Agenda of Appointments and Performance Review Committee

I hereby give notice that an ordinary meeting of the Appointments and Performance Review Committee will be held on:

Time:

Meeting Room:

Venue:

Tuesday, 25 August 2020

10.00am

This meeting will proceed via Skype for Business. Either a recording or written summary will be uploaded on the Auckland Council website

Kōmiti Mō Te Kopou Me Te Arotake Whakatutukitanga / Appointments and Performance Review Committee

OPEN AGENDA

MEMBERSHIP

Chairperson	Hon Phil Goff, CNZM, JP
Deputy Chairperson	Cr Christine Fletcher, QSO
Members	Cr Josephine Bartley
	Cr Pippa Coom
	Cr Chris Darby
	Cr Alf Filipaina
	Cr Richard Hills
	Cr Desley Simpson, JP
	IMSB Chair David Taipari
Ex-officio	Deputy Mayor Cr Bill Cashmore

(Quorum 4 members)

Suad Allie

Kaitohutohu Mana Whakahaere Matua / Senior Governance Advisor

18 August 2020

Contact Telephone: (09) 977 6953

Email: suad.allie@aucklandcouncil.govt.nz

Website: www.aucklandcouncil.govt.nz

Terms of Reference

Responsibilities

The Appointments and Performance Review Committee is established to:

1. review the chief executive’s performance and recommend to the Governing Body the terms and conditions of the CE’s employment including any performance agreement measures and annual remuneration

2. make appointments to Council-Controlled Organisations (CCOs), Council Organisations (COs) and exempt CCOs and COs, with the exception of Ports of Auckland Limited and Auckland International Airport Limited

3. receive updates on appointments to the council organisations, Ports of Auckland Limited and Auckland International Airport Limited, as well as any relevant updates on shareholder voting undertaken at Auckland International Airport Limited annual general meetings

4. approve policies relating to the appointment of directors and trustees to CCOs and COs.

Powers

All powers necessary to perform the committee’s responsibilities.

Except:

(a) powers that the Governing Body cannot delegate or has retained to itself (section 2)

(b) where the committee’s responsibility is limited to making a recommendation only

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.

1 Apologies

At the close of the agenda no apologies had 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 Appointments and Performance Review Committee:

a) confirm the ordinary minutes of its meeting, held on Thursday, 5 December 2019, 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.”

Appointments and Performance Review Committee

25 August 2020

Appointments and Performance Review Committee Forward Work Programme

File No.: CP2020/04053

Te take mō te pūrongo

Purpose of the report

1. To approve the committee’s forward work programme.

Whakarāpopototanga matua

Executive summary

2. This committee deals with making appointments and approving policies to Council-Controlled Organisations (CCOs), Council Organisations (COs) and exempt CCOs and COs, with the exception of Ports of Auckland Limited (POAL) and Auckland International Airport Limited (AIAL).

3. The committee also reviews and make recommendations to the Governing Body in relation to the chief executive’s employment. Additionally, the committee is also responsible for receiving updates to the council organisations, POAL and AIAL.

4. This forward work programme covers the period August 2020 to July 2021.

Ngā tūtohunga

Recommendation/s

That the Appointments and Performance Review Committee:

a) approve the forward work programme for the Appointments and Performance Review Committee

b) agree that the Appointments and Performance Review Committee forward work programme be reported monthly for information and reviewed on a six-monthly basis.

Ngā tāpirihanga

Attachments

No.	Title	Page
a ⇩	Appointments and Performance Review Committee forward work programme.	11

Ngā kaihaina

Signatories

Author	Suad Allie - Kaitohutohu Mana Whakahaere Matua / Senior Governance Advisor
Authoriser	Phil Wilson - Governance Director

Appointments and Performance Review Committee

25 August 2020

Kōmiti Mō Te Kopou Me Te Arotake Whakatutukitanga / Appointments and Performance Review Committee
Forward Work Programme 2020/2021

This committee deals with making appointments and approving policies to Council-Controlled Organisations (CCOs), Council Organisations (COs) and exempt CCOs and COs, with the exception of Ports of Auckland Limited and Auckland International Airport Limited. The committee also reviews and make recommendations to the Governing Body in relation to the chief executive’s employment. Additionally, the committee is also responsible for receiving updates to the council organisations, POAL and AIAL.
The full terms of reference can be found here: [Terms of Reference agreed 12 November 2019].

Area of work and Lead Department	Reason for work		Committee role (decision and/or direction)	Expected timeframes Highlight the month(s) this is expected to come to committee (from August 2020 – July 2021)
Area of work and Lead Department	Reason for work		Committee role (decision and/or direction)	Aug	Sep	Oct	Nov	Dec	Jan 2021	Feb	Mar	Apr	May	Jun	Jul
Auckland Regional Amenities Funding Board vacancy CCO Governance and External Partnerships.	The Auckland Regional Amenities Funding Act 2008 (the Act) established a model for funding ten specified regional amenities. The Act established two administrative bodies, the Funding Board and the Amenities Board. Auckland Council appoints six of the ten board members to the Funding Board. One of these board members is retiring on 31 May 2020, and a replacement is needed.		Progress to date: Waiting to approve Shortlisted Candidates – this programme will recommence in February 2021
Annual programme review for CCOs CCO Governance and External Partnerships.	In accordance with Auckland Council’s Appointment and Remuneration Policy for Board Members of Council Organisations (the policy – which is a requirement as per, Section 57(1) of the Local Government Act 2002 (LGA)). The committee are to make appointments and approve policies related to Council-Controlled Organisations.		To approve appointment/re appointment/vacancy/skill set/panel members. Progress to date: Commence the programme August 2020
Review of board remuneration appointment policy CCO Governance and External Partnerships.	In accordance with Auckland Council’s Appointment and Remuneration Policy for Board Members of Council Organisations (the policy – which is a requirement as per, Section 57(1) of the Local Government Act 2002 (LGA)). The committee are to make appointments and approve policies related to Council-Controlled Organisations.		To approve the board appointment and remuneration policy. Progress to date: Commence the review February 2021
Board intern programme CCO Governance and External Partnerships.	In 2013, Auckland Council approved a director intern programme known as the board intern programme Link to decision		To approve the appointment of five board interns for CCOs. Progress to date: Rescheduled to take place in March 2021
Highbrook Park Trust CCO Governance and External Partnerships.		Progress to date: An update report to be provided to the committee in March 2021
Te Puru CCO Governance and External Partnerships.	Appointment of 6 trustees and one reappointment	Progress to date: Seeking approval of candidates Report to the 25 August 2020 meeting
AWMM /MOTAT CCO Governance and External Partnerships.	Appointment and reappointment of members to the board	Progress to date: Seeking approval of candidates Report to the 25 August 2020 meeting

Appointments and Performance Review Committee

25 August 2020

2020 Board Appointment Programme for Auckland Council's Council Controlled Organisations and External Partnerships

File No.: CP2020/03613

Te take mō te pūrongo

Purpose of the report

1. To receive information regarding the reappointment of directors for the council-controlled organisations (CCOs) and note that a decision will be made in the confidential part of this meeting.

Whakarāpopototanga matua

Executive summary

2. Auckland Council’s annual board appointment programme will commence in August 2020.

3. This programme is being presented much later than in previous years due to the impact of the COVID-19 pandemic which has meant this committee has not met since December 2019.

4. The timeframe to complete the 2020 board appointment programme is shortened due to the effects of COVID-19 pandemic, staff have set out a very busy timeframe in order to complete most of the appointments by the end of the 2020 calendar year.

5. The timing of the CCO Review has also impacted the commencement of the board appointment programme. Therefore, the consideration of this process has been split into two with this first report considering those CCOs with director vacancies due to retirements and resignations, and those directors whose terms will end in October this year.

6. A second later report will be provided to this committee following the Governing Body’s consideration of the independent CCO Review panel’s recommendation to merge ATEED and RFA.

7. Three confidential reports on this agenda request the committee to make decisions regarding:

i) re/appointment of six trustees filling casual vacancies and one trustee on the Te Puru Community Charitable Trust

ii) re/appointment of board members to Auckland’s War Memorial Museum (AWMM) and the Museum of Transport and Technology (MOTAT)

iii) re/appointment of four CCO directors and one chairperson on council’s substantive CCOs, and

iv) to consider the skills and experience that should be used as search criteria to fill any vacancies.

v) to note two resignations and one retirement on three CCO boards

vi) to note that under the Auckland Council’s appointment and remuneration policy for board members of council organisations, some of the directors are at the outer limits of their tenures.

Ngā tūtohunga

Recommendation/s

That the Appointments and Performance Review Committee:

a) note that three confidential reports are included on today’s committee agenda that provide information to make decisions regarding:

i) directors of Auckland Council’s substantive CCOs whose terms of appointment are due to end on 31 October 2020, and a chairperson role for Panuku Development Auckland

ii) the skills and experience requirements for any vacancies created

iii) the selection panel membership

iv) trustees who are filling casual vacancies on a non-substantive CCO and now require formal approval from this committee

v) recommendations received from Regional Facilities Auckland regarding the board members on the Auckland War Memorial Museum and the Museum of Transport and Technology boards

b) note that the three reports are confidential due to the personal information contained in them.

Horopaki

Context

8. Auckland Council’s appointment and remuneration policy for board members of council organisations (the policy) provides that directors can serve up to two three-year terms on the board of substantive CCOs, and three three-year terms on non-substantive CCOs. Council may appoint a director or trustee for a further term if good reasons for doing so exist.

9. If vacancies result from the committee decisions to reappoint a director, a vacancy will be created, and the board appointment process for CCOs will be followed and is outlined in the table below:

Table 1. Board Appointment Process

Tātaritanga me ngā tohutohu

Analysis and advice

Process

10. The council’s policy sets a maximum tenure of six years for the directors of substantive CCOs and nine years for board members of non-substantive CCO’s in order to achieve a balance of experience and fresh thinking on individual boards.

11. However, the policy also recognises that sometimes there are good reasons to approve extensions beyond this, such as retaining the knowledge, skills and leadership on the board.

12. The confidential report on this agenda provides advice and options to assist the committee to make decisions regarding current vacancies, and directors terms that expire this year.

Options

Advantages

Disadvantages

Option One:

Council does not reappoint those directors whose tenure is ending

New skills brought onto the board.

If the council does not reappoint some directors on CCOs this would leave some boards with gaps in valuable institutional knowledge.

Option Two

Council reappoints those whose tenure is ending

Retains institutional knowledge at a time of uncertainty.

Staff believe there is benefit in maintaining a consistency of leadership on the board.

Succession planning can be more difficult but can be mitigated through ensuring a mix of new appointments and reappointments between now and 2023.

Inconsistent with council policy if the directors in question have exceeded the allowable length of service set out in the policy.

Tauākī whakaaweawe āhuarangi

Climate impact statement

13. There are no negative climate impacts as a result of the annual CCO board appointment programme.

Ngā whakaaweawe me ngā tirohanga a te rōpū Kaunihera

Council group impacts and views

14. The appointment of the best possible directors to the CCOs boards will have a positive impact on the council group.

15. Council’s appointment policy notes that board appointments will be made on the basis of the skills, knowledge and experience which the board as a whole requires to be effective with due regard to the benefits of diversity on the board.

16. Council’s Diverse and Inclusive Framework has a focus on increasing diversity on council-controlled organisations, and fostering a strong and diverse talent pipeline for its appointment process.

Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe

Local impacts and local board views

17. Board appointments to CCOs are the role of the Governing Body. Local boards can participate in the nomination process for each director vacancy. The nomination of a candidate requires the consent of that candidate.

Tauākī whakaaweawe Māori

Māori impact statement

18. The policy states that “the Selection Panel will interview and assess candidates against the required skills, knowledge and experience and may consider other factors such as:

· the council’s board diversity and inclusion policy (see section 4)

· candidates with knowledge of Te Ao Māori and established Māori networks.”

19. The policy therefore encourages the identification of experienced Māori directors for consideration for appointment to CCO and CO boards.

Ngā ritenga ā-pūtea

Financial implications

20. The costs associated with these appointments will be managed from existing budgets.

Ngā raru tūpono me ngā whakamaurutanga

Risks and mitigations

21. There are risks associated with all board appointments, specifically a reputation risk to:

i) ensuring all candidates are appropriately screened to meet the skill requirements for directors of a board such as this and that they have appropriate governance experience especially within public-facing entities.

22. To mitigate any potential risks of disqualified directors or under-qualified candidates the following controls are in place:

(a) a thorough due diligence process will be completed on all candidate applications in line with the council’s recruitment policy

(b) completion of the council’s director consent form prior to interview which requires directors to confirm that there is nothing that would disqualify them from being a director

(c) a thorough reference check of candidates who are approved for appointment to the CCOs and any other additional interviews as required.

Ngā koringa ā-muri

Next steps

23. Details regarding the next steps are provided in the confidential section for each of the three confidential reports on this agenda.

24. Following approval from this committee, staff from the CCO Governance and External Partnerships department and council’s external director recruitment support company (Kerridge and Partners) will progress the director appointment programme for the substantive CCOs. The proposed timeline is outlined below.

What	When (2020)
Advertising campaign	26 August - 16 September
Selection panel (calibration)	7 - 9 September
Selection panel (Longlist) meetings	17 - 18 September
Pre-interviews (Kerridge)	20 September - 2 October
Committee approve shortlist	3 November 2020 (Appointments and Performance Review Committee)
Interviews	28 October – 20 November
Reference check and due diligence	2 – 6 December
Committee approve preferred candidates	1 December 2020
Media release	2 December 2020
Induction by Auckland Council	3 December 2020

25. A second report will be provided to this committee at its September meeting to discuss and make decisions for two CCOs (Auckland Tourism, Events and Economic Development and Regional Facilities Auckland). The Governing Body will be considering the recommendations of the independent CCO review panel to merge these two organisations. If the merger is agreed to, a board of directors will need to be appointed. If the recommendation is not agreed to, decisions will need to be made about the make-up of the current boards of those organisations.

26. CCO Governance staff will follow up with the Franklin Local Board and Te Puru Chair, Mat Tucker regarding the trustee appointments.

27. RFA will liaise with the AWMM and MOTAT boards regarding the board re/appointments and organise for Letters of Appointment.

Ngā tāpirihanga

Attachments

There are no attachments for this report.

Ngā kaihaina

Signatories

Author

Josie Meuli - Senior Advisor

Authorisers

Alastair Cameron - Manager - CCO Governance & External Partnerships

Phil Wilson - Governance Director

Appointments and Performance Review Committee

25 August 2020

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

That the Appointments and Performance Review 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 CONFIDENTIAL Board Appointments to the Auckland War Memorial Museum and Museum of Transport and Technology

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