AGENDA

Ordinary meeting of the

Joint Shareholders Committee

Tuesday 20 November 2018
Commencing at 1.30p.m.
Council Chamber

Civic House

110 Trafalgar Street, Nelson

Membership: Her Worship the Mayor of Nelson Rachel Reese (Chairperson), His Worship the Mayor of Tasman Richard Kempthorne, Nelson City Councillors Ian Barker, Mel Courtney, Paul Matheson, Gaile Noonan, and Tim Skinner, Tasman District Councillors Stuart Bryant, Pete Canton, Tim King, David Ogilvie and Trevor Tuffnell

Quorum: 7

Guidelines for councillors attending the meeting, who are not members of the Committee, as set out in Standing Order 12.1:

· All councillors, whether or not they are members of the Committee, may attend Committee meetings

· At the discretion of the Chair, councillors who are not Committee members may speak, or ask questions about a matter.

· Only Committee members may vote on any matter before the Committee

It is good practice for both Committee members and non-Committee members to declare any interests in items on the agenda.  They should withdraw from the room for discussion and voting on any of these items.

Joint Shareholders Committee

20 November 2018

Page No.

1.       Apologies

Nil

2.       Confirmation of Order of Business

3.       Interests

3.1      Updates to the Interests Register

3.2      Identify any conflicts of interest in the agenda

4.       Public Forum

5.       Confirmation of Minutes

5.1      21 August 2018                                                                          6 - 11

Document number M3704

Recommendation

That the Joint Shareholders Committee

Confirms the minutes of the meeting of the Joint Shareholders Committee, held on 21 August 2018, as a true and correct record.

6.       Policy review: Joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations                                               12 - 20

Document number R9713

Recommendation

That the Joint Shareholders Committee

Receives the report Policy review: Joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations (R9713) and its attachment (A2065956); and

Approves the amended 2018 Policy for joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations (A2065956).

7.       Tasman Bays Heritage Trust - Trustee Rotation and Remuneration                                                           21 - 24

Document number R9773

Recommendation

That the Joint Shareholders Committee

Receives the report Tasman Bays Heritage Trust - Trustee Rotation and Remuneration (R9773); and

Notes the decision of the Tasman Bays Heritage Trust Appointments Committee to reappoint the following Trustees for three year terms ending in November 2021:

·        Olivia Hall (Chair)

·        Emma Thompson

·        Derek Shaw

·        Darren Mark

Increases the Trustees’ remuneration pool for the Tasman Bays Heritage Trust by 1.6% (being the annual Consumer Price Index change to December 2017) to $64,221 for the 2018/19 financial year.

8.       Exclusion of the Public

Recommendation

That the Joint Shareholders Committee

Excludes the public from the following parts of the proceedings of this meeting.

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: 

Item	General subject of each matter to be considered	Reason for passing this resolution in relation to each matter	Particular interests protected (where applicable)
1	Joint Shareholders Committee Meeting - Public Excluded Minutes -  21 August 2018	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7.	The withholding of the information is necessary: · Section 7(2)(a)      To protect the privacy of natural persons, including that of a deceased person · Section 7(2)(h)      To enable the local authority to carry out, without prejudice or disadvantage, commercial activities ·   Section 7(2)(i)      To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations)

Joint Shareholders Committee Minutes - 21 August 2018

Minutes of a meeting of the Joint Shareholders Committee

Held in the Council Chamber, Civic House, 110 Trafalgar Street, Nelson

On Tuesday 21 August 2018, commencing at 1.32p.m.

Present:              His Worship the Mayor of Tasman R Kempthorne (Chairperson), Nelson City Councillors I Barker, M Courtney, G Noonan, P Matheson and T Skinner, Tasman District Councillors T King, S Bryant, D Ogilvie and T Tuffnell

In Attendance:   Councillor S Walker, Chief Executive (P Dougherty), Chief Executive Tasman District Council (J Dowding), Group Manager Community Services (R Ball), Group Manager Corporate Services (N Harrison), Corporate Services Manager Tasman District Council (M Drummond) and Team Leader Governance (R Byrne)

Leave of Absence: Her Worship the Mayor of Nelson R Reese on Council business

Apology:             Councillor Canton

1.       Apologies

Resolved JSC/2018/020

That the Joint Shareholders Committee

Receives and accepts an apology from Councillor Canton.

Courtney/Tuffnell Carried

2.       Confirmation of Order of Business

There were no changes to the order of business.

3.       Interests

There were no updates to the Interests Register. Councillor King declared an interest in Port Nelson items on the agenda.

4.       Public Forum 

There was no public forum.

5.       Confirmation of Minutes

5.1      23 May 2018

Document number M3504, agenda pages 8 - 12 refer.

Resolved JSC/2018/021

That the Joint Shareholders Committee

Confirms the minutes of the meeting of the Joint Shareholders Committee, held on 23 May 2018, as a true and correct record.

Skinner/Barker Carried

6.       Nelson Airport Limited - Statement of Intent

Document number R9518, agenda pages 13 - 36 refer.

Corporate Services Manager TDC, Mike Drummond, presented the report.

The matter of a solar farm being established was promoted as an opportunity for the airport to take advantage of available land. His Worship the Mayor Kempthorne took on board the expression of interest and advised he would pass the information on to the Nelson Airport Company. 

Resolved JSC/2018/022

That the Joint Shareholders Committee

Receives the report Nelson Airport Limited - Statement of Intent (R9518) and its attachment (A2020685 and A2019292); and

Notes the delivery of the Nelson Airport Limited final Statement of Intent 2018/19 (A2019292) as required under the Local Government Act 2002.

Tuffnell/Courtney Carried

7.       Nelson Airport Limited - Changes to Constitution

Document number R9574, agenda pages 37 - 86 refer.

Corporate Services Manager TDC, Mike Drummond, presented the report.

Attendance: Councillor Matheson joined the meeting at 1.38p.m.

Resolved JSC/2018/023

That the Joint Shareholders Committee

Receives the report Nelson Airport Limited – Changes to Constitution  (R9574) and its attachments (A2024760 and A2019288).

Barker/Ogilvie Carried

Recommendation to Nelson Council and Tasman District Councils’ JSC/2018/024

That the Council

Votes their respective shareholding in support of the amended Constitution at the Company’s 2018 Annual Shareholder Meeting.

Barker/Ogilvie

8.       Exclusion of the Public

Olivia Hall and  Lucinda Blackley-Jimson from the Nelson Provincial Museum will be in attendance for Item 6 of the Public Excluded agenda and Bronwyn Monopoly, Martin Byrne and Daryl Wehner from Port Nelson Limited for Items 2,3 and 5 of the Public Excluded agenda to answer questions and, accordingly, the following resolution is required to be passed:

Resolved JSC/2018/025

That the Joint Shareholders Committee

Confirms, in accordance with section 48(5) of the Local Government Official Information and Meetings Act 1987, Olivia Hall and Lucinda Blackley-Jimson from the Nelson Provincial Museum remain after the public has been excluded, for Item 5 of the Public Excluded agenda (Nelson Provincial Museum Working Group - Presentation), as they have knowledge that will assist the Council;

Notes, in accordance with section 48(6) of the Local Government Official Information and Meetings Act 1987, the knowledge that Olivia Hall and Lucinda Blackley-Jimson possess relates to the Nelson Provincial Museum.

Confirms, in accordance with section 48(5) of the Local Government Official Information and Meetings Act 1987, Bronwyn Monopoly, Martin Byrne and Daryl Wehner from Port Nelson Limited remain after the public has been excluded, for Item 6 of the Public Excluded agenda (Port Nelson Limited – draft Statement of Corporate Intent 2018/21), as they have knowledge that will assist the Council;

Notes, in accordance with section 48(6) of the Local Government Official Information and Meetings Act 1987, the knowledge that Bronwyn Monopoly, Martin Byrne and Daryl Wehner possess relates to Port Nelson Limited.

Barker/Tuffnell Carried

Resolved JSC/2018/026

That the Joint Shareholders Committee

Excludes the public from the following parts of the proceedings of this meeting.

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:

Barker/Tuffnell Carried

Item	General subject of each matter to be considered	Reason for passing this resolution in relation to each matter	Particular interests protected (where applicable)
1	Joint Shareholders Committee Meeting - Public Excluded Minutes -  23 May 2018	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7.	The withholding of the information is necessary: · Section 7(2)(a)      To protect the privacy of natural persons, including that of a deceased person · Section 7(2)(i) To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations)
2	Port Nelson Limited - draft Statement of Corporate Intent 2018/21	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7	The withholding of the information is necessary: · Section 7(2)(i)      To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations)
3	Port Nelson Limited - director appointment	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7	The withholding of the information is necessary: · Section 7(2)(a)      To protect the privacy of natural persons, including that of a deceased person
4	Nelson Airport Limited - Director Reappointment	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7	The withholding of the information is necessary: · Section 7(2)(a)      To protect the privacy of natural persons, including that of a deceased person
5	Directors Remuneration 2018 - Port Nelson Limited and Nelson Airport Limited	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7	The withholding of the information is necessary: · Section 7(2)(i)      To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations)
6	Nelson Provincial Museum Working Group - Presentation	Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7	The withholding of the information is necessary: · Section 7(2)(h)      To enable the local authority to carry out, without prejudice or disadvantage, commercial activities ·   Section 7(2)(i)      To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations)

The meeting went into public excluded session at 1.30p.m. and resumed in public session at 3.54p.m.

There being no further business the meeting ended at 3.54pm.

Confirmed as a correct record of proceedings:

                                                       Chairperson                                     Date

Item 6: Policy review: Joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations

Joint Shareholders Committee 20 November 2018

REPORT R9713

Policy review: Joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations

1.       Purpose of Report

1.1      To consider the 2018 policy for the joint appointment of directors/trustees of council controlled organisations and council controlled trading organisations (Policy).

2.       Recommendation

That the Joint Shareholders Committee

Receives the report Policy review: Joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations (R9713) and its attachment (A2065956); and

Approves the amended 2018 Policy for joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations (A2065956).

3.       Background

3.1      Under section 57(1) of the Local Government Act 2002:

A local authority must adopt a policy that sets out an objective and transparent process for—

(a)     the identification and consideration of the skills, knowledge, and experience required of directors of a council organisation; and

(b)     the appointment of directors to a council organisation; and

(c)     the remuneration of directors of a council organisation.

3.1      This report deals with the requirements set out in section 57(1)(a) and (b). 

3.2      The Policy is a joint policy of Nelson City Council (NCC) and Tasman District Council.  The Policy outlines the process for the joint appointment for directors/trustees of council controlled organisations (CCOs) and council controlled trading organisations (CCTOs) such as Port Nelson Limited and Nelson Airport Limited.

4.       Discussion

4.1      The Policy was last reviewed in 2015 and will be reviewed again in 2021.

4.2      A copy of the Policy (with changes tracked) is attached as Attachment 1. The most significant amendments are in relation to the performance of directors (section 6). 

Performance of Directors/Trustees

4.3      The Policy specifies that a performance review of the Board and individual directors/trustees is be undertaken by the Chairperson of the Board at least every 18 months. 

4.4      Regular performance evaluation and appraisal of board members are key features of governance best practice.  The requirement to conduct regular performance reviews is already included in the Statements of Expectation that are provided to CCTOs and CCOs.

5.       Options

5.1      The Committee can adopt the amended Policy or make further amendments to the Policy.

Option 1: Adopt the amended Policy
Advantages	·   Maintain an objective and transparent policy for the joint appointment of directors/ trustees to CCOs and CCTOs
Risks and Disadvantages	·   None
Option 2: Make further amendments to the Policy
Advantages	·    Committee has the opportunity to influence the Policy
Risks and Disadvantages	·    Significant changes may have unintended consequences ·    May result in a delay in adopting the amended Policy

Author:          Michelle Joubert, Executive Officer

Attachments

Attachment 1:  A2065956 - amended 2018 Policy for joint appointment of directors/trustees of council controlled organisations and council controlled trading organisations ⇩

Important considerations for decision making

1.   Fit with Purpose of Local Government

Section 57(1) of the Local Government Act 2002 requires a local authority to adopt a policy that sets out an objective and transparent process for the selection and appointment of directors of a council organisation. It is appropriate that this Policy be reviewed from time to time to ensure it remains up to date.

2.   Consistency with Community Outcomes and Council Policy

The decision aligns with the following outcome: Our Council provides leadership and foster partnerships, a regional perspective, and community engagement.

3.   Risk

The proposed amendments to the Policy are minor in nature; a decision to approve the reviewed and amended Policy is considered low risk.

4.   Financial impact

No financial impact on either council.

5.   Degree of significance and level of engagement

This matter is of low significance and therefore no consultation is required.

6.   Inclusion of Māori in the decision making process

No engagement with Māori has been undertaken in preparing this report.

7.   Delegations

The Joint Shareholders Committee has the following delegations to consider the amended Policy

Areas of Responsibility:

·    All matters relating to jointly owned CCOs and CCTOs including the appointment of directors

Powers to Decide:

·    All matters relating to jointly owned CCOs and CCTOs including the appointment of directors

Item 6: Policy review: Joint appointment of Directors/Trustees of Council Controlled Organisations and Council Controlled Trading Organisations: Attachment 1

Item 7: Tasman Bays Heritage Trust - Trustee Rotation and Remuneration

Joint Shareholders Committee 20 November 2018

REPORT R9773

Tasman Bays Heritage Trust - Trustee Rotation and Remuneration

1.       Purpose of Report

1.1      To note the decision of the Tasman Bays Heritage Trust (TBHT) Appointments Committee and to set the level of the Trustees’ remuneration pool for TBHT.

2.       Recommendation

That the Joint Shareholders Committee

Receives the report Tasman Bays Heritage Trust - Trustee Rotation and Remuneration (R9773); and

Notes the decision of the Tasman Bays Heritage Trust Appointments Committee to reappoint the following Trustees for three year terms ending in November 2021:

·    Olivia Hall (Chair)

·    Emma Thompson

·    Derek Shaw

·    Darren Mark

Increases the Trustees’ remuneration pool for the Tasman Bays Heritage Trust by 1.6% (being the annual Consumer Price Index change to December 2017) to $64,221 for the 2018/19 financial year.

3.       Background

3.1      The Tasman Bays Heritage Trust is a joint Council Controlled Organisation. Each year the councils consider the level of the total pool for remuneration of Trustees. The TBHT Board decides on the allocation to individual trustees and the chair.

3.2      Appointments to the TBHT Trust Board are made by the TBHT Appointments Committee. Current members of that committee are: Mayor Richard Kempthorne (Chair of the Appointments Committee) and Janine Dowding (Tasman District Council); Councillors Gaile Noonan and Mel Courtenay (Nelson City Council); Harvey Ruru and Christine Hemi (iwi representatives).

4.       Discussion

          Trustee Rotation

4.1      The following Trustees had sought reappointment to the TBHT:

·   Olivia Hall (Chair)

·   Emma Thompson

·   Derek Shaw

·   Darren Mark

4.2      The TBHT Appointments Committee has considered these candidates and has decided to re-appoint them as Trustees for a further 3 years, with terms ending in November 2021.  Accordingly the appointments have been made.

          Trustees’ Remuneration Pool

4.3      Generally the Trustees’ remuneration pool increases are aligned to the consumer price index. It is proposed to increase the TBHT Trustees remuneration pool by 1.6%, being the change in the annual Consumer Price Index to December 2017.  This would take the pool to $64,221.

5.       Options

5.1      The Joint Committee can accept the recommendation regarding remuneration or can leave the remuneration pool unchanged.

5.2      The re-appointment of Trustees is for information only.

Author:          Roger Ball, Group Manager Community Services

Attachments

Nil

Important considerations for decision making

1.   Fit with Purpose of Local Government

TBHT provides local cultural and heritage services to Nelson and Tasman District residents and visitors in a cost effective way.

2.   Consistency with Community Outcomes and Council Policy

The TBHT contributes to  the outcome ‘Our communities have opportunities to celebrate and explore their heritage, identity and creativity’ and  ‘Our communities have access to a range of social, educational and recreational facilities and activities’.

3.   Risk

As the Committee is only noting the appointment of Trustees, there is low risk in the decision, and low risk in the decision to increase the remuneration pool.

4.   Financial impact

An increase in the remuneration pool would come from approved budgets.

5.   Degree of significance and level of engagement

This matter is of low significance to the public and no consultation has taken place other than with the Chair of the Trust.

6.   Inclusion of Māori in the decision making process

Iwi are represented both on the TBHT Board and on the Appointments Committee of the TBHT.

7.   Delegations

The Joint Shareholders Committee has the responsibility for:

Considering and deciding on all matters relating to jointly owned Council Controlled Organisations and Council Controlled Trading Organisations, including statements of intent, statements of corporate intent, half yearly reports, the appointment of directors and setting of directors’ fees.

Appointments to the TBHT Board are made by the TBHT Appointments Committee.