25 May 2016
Memo to: Mayor
and Councillors
Memo from: Administration
Advisers
Subject: Governance Committee–
26 May 2016 – LATE ITEM
9. Late
Item: Civic Assurance Directors' Remuneration and Reappointments 3 - 12
Document 5973
A report
titled Civic Assurance Directors' Remuneration and Reappointments is attached
and to be considered as a major late item at this meeting.
Section
46A(1)-(6) of the Local Government Official Information and Meetings Act 1987
and Standing Order 2.15.8 require that agendas are distributed with the
associated reports. As this report was not distributed with the agenda
for this meeting, it must be treated as a major late item to be considered at
this meeting.
In accordance
with section 46A(7) of the Local Government Official Information and Meetings
Act 1987 and Standing Order 3.7.5, a procedural resolution is required before a
major item that is not on the agenda for the meeting may be dealt with.
In accordance
with section 46A(7)(b)(i) the reason why the item was not on the agenda is
because it came to hand after the agenda had been distributed.
In accordance
with section 46A(7)(b)(ii) the reason why discussion of this item cannot be
delayed until a subsequent meeting is because a resolution on the matter is
required before the next scheduled meeting of the Governance Committee to
enable a timely decision to be made.
Recommendation
THAT
the item regarding Civic Assurance Directors' Remuneration and Reappointments
be considered at this meeting as a major item not on the agenda, pursuant to
Section 46A(7)(a) of the Local Government Official Information and Meetings Act
1987, to enable a timely decision to be made.
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Governance Committee
26 May 2016
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REPORT R5973
Civic
Assurance Directors' Remuneration and Reappointments
1. Purpose
of Report
1.1 To determine how Council should vote on the matter of
an increase in Directors' Fees at the Civic Assurance Annual General Meeting
(AGM) to be held on 17 June 2016.
1.2 To determine how Council should vote on the matter of
the reappointment of Mark Butcher and Tony Marryatt at the AGM.
2. Delegations
2.1 The
Governance Committee is responsible for all matters relating to Council
Controlled Organisations and Council Controlled Trading Organisations,
including appointment of directors and directors’ fees.
3. Recommendation
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THAT the report Civic Assurance
Directors' Remuneration and Reappointments (R5973) and its attachment (A1554033) be received.
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Recommendation
to Council
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THAT in the
matter of remuneration of directors of the New Zealand Local Government
Insurance Corporation Ltd that Nelson City Council submit a proxy vote
against the proposal to increase fees by 15%;
AND THAT
in the matter of reappointment of Directors Messrs MA Butcher and AJ Marryatt
that Nelson City Council submit a proxy vote abstaining.
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4. Background
4.1 Council
is a shareholder of Civic Assurance, the New Zealand Local Government Insurance
Corporation Limited.
4.2 Council
received notification of the Civic Assurance AGM and a copy of the agenda on 18
May 2016.
4.3 There
are a number of issues on the agenda for the Civic Assurance AGM. The
only two that officers are seeking guidance from Council on are the proposed
increase in directors' fees and the reappointment of directors.
5. Discussion
Directors’
fees
5.1 The
Board recommends to shareholders for approval a total amount of $177,893pa for
directors’ fees effective from 1 July 2016. The proposed increase
would raise directors’ fees by 15% from the current level of $154,688.
5.2 Although
it is noted that there was no increase in fees the previous year and that
currently the fees are below the lower quartile when benchmarked against all
organisations, officer advice is that a 15% increase seems too high for a Board
operating within the public sector in a low inflation environment. For this
reason it is advised that Council vote against this resolution.
Directors’
reappointment
5.3 Two
directors, Mark Butcher and Tony Marryatt are due for rotation at the 17 June
2016 AGM and have made themselves available to restand.
5.4 Civic
Assurance has put the directors’ reappointment as one resolution rather
than allowing shareholders to vote in favour or against for each
director. This is contrary to best practice and for this reason officers
recommend abstaining from voting and separately conveying Council’s
concerns about the practice.
6. Options
6.1 Accept
or reject the recommendations.
7. Alignment
with relevant Council policy
7.1 This
recommendation is not inconsistent with any previous Council decisions.
8. Assessment
of Significance against the Council’s Significance and Engagement Policy
8.1 This
is not a significant decision under the Council's Significance and Engagement
Policy.
9. Consultation
9.1 No
consultation has been undertaken in preparation of this report.
10. Inclusion
of Māori in the decision making process
10.1 No
consultation has been undertaken with Maori in preparing this report.
Nikki
Harrison
Group
Manager Corporate Services
Attachments
Attachment 1: A1554033
- Civic Assurance - notice of meeting - voting form
