Agenda of Audit and Risk Committee

Terms of Reference

Purpose

The purpose of the Audit and Risk Committee is to assist and advise the Governing Body in discharging its responsibility and ownership of governance, risk management, and internal control.

The committee will review the effectiveness of the following aspects of governance, risk management and internal control:

· enterprise risk management (ERM) across the Auckland Council group

· internal and external audit and assurance

· integrity and investigations

· monitoring of compliance with laws and regulations

· significant projects and programmes of work focussing on the appropriate management of risk

· oversight of preparation of the LTP, Annual Report, and other external financial reports required by statute.

The scope of the committee includes the oversight of risk management and assurance across council’s CCOs with respect to risk that is significant to the Auckland Council group.

To perform his or her role effectively, each committee member must develop and maintain his or her skills and knowledge, including an understanding of the committee’s responsibilities, and of the council’s business, operations and risks.

Decision-Making Powers

The committee has no decision making powers.

The committee may request expert advice through the chief executive where necessary.

The committee may make recommendations to the Governing Body and / or chief executive.

Tenure

External members will be appointed for an initial period not exceeding three years, after which they will be eligible for extension or re-appointment, after a formal review of their performance, and have not already served two terms on the committee. Councillors appointed to the committee will automatically cease to hold office at the time of the local authority triennial elections. They may be eligible for re-appointment post those elections if they are returned to office and have not already served two terms on the committee.

The chief executive, and the senior management team members will not be members of the committee.

The members, taken collectively, will have a broad range of skills and experience relevant to the operations of the council. At least one member of the committee should have accounting or related financial management experience, with an understanding of accounting and auditing standards in a public sector environment.

Committee’s responsibilities

The committee’s responsibilities are detailed below.

Forward Work Programme

The committee will agree and approve annually a forward work programme – which will consist of in depth briefings and reviews of specific significant risks and assurance strategies, as contained in the ERM “Top Risks” or Auckland Council’s work plan.

Risk management

· Review, approve and monitor the implementation of the ERM policy, framework and strategy (including risks pertaining to CCOs that are significant to the Auckland Council group).

· Review and approve the council’s “risk appetite” statement.

· Review the effectiveness of risk management and internal control systems including all material financial, operational, compliance and other material controls. This includes legislative compliance (including Health and Safety), significant projects and programmes of work, and significant procurement.

Review risk management reports identifying new and / or emerging risks, and any subsequent changes to the ERM “Top Risk” register.

Internal Audit

· Review annually the Internal Audit Charter – which confirms the authority, independence and scope of the function.

· Review and approve annually and monitor the implementation of the 3 year Internal Audit Strategy and 12 month detailed Internal Audit Plan.

· Review the co-ordination between the risk and internal audit functions – including the integration of the council’s ERM risk profile with the Internal Audit programme. This includes assurance over all material financial, operational, compliance and other material controls. This includes legislative compliance (including Health and Safety), significant projects and programmes of work, and significant procurement.

· Review the reports of the Internal Audit functions dealing with findings, conclusions and recommendations (including assurance over risks pertaining to CCOs that are significant to the Auckland Council group)

Review and monitor management’s responsiveness to the findings and recommendations – enquiring into the reasons that any recommendation is not acted upon.

Fraud and Integrity

· Review and approve annually, and monitor the implementation of, the Fraud and Integrity Strategy, including detailed work programme.

· Review annually the whistleblowing procedures and ensure that arrangements are in place by which staff, may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial control or any other matters, and that there is proportionate and independent investigation of such matters and appropriate follow-up action.

· Review the procedures in relation to the prevention, detection, reporting and investigation of bribery and fraud.

· Review and monitor policy and process to manage conflicts of interest amongst elected members, local board members, management, staff, consultants and contractors.

Review reports from the Risk, Internal Audit, Integrity and Investigations, external audit and management related to whistle blower, ethics, bribery and fraud related incidents.

Statutory Reporting

Review and monitor the integrity of the interim and annual report including statutory financial statements and any other formal announcements relating to the council’s financial performance, focussing particularly on:

· compliance with, and the appropriate application of, relevant accounting policies, practices and accounting standards

· compliance with applicable legal requirements relevant to statutory reporting

· the consistency of application of accounting policies, across reporting periods, and the Auckland Council group

· changes to accounting policies and practices that may affect the way that accounts are presented

· any decisions involving significant judgement, estimation or uncertainty

· the extent to which financial statements are affected by any unusual transactions and the manner in which they are disclosed

· the disclosure of contingent liabilities and contingent assets

· the clarity of disclosures generally

· the basis for the adoption of the going concern assumption

significant adjustments resulting from the audit.

External Audit

· Discuss with the external auditor before the audit commences:

· the nature and scope of the external audit

· areas of audit focus

· error and materiality levels.

· Review with the external auditors representations required by elected members and senior management, including representations as to the fraud and integrity control environment.

· Review the external auditors management letter and management responses, and inquire into reasons for any recommendations not acted upon.

Where required, the chair may ask a senior representative of the Office of the Auditor General to attend the committee meetings to discuss the office’s plans, findings and other matters of mutual interest.

Interaction with Council Controlled Organisations

Other committees dealing with CCO matters may refer matters to the Audit and Risk Committee for review and advice.

This committee will enquire to ensure adequate processes at a governance level exist to identify and manage risks within a CCO. Where an identified risk may impact on Auckland Council or the wider group, the committee will also ensure that all affected entities are aware of and appropriately managing the risk.

The Head of Risk and Head of Internal Audit are responsible for the provision of quality risk, assurance, insurance and ethics and integrity services for all CCOs except Auckland Transport and Watercare (with the exception of insurance services which are provided to Auckland Transport). Auckland Transport and Watercare have their own risk and assurance functions. The Head of Risk and Head of Internal Audit are responsible for monitoring CCO risk and internal audit strategies with respect to risks that are significant to the Auckland Council group.

Annual Report on the work of the committee

The chair of the committee will submit a written review of the performance of the committee to the chief executive on an annual basis. The review will summarise the activities of the committee and how it has contributed to the council’s governance and strategic objectives. The chief executive will place the report on the next available agenda of the governing body.

Exclusion of the public – who needs to leave the meeting

Members of the public

All members of the public must leave the meeting when the public are excluded unless a resolution is passed permitting a person to remain because their knowledge will assist the meeting.

Those who are not members of the public

General principles

· Access to confidential information is managed on a “need to know” basis where access to the information is required in order for a person to perform their role.

· Those who are not members of the meeting (see list below) must leave unless it is necessary for them to remain and hear the debate in order to perform their role.

· Those who need to be present for one confidential item can remain only for that item and must leave the room for any other confidential items.

· In any case of doubt, the ruling of the chairperson is final.

Members of the meeting

· The members of the meeting remain (all Governing Body members if the meeting is a Governing Body meeting; all members of the committee if the meeting is a committee meeting).

· However, standing orders require that a councillor who has a pecuniary conflict of interest leave the room.

· All councillors have the right to attend any meeting of a committee and councillors who are not members of a committee may remain, subject to any limitations in standing orders.

Independent Māori Statutory Board

· Members of the Independent Māori Statutory Board who are appointed members of the committee remain.

· Independent Māori Statutory Board members and staff remain if this is necessary in order for them to perform their role.

Staff

· All staff supporting the meeting (administrative, senior management) remain.

· Other staff who need to because of their role may remain.

Local Board members

· Local Board members who need to hear the matter being discussed in order to perform their role may remain. This will usually be if the matter affects, or is relevant to, a particular Local Board area.

Council Controlled Organisations

· Representatives of a Council Controlled Organisation can remain only if required to for discussion of a matter relevant to the Council Controlled Organisation.

Audit and Risk Committee

28 May 2018

ITEM TABLE OF CONTENTS PAGE

1 Apologies 11

2 Declaration of Interest 11

3 Confirmation of Minutes 11

4 Petitions 11

5 Public Input 11

6 Local Board Input 11

7 Extraordinary Business 12

8 Notices of Motion 12

9 Review Engagement Management Report for the six months ended 31 December 2017 13

10 Risk and Insurance Quarterly Update 33

11 Review of aspects of Council's procurement given media commentary 63

12 Quarterly health and safety performance report 67

13 NewCore Programme closure report 111

14 Forward Work Programme 139

15 Consideration of Extraordinary Items

PUBLIC EXCLUDED

16 Procedural Motion to Exclude the Public 145

C1 Auckland Council and Group financial year end 30 June 2018 reporting and audit requirements 145

C2 Auckland Council and Group pro forma financial statements for the year ending 30 June 2018 145

C3 Update on Key Controls and Risks Related to the 10-year Budget 2018-2028 145

C4 Office of the Auditor-General and Audit New Zealand Briefing 146

C5 Insurance Renewal - Indicative Council Group Programme for 2018-19 Period 146

C6 Council-controlled organisations - quarterly risk reports 146

C7 Update on Holidays Act compliance 146

C8 Legal Risk Report 147

C9 Internal Audit and Integrity Progress Report 147

1 Apologies

An apology from Deputy Chairperson BC Cashmore has been received.

2 Declaration of Interest

Members are reminded of the need to be vigilant to stand aside from decision making when a conflict arises between their role as a member and any private or other external interest they might have.

3 Confirmation of Minutes

That the Audit and Risk Committee:

a) confirm the ordinary minutes of its meeting, held on Monday, 26 February 2018, including the confidential section, as a true and correct record.

4 Petitions

At the close of the agenda no requests to present petitions had been received.

5 Public Input

Standing Order 7.7 provides for Public Input. Applications to speak must be made to the Governance Advisor, in writing, no later than one (1) clear working day prior to the meeting and must include the subject matter. The meeting Chairperson has the discretion to decline any application that does not meet the requirements of Standing Orders. A maximum of thirty (30) minutes is allocated to the period for public input with five (5) minutes speaking time for each speaker.

At the close of the agenda no requests for public input had been received.

6 Local Board Input

Standing Order 6.2 provides for Local Board Input. The Chairperson (or nominee of that Chairperson) is entitled to speak for up to five (5) minutes during this time. The Chairperson of the Local Board (or nominee of that Chairperson) shall wherever practical, give one (1) day’s notice of their wish to speak. The meeting Chairperson has the discretion to decline any application that does not meet the requirements of Standing Orders.

This right is in addition to the right under Standing Order 6.1 to speak to matters on the agenda.

At the close of the agenda no requests for local board input had been received.

7 Extraordinary Business

Section 46A(7) of the Local Government Official Information and Meetings Act 1987 (as amended) states:

“An item that is not on the agenda for a meeting may be dealt with at that meeting if-

(a) The local authority by resolution so decides; and

(b) The presiding member explains at the meeting, at a time when it is open to the public,-

(i) The reason why the item is not on the agenda; and

(ii) The reason why the discussion of the item cannot be delayed until a subsequent meeting.”

Section 46A(7A) of the Local Government Official Information and Meetings Act 1987 (as amended) states:

“Where an item is not on the agenda for a meeting,-

(a) That item may be discussed at that meeting if-

(i) That item is a minor matter relating to the general business of the local authority; and

(ii) the presiding member explains at the beginning of the meeting, at a time when it is open to the public, that the item will be discussed at the meeting; but

(b) no resolution, decision or recommendation may be made in respect of that item except to refer that item to a subsequent meeting of the local authority for further discussion.”

8 Notices of Motion

There were no notices of motion.

Audit and Risk Committee

28 May 2018

Review Engagement Management Report for the six months ended 31 December 2017

File No.: CP2018/05630

Te take mō te pūrongo / Purpose of the report

1. This report summarises the issues identified by Audit New Zealand during the recent review engagement for the six months ended 31 December 2017 and outlines how Auckland Council is addressing the issues raised.

Whakarāpopototanga matua / Executive summary

2. Audit New Zealand is Auckland Council’s external auditor appointed by the Office of the Controller and Auditor-General to conduct the audit on his behalf. Audit New Zealand works with the council throughout the year reviewing our internal controls, half year report and disclosures to both the New Zealand and overseas stock exchanges and auditing our Annual Report. Audit New Zealand issues reports to the council throughout the year with recommendations on how the council can enhance and improve our processes, procedures and disclosures.

3. As the Auckland Council Group is an issuer of bonds, the Office of the Controller and Auditor-General issued a review report on the financial results to 31 December 2017. This is required prior to the release of the financial results to the New Zealand Stock Exchange at the end of February each year.

4. Following the completion of the review engagement a report is issued which outlines any issues identified and recommends significant items which may need to be addressed in the preparation of the Annual Report. The report is attached (Attachment A).

5. The recommendations made include:

· continuing with the cleansing project to clear and prevent unallocated receipts

· accounting for the costs of closed landfills and contaminated land

· accounting disclosures for City Rail Link Limited

· accounting treatment and disclosures for the Public Transport Operating Model

· valuation of derivatives

· assessment of any liability in respect to the legal claims made by Carter Holt Harvey.

6. The council accepts the recommendations made and has provided a response outlining actions being taken to address the issues raised. Work is well underway to address these matters.

Ngā tūtohunga / Recommendation/s

That the Audit and Risk Committee:

a) note the issues identified by Audit New Zealand and the council’s responses to the matters raised in the review engagement report for the six months ended 31 December 2017.

Horopaki / Context

7. This report summarises the issues identified by Audit New Zealand during their review engagement and outlines how the council is addressing the issues raised.

Tātaritanga me ngā tohutohu / Analysis and advice

8. A review engagement is performed on the interim financial statements at 31 December by the Office of the Auditor-General. It provides a moderate level of assurance so that they are able to state that nothing has come to their attention that causes them to believe that the interim financial statements do not fairly reflect the Auckland Council group’s financial position, performance and cash flows for the six-month period. This moderate level of negative assurance (as it is known) is at a lower level than that of an audit. As the group is an issuer of bonds, the review engagement is performed prior to the release of the six-month financial results to the New Zealand Stock Exchange at the end of February each year.

9. Following the review engagement, the Office of the Auditor-General issues a report to management of any issues or recommendations which have arisen. The management report confirms that the review went smoothly with the timely delivery of the information required.

10. Findings from the review engagement of issues previously raised:

· unallocated receipts. Consistent with the findings at the 30 June 2017 audit, ‘unallocated receipts’ remain an unresolved issue. The council has been addressing unallocated receipts (that is, receipts not yet allocated to the appropriate debtor account). A cleansing project was initiated in August 2017. To date, $16 million of unallocated receipts have been allocated against outstanding balances. In addition, in December 2017, a programme of work was undertaken with key stakeholders to address and prevent new unallocated receipts within SAP from occurring. A number of new initiatives have been identified and have either been implemented or are in the process of being implemented. This includes some system enhancements which are expected to be delivered by October 2018.

· accounting for the costs of closed landfill and contaminated land. The council has improved the way that it tracks the costs associated with remediating closed landfills and contaminated land against the provision created. However, it was noted that the amount was less than expected, and an adjustment to the provision may be required as part of the year end reporting process. The council will continue to review the accounting treatment of these costs.

11. Recommendations were made for the council to consider how it would disclose a number of new issues in the Annual Report. The issues identified were:

· accounting disclosures for City Rail Link Limited. This will be the first year that the council will include financial information relating to City Rail Link Limited in its Annual Report. The council will work with Audit New Zealand before the financial year end to agree the accounting treatment and disclosures.

· accounting treatment disclosures for Public Transport Operating Model. Auckland Transport implemented the Public Transport Operating Model in the 2016/2017 financial year. The aim of this model is to enable less reliance on public subsidies and ensures services are procured effectively. The group needs to ensure that the accounting treatment and disclosures in the Annual Report meet accounting standards. Auckland Transport is currently finalising a technical accounting review paper, with which the council agrees. This paper will be presented to the Auckland Transport Finance and Risk Committee on 22 May 2018.

· valuation of derivatives in the Annual Report. The council and group have a range of derivatives which are the means to mitigate risks associated with foreign currency and interest rate fluctuations. The derivatives are required to be valued and reported in the Annual Report, the auditors view this as a key audit matter due to the significant effect in the financial statements if there is an error in the valuation. Some minor improvements in the methodology for the valuation of the derivatives are being undertaken and we are confident that, similar to previous financial years, the accounting treatment and disclosures in the Annual Report will meet the auditors’ requirements.

· assessment and disclosures of any liability in respect to Carter Holt Harvey claims. The council and group are required to disclose any potential liabilities in the Annual Report. During the current financial year there have been ongoing legal developments in the Ministry of Education claim against Carter Holt Harvey, and the subsequent claim by Carter Holt Harvey against 48 councils. At this point of time there is insufficient information to assess whether the council has any liability in regard to this matter. The council is monitoring any information we receive in respect to Carter Holt Harvey and will make an assessment at the time of preparing the Annual Report.

Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe /
Local impacts and local board views

12. There are no issues relating to reporting at a local board level. Accordingly, the views of local boards have not been sought.

Tauākī whakaaweawe Māori / Māori impact statement

13. The report does not affect the achievement or reporting on the council or the council group’s contributions towards Māori outcomes. The council’s contributions to Māori outcomes are reported in the Annual Report.

Ngā ritenga ā-pūtea / Financial implications

14. There are no financial implications directly arising from the information contained in this report.

Ngā raru tūpono / Risks

15. The council is actively addressing the issues raised, and we have assessed the matters will not impact on the audit opinion of the council’s Annual Report.

Ngā koringa ā-muri / Next steps

16. The council will continue with the cleansing project to address the unallocated credits and will consider the accounting treatment and disclosures required in the Annual Report in respect to the other matters raised.

Ngā tāpirihanga / Attachments

No.	Title	Page
a ⇩	Review Engagement Management Report 31 December 2017	17

Ngā kaihaina / Signatories

Authors

Morna Macfarlane - Financial Compliance Manager

Francis Caetano - Group Financial Controller

Authorisers

Kevin Ramsay - General Manager Corporate Finance and Property

Matthew Walker - Acting Group Chief Financial Officer

Phil Wilson - Governance Director

Audit and Risk Committee

28 May 2018

Risk and Insurance Quarterly Update

File No.: CP2018/07761

Te take mō te pūrongo / Purpose of the report

1. To update the committee on risk management and insurance activities at Auckland Council.

Whakarāpopototanga matua / Executive summary

2. The annual review of council top risks was undertaken over the period February 2018 - May 2018 in workshops facilitated by the Risk team. The session was attended by the Executive Lead Team (ELT) and their senior leadership teams, followed by various meetings with subject matter experts from across council. The top risk register was approved by ELT on 16 May 2018.

3. The ELT has taken a top-down view of significant risks that could have an impact on council achieving its strategic and operational objectives. The top risk register comprises nine top risks, of which there are five high and four moderate rated risks. The register is included within this report as Attachment A.

4. Top risks will be subject to reviews (deep-dives) on a rotational basis to provide assurance to ELT and the Audit and Risk Committee that risks are being effectively managed and controls are operating as intended. The schedule of reviews is provided as Attachment B and a template for the reviews as Attachment C.

5. A risk maturity survey is underway to be completed over the period 14 May – 30 June 2018. Deloitte will undertake an independent assessment of the maturity of council’s risk management framework and how well it is embedded in the organisation applying the ‘All of Government’ risk maturity model, customised for council.

6. Developing and maintaining the right culture requires knowledge, understanding and skills. To continue to lift capability and maturity of risk management across council, the Risk team has continued to provide informal and structured training to staff over the last quarter.

7. An elected members governance and risk session has been scheduled for 7 June 2018. The key objectives of this session are to start a ‘risk dialogue’ and to have a level of consensus over the relative significance and management of risks facing council and the effective oversight of risks in a governance role.

8. Our Charter, which is new approach to corporate policy and replaces council’s code of conduct and 203 other policies, was launched successfully to all staff on 4 April 2018. It is made up of six foundation principles, a summary of which is included within this report as Attachment D.

9. The indicative insurance renewal programme for 2018/2019 developed by Auckland Council Group and Aon will be tabled at the confidential meeting.

Ngā tūtohunga / Recommendation/s

That the Audit and Risk Committee:

a) note the update on enterprise risk management

b) note the update on insurance activities

c) endorse council’s 2018 top risk register

d) endorse the proposal for reviews of Top Risks to be included as part of the committee’s forward work plan.

Horopaki / Context

10. This report provides update on risk management activities, council’s annual review of the top risk register, insurance matters and key projects.

Tātaritanga me ngā tohutohu / Analysis and advice

Top Risks

11. Council’s top risks are reviewed on an annual basis and the last annual review was completed in February 2017. The objectives of the 2018 top risks review were to:

· distil insights and provide clarity on key material risks impacting council's performance and objectives

· identify key strategic and operational risks that pose a legitimate threat to the achievement of council’s strategic objectives in the next 12 months and beyond

· ensure council’s material risks together with related controls are well documented, to enable proper risk oversight by management, Audit and Risk Committee and Governing Body.

12. Risk identification workshops were conducted with each of the Executive Lead Team members and their senior leadership team to identify the risk themes. This was followed by 41 meetings with 90 subject matter experts from across council to validate the risks identified, risk assessments and controls information.

13. We also undertook research on the top risks facing the public sector in 2018 to substantiate the risk themes identified.

14. Improvements made to the council’s 2018 top risk register include:

· consistency in risk descriptions to ensure all risks tell a story in terms of the risk event, causes and impact

· better-quality control statements and addition of control owners to enable better management of risks

· addition of inherent risk ratings

15. Nine top risks have been identified, of which there are five high and four moderate rated risks. Two new risk themes have been identified relating to (i) water quality and supply risk and (ii) climate change readiness and response. The top risk register has been included within this report as Attachment A.

16. The ELT took a top-down view of significant risks that generally span across the council and which may impact on the ability of council (parent) to achieve its objectives and/or deliver critical services. As a result, nine top risks have been identified in comparison to the 29 risks noted in the 2017 top risk register. It was decided by ELT that a number of risks recorded in the 2017 top risk register were operational risks that may impact on the achievement of directorate or business unit objectives and should be captured and managed through the business unit risk registers.

17. A process will be implemented to ensure that risks which have moved from the top risk register to the business unit risk registers continue to be reviewed and monitored by the Risk team. The results will be reported to ELT to provide them with the assurance that those risks are being effectively managed at the business unit level.

18. The top risks will be presented to the Governing Body in August 2018 for their information and feedback.

Top Risk Reviews

19. Top risks will be subject to reviews (deep-dives) on a rotational basis to provide assurance to ELT and the Audit and Risk Committee that risks are being effectively managed and controls are operating as intended.

20. In the past top risk reviews have occurred in a semi-formal manner. Staff have provided proposed schedule of these reviews (included within this report as Attachment B) to ensure that each top risk is reviewed on a rotational basis. A proposed template (included within this report as Attachment C), will provide a common structure for conducting and recording review outcomes consistently across all the risks.

Risk Maturity Survey

21. A risk maturity survey is underway to be completed over the period 14 May – 30 June 2018. Deloitte will undertake an independent assessment of the maturity of council’s risk management framework and how well it is embedded in the organisation applying the ‘All of Government’ risk maturity model, customised for council.

22. Deloitte will conduct this assessment through a review:

· of council’s actual risk management framework

· an employee awareness survey

· interviews with a selection of key stakeholders on their awareness, perception and involvement around the implementation of the risk management framework.

23. Approximately 100 staff are expected to be surveyed and interviewed including the ELT. The mayor will also be interviewed as well as the chair and independent and elected members of the Audit and Risk Committee.

Risk Training

24. Developing and maintaining the right culture about risk management within council requires knowledge, understanding and skills. To continue to lift capability and maturity of risk management, the Risk team provides informal and structured training to staff. Some of the training completed or coming up over the next quarter includes:

· coaching and training on completion of risk registers across council (on going)

· structured training through the Quarterly Risk Forum held in March 2018. Staff who attended the session in March 2018 found it informative and relevant to their risk and compliance roles. Following the session, we have seen an increase in the focus on capturing and managing risks in some business units. Our continued focus is on making the risk forums engaging, informative and relevant for the attendees, as well as increasing the attendance rates

· risk ‘Lunch-and-Learn’ programme commencing from July 2018 onwards

· the guidance notes to council committee report writers called ‘risk-based decision-making’ was rolled out in March 2018. Two training sessions are planned for June 2018 to raise awareness and improve staff understanding on how to incorporate quality risk and opportunity analysis of proposals in reports that require decision makers to approve and/or endorse.

Elected member governance and risk workshops

25. A governance and risk session for elected members has been scheduled for 7 June 2018. The key objectives of this session are to start a ‘risk dialogue’ with elected members and to have a level of consensus over the relative significance and management of risks facing council, and the effective oversight of risks in their governance role.

Our Charter

26. Our Charter (Attachment D), which is a new approach to corporate policy and replaces council’s code of conduct and 203 other council (parent only) policies, was launched successfully to all staff on 4 April 2018. It empowers staff to be guided by a set of six principles and some ‘bottom line’ behaviors supported by standards and guides. This work was led by the Risk team and supported by staff from across the business.

27. The Auckland Council Group Money and Assets/Sensitive Expenditure policy (Attachment E) applies to the whole council group and is one of the six principles reflected in the Money and Assets section of Our Charter. This policy was adopted by the council group and endorsed by the Governing Body on 22 March 2018 [GB/2018/46].

28. The Our Charter team are working alongside the council-controlled organisations with a view to apply the remaining five principles. This is in accordance with the mayoral Letters of Expectation from December 2017 and the council-controlled organisation Accountability Policy of February 2018 [GB/218/23].

29. In the four weeks since launch on 4 April 2018, 3121 individual staff have visited the Our Charter Kotahi page (intranet) and there have been over 62,000 separate page views of Our Charter on that platform. Feedback on the user-friendliness of the intranet pages has been positive in terms of ease with which policy information can be found and used to make sound decisions.

30. A number of New Zealand local authorities contacted the Our Charter project team to obtain information about the process and indicated an interest in adopting a similar approach.

31. The following activities are underway to embed Our Charter across council:

· an ongoing programme of communications to increase awareness, training and building staff capability, including targeted training sessions for senior and people leaders

· incorporating Our Charter in key staff processes such as recruitment, induction, staff development and performance

· development of an e-learning module that will be rolled out in June 2018 and will be mandatory for all staff

· review of the ‘speak-up’ channels to identify and implement areas of improvement to ensure there are effective processes (including monitoring and reporting) and guidance in place to support staff who speak up

· develop a forward-looking embedding plan for the next two years.

32. The key benefits of the launch of Our Charter for the council group are:

· a simplified policy framework and guidance about expected conduct and staff behaviours

· enabling and empowering staff to be guided by a set of principles

· an improved centralised online platform so all staff can easily access policy guidance

· an improved and coordinated ‘speak-up’ channel that increase focus and visibility of the ‘speak-up, see, say, do’ message for all aspects of Our Charter

· guidance for staff across the council group on expected standards of staff behaviour to support probity and financial prudence. This will be in line with the group policy and standard for money and assets/sensitive expenditure.

33. As Our Charter is embedded we expect to see a change in culture where people have the confidence to make sound judgements and decisions and have a better understanding of expected staff behaviors in managing risks, opportunities and challenges in their activities.

Updates on key projects and other significant matters previously reported to Audit and Risk Committee

34. Updates on long-term plan/consultation document, refurbishment work on 135 Albert Street and Operations Rawene are included within this report as Attachment F. These items relate to matters previously reported to this committee and for which regular updates are provided for the committee’s information.

35. The Risk team will provide the leadership, framework and oversight for risk management to support the successful delivery of the America's Cup 36. Council’s chief operating officer will provide an update on the America’s Cup project at the workshop.

Indicative Insurance Renewal Strategy

36. The indicative insurance renewal programme for 2018/2019 developed by Auckland Council Group and Aon will be tabled at the confidential meeting.

Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe /
Local impacts and local board views

37. Local boards are affected by many of the top risks as they represent risks to the entire council organisation. While no specific consultation has been done for this report, risk management activity will have benefit for local board activities.

Tauākī whakaaweawe Māori / Māori impact statement

38. This information report does not have any particular benefit or adverse effects on Māori.

Ngā ritenga ā-pūtea / Financial implications

39. There are no financial implications directly arising from this information report.

Ngā raru tūpono / Risks

40. This report addresses the key risk and insurance activities. Risk management activities relating to all matters in this report have been summarised above.

Ngā koringa ā-muri / Next steps

41. The next quarterly update report to the Audit and Risk Committee will be on 13 September 2018.

Ngā tāpirihanga / Attachments

No.	Title	Page
a ⇩	Annual Top Risk Register	39
b ⇩	Proposed Top Risks Review (Deep- Dive) Schedule	45
c ⇩	Top Risk Review (Deep-Dive) Template	47
d ⇩	Our Charter Foundation Principles - Summary	49
e ⇩	Group Money and Assets/Sensitive Expenditure Policy	51
f ⇩	Key Projects and Significant Risk Matters Update 15 May 2018	59

Ngā kaihaina / Signatories

Author

Shivali Kukreja - Senior Risk Advisor

Authorisers

Cecilia Tse - Head of Risk

James Hassall - General Counsel

Phil Wilson - Governance Director

Audit and Risk Committee

28 May 2018

Review of aspects of Council's procurement given media commentary

File No.: CP2018/07699

Te take mō te pūrongo / Purpose of the report

1. To report to the committee the outcome of the Internal Audit investigation into allegations of financial mismanagement of contracts that have been approved by the Strategic Procurement Committee through this term of council.

Whakarāpopototanga matua / Executive summary

2. Internal Audit has reviewed all requests to the Strategic Procurement Committee in this term of council, that amount to either:

· A request for a contract extension

· A request for increased funding with respect to a contract or project.

3. We could find no evidence of financial mismanagement, or inappropriate reporting to the Strategic Procurement Committee.

4. With respect to each request there was a sound and logical rationale for the recommendations made to the committee and no evidence of relevant information being withheld.

Ngā tūtohunga / Recommendation/s

That the Audit and Risk Committee:

a) receive this report and note its findings.

Horopaki / Context

5. On 8 March 2018 the National Business Review published an article entitled ‘Auckland Councillors quit committee over Morals Ethics’. The article contains allegations of financial mismanagement by council’s Strategic Procurement Committee.

6. Specifically, the article refers to $100 million of unbudgeted expenditure approved “behind closed doors” for “projects that have basically been mismanaged and budgets have blown out considerably”. These comments were attributed to Councillor Sayers.

7. As a result of this article the chair of the Audit and Risk Committee requested that the Internal Audit department investigate these allegations and report back to the May meeting of this committee.

Tātaritanga me ngā tohutohu / Analysis and advice

8. Internal Audit has reviewed all open and confidential agenda items considered by the Strategic Procurement Committee since the beginning of this term of council.

9. Internal Audit also wrote to Councillor Sayers on 12 April 2018 asking him to provide a detailed outline of the specific concerns that he has so that they can be investigated and offering the councillor an opportunity to meet and discuss his concerns. Councillor Sayers responded on 16 April 2018 declining to take up that opportunity.

10. Since the beginning of this term of council the Strategic Procurement Committee has approved the following contracts which in the absence of any further information being provided by Councillor Sayers, Internal Audit has assumed to be the basis of Councillor Sayers concerns

Contract

Extension of Refuse Services

· Manukau (February 2017)

· Auckland East (March 2017)

· Auckland West (March 2017)

· Auckland Central (August 2017)

· Franklin (August 2017)

· Waitakere and North Shore (September 2017)

· Papakura (October 2017)

Extension of Streetscape Services

· Central (January 2017)

· Southern (January 2017)

Albany Pool increase in Budget (February 2017)

Wheelers Book Club Contract Extension (December 2016)

Project 17 Increase in Budget (March 2017)

Westgate Multi- Purpose Facility increase in budget (December 2016)

Artillery Drive Stormwater Tunnel increase in budget (December 2016)

11. Internal Audit’s assessment of each of the above is as follows:

Extension of refuse Services Contracts

12. Auckland Council currently manages refuse collection services through the seven service contracts for different areas of Auckland. The terms of all seven contracts were due to expire between March 2017 and June 2018 and council needed to manage these to ensure continuity of service.

13. The council also needs to manage the way it introduces significant changes to the way refuse is collected over this period, in order for it to deliver on the Waste Management and Minimisation Plan.

14. At the same time the existing provider in North Shore and Waitakere confirmed that they did not intend to continue providing waste collection services past the contract end of 30 June 2018. Further it is not cost beneficial nor practical for a provider to bid on such a tender for a short two-year period (i.e. 2018-2020)

15. To manage these challenges the Tenders and Procurement Committee resolved that the remaining five contracts be extended until 30 June 2020, while staff continue to explore options for Waitakere.

16. The seven contracts above reflect the Strategic Procurement Committees subsequent approval of these contracts.

17. An update report on progress on these extensions was reported to the Strategic Procurement Committee in August 2018

18. All the contracts will go out through a competitive tendering process for the delivery of waste collection services for the period commencing 1 July 2020.

19. Our conclusion is that the seven contract extensions have been through an appropriate procurement and approval process.

Extension of Streetscape Services Contract

20. The existing contracts were due to expire on 30 June 2017. There has been a change in the way streetscape services are delivered with responsibility for aspects now being taken on by Community Facilities as part of the Project 17 contract.

21. The Strategic Procurement Committee agreed to extend the contract by one year. It was exercising its rights of renewal under the existing contract. The rationale was to allow Community Facilities to confirm the most effective and efficient delivery of streetscape services moving forward.

22. Our conclusion is that the contract extension has been through an appropriate procurement and approval process.

Albany Pool

23. A report on ‘lessons learnt’ and highlighting the key causes of the request for increased funding was presented to the Strategic Procurement Committee in August 2017. This was also presented to the Finance and Performance Committee and the Audit and Risk Committee.

24. In August 2017 the Head of Internal Audit also reported independently to the Audit and Risk Committee on the reasons underlying the budget increase.

25. Our conclusion is that while there were defects in the management of the project, there has been no attempt to hide these issues. The matters have been fully reported.

Wheelers Book Club Contract Extension

26. This extension is with respect to purchase of the core libraries book collection. The initial three-year term was scheduled to come to an end as at 31 December 2016. Council officers reported that a high quality of service had been received through the first three years of the contract. There was a right of renewal under the contract for two years. As part of the extension negotiations Wheelers agreed to provide additional services to council which represented a cost saving to council.

27. Our conclusion is that the contract extension has been through an appropriate procurement and approval process.

Project 17

28. The budget increase was requested due to an increase in scope of the services provided as a result of contract negotiations. The reporting and resolution recognised that the increase would need to be approved by the Finance and Performance Committee as part of the Annual Plan process for 2017/2018 and as part of the long-term plan process for subsequent years.

29. Our conclusion is that the request for increased funding has been through an appropriate procurement and approval process.

Westgate Multi- Purpose Facility

30. The budget increase request arose due to the delay between the original budget approval and the result of the tender process (30 months). The original budget was set at the time the Tenders and Procurement Committee granted approval to tender the work in March 2014. The increase effectively arose due to design changes to enhance the integration of Library and Community Facilities, and due to a change in market conditions – in particular the cost of trades and materials.

31. Our conclusion is that the request for increased funding has been through an appropriate procurement and approval process

Artillery Drive Tunnelling

32. The increase in budget was due to unforeseen ground conditions. Risks around ground conditions had been identified as a key risk. The nature of the ground conditions was such that it could not have been forseen by the original geotechnical investigations performed prior to the award of the original tender.

33. Our conclusion is that the request for increased funding has been through an appropriate procurement and approval process.

Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe /
Local impacts and local board views

34. The views of local boards have not been sought for this report, as it contains matters that relate to management and at a council-group scale.

Tauākī whakaaweawe Māori / Māori impact statement

35. The matters contained in this report have no particular impact on Māori.

Ngā ritenga ā-pūtea / Financial implications

36. No decisions are being sought from this committee which have a financial implication.

Ngā raru tūpono / Risks

37. There are no decisions being sought from the committee which require an assessment of risk.

Ngā koringa ā-muri / Next steps

38. No further steps required.

Ngā tāpirihanga / Attachments

There are no attachments for this report.

Ngā kaihaina / Signatories

Author	Mark Maloney - Head of Internal Audit
Authoriser	Phil Wilson - Governance Director

Audit and Risk Committee

28 May 2018

Quarterly health and safety performance report

File No.: CP2018/07714

Te take mō te pūrongo / Purpose of the report

1. To receive the quarter three report on Auckland Council’s health and safety performance and to update the committee on the new Health and Safety Policy Statement and Health and Safety Framework.

Whakarāpopototanga matua / Executive summary

2. Auckland Council’s strategic health and safety vision is ‘to become a leading organisation for health and safety by 2020’.

3. Over quarter three, most of our key health and safety metrics continue to track in the right direction.

Ngā tūtohunga / Recommendation/s

That the Audit and Risk Committee:

a) receive the quarter three report on the council’s health and safety performance.

b) refer this report to the Governing Body so that elected members can fulfil their duties under the Health and Safety at Work Act 2015.

Horopaki / Context

4. Under the Health and Safety at Work Act 2015, all elected members are deemed ‘officers’ and must exercise a duty of due diligence in relation to health and safety. These quarterly reports provide information which assists elected members to carry out their role under the legislation.

Tātaritanga me ngā tohutohu / Analysis and advice

Key metrics

5. The council’s key safety indicators include four key metrics: Lost Time Injury Frequency Rate (LTIFR); near misses; unsafe conditions; and corrective actions/critical risks. The quarter three performance for each of those metrics is set out below.

Lost time Injury Frequency Rate

6. In 2015 the council set an aspirational LTIFR of <2.25. This measures the number of lost time injuries per one million hours worked. For quarter three this target continues to trend downwards which means the council is performing well. Refer to Table 1 below.

7. In quarter three we introduced the Total Recordable Injury Frequency Rate (TRIFR) measure. This measures the number of all Lost Time Injuries and Medically Treated Injuries standardized over a period of 1,000,000 working hours. The reason we have introduced this additional measure is because:

· this is the preferred measure among organisations with mature health and safety cultures

· using this measure, which has a wider scope, tends to lead to more detailed reporting on incidents and emerging risks. It can also provide greater insight into causal factors and identify ‘hot spots’ within an organisation

· It is considered a more accurate reflection of an organisation’s risk profile and approach to injury prevention.

8. We will track and publish TRIFR as well as LTIFR. While we have not yet set a target for TRIFR, it is expected that we will see it continue its downward trend.

Summary of lost injury trends

	Trend	Apr	Mar	Feb
Rolling LTIFR (indicative)		1.86	1.97	2.13
Rolling TRIFR (NEW)		14.00	14.53	14.67
Number of Lost Time Injuries		0	0	0
Number of all injuries inclusive of first aid, medical treatment and lost time		17	28	27

Near misses and unsafe conditions

9. The Risk Manager System continues to be developed to improve reporting on near misses and unsafe conditions. During quarter three, compared to the previous quarter, the number of reported:

· unsafe conditions decreased by five per cent

· near misses decreased by 19 per cent.

Corrective actions/critical risks

10. The Risk Manager System also allows us to identify and categorise our ‘critical risks’ (hazards present in the business which if they occurred have the potential for a critical outcome, e.g. fatality, permanent disability, or significant loss of plant/equipment) and track corrective actions. This is vital to drive improvement and reduce risk.

11. In quarter three, 45 per cent of corrective actions were completed. This is not a welcome trend – it indicates that people leaders are not completing actions allocated to mitigate risks.

12. At the same time, however, we have seen our incident response rates increase, which indicates that our people leaders are responding to the system and notifications sent to them. This is an improvement on previous months.

13. The charts below show the critical risks that have been identified within the council and the trends. Violence remains the highest critical risk.

Rolling year trend - critical risks

Critical risks – quarterly

Risk	Quarterly Trend	Q 3	Q 2	Q 1
Violence		24%	39%	31%
Mental health		7%	1%	2%
Lone Working	-	1%	1%	6%
Items falling from height		11%	2%	7%
Fatigue		7%	8%	8%
Explosive atmosphere	-	0%	0%	1%
Driving		22%	16%	22%
Control of substance hazardous to health (COSHH)		3%	1%	3%
Confined space		2%	1%	1%
Mains plant and equipment	-	1%	1%	0%
Water safety		23%	31%	18%
Working at height		1%	0%	0%
Lifting operations, lifting equipment	-	0%	0%	0%

Our Charter

14. In April 2018 the council launched Our Charter. One of its themes is health, safety and wellbeing. It sets the following expectations across the council:

· we put the health and safety of our people and the people of Auckland first

· we empower all people working at the council group to stop work and speak out if they see unsafe work practices so we can build a safer workplace

· we recognise the importance of maintaining a work-life balance that supports our people to be their best

· we know what to do to meet health and safety requirements

· we speak up and stop work in order to prevent harm to ourselves or others

· we make sure we have the right training, knowledge and experience for the work we do

· we're mentally and physically fit to do the job

· we take care of ourselves and ask for help when needed.

15. The bottom line in Our Charter is that our people will not compromise health, safety and wellbeing at work. The council will not tolerate any behaviours that cause others harm or bring the council group into disrepute, and disciplinary action or dismissing an employee may occur if they have not met the principles of Our Charter, supporting standards, guidelines and procedures.

16. The chief executive and the mayor recently signed the new Health and Safety Policy Statement. See Attachment B.

17. The statement is supported by the new Health and Safety Framework. See Attachment C.

Due diligence duties

18. As officers, elected members have the duties set out in the table below. This also shows measures underway to support those duties.

Duty	Support provided
Duty 1 - Acquire and keep up-to-date with health and safety knowledge and matters	To ensure elected members and senior management are well informed and up to date on health and safety matters, training has been ongoing. A refresher session is being arranged for the Governing Body this year.
Duty 2 - Understand council’s operations and associated hazards/risks	A health and safety site visit plan for the chief executive, executive lead team members and elected members is in place. The Health Safety and Wellbeing Committee under the new framework has been realigned to the executive lead team. This will create better visibility and understanding of council operations and the health and safety risks in their parts of the organisation.
Duty 3 - Ensure the council has appropriate resourcing and processes to eliminate/minimise risks	A key focus of the current strategy is to build capability within the organisation and to prioritise high risk business areas. A corporate training programme has now been agreed mandating all people leaders to complete a one day Managing Safely course. This course has been developed from the Institute of Occupational Safety and Health’s own Managing Safely course, a well-respected and known international standard. We have trained 120 managers to date and have set a target of 400 by the end of the year. We have prioritised high risk departments for this training first.
Duty 4 - Ensure the council has appropriate processes for receiving and considering information regarding incidents, hazards and risks and for responding in a timely way to that information	A management framework is now in place. It is designed to ensure robust safety governance, processes, guidance and positive behaviours around health and safety. Risk Manager is also working effectively as our reporting tool for unsafe conditions, incidents and near misses.
Duty 5 - Ensure the council has, and implements, processes for complying with any duty or obligation	The chief executive and mayor have recently signed the Health and Safety Policy Statement and this has been implemented alongside the new Health and Safety Framework. It focuses on developing the right behaviours across the whole organization, including our CCOs. In short being open, honest, working with others, embracing safety, communicating clearly and trusting your instincts. The new framework sets the rules for how safety is expected to be managed.
Duty 6 -Take reasonable steps to verify the provision and use of resources and processes through reviews and audits	Workplace Safety Management Practice audits no longer operate. The council has identified the Worksafe replacement, SafePlus scheme, as an appropriate replacement for external validation of its safety management systems. Staff are developing an assurance framework for use within the council.

Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe /
Local impacts and local board views

19. Briefings for elected members, including local boards, have been provided from February 2018. To date ten local board sessions were delivered to 61 elected members with the remaining ten local board sessions to be delivered in 2018 through the elected member development programme, Kura Kawana. The Great Barrier Local Board did not want to undertake this training at this time.

20. This report will be provided to all local boards and a briefing on this report.

Tauākī whakaaweawe Māori / Māori impact statement

21. Council staff are working with the Independent Māori Statutory Board and the council’s co-governance entities, such as the Tūpuna Maunga Authority, Te Poari o Kaipātiki ki Kaipara, the Ngāti Whātua Ōrākei Reserves Board and Te Motu a Hiaroa (Puketutu Island) Trust to ensure they have information and support to comply with their duties under the legislation.

Ngā ritenga ā-pūtea / Financial implications

22. There are no financial implications.

Ngā raru tūpono / Risks

23. The risk of non-compliance with health and safety is recorded in the council’s top risk register. As set out above, controls are in place to monitor and respond to critical risks through Risk Manager.

Ngā koringa ā-muri / Next steps

24. Staff will continue with the implementation of the Health and Safety Strategy, embedding the new Health and Safety Framework, and complete the council’s Wellbeing Strategy by the end of the fourth quarter of the 2017/2018 financial year.

Ngā tāpirihanga / Attachments

No.	Title	Page
a ⇩	Graphs and Charts	73
b ⇩	Health and Safety Policy Statement	77
c ⇩	Health and Safety Framework	79

Ngā kaihaina / Signatories

Author

Oliver Sanandres - Head of Health, Safety and Wellbeing

Authorisers

Patricia Reade - Director People and Performance

Phil Wilson - Governance Director

Audit and Risk Committee

28 May 2018

NewCore Programme closure report

File No.: CP2018/07782

Te take mō te pūrongo / Purpose of the report

1. To provide Audit and Risk Committee with the NewCore Programme closure report including post implementation review.

Whakarāpopototanga matua / Executive summary

2. The NewCore business case was approved in November 2012 as a core building block in the rationalisation and simplification of business processes critical to achieving the transformation of key customer-facing services and ongoing operational efficiency.

3. The multi-year programme was successfully deployed across all of Auckland Council with a number of phased ‘Go Lives’ in 2016 and 2017 with the full solution implemented in July 2017.

4. NewCore was delivered on time, within the agreed scope and at $3.5 million less than the approved budget.

5. A benefit realisation framework has been put in place with on-going tracking of the achievement of benefits, both financial and non-financial, identified within the NewCore business case.

6. Regulatory Services have experienced some issues embedding the NewCore solution and additional Information Services department resource has been provided to ensure any final issues are resolved and the solution optimised in order to ensure benefits fully realised.

Ngā tūtohunga / Recommendation/s

That the Audit and Risk Committee:

a) note the closure report for NewCore including the post implementation review.

b) note that this report is the formal closure of the NewCore Programme.

c) note that a post-implementation review will be carried out by the Internal Audit department and completed by December 2018.

Horopaki / Context

7. The NewCore business case was approved in November 2012 as a core building block in the rationalisation and simplification of business processes critical to achieving the transformation of key customer-facing services and ongoing operational efficiency.

8. The NewCore Programme progressed over a number of years and mid programme did experience some technical complexities not anticipated in the original business case. A reset phase was scheduled in 2014 and concluded with a reset of original programme timelines and a reset of the programme’s budget.

9. A business case revision following the reset phase, reconfirmed the strategic case for NewCore as unchanged and that NewCore remained a critical component to achieving operational efficiencies.

10. NewCore was delivered on time, with full completion in July 2017 within the agreed scope and at $3.5 million less than the approved budget.

11. The benefits of the programme were both financial and non-financial in nature.

12. Non-financial benefits include improving customer experience, helping staff and reducing operational risk and complexity.

13. Financial benefits are categorised as either Information Services benefits (benefits primarily from consolidation of the information technology environment) or business benefits (as a result of simplified processes and a reduction in administration support). Total financial benefits as per the business case revision are confirmed as $8.9 million per annum on ‘Go Live’ or $89 million across the Long-term Plan 2018-2028.

14. A benefit realisation framework has been put in place with on-going tracking of the achievement of benefits identified within the NewCore business case.

15. Regulatory Services have experienced some issues embedding the NewCore solution. These include the integration of two systems and automation of certain processes that require significant effort to complete within NewCore. Adjustment to Regulatory billing is a particular focus along with matching of online payments to minimise manual bank reconciliation effort.

16. Additional Information Services department resource has been provided to ensure these final issues are resolved and the solution optimised in order to ensure benefits fully realised.

17. For more information of the achievements of the NewCore Programme, including lessons learnt refer to the NewCore Programme closure report (Attachment A).

Next Steps

18. A post-implementation review will be carried out by council’s Internal Audit Department. That report is due to be completed by the end of this calendar year.

Ngā tāpirihanga / Attachments

No.	Title	Page
a ⇩	NewCore Programme closure report	113

Ngā kaihaina / Signatories

Authors

Mark Denvir - Director ICT

Paul Tombleson – Project Manager

Authorisers

Kevin Ramsay - General Manager Corporate Finance and Property

Matthew Walker - Acting Group Chief Financial Officer

Phil Wilson - Governance Director

Audit and Risk Committee

28 May 2018

Exclusion of the Public: Local Government Official Information and Meetings Act 1987

That the Audit and Risk Committee:

a) exclude the public from the following part(s) 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 follows.

This resolution is made in reliance on section 48(1)(a) of the Local Government Official Information and Meetings Act 1987 and the particular interest or interests protected by section 6 or section 7 of that Act which would be prejudiced by the holding of the whole or relevant part of the proceedings of the meeting in public, as follows:

C1 Auckland Council and Group financial year end 30 June 2018 reporting and audit requirements

Reason for passing this resolution in relation to each matter

Particular interest(s) protected (where applicable)

Ground(s) under section 48(1) for the passing of this resolution