court proceedings to remove Rangimaarie Te Horanganui

from the Collins Rd Properties will cease. If Te Kauhanganui does not endorse the final

proposal, then Rangimaarie Te Horanganui will walk off the properties peacefully, and the

need for legal action is unnecessary.