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
(c) the power to
establish sub-committees.
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.
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 Petitions
At the close of
the agenda no requests to present petitions had been received.
4 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.
5 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.
6 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.”
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Appointments
and Performance Review Committee
08 September
2020
|
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Board
Appointments - Auckland's Council-Controlled Organisations
File No.: CP2020/11271
Te take mō te
pūrongo
Purpose of the report
1. To
receive information regarding:
i) the
appointment of directors to the entity created by the merger of Regional
Facilities Auckland Limited (RFAL) and Auckland Tourism, Events and Economic
Development Limited (ATEED)
ii) amendment
of skills for the Auckland Transport director brief
iii) extending
the term of one director on the board of Watercare Services Limited.
2. Decisions
regarding these appointments will be made in the confidential part of this
meeting.
Whakarāpopototanga matua
Executive summary
3. On
Thursday 27 August 2020 the Governing Body agreed to merge RFAL and
ATEED.
4. The
intent is to have the merged entity operational by 1 December 2020.
5. An
important first step is for this committee to ensure an appropriate board of
directors is appointed as soon as possible. This will allow the board of
the new entity to make decisions to help guide the merger, and help ensure that
the current RFAL and ATEED’s work programmes will be continued by the new
entity.
6. A
confidential report on this agenda requests the committee to make decisions
regarding:
i) appointment
of directors and a chair to RFAL, as it will be the surviving legal entity
following the merger
ii) to
agree the terms of appointment of those directors
iii) agree
a board performance review be undertaken in June 2020.
7. It
is proposed that the board of the new merged entity will initially be comprised
of current ATEED and RFAL directors.
8. It
is also proposed that the directors appointed to the merged entity would be
appointed to the RFAL board as soon as practical, so they can oversee
preparation for the merger. The current ATEED board would remain in place
until that legal entity is wound up.
9. At
the 25th August meeting this committee approved decisions regarding
the board appointments and vacancies for its CCOs including Auckland Transport
and Watercare.
10. A
confidential report on this agenda requests the committee to make decisions regarding:
i) amendments to the brief for an Auckland
Transport director vacancy
ii) extending the appointment of
two directors to assist with continued expertise to the board during the period
of recruitment and hand-over of portfolios.
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Ngā tūtohunga
Recommendation/s
That the Appointments and
Performance Review Committee:
a) note
that two confidential reports are included on today’s committee agenda
that provide information to make decisions regarding:
i) the
appointment of directors and a board chair to Regional Facilities Auckland
Limited (RFAL)
ii) amendment
of the brief for the Auckland Transport director vacancy
iii) extension
of the appointment of one director on the board of Watercare Services Ltd.
|
Horopaki
Context
11. Following the
Governing Body’s decision to merge RFAL and ATEED, there is the need to
put in place a board of directors to oversee the merger, and to govern the new
entity.
12. The intent is
to have the merged entity operational by 1 December 2020.
13. It is
proposed that the usual director appointment process is not followed in this
instance, as council needs to appoint a board to implement the proposed merger
of RFAL and ATEED as soon as possible. The board needs to oversee the
preparation and implementation of the merger, and to govern the new entity from
day one of operations.
14. Instead, it
is proposed to make decisions regarding the skills and experience required on
the board of the merged entity, and to appoint directors directly from the
current ATEED and RFAL boards.
15. Following the
merger, RFAL will be the surviving legal entity. It is proposed to
appoint the directors for the new merged entity to the RFAL board immediately,
so they can oversee preparations for the merger, and be in place for day one
operations on 1 December 2020.
16. The current
ATEED board would remain in place until that entity is wound up.
17. Due to
timeframes we are unable to undertake the full process, however if vacancies
result from the committee decisions, the board appointment process for CCOs
will be followed and is outlined in the table below:
18. Staff have
been advised of recent information affecting the board of Auckland
Transport. The information impacts decisions already approved by this
committee at its meeting on Tuesday 25 August.
19. Staff are
seeking minor amendments to the decisions approved by this committee at its
meeting on Tuesday 25 August 2020 as outlined in the additional confidential
item on this agenda.
Tātaritanga me ngā
tohutohu
Analysis and advice
20. 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, with
due regard being given to the benefits of diversity on the board.
21. Council’s
Inclusive Auckland Framework has a focus on increasing diversity on
council-controlled organisations, and fostering a strong and diverse talent
pipeline for its appointment process.
22. The
council’s policy sets a maximum tenure of six years for the directors of
substantive 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.
23. However, the
policy also recognises that sometimes there are good reasons to approve
extensions beyond the two three-year and nine-year terms, such as retaining the
knowledge, skills and leadership on the board.
24. A
confidential report on this agenda provides advice to assist the committee to
make decisions regarding the appointment of a new board for RFAL who will work
with the board of ATEED to amalgamate the CCOs into the merged entity.
25. The
additional confidential report seeks approval for minor amendments to the decisions
approved by this committee at its meeting on Tuesday 25 August 2020 concerning:
i) changes
to skill requirements for a director vacancy
ii) short
extensions of reappointment for two directors to assist with the timing in
filling the vacancies and allowing for portfolio handovers.
Tauākī whakaaweawe
āhuarangi
Climate impact statement
26. There are no
negative climate impacts as a result of the proposed CCO board appointments.
Ngā whakaaweawe me
ngā tirohanga a te rōpū Kaunihera
Council group impacts and views
27. The
appointment of appropriate directors to the CCO boards has an impact on the
performance of the council group.
Ngā whakaaweawe
ā-rohe me ngā tirohanga a te poari ā-rohe
Local impacts and local board views
28. 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.
29. The views of
local boards have not been sought in relation to these appointments.
Tauākī whakaaweawe
Māori
Māori impact statement
30. Auckland
Council’s appointment and remuneration policy for board members of
council organisations 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.”
31. 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
32. The costs
associated with these appointments will be managed from existing budgets.
Ngā raru tūpono me
ngā whakamaurutanga
Risks and
mitigations
33. The risks
associated with board appointments include confidential information relating to
potential director appointments being made public. In past appointments
processes confidential information has been released to media outlets, prior to
this committee making its final decisions.
34. Breaches of
confidentiality can:
i) damage
trust and confidence in the council
ii) impact
future board appointment programmes
iii) reduce
the number of high-quality candidates
iv) reduce
the total number of candidate applications.
35. There are
risks that the merger may not be successfully implemented or that the new
entity will not be able to perform its functions from day one.
36. These risks
can be mitigated by having the merger overseen by a board made up of existing
RFAL and ATEED board members, as these directors will be familiar with the
activities of these entities, and therefore the activities that the new merged
entity will have to undertake.
Ngā koringa ā-muri
Next steps
37. Staff will give effect to the committee’s resolutions.
Ngā tāpirihanga
Attachments
There are no attachments for
this report.
Ngā kaihaina
Signatories
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Author
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Josie Meuli - Senior Advisor
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Authorisers
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Alastair Cameron - Manager - CCO Governance &
External Partnerships
Phil Wilson - Governance Director
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