Open Minutes
Commencing: Wednesday 14 December 2022, 9.30 am
Venue: Bay of Plenty Regional Council Chambers, 1 Elizabeth Street, Tauranga
Chairperson: Chairman Doug Leeder
Deputy Chairperson: Deputy Chairperson Jane Nees
Members: Cr Malcolm Campbell
Cr Stuart Crosby
Cr Toi Kai Rākau Iti
Cr Matemoana McDonald
Cr Kat Macmillan
Cr Ron Scott
Cr Ken Shirley
Cr Paula Thompson
Cr Andrew von Dadelszen
Cr Te Taru White
Cr Kevin Winters
In Attendance: Fiona McTavish – Chief Executive, Mat Taylor – General Manager Corporate, Namouta Poutasi – General Manager Strategy & Science, Reuben Fraser – General Manager Regulatory Services, Chris Ingle – General Manager Integrated Catchments; Kataraina O’Brien – General Manager Strategic Engagement (via Zoom) Karen Aspey - Director, People & Leadership, Kumaren Perumal – Chief Financial Officer; Gillian Payne – Principal Advisor; Graeme Howard – Corporate Planning Lead, Mereana Toroa – Finance Support Team Lead, Olive McVicker – Corporate Performance Team Lead; Tone Nerdrum Smith – Committee Advisor
Sir Rob McLeod - Chair, Lyndon Settle – Chief Executive and Brendon Barnes – Chief Investment Officer (all Quayside Holdings Ltd)
Apologies: Cr Lyall Thurston
Chairman Leeder reminded those present that this meeting was being livestreamed and recorded and that the recording would be made available on the Bay of Plenty Regional Council website following the meeting.
Regional Council Meeting Recording - Part 1
Regional Council Meeting Recording - Part 2
1. Opening Karakia
A karakia was provided by Cr Te Taru White.
2. Apologies
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That the Regional Council: 1 Accepts the apology from Cr Lyall Thurston tendered at the meeting. CARRIED |
3. Public Forum
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Withdrawn: Gordon Dickson – Rates Payment and Environment / Conservation Matters |
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Mr Dickson was unable to attend and would instead be rescheduled to speak at a future meeting. |
4. Declaration of Conflicts of Interest
Cr Stuart Crosby declared a conflict of interest in items 9.4 Quayside Holdings - Proposed Directors Remuneration and Amendments to the Constitution; 9.5 Presentation: Quayside Quarterly Update and 9.8 Quayside Holdings Limited - Statement of Expectations 2023/24 as a Quayside Board Director.
Cr Te Taru White declared a conflict of interest in items 9.4 Quayside Holdings - Proposed Directors Remuneration and Amendments to the Constitution; 9.5 Presentation: Quayside Quarterly Update and 9.8 Quayside Holdings Limited - Statement of Expectations 2023/24 as a Quayside Board Director.
5. Public Excluded Business to be Transferred into the Open
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That the Regional Council: 1 Transfers into the Open the resolutions for agenda item 9.4: Quayside Holdings - Proposed Directors Remuneration and Amendments to the Constitution (for resolutions, refer item 7.4 of the minutes). CARRIED
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6. Minutes
Minutes to be Confirmed
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Regional Council Minutes - 24 November 2022 |
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That the Regional Council: 1 Confirms the Regional Council Minutes - 24 November 2022 as a true and correct record. CARRIED |
7. Reports
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Chairperson's Report Key Points - Members: · Sought opportunities for Councillors to provide input and feedback into the Regional Sector work priorities for the new triennium on matters where Council was asked to assume a position · Noted that there had been no change in position from previous information circulated to Councillors. Key Points – Chief Executive: · A draft response from partners had been prepared to Hon Minister David Parker advising that an introduction of a targeted rate would be considered by Rotorua Lakes Council as part of its 2023-24 Annual Plan process. |
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· LGNZ Regional Sector meeting papers to be circulated to Councillors prior to the meetings. |
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That the Regional Council: 1 Receives the report, Chairperson's Report. CARRIED |
Decisions Required
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Acting Chief Executive |
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That the Regional Council: 1 Receives the report, Acting Chief Executive. 2 Appoints Chris Ingle, General Manager Integrated Catchments, as Acting Chief Executive for the period 19 December 2022 to 18 January 2023 (inclusive), during a period of leave for the Chief Executive. CARRIED |
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WITHDRAWN Bay of Plenty Regional Council Toi Moana Code of Conduct This item was withdrawn and would be presented to a future meeting of Council. |
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Quayside Holdings - Proposed Directors Remuneration and Amendments to the Constitution Presented by: Sir Rob McLeod - Chair, Lyndon Settle – Chief Executive and Brendon Barnes – Chief Investment Officer (all Quayside Holdings Ltd). Cr Crosby and Cr White declared an interest in this item and withdrew to the back of Chambers. |
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1 Excludes the public from the following parts of the proceedings of this meeting as set out below: The general subject of each matter to be considered while the public is excluded, the reason for passing this resolution in relation to each matter, and the specific grounds under section 48(1) of the Local Government Official Information and Meetings Act 1987 for the passing of this resolution are as follows:
2 That Sir Rob McLeod - Chair, Lyndon Settle – Chief Executive and Brendon Barnes – Chief Investment Officer (all Quayside Holdings Ltd) be permitted to stay in the public excluded section of the meeting due to their knowledge of the matter under discussion, being the report: Quayside Holdings - Proposed Directors Remuneration and Amendments to the Constitution. CARRIED |
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Public Section (Continued) Resolutions transferred from the Public Excluded section: |
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That the Regional Council: 1 Receives the report, Quayside Holdings - Proposed Directors Remuneration and amendments to the Constitution. 2 Approves the aggregate remuneration pool for Quayside Holdings Limited’s directors for 2022/23 at $475,000 (plus GST if any), being an increase from $380,209 based on six paid directors, including remuneration paid by Quayside Holdings Limited’s subsidiaries – Quayside Securities Limited and Quayside Properties Limited; 3 Approves increasing Quayside Holdings Limited’s directors’ Fees for 2022/23, including remuneration paid by Quayside Holdings Limited’s subsidiaries – Quayside Securities Limited and Quayside Properties Limited, to: (a) Chair $130,000; (b) Chair of Audit Committee $75,000; (c) Chair of People, Culture and Safety Committee $75,000; (d) Three directors at $65,000 per director; (e) Council Chief Executive $0. Winters/Iti CARRIED That the Regional Council: 4 Approves that the Quayside Constitution is amended to require a minimum of seven directors, at least four of which must be independent directors. Thompson/Nees CARRIED That the Regional Council: 5 Approves that the Quayside Constitution is amended to require the Chairperson to be an independent director. Thompson/Macmillan Division A division was called:
Absent (due to apology): Cr Thurston The motion was carried 6 Delegates authority to the Chief Executive to sign the Quayside Holdings Limited shareholder resolutions and any ancillary documentation required to give effect to such resolutions. Leeder/Thompson CARRIED 7 Transfers resolutions 1 – 6 into the Open at the conclusion of the meeting. CARRIED |
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Presentation: Quayside Holdings Ltd Quarterly Update Presentation by Quayside - Council 14 December 2022 pdf: Objective ID A4271799 |
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Presented by: Sir Rob McLeod - Chair, Lyndon Settle – Chief Executive, Mel Manley - Corporate Services Manager and Brendan Chief Investment Officer (all Quayside Holdings Ltd), supported by Mat Taylor – General Manager Corporate. Key Points: · Generally pleased with how the portfolio had performed in a challenging market · Investment in PF Olsen Ltd had benefitted the Rotorua district, both through job growth and regional economic growth in the forestry sector · Noted the commercial and environmental risks relating to Rangiuru, however as a strategic development it was significant for the region and several enquiries were being made regarding future investments/tenancies · Quayside was liaising with neighbours to the Rangiuru Business Park to ensure best practice was applied from a sustainability and environmental protection perspective · The approach at this stage with regards to mana whenua relationships with the Port was kanohi ki te kanohi to create understanding and identify mutually beneficial co-operation opportunities · Quayside spent significant time on risk assessment and future proofing of its investments and was well prepared for the current challenges.
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11.18 am – The meeting adjourned
11.45 am – The meeting reconvened.
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Financial and Non-Financial Performance Report - Arotake Report: Quarter One Performance Presented by: Kumaren Perumal – Chief Financial Officer, Mereana Toroa – Finance Support Team Lead and Olive McVicker – Corporate Performance Team Lead, supported by Kataraina O’Brien – General Manager Strategic Engagement (via Zoom). Key Points: · The report covered performance for the first quarter of 2022-23, as well as forecasting for the remainder of the financial year · Noted the successful uptake of the Environmental Enhancement Fund (EEF) with requests received for $240k of the $300k budget; the commencement of the Lake Rotorua restoration; and the adoption of the Regional Transport Plan · Ngā Tohutohu Reference Group consisted of Māori technical experts across the region · Noted the lower than forecasted opex deficit, with the main operation expenditure variances being in passenger transport and policy and planning · Revenue was higher than forecasted, which was mainly due to timings of insurance payments. |
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· A list of the scheduled State of the Environment reports for the 2022/23 year to be made available to the Councillors. |
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That the Regional Council: 1 Receives the report, Financial and Non-Financial Performance Report - Arotake Report: Quarter One Performance; 2 Confirms the public be excluded on the grounds set out in the Local Government Official Information and Meetings Act 1987 from consideration of the following report attachments: (a) Confidential Bancorp Report 30 September 2022 under Section 48(1)(a)(i) Section 7 (2)(b)(ii) as withholding the information is necessary to protect information where the making available of the information would be likely to unreasonably prejudice the commercial position of the person who supplied or who is the subject of the information and that this attachment remain in Public Excluded. (b) Confidential Toi Moana Trust Report as at 30 September 2022 under Section 48(1)(a)(i) Section 7 (2)(b)(ii) as withholding the information is necessary to protect information where the making available of the information would be likely to unreasonably prejudice the commercial position of the person who supplied or who is the subject of the information and that this attachment remain in Public Excluded. CARRIED |
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Review of Policy for the Appointment and Remuneration of Directors to the Boards of Council Subsidiaries Presented by: Mat Taylor – General Manager Corporate, Gillian Payne – Principal Advisor and Fiona McTavish – Chief Executive. Key Points/In Response to Questions: · The review was a joint effort between Council and Quayside Holdings Ltd · The Policy set the framework for reviewing the effectiveness of boards on a regular basis · The Policy did not relate to Quayside Director appointments only, rather all current and future CCO appointments and aimed to create a review framework for a Board’s efficiency · The draft Policy specified that a Councillor could not be a Director on both Quayside and the Port of Tauranga · The Statement of Expectation and Statement of Intent process provided the opportunity for prescriptive reporting, e.g. regarding core competencies of Board candidates (Section 2.4) rather than this being set out in detail in the overarching Policy · Section 2.9.4 of the draft Policy specified that the nomination panel must seek Council’s view on whether Te Ao Māori skills were a requirement for each position, which differed from the wording of Section 57 of the Local Government Act (LGA) · The inclusion of the words ‘Te Ao Māori’ in Section 2.9.4 aligned with the terminology used in Council’s Impact Statement for its engagement with Māori, but reference to Section 57 of the LGA could be added for further clarity · Council’s impact statement regarding Māori engagement referenced Te Ao Māori, which was why it had been included in Section 2.9.4 · Section 4.4 Councillor-director selection process [Port of Tauranga and its subsidiaries]: Although Council made the nomination, Quayside Holdings had the ultimate decision making power on Quayside Board appointments, which could potentially create a difficult situation if the nomination was rejected. However, the time period between submitting the Council nomination and the Quayside Board meeting would allow for feedback regarding any discrepancies. Key Points - Members: · ‘Te Ao Māori’ as set out in the Policy was a far more holistic concept than ‘Tikanga Māori’ and considered any reference made in the Policy should accordingly be to ‘Te Ao Māori’ · Section 4.2 should be amended to ensure there was at all times one Councillor Director included on the Port of Tauranga Board, rather than the current status of it potentially being two Independent Quayside Directors · Considered that the Māori Engagement Statement stood independently and that it was not necessary to further reference it in Section 2.9.4 · The current convention was to appoint the Council Chairperson to the Port of Tauranga Board, which was the rationale behind the limitation that the Chairperson could not hold dual positions as a Director of the Port Board and Quayside Board (Section 2.6). However, there might be instances where, if the Chairperson changed to a Councillor already appointed as a Quayside Holdings Director, remaining at Quayside might be more valuable and it would be better to then appoint another Councillor instead to the Port Board . This would be prevented through the current limitations in Section 2.6. |
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That the Regional Council: 1 Receives the report, Review of Policy for the Appointment and Remuneration of Directors to the Boards of Council Subsidiaries. 2 Adopts the updated policy titled “Appointment and Remuneration Policy for Directors of Council Organisations” subject to amendments (as set out below) made through this meeting, noting that it replaces the previous policy titled “Policy for the Appointment and Remuneration of Directors to the Boards of Council Subsidiaries (2014)”: · S2.6 – Limitations on eligibility for some Boards: Delete Section 2.6 that the BOPRC Chairperson is not eligible to be a Director of Quayside Holdings Ltd and replace with ‘Any Councillor that is a Director of Port of Tauranga is not eligible to be a Director of Quayside Holdings Ltd’; · S2.9.4 – Identifying skills, knowledge and experience: Add LGA S57 – Appointment of Directors text in its entirety ; · S2.10.4 – Annual Performance Review: Amend to: ‘..and will be reported to the Chair of Council who will share the results with Council’; · S4.2 – Composition of the Board [Port of Tauranga and its subsidiaries]: Remove wording ‘..or no more than two Quayside Holdings Directors..’. 3 Delegates to the General Manager, Corporate the power to make editorial changes to the Appointment and Remuneration Policy for Directors of Council Organisations, to reflect the direction provided in this meeting.
4 Delegates to the Chief Executive the authority to nominate for appointment, and vote on a resolution to appoint, a director of a partially owned council organisation to which Part 3 of the Council’s “Appointment and Remuneration Policy for Directors of Council Organisations” (or any substituted policy) (“Appointment Policy”) applies, except that this delegation shall not apply where Council has effective control of the Council Organisation. CARRIED |
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Quayside Holdings Limited - Statement of Expectations 2023/24 Presented by: Mat Taylor – General Manager Corporate, Gillian Payne – Principal Advisor and Fiona McTavish – Chief Executive. Cr Crosby and Cr White declared an interest in this item and abstained from discussion and voting. Key Points: · Staff would work with Quayside regarding the strategic value of the Tauriko landholding and report back to Council with its findings · Council calculated its rates partly based on a 5% return on the Toi Moana Fund, which meant if the return was less than stipulated, Council would be required to look for other sources of income · Any returns above 5% would be held for use by Council only at the end of the Toi Moana term of investment · Council had a total of $70m invested in the Toi Moana Fund for a period of 5-7 years · Noted that wording regarding climate change in the Statement of Expectations (SOE) was driven by Council’s Climate Change Impact Statement Key Points - Members: · It would not be appropriate for Quayside to get involved in the day-to-day management of the Port of Tauranga · Expressed concern regarding the prescriptive nature of the Overall Themes section, e.g. for climate change · Council’s Climate Emergency declaration should be front and centre of Council’s decision making · The potential to use woodchip for biofuel supported the decision of Quayside to invest in PF Olsen (as noted during the Quayside presentation) · Rangiuru’s current status as a strategic landholding might not be appropriate for the future and Council should have the opportunity to relinquish the land to the market, if it so chose · Wāhi tapu sites on the Rangiuru site meant that any disposal consideration would include discussions with mana whenua · If the SOE became too directive, Quayside could potentially prioritise some areas of societal wellbeing, e.g. climate change, over others which could have a detrimental impact overall |
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That the Regional Council: 1 Receives the report, Quayside Holdings Limited - Statement of Expectations 2023/24. 2 Approves the Quayside Holdings Limited Statement of Expectations and notes that this will be sent to Quayside Holdings Limited to support the preparation of their draft Statement of Intent 2023/24 with the following comments: Overall themes: · Change second paragraph to read “.. Council wants to place emphasis on working with its partners, stakeholders and communities to identify opportunities…”; · Council was interested in getting a report back from Quayside on its climate disclosure related reporting; · Sought Quayside’s benchmarking on LGFA benchmark reporting and Environmental, Social and Governance (ESG) reporting; Port of Tauranga: · Council’s expectation is that Quayside does not get involved in day to day activities of the Port of Tauranga; Strategic Land holdings · Quayside would report back to Council the discussions and findings on the strategic status of the Tauriko landholding. CARRIED |
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Delegations Manual Presented by: Mat Taylor – General Manager Corporate, Jessica Easton – Manager Legal and Commercial and Monique Brooks – Legal Counsel. Key Points: · Unlike previous iterations, the updated manual now included financial delegations · The Chief Executive could delegate responsibilities under the Resource Management Act (RMA) to other authorities, e.g. as was done for lake monitoring that was delegated to Rotorua Lakes Council · Staff with delegated authority were required to give regard to the significance of any decisions being made, including potential relationship implications, and act and report accordingly · Financial delegation would only be implemented when the expenditure was accommodated and allowed for in the current Annual Plan/Long Term Plan. |
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That the Regional Council: 1 Receives the report, Delegations Manual. 2 Revokes all existing delegations made by Council to the Chief Executive and council officers directly, except to the extent that any of those are not included in the Chief Executive’s Delegations Manual. 3 Delegates to the Chief Executive as set out in attachment 1. 4 Approves the Chief Executive’s sub-delegations contained in the Chief Executive’s Delegations Manual. 5 Delegates the powers contained in the Chief Executive’s Delegations Manual that are unable to be sub-delegated to the Chief Executive directly to the proposed delegates, being the specified powers in the Maritime Transport Act 1994, Resource Management Act 1991, Local Government (Rating) Act 2002 and Rating Valuations Act 1998. 6 Authorises the Chief Executive to approve updates to the Chief Executive’s Delegations Manual. 7 Delegates to the General Manager, Regulatory Services: (a) The power to appoint enforcement officers under section 38 of the Resource Management Act 1991. (b) The power to issue warrants to enforcement officers. This delegation is made pursuant to clause 32B of Schedule 7 of the Local Government Act 2002 and for avoidance of doubt is made having considered the matters under clause 32B(2) of Schedule 7 of the Local Government Act 2002. (c) The authority to determine to take enforcement action and/or prosecute a person for committing an offence Council is empowered to enforce (including Bylaws). 8 Approves the Financial Delegations as set out in attachment 2, which includes: (a) the power to commit Council to expenditure and approve all related documentation up to $500,000, and (b) the power to enter into loans, investments and financial hedges up to $40 million in accordance with the Long Term Plan. CARRIED |
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Regional Safety Rescue Service – Surf Lifesaving New Zealand Funding Agreement Presented by: Reuben Fraser – General Manager Regulatory Services and Graeme Howard – Corporate Planning Lead. Key Points: · The proposed funding did not represent a duplication of what was currently being funded by the Coast Guard service. |
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That the Regional Council: 1 Receives the report, Regional Safety Rescue Service – Surf Lifesaving New Zealand Funding Agreement. 2 Notes the funding for 2022/23 and 2023/24 is included in the Long Term Plan 2021-2031 and that funding was allocated though a process managed by the Civil Defence Emergency Management Group Joint Committee following a request by Regional Council. 3 Delegates to the Chief Executive Chief Executive authority to sign and approve all appropriate contract documentation for the Regional Safety and Rescue Service funding agreement with Surf Lifesaving NZ for the 2022/23 and 2023/24 financial years. CARRIED |
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WITHDRAWN Project Future Proof Update – Whakatāne River Noted that this item had been withdrawn and would be deferred to a future meeting. |
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Resolution to exclude the public 1 Excludes the public from the following parts of the proceedings of this meeting as set out below: The general subject of each matter to be considered while the public is excluded, the reason for passing this resolution in relation to each matter, and the specific grounds under section 48(1) of the Local Government Official Information and Meetings Act 1987 for the passing of this resolution are as follows:
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9. Closing Karakia
A karakia was provided by Cr Te Taru White.
1.36 pm – the meeting closed.
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Chairperson, Regional Council