I hereby give notice that an ordinary meeting of the Council Controlled Organisation Oversight Committee will be held on:

 

Date:

Time:

Meeting Room:

Venue:

 

Tuesday, 27 October 2020

1.00pm

Room 1, Level 26
135 Albert St
Auckland

 

Kōmiti Aromātai Whakahaere Kaupapa Kei Raro

I Te Maru O te Kaunihera /

Council Controlled Organisation Oversight Committee

 

OPEN ADDENDUM AGENDA

 

 

MEMBERSHIP

 

Chairperson

Deputy Mayor Cr Bill Cashmore

 

Deputy Chairperson

Cr Angela Dalton

 

Members

Cr Josephine Bartley

Cr Tracy Mulholland

 

Cr Dr Cathy Casey

Cr Daniel Newman, JP

 

Cr Fa’anana Efeso Collins

Cr Greg Sayers

 

Cr Pippa Coom

Cr Desley Simpson, JP

 

Cr Linda Cooper, JP

Cr Sharon Stewart, QSM

 

Cr Chris Darby

IMSB Chair David Taipari

 

Cr Alf Filipaina

Cr Wayne Walker

 

Cr Christine Fletcher, QSO

Cr John Watson

 

Mayor Hon Phil Goff, CNZM, JP

Cr Paul Young

 

IMSB Member Hon Tau Henare

 

 

Cr Shane Henderson

 

 

Cr Richard Hills

 

 

(Quorum 11 members)

 

 

Michelle Judge

Kaitohutohu Mana Whakahaere / Governance Advisor

21 October 2020

 

Contact Telephone: 021723228

Email: michelle.judge@aucklandcouncil.govt.nz

Website: www.aucklandcouncil.govt.nz

 

 


Council Controlled Organisation Oversight Committee

27 October 2020

 

 

ITEM   TABLE OF CONTENTS                                                                                         PAGE

    

8          Summary of Council Controlled Organisation Oversight Committee information items (including the forward work programme) - 27 October 2020                         5

9          Liaison councillors' updates                                                                                      13

10        Proposed review of non-substantive council-controlled organisations               15

11        Proposed name for merged entity                                                                             27 

PUBLIC EXCLUDED

Procedural motion to exclude the public                                                                              35

C1       CONFIDENTIAL: Proposed name for merged entity                                               35  

      


Council Controlled Organisation Oversight Committee

27 October 2020

 

 

Summary of Council Controlled Organisation Oversight Committee information items (including the forward work programme) - 27 October 2020

File No.: CP2020/14670

 

  

 

Te take mō te pūrongo

Purpose of the report

1.       To note the progress on the forward work programme appended as Attachment A.

Whakarāpopototanga matua

Executive summary

2.       This is an information-only report which aims to provide greater visibility of information circulated to Council Controlled Organisation Oversight Committee members via memoranda/briefings or other means, where no decisions are required.

3.         No information items have been circulated to the committee for noting in this report. The forward work programme is attached.

4.         Note that, unlike an agenda report, staff will not be present to answer questions about the items referred to in this summary.  Governing Body members should direct any questions to the authors.

 

Ngā tūtohunga

Recommendation/s

That the Council Controlled Organisation Oversight Committee:

a)      note the progress on the forward work programme appended as Attachment A of the agenda report.

 

Ngā tāpirihanga

Attachments

No.

Title

Page

a

Forward Work Programme

7

      

Ngā kaihaina

Signatories

Author

Michelle Judge - Kaitohutohu Mana Whakahaere / Governance Advisor

Authoriser

Alastair Cameron - Manager - CCO Governance & External Partnerships

 



Council Controlled Organisation Oversight Committee

27 October 2020

 

 

 

Kōmiti Aromātai Whakahaere Kaupapa Kei Raro I Te Maru O te Kaunihera / CCO Oversight Committee
Forward Work Programme 2020

This committee deals with the performance monitoring of CCOs and other entities in which the council has an equity interest. The committee are to have a general overview and insight into the strategy, direction and priorities of all CCOs, set policy relating to CCO governance and approve the CCO statements of intent.

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 in 2020

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Quarterly, Half-Year and Annual Reports

CCO Governance and External Partnerships.

Under the LGA and LGACA the council must regularly undertake performance monitoring of the CCO to evaluate its contribution to meeting its objectives, and the desired results identified in the SOI.

Receive quarterly reports, receive and adopt half yearly and annual reports.  The CCO will present to the CCO Oversight committee twice a year on their performance.

Progress to date:

First quarter reports were received for substantive council-controlled organisations December 2019.

Second quarter reports received for substantive council-controlled organisations March 2020.

Third quarter reports were scheduled for June 2020; however this meeting was cancelled due to COVID-19.

 

 

 

 

 

 

 

 

 

 

 

 

Legacy CCO Review

CCO Governance and External Partnerships.

Auckland Council’s nine legacy CCOs have been operating in the same model since amalgamation, and it is timely to review their status as CCOs.

To agree a set of criteria that will guide a review of Auckland Council’s legacy CCOs and the sequence of their review.

Report to be provided in October 2020.

 

 

 

 

 

 

 

 

 

 

 

 

Ports of Auckland statement of corporate intent

CCO Governance and External Partnerships.

Under the Port Companies Act, the council provides feedback to Ports of Auckland Limited (POAL) on its statement of corporate intent.

Decision: To consider POAL’s final statement of corporate intent.

Progress to date: The draft statement of corporate intent was received by the Governing Body on 27 August 2020.

Once POAL has provided a final version, the council may consider it to see how well POAL has reflected its comments.

Report to be provided in October 2020.

 

 

 

 

 

 

 

 

 

 

 

 

CCO ‘Scan the Horizon’ Workshops

CCO Governance and External Partnerships

The Te Pae Tāwhiti: Scanning the Horizon workshops have been designed to ensure that the Governing Body and CCO Board members have the opportunity to meet to better understand each other's roles, priorities and ways of working.  The focus is on discussing the medium to long term opportunities and challenges.

 

At the CCO Oversight Committee workshop on 27 November 2019, a list of issues that the elected members would like to discuss with the CCOs was created. Staff will work through this list and develop a workshop schedule, which will be presented to the committee for approval in the February meeting.

The topics and sequencing of these workshops is being developed and will be agreed early in 2020.

 

Future of these workshops being considered as part of CCO Review.

 

Progress to date:

Workshops have been held as follows –

ATEED - February 2020

Auckland Transport - March 2020

Watercare - July 2020 (Governing Body workshop)

Panuku Development Ltd – TBC

Regional Facilities Auckland – TBC

 

 

 

 

 

 

 

 

 

 

 

 

Liaison Councillor Updates

CCO Governance and External Partnerships

Mayor Phil Goff has appointed a list of six CCO liaison councillors to attend the board meetings of the CCOs allocated to them, and report back to this committee. 

To receive updates from the CCO Liaison Councillors.

Progress to date:

Principals and draft protocols for the liaison councillor role were agreed in February 2020

 

 

 

 

 

 

 

 

 

 

 

 

CCO Review

CCO Governance and External Partnerships

As per the CCO Review: Terms of Reference (Agreed on by GB on 26/11/2019 – Res: GB/2019/127), an independent review panel conducted a review of Auckland Council’s Substantive Council-Controlled Organisations.

The recommendations from the CCO Review report were agreed on by GB on 27/08/2020 (Resolution Number: GB/2020/89).

It was agreed that that the implementation team report on the programme and proposed approach timing to the CCO Oversight Committee within three months and that progress reports on the implementation of the programme are provided to the CCO Oversight Committee at 6-monthly intervals.

To receive updates on the implementation and progression of the 64 summary recommendations of the CCO Review

An implementation workshop will take place in October.

The work programme will be presented to the committee for approval in November.

 

Progress to date:

A programme update was received in February 2020

The CCO Review was received by the Governing Body in August 2020.

 

 

 

 

 

 

 

 

 

 

 

 

Merged Entity Draft SOI

CCO Governance and External Partnerships

As agreed at Governing Body on 27/08/2020, the Oversight committee are to approve a Statement of Intent for the merged entity (resulting from the amalgamation of RFA and ATEED) covering the period 1 December 2020 to 30 June 2021. 

(Resolution number: GB/2020/90)

This will include the consolidation of the current performance measurement framework and budgets for ATEED and RFAL.

To approve a draft statement of intent for the merged entity resulting out of the amalgamation covering the period 1 December 2020 to 30 June 2021

 

 

 

 

 

 

 

 

 

 

 

 

Merged Entity Final SOI

CCO Governance and External Partnerships

As agreed at Governing Body on 27/08/2020, the Oversight committee are to approve a Statement of Intent for the merged entity (resulting from the amalgamation of RFA and ATEED) covering the period 1 December 2020 to 30 June 2021. 

(Resolution number: GB/2020/90)

This will include the consolidation of the current performance measurement framework and budgets for ATEED and RFAL.

To approve a statement of intent for the merged entity resulting out of the amalgamation covering the period 1 December 2020 to 30 June 2021

The final SOI will be presented to the committee in November.

 

 

 

 

 

 

 

 

 

 

 

 

Merged Entity – new name

Following decisions at the Governing Body on 27 August 2020, the CCO Oversight committee are to approve a new name for the merged entity (resulting from the amalgamation of RFAL and ATEED) covering the period 1 December 2020 to 30 June 2021. 

(Resolution number: GB/2020/90)

To approve the new name for the merged entity resulting from the amalgamation of RFAL and ATEED.

A report will be presented to the committee in October 2020.

 

 

 

 

 

 

 

 

 

 

 

 

Haumaru Housing – End of year results

CCO Governance and External Partnerships

Haumaru Housing is a new joint venture established by Auckland Council and The Selwyn Foundation.

This will ensure the long-term provision of affordable housing services for older people in Auckland.

Haumaru Housing will report to CCO Oversight Committee once a year to discuss performance and end of year results. Results will be presented in a workshop in October 2020.

 

 

 

 

 

 

 

 

 

 

 

 

City Rail Link Limited (CRLL) – end of year results

CCO Governance and External Partnerships.

CRLL has been established to govern and manage the delivery of the City Rail Link CRL), as part of an agreement between the Crown and Auckland Council to jointly fund the project.

The company has the full governance, operational and financial responsibility for the CRL, with clear delivery targets and performance expectations.

CRLL reports quarterly as part of the group report to the Finance and Performance Committee. CRLL will present to the CCO Oversight Committee twice a year to discuss performance and end of year results.

CRLL will attend the Committee meeting in October for a discussion on end of year results. Results will be presented in a workshop in October 2020.

 

Progress to date:

CRLL presented to Governing Body this year at a workshop on 19 August 2020.

 

 

 

 

 

 

 

 

 

 

 

 

Tamaki Regeneration Company (TRC) - End of year results

CCO Governance and External Partnerships

TRC is a Crown entity that is jointly owned by the government and Auckland Council.

TRC is leading urban regeneration activity in Tāmaki to achieve four strategic objectives; social transformation, economic development, placemaking and housing resource.

TRC will report to CCO Oversight Committee once a year to discuss performance and end of year results. Results will be presented in a workshop in October 2020.

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                                            

 

Completed

Lead Department

Area of work

Committee Role

(decision and/or direction)

Decision

CCO AGM Resolutions

CCO Governance and External Partnerships

Under the Companies Act 1993, the CCOs and other relevant entities must hold an annual meeting of their shareholders. 

Section 122(1) of the Companies Act and the constitutions also allow the company to forgo holding such a meeting if all the business required to be conducted at the meeting is done by written resolution.

To delegate the authority to Auckland Council’s chief executive to act as Auckland Council’s shareholder representative to execute a written resolution in lieu of an annual meeting. 

Authority delegated to council’s chief executive to act as council’s shareholder representation to the substantive council-controlled organisations and also Tāmaki Regeneration Company and City Rail Link Limited and sign written resolutions

 

(Resolution number CCO/2019/3)

Letters of Expectation

CCO Governance and External Partnerships

Council issues annually a letter of expectations to each of its substantive CCOs to inform the development of the CCOs’ Statements of Intent.

Seeking committee approval of the content of draft 2020/21 letters of expectation.

 

The Council Controlled Organisation Oversight Committee approved the proposed content for inclusion in the 2020/21 letters of expectation to substantive council-controlled organisations.

 

The committee also delegated authority to the Mayor to finalise and issue the 2020/21 letters of expectation to substantive council-controlled organisations based on the resolutions of this committee.

 

(Resolution number CCO/2019/2)

 

Draft SOIs

CCO Governance and External Partnerships

Under legislation CCOs must prepare an annual statement of intent and provide a draft to its shareholders by 1 March.  As shareholder council can provide comments on the drafts to CCOs.

Seeking committee approval of proposed shareholder comments on substantive and non-substantive CCO draft 2020/21 Statements of Intent.

 

The recommended comments on the draft SOIs (2020/2023) for the five substantive and three non-substantive CCOs were noted by the Governing Body, and it was agreed that the feedback focussed on the matters raised in the letters of expectation, statutory requirements, and any other council strategies which have not been adequately addressed in the draft statements of intent.

 

Governing Body agreed that the Mayor and the Chair of the CCO Oversight Committee will prepare letters containing the shareholder comments to be sent to all of the relevant CCOs and that the content of these letters be based on the feedback contained in this report with any deletions or additions based on feedback at the meeting. Governing Body also agreed that staff will record any feedback at the meeting that relates to performance or operational issues and ensure it is raised with the relevant CCOs.

 

Authority was delegated to the manager, CCO Governance and External Partnerships to finalise the shareholder feedback on the draft statements of intent for Manukau Beautification Charitable Trust, Contemporary Art Foundation and Community Education Trust Auckland.

 

(Resolution Number GB/2020/62)

 

Final SOIs

CCO Governance and External Partnerships.

Under legislation CCOs must deliver annually a final statement of intent to its shareholders by 30 June.

Seeking committee approval of final 2020/21 Statements of Intent from its substantive and non-substantive CCOs.

SOIs were approved by the committee in September 2020.

The Council Controlled Organisation Oversight Committee approved the 2020-2023 statements of intent at the September 2020 meeting, for: Auckland Transport, Auckland

Tourism, Events and Economic Development Limited, Panuku Development

Auckland Limited and Regional Facilities Auckland; and Community Education Trust

Auckland, Manukau Beautification Charitable Trust and Contemporary Art

Foundation.

 

The committee approved the 2020-2023 statement of intent for Watercare Services Limited, subject to

the requested modifications.

 

(Resolution number CCO/2020/10)

 


Council Controlled Organisation Oversight Committee

27 October 2020

 

 

Liaison councillors' updates

File No.: CP2020/14668

 

  

 

Te take mō te pūrongo

Purpose of the report

1.      To receive an update from liaison councillors to the boards of Council Controlled Organisations (CCOs).

Whakarāpopototanga matua

Executive summary

2.       In February 2020, the Council Controlled Organisation Oversight Committee resolved to establish the role of a CCO liaison councillor (Resolution number CCO/2020/3).

3.       The key purpose of the liaison councillor role is to develop trusting relationships with the CCOs, to allow a better exchange of information. Liaison councillors can act as a key point of contact when specific issues arise, and provide advice when issues are likely to be of high public interest. They can provide the CCO with Governing Body perspectives which may help board decision-making, while at the same time being able to provide Governing Body colleagues with information about the rationale and detail of board decisions.

4.       Liaison councillors are required to regularly report verbally to the CCO Oversight Committee, or in writing if unavailable to attend in person, about activities undertaken in the role and issues arising. This is the first meeting of the CCO Oversight Committee since the establishment of the liaison councillor role.

5.       Liaison councillors are allocated to each CCO as follows:

·        Auckland Tourism, Events and Economic Development: Cr John Watson

·        Auckland Transport: Deputy Mayor Bill Cashmore and Cr Chris Darby

·        Panuku Development Auckland: Cr Efeso Collins

·        Regional Facilities Auckland: Cr Richard Hills

·        Watercare: Cr Linda Cooper

 

Ngā tūtohunga

Recommendation/s

That the Council Controlled Organisation Oversight Committee:

a)      receive the updates from liaison councillors to the Council Controlled Organisations.

 

Ngā tāpirihanga

Attachments

There are no attachments for this report.     

Ngā kaihaina

Signatories

Author

Michelle Judge - Kaitohutohu Mana Whakahaere / Governance Advisor

Authoriser

Alastair Cameron - Manager - CCO Governance & External Partnerships

 


Council Controlled Organisation Oversight Committee

27 October 2020

 

 

Proposed review of non-substantive council-controlled organisations

File No.: CP2020/14669

 

  

 

Te take mō te pūrongo

Purpose of the report

1.       To approve a framework and timing for a review of the status of Auckland Council’s non-substantive council-controlled organisations.

Whakarāpopototanga matua

Executive summary

2.       Auckland Council has 14 smaller or non-substantive council-controlled organisations, which are mostly charitable trusts which were established by the legacy councils.

3.       There are several reasons to undertake a review of the non-substantive council-controlled organisations: some of the council-controlled organisations would like more clarity about their place in the council family, and there may be better ways to deliver the outcomes that the council-controlled organisations are involved in delivering.

4.       We have developed a framework to guide a review of the governance model of the non-substantive council-controlled organisations. It covers six factors which are based on the advantages and disadvantages of delivering activities at arm’s length.

5.       These could also guide future council decisions about whether to be involved in establishing a new charitable trust, as opposed to providing funding or in-kind support.

6.       We propose that the reviews are done individually and are staggered because of resource constraints within the department. The exact timing will depend on the availability of resources, but it is possible that some will not start until 2022.

 

 

Ngā tūtohunga

Recommendation/s

That the Council Controlled Organisation Oversight Committee:

a)      approve the council undertaking a review of the status of non-substantive council-controlled organisations on the proposed timing in the report.

b)      approve the proposed framework that will be used to guide a review of the status of the existing non-substantive council-controlled organisations:

i)        how important it is to be able to access special expertise, skills or knowledge, whether of decision-makers (trustees) or staff

ii)       how likely it is that the activity may attract funding from philanthropic sources

iii)      how important it is to maintain links with other council functions or services

iv)      how important it is to have the opportunity to respond faster and more flexibly and to tailor processes to specific objectives

v)      the scale of the activity in comparison to the costs of maintaining CCO status (e.g. monitoring, appointment and audit costs)

vi)      whether the CCO status will affect the perception of equity with other parties that are eligible for council funding or support

c)      note that within current resources, some of the reviews may not start until 2022.

d)      note that the Māngere Mountain Education Trust is currently undertaking a review of its trust deed.

 

 

Horopaki

Context

7.       Auckland Council has 14 smaller council-controlled organisations (referred to as ‘non-substantive council-controlled organisations’ throughout this report to distinguish them from the substantive council-controlled organisations). Table 1 provides a summary of these organisations. 

8.       Nearly all are charitable trusts which were established before amalgamation by one or more of the former councils. They are mostly locally focused and provide community services, as well as manage assets on behalf of communities. The two exceptions to this are Auckland City Water Limited and Lutra Limited, which were set up and acquired by Watercare.

Table 1: list of non-substantive (legacy) council-controlled organisations

1.      

 

Name

Auckland Council appointment rights

Activities

Area of operation

 

1

Community Education Trust Auckland (COMET)

 

12 of 12 trustees

COMET Auckland addresses educational needs from early childhood to life-long learning. The trust originally served the area of Manukau City, but in 2012 amended its trust deed to cover the Auckland region.

Auckland region

 

2

Māngere Mountain Education Trust

Four of eight trustees

Māngere Mountain Education Trust operates an education center on Te Pane o Mataoho / Māngere Mountain. The Trust was established in the 1990s. Māngere Mountain Education Trust has a funding agreement with the Māngere-Ōtāhuhu Local Board.

Māngere-Ōtāhuhu

 

3

Contemporary Arts Foundation

Five of eight trustees

The Contemporary Art Foundation supports contemporary art in Aotearoa New Zealand through Te Tuhi’s exhibition and education programmes. It was formerly the Pakuranga Arts and Cultural Trust.

Auckland region

 

4

Arts Regional Trust, Te Taumata Toi-a-Iwi

Nine of nine trustees

Arts Regional Trust, Te Taumata Toi-a-Iwi, contributes to the development of the arts and culture ecosystem in Tamaki Makaurau through advocacy, facilitating collaboration and joint projects. It was originally formed after the Auckland Regional Services Trust was dissolved.

 

Auckland region

 

5

Highbrook Park Trust

Four of four trustees

The Highbrook Park Trust was established in August 2000 to acquire, establish, and maintain a park on the Waiouru Peninsula next to the Highbrook Business Park. In August 2015, Auckland Council extended the Highbrook Park Trust agreement for another 15 years with five yearly reviews.

Howick and Māngere-Ōtāhuhu

 

 

6

Manukau Beautification Charitable Trust

12 of 12 trustees

Manukau Beautification Trust activates communities by coordinating environmental education, community events and beautification projects all over South Auckland, in all six southern local boards.

The area of the former Manukau City

 

7

Te Motu a Hiaroa Management Trust

Four out of 12 trustees (Watercare also has four)

The Puketutu Island Rehabilitation Project is Watercare Services Limited’s long-term programme to deposit biosolids in an excavated site on Puketutu Island. As part of establishing this programme, Watercare set up the trust to manage the rehabilitation of the island and facilitate conversion into a regional park.

Three iwi entities hold the freehold title to Te Motu a Hiaroa through a land-owning trust, Te Motu a Hiaroa (Puketutu Island) Charitable Trust.

Māngere-Ōtāhuhu

 

8

Mount Albert Grammar School Community Swimming Pool Trust

Three out of five trustees (one must be a member of the Albert-Eden Local Board)

The Mount Albert Grammar School Community Swimming Pool Trust was formed through a partnership between the Auckland City Council and the Mount Albert Grammar School. The Trust has sub-licensed the entire facility to Auckland Council.

Albert-Eden

 

9

Te Puru Community Charitable Trust

Nine out of nine trustees

Te Puru Community Trust was formed 2002 to complete and operate Te Puru Community Centre in Beachlands.

Franklin

 

10

Westhaven Marinas Limited

The council has delegated this to Panuku Development Auckland Limited, which appoints three trustees to Westhaven Marina Limited

The Westhaven Marina Limited is the sole corporate trustee of two subsidiary trusts - Westhaven (Existing Marina) Trust and Westhaven (Marina Extension) Trust, which manage the Westhaven marina assets and occupation rights. Westhaven Marina Limited appoints a manager to supervise, direct and control the management and operation of the two subsidiary marinas.

9.       Waitematā

 

11

Westhaven (Existing Marina) Trust

Westhaven Marinas Limited is the sole corporate trustee

 

12

Westhaven (Extension) Trust

 

 

Watercare’s council-controlled organisations*

13

Auckland City Water Limited

One director (chair of Watercare) 

Auckland City Water Limited is a subsidiary of Watercare. It was originally established by Metrowater Limited for the sole purpose of name protection. It transferred to Watercare in November 2010 and is a non-active company.

N/A

 

14

Lutra Limited

Three directors

Lutra Limited provides software and process engineering services to the water industry. Watercare acquired 66 per cent of Lutra Limited in 2019.

New Zealand

 

* Although Watercare has set up or acquired these organisations (and appoints their directors), they are still Auckland Council council-controlled organisations because the council has indirect control.

The council’s role with council-controlled organisations

10.     As the trustee appointer of a council-controlled organisation, the council’s main ways to hold it to account are by:

·   appointing trustees (where the council has the right to make more than half of the appointments of trustees, that trust is a council-controlled organisation under the Local Government Act 2002 (LGA)). 

·   setting the strategic direction through the statement of intent. In 2019, the council made ten of the 14 council-controlled organisations exempt from preparing a statement of intent (resolution FIN/2019/92).

·   monitoring its performance through half-year and annual reports.

11.     In its role as a governor for local assets and services, the council (either the Governing Body or local boards) can also provide a grant or contract with a council-controlled organisation for the delivery of activities or services. The two roles of council are not necessarily related.

 Council organisations

12.     The council also has the right to appoint trustees to between 20 and 30 ‘council organisations’, which is an organisation where the council has a minority of appointment rights. Despite the name, council organisations are more distant from the council than council-controlled organisations. These are all local charitable trusts and incorporated societies.


 

 

13.     Governance of council organisations (which consists largely of trustee appointments) has been delegated to local boards, although a local board may choose not to exercise these rights. The CCO Governance and External Partnerships department occasionally provides advice to local boards about their governance role for these organisations, as required. Over time, the number of COs has reduced through natural attrition and is likely to continue to do so. Therefore, we have excluded council organisations from the scope of this review. 

Permanence of charitable trusts

14.     All of the non-substantive council-controlled organisations (and most of the council organisations) are charitable trusts. Although charitable trusts have tax advantages, once the council has set one up, they tend to be relatively permanent and difficult to change.

15.     Only the trustees have the ability to change the terms of the trust deed or wind up the trust; although the council may appoint a majority of trustees, it has no ability to change the trust’s strategic objectives, beneficiaries or purpose. Over time, this can cause conflict where the council and the trust may have a different view about what the priorities or direction should be.

Tātaritanga me ngā tohutohu

Analysis and advice

Non-substantive council-controlled organisations

16.     Given that it has been ten years since the council was first established, it is timely to consider the status of these organisations as council-controlled organisations. Since the amalgamation, there has been a substantial focus on the substantive council-controlled organisations, including the recent independent review. The nine smaller council-controlled organisations have not undergone any substantial review.

17.     There are several reasons to undertake a review of the non-substantive council-controlled organisations:

·   Several of the council-controlled organisations would like more clarity about their place in the council family and whether the council still wants them to be council-controlled organisations.

·   For at least some of the non-substantive council-controlled organisations there are better ways to achieve the desired outcomes which are likely to be more appropriate. For example:

-    A facilities partnership where the council is making substantial investment in a long-lived asset which is or will be owned by someone other than the council.

-    Grants and contracts for short-term or operational funding. The council (usually a local board) can maintain accountability through a funding agreement.

·   As well as reviewing the governance model, it is worthwhile to revisit to check that an organisation’s purpose and objectives are consistent with the Auckland Plan.

Framework to guide the review

18.     We have developed a framework to guide a review of the governance model of the non-substantive council-controlled organisations.

19.     It covers six factors which are based on the advantages and disadvantages of delivering activities at arm’s length (refer the right-hand box of Figure 2). We derived them from a review of best practice and relevant literature, including the recent independent review of the substantive council-controlled organisations.

20.     For the function or service that each non-substantive council-controlled organisations, each factor’s relative importance will be assessed which leads to an overall assessment of which of three different governance models is most suitable (delivery by the council, a council-controlled organisation or an independent charitable trust). These are described in detail in Attachment A.  

21.     These could also guide future council decisions about whether to be involved in establishing a new charitable trust, as opposed to providing funding or in-kind support.

22.     The factors are not intended to be a prescriptive assessment, but rather to act as a guide to assess whether the benefits of more independence are outweighed by the costs or risks, or the converse. This will inform whether the council should continue to support that activity, whether to deliver it ‘in-house’, whether the council-controlled organisation status is still appropriate, or whether it should become a standalone charitable trust but continue to receive council funding or support. In some situations, a local board may take a greater role in decision-making.

Decision-making

23.     For a trust, the trustees must approve any decision to amend the terms of the trust deed, reconstitute it or wind it up i.e. the council does not exercise direct control over these trusts, as it would with the substantive council-controlled organisations. This means that the future of each trust (and to an extent the timing and outcome of each review) is dependent on the views of the trust.

Timing of the reviews

24.     We propose that the reviews are done individually and are staggered because of resource constraints within the department. The exact timing will depend on the availability of staff within the department to do this, but it is possible that some will not start until 2022.

25.     We are currently inputting into Māngere Mountain Education Trust’s (MMET) review of its trust deed.


 

Table 1: Proposed review timeframes

Organisations

Proposed timing of review

·   Māngere Mountain Education Trust

In progress

·   COMET Auckland

·   Arts Regional Trust

·   Manukau Beautification Charitable Trust

·   Te Puru Charitable Trust

·   Contemporary Art Foundation

·   Highbrook Park Trust

NB: COMET Auckland has asked that the review of its governance structure is done sooner rather than later.

·   Mount Albert Grammar School Community Swimming Pool Trust

The review can occur once there has been a decision about the future of the swimming pool.

·   Te Motu a Hiaroa Management Trust

We began a review with Te Motu a Hiaroa Management Trust in 2019, however in February 2020 it resolved to defer this until a spatial plan for the motu has been developed. The review can occur once this has been completed.

·   Marina trusts and company

The review should be initiated once the strategy is complete. The independent review of the substantive council-controlled organisations recommended that the council develop a marina strategy.

·   Auckland City Water Limited

Watercare to advise whether there is still a need for this company

 

26.     We recommend that Lutra Limited is excluded from the review. Because it has only recently been acquired, we do not recommend that it is reviewed in the near term. The board of Watercare should continue to report to this committee on whether it has achieved its objectives when it acquired a stake in the company.

Tauākī whakaaweawe āhuarangi

Climate impact statement

27.     There are no specific climate impacts associated with the advice in this report.

Ngā whakaaweawe me ngā tirohanga a te rōpū Kaunihera

Council group impacts and views

28.     The non-substantive CCOs have been involved during the development of these proposals, and have been consulted on the framework and the work programme for reviews.

 

29.     There is a general view that the smaller CCOs have been looking for more certainty about their relationship with the council for some time, and agree that there is a need for a review. Therefore, they are supportive of the review, and generally supportive of the framework above.

30.     There is no significant impact on the substantive CCOs.

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

Local impacts and local board views

31.     Although the organisations are mostly local in nature, governance of CCOs is a governing body function.

32.     Some of the non-substantive CCOs have strong relationships with the relevant local boards.  Local boards which have a relationship with one of the CCOs will be consulted and kept informed during the review of each organisation.

Tauākī whakaaweawe Māori

Māori impact statement

33.     Two of the smaller CCOs have strong Māori interests.

34.     Māngere Mountain Education Trust is a partnership with tangata whenua to operate an education centre on Te Pane o Mataoho.  The other trustee appointers are Makaurau Marae and Pukaki Marae.  Tangata whenua will be closely involved in the process for the review. 

35.     Te Motu a Hiaroa Management Trust makes decisions about the management of Te Motu a Hiaroa (commonly known as Puketutu Island).  The motu is highly significant to Māori.  It was transferred to a separate iwi trust as part of the settlement of Watercare’s resource consent application to deposit biosolids.

Ngā ritenga ā-pūtea

Financial implications

36.     There are no direct financial implications associated with the recommendations in this report. There may be financial implications depending on the outcome of each review.

Ngā raru tūpono me ngā whakamaurutanga

Risks and mitigations

38.     Uncertainty over the status of the non-substantive council-controlled organisation may hamper their ability to plan strategically for the future, which would be exacerbated if reviews are more complex and take longer than anticipated.  This can be mitigated by planning carefully, communicating with the organisations and providing adequate resource.

Ngā koringa ā-muri

Next steps

39.     We will continue to progress the reviews as outlined in this paper.  We will report the outcome of these reviews to this committee and seek approval for any decisions that must be made by Auckland Council. 

 


 

 

 

Ngā tāpirihanga

Attachments

No.

Title

Page

a

Proposed framework for the review of non-substantive council-controlled organisations

25

     

Ngā kaihaina

Signatories

Author

Sarah Holdem - Principal Advisor

Authoriser

Alastair Cameron - Manager - CCO Governance & External Partnerships

 


Council Controlled Organisation Oversight Committee

27 October 2020

 

 



Council Controlled Organisation Oversight Committee

27 October 2020

 

 

Proposed name for merged entity

File No.: CP2020/15169

 

  

 

Te take mō te pūrongo

Purpose of the report

1.       To provide an update on the process used to develop recommendations from the board of Regional Facilities Auckland Limited (RFAL) to council on a name for the merged entity, resulting from the amalgamation of RFAL and Auckland Tourism, Events and Economic Development Limited (ATEED) planned for 1 December 2020.

Whakarāpopototanga matua

Executive summary

2.       At the Governing Body meeting on 27 August 2020, the council agreed to the establishment of a merged council-controlled organisation (CCO) entity by amalgamating RFAL and ATEED.

3.       The Auckland Council Chief Executive was delegated the ability to undertake all necessary steps and execute all necessary documents, on behalf of the council as shareholder, other than merged entity board appointments or name, to facilitate the transition to and establishment of the merged entity by 1 December 2020 [GB/2020/90].

4.       Staff from RFAL and ATEED have been working jointly to develop a final shortlist of viable merged entity names for consideration by the new board of RFAL, with a final decision to be made by the CCO Oversight Committee.

5.       The merged entity will have an establishment name (which covers legal and trading purposes) and a Te Reo Māori name.

6.       The development of the Te Reo Māori name is proceeding on a slightly longer timeframe. A process is underway, facilitated by Ngā Mātārae in conjunction with the Mana Whenua Kaitiaki Forum and individual iwi, to develop a Te Reo Māori name.  The Independent Māori Statutory Board has also been engaged.

7.       Naming parameters have been used to guide the RFAL board’s development of the establishment name and will also guide the Te Reo Māori name.

8.       The name development and shortlisting process has been an iterative process with progressive refinement.  It has been informed by; elected member, Mana Whenua and key stakeholder engagement, ATEED and RFAL employee research and engagement, desktop research on international best practice, creative name development, legal appraisal and consideration of brand strategy and the merged entity’s brand and audience landscape.

9.       The establishment name and a Te Reo Māori name for the merged entity will be represented visually as wordmarks.  The Auckland Council Group brand guidelines prescribe the design for the merged entity wordmarks including the font, the colour palette and the pohutukawa logo. The merged entity name/wordmarks will not replace existing lifestyle brands or the destination brand - the Auckland ‘A’.

10.     Confirmation of the establishment name is targeted by 30 October 2020 to enable timely completion of legal amalgamation steps and rollout for ‘day one’ of the merged entity.

11.     Should the committee fail to agree to the preferred or alternative name, the default name position for the purposes of legal amalgamation would be Regional Facilities Auckland Limited. 

12.     Existing RFAL and ATEED budgets have met the costs to date and the rollout costs for change of name will be funded by re-prioritising existing ATEED and RFAL budgets

 

Ngā tūtohunga

Recommendation/s

That the Council Controlled Organisation Oversight Committee:

a)      note the information contained in this report enables transparency on the topic due for discussion in the public excluded part of the meeting.

b)      note that the Regional Facilities Auckland Limited board has recommended to the committee a preferred name for the merged entity and an alternative option, which is the subject of a confidential report on this meeting agenda.

 

Horopaki

Context

13.     Having considered the recommendations from the independent panel review of council-controlled organisations, at the Governing Body meeting on 27 August 2020, the council agreed to the establishment of a merged CCO entity by amalgamating RFAL and ATEED [GB/2020/90].

14.     The Auckland Council Chief Executive was delegated the ability to undertake all necessary steps and execute all necessary documents, on behalf of the council as shareholder, other than merged entity board appointments or name, to facilitate the transition to and establishment of the merged entity by 1 December 2020 and to support the ATEED and RFAL boards in executing the transition and merger process.

15.     Under this process ATEED merges into RFAL, with RFAL being the surviving entity. RFAL will continue to exist as the merged entity and ATEED will be dissolved (noting the merged entity will have a new name).

16.     The new RFAL board was established from 14 September 2020, with Mark Franklin as Chair.  The current ATEED board remains in place until 30 November 2020.

17.     A project was established in early September 2020, led jointly by staff from RFAL and ATEED, to develop a final shortlist of viable merged entity names for consideration by the board of RFAL, with a final decision to be made by the CCO Oversight Committee.

Tātaritanga me ngā tohutohu

Analysis and advice

Naming approach

18.     A Te Reo Māori name and an establishment name are being developed in parallel, guided by common naming parameters as set out below. 

19.     The establishment name has two components:

i.    the legal name for the purposes of company registration, which is used primarily for contracts, employment agreements etc (for example, Vodafone New Zealand Limited).

ii.    the trading name which reflects how customers, employees and stakeholders refer to the entity (for example, Vodafone).

20.     Confirmation of the establishment name is targeted by 30 October 2020 to enable timely completion of legal amalgamation steps and rollout for ‘day one’ of the merged entity.

21.     The Te Reo Māori name may be available in the same timeframe, however this is not necessary for the legal amalgamation.  A process is underway, facilitated by Ngā Mātārae in conjunction with the Mana Whenua Kaitiaki Forum and individual iwi, to develop a Te Reo Māori name, referencing the naming parameters set out later in this report.

22.     Protocols for when and how the Te Reo Māori and establishment names are to be used will need be confirmed in due course, considering the naming parameters.  This might reflect initially some high level principles that evolve over time. 

Visual representation – CCO wordmark

23.     An establishment name and a Te Reo Māori name for the merged entity will be represented visually as wordmarks, as illustrated by current examples below. 

24.     The Auckland Council Group brand guidelines prescribe the design for the merged entity wordmarks including the font, the colour palette and the pohutukawa logo. The design of the final CCO wordmarks will be consistent with the latest version of the brand guidelines when the new names are launched.

 

 

 

 


Naming parameters

25.     The following naming parameters have been used to guide the RFAL board’s development of both the establishment name and will also guide the Te Reo Māori name.  See table 1 below.

Table 1: Naming parameters for merged entity

Naming parameters

Reflect what the merged entity will do and the range of economic and cultural activity of the entity

Support the merged entity’s draft 2020/21 Statement of Intent purpose and goals (SOI to come to CCO Oversight Committee in November 2020): 

‘Enriching cultural and economic life in Tāmaki Makaurau by creating and sharing experiences and opportunities’

Drive investment and support Auckland businesses to innovate and thrive

Tell the Auckland story

Enhance Auckland as a culturally vibrant city

Provide experiences and opportunities for all

Be easily understood by key domestic and international audiences, including: Aucklanders, employees, stakeholders, investors, skilled migrants and international students

Be a name that conveys energy, vitality, action and creativity

Include the word ‘Auckland’ (for establishment name)

Be a timeless name that won’t date

Not be easily converted to an acronym as ATEED and RFA have been

Be ‘ownable’ as a company name and relevant domain names and social media handles

 

Scope – what is in and out

26.       The merged entity name/wordmarks will not replace existing lifestyle brands or the destination brand - the Auckland ‘A’.

27.       The merged entity will be responsible for a ‘house of brands’ e.g. Proctor & Gamble, rather than being a ‘branded house’ e.g. Westpac.

28.       The brand and audience landscape illustrated in table 2 below summarises the merged entity brand family and draws attention to the key audiences for each lifestyle and commercial brand in the stable.

29.       The brand and audience landscape has influenced the final name shortlist process.   The merged entity name / wordmark needs to embrace the entire brand family, and especially serve the merged entity’s business and stakeholder audiences as well as employees.

30.       Importantly, the brand of the merged entity is more than its name or wordmark. A simple name, easily understood, relevant to key audiences and flexible enough to cover the breadth of the merged entity’s remit is an excellent starting point. The merged entity brand will then be built over time by the sum of:

·        the experiences both audiences and employees have with the merged entity

·        the personality, tone-of-voice, photography and videography style of all marketing and communications.

Table 2: Merged entity brand and audience landscape

Process

31.     The name development and shortlisting process led jointly by staff from ATEED and RFAL has been an iterative process with progressive refinement, informed by the following:

·        Elected member engagement

·        Mana whenua engagement

·        Employee research and engagement

·        Desk research on international best practice

·        Creative name development

·        Key stakeholder engagement

 

·        Legal appraisal

·        Consideration of brand strategy and the merged entity’s brand and audience landscape (outlined above)

Elected Member engagement

32.     Councillors and local board chairs were invited by email to send any name suggestions they might have, to inform an initial shortlist of names against the naming parameters.  The responses indicated support for a Te Reo Māori name.

33.     An informal meeting of the Mayor and Councilors followed, to discuss the naming approach and a preliminary shortlist.  From this preliminary shortlist councillors were invited to indicate their top two preferred names and any additional name.

Mana whenua engagement

34.     As a priority, the new RFAL Board Chair invited the chairs of the Mana Whenua Kaitiaki Forum (MWKF) and Independent Māori Statutory Board (IMSB) to meet with the new Board, with a view to covering the following topics:

·        Respective strategic objectives and aspirations

·        A future shared agenda

·        Future terms of engagement

·        Participation in the process to present name recommendations to the CCO Oversight committee.

35.     The MWKF Co-Chairs have indicated their support for the merged entity having a Te Reo Māori name.   They also support a process led by Ngā Mātārae, in conjunction with the Forum and individual iwi to develop a Te Reo Māori name.

36.     This process has commenced, with Ngā Mātārae developing name options for the Forum and individual iwi to consider, referencing the naming parameters set out earlier in this report. The Independent Māori Statutory Board has been engaged, and have also acknowledged receipt of the RFAL Chair’s invitation. 

Employee research and engagement

37.     All RFAL and ATEED employees were surveyed on an initial merged entity name shortlist and were also invited to submit alternative name suggestions. Participation was good with 242 responses received. A large number of staff suggested new names which included Te Reo Māori in them.  The insights from this employee research helped iterate and refine the next update to the name shortlist.

Desktop research on international best practice

38.     A desktop review of similar organisations world-wide identified the following key insights:

·    A strong alignment between place name / brand e.g. Auckland ‘A and organisation brand

·    Short, simple names centred on the name of the place

·    Consistent application of the place name / brand across multiple sub-brands e.g. Film, Invest, Conventions etc.

Creative name development

39.     An external agency was utilised to generate merged entity name ideas using the naming parameters set out in this report.  These ideas also contributed to the shortlist.


 

 

Key stakeholder engagement

40.       Individual conversations with a range of key stakeholders were undertaken.  There was no strong pattern to preferences expressed but it highlighted the need for the merged entity name to be something simple yet broad and flexible enough to reflect both commercial and creative audiences. 

Legal appraisal

41.       Legal advisors to the merger process were instructed to provide a risk assessment on the availability of the final shortlist of names considered by the RFAL board for intellectual property (trademarks); social media handles; website domain and company name.

Recommendation of the RFAL board

42.       At its meeting on 2 October 2020, the board considered a final shortlist of names assessed with pros and cons to arrive at a preferred name recommendation and an alternative. 

Tauākī whakaaweawe āhuarangi

Climate impact statement

43.     A decision to agree a name for the merged entity will not have a material adverse impact on direct greenhouse gas emissions and the approach to reduce emissions.

44.     Te Tāruke-ā-Tāwhiri – Auckland’s Climate Plan was adopted by the council in July 2020 and costed actions for the council’s contribution to delivery of the plan are being developed for consideration as input to the 10-year budget (Long-term Plan).

45.     While rollout plans for the merged entity name are yet to be finalised, it is envisaged that environmental considerations will inform the development of any new physical collateral. Digital renaming will progress most quickly and physical assets/collateral will be replaced at end of life or if it is priority touchpoint (e.g. way-finding).

46.     Retaining existing lifestyle brands and the destination brand (Auckland ‘A) will also reduce wastage.

Ngā whakaaweawe me ngā tirohanga a te rōpū Kaunihera

Council group impacts and views

47.     The decision to approve a name for the merged entity will have largely minimal impacts on other parts of the council group, given that the merged entity will deliver the all functions and activities currently provided by ATEED and RFAL, with no new functions at this stage. Interactions and relationships between various council and CCO units and teams will also continue.

48.     The Auckland Council Group brand guidelines prescribe the design for the new merged entity wordmarks including the font, the colour palette and the pohutukawa logo. The design of the final CCO wordmarks will be consistent with the latest version of these guidelines when the new name is launched.

49.     The Auckland Council research, marketing, brand and communication teams have been informed and have provided advice during the naming recommendation process.

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

Local impacts and local board views

50.     The Governing Body has decision making responsibility for the governance of CCOs.

51.     As part of the naming development engagement process, all local board chairs were invited to send any name suggestions they might have, to inform an initial shortlist of names against the naming parameters.

Tauākī whakaaweawe Māori

Māori impact statement

52.     As outlined earlier in this paper, as a priority, the new RFAL Board Chair invited the chairs of the MWKF and IMSB to meet with the new Board, with a view to covering the following topics:

·        Respective strategic objectives and aspirations

·        A future shared agenda

·        Future terms of engagement

·        Participation in the process to present name recommendations to the CCO Oversight committee.

53.     The MWKF Co-Chairs have indicated their support for the merged entity having a Te Reo Māori name.   They also support a process led by Ngā Mātārae, in conjunction with the Forum and individual iwi to develop a Te Reo Māori name.  This process has commenced, with Ngā Mātārae developing name options for the Forum and individual iwi to consider, referencing the naming parameters set out earlier in this report.

54.     The IMSB has been engaged and have also acknowledged receipt of the RFAL Chair’s invitation. 

55.     A Te Reo Māori name for the merged entity supports the Māori Outcomes Performance Measurement Framework – Kia ora Tāmaki Makaurau, which was recently adopted by the council’s Parks, Arts, Community and Events Committee.

Ngā ritenga ā-pūtea

Financial implications

56.     Changing the name of an entity incurs costs.  The proposed will minimise the costs of change and includes:

·     the merged entity wordmark being created in-house by council staff

·     phased roll-out of the new name with key customer facing touchpoints (website, social media, stationery) occurring on day one

·     other changes for assets/ collateral occurring at their end of life, or as required.

57.     Existing RFAL and ATEED budgets have met the costs to date and the rollout for change of name will be funded by re-prioritising existing RFAL and ATEED budgets. 

58.     Agreement from relevant Finance staff on the implications of this advice has been gained.

Ngā raru tūpono me ngā whakamaurutanga

Risks and mitigations

59.     The RFAL board has considered the risks and proposed mitigations associated with the naming process for the merged entity.

60.     The preferred and alternative names have been assessed for availability. This process sought to identify if a third party has already taken the domain name, trademark, the social media handle or entity name globally. Any trademark registration of either name will be subject to further assessment.

61.     Confirmation of the establishment name is targeted by 30 October 2020 to enable timely completion of legal amalgamation steps and rollout for ‘day one’ of the merged entity.

62.     Should the committee fail to agree to the preferred or alternative name, the default position for the purposes of legal amalgamation would be the name Regional Facilities Auckland Limited. 

Ngā koringa ā-muri

Next steps

63.     Subject to approval of the preferred or alternative name by the committee, immediate next steps will include finalisation of legal amalgamation documentation, rollout of the merged entity name digitally and on priority physical touchpoints (e.g. way-finding).

 

Ngā tāpirihanga

Attachments

There are no attachments for this report.    

Ngā kaihaina

Signatories

Author

Sarah Johnstone-Smith - Principal Advisor

Authoriser

Alastair Cameron - Manager - CCO Governance & External Partnerships

    


Council Controlled Organisation Oversight Committee

27 October 2020

 

 

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

That the Council Controlled Organisation Oversight 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: Proposed name for merged entity

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

The public conduct of the part of the meeting would be likely to result in the disclosure of information for which good reason for withholding exists under section 7.

s7(2)(i) - The withholding of the information is necessary to enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations).

In particular, the report contains information that could prejudice the Regional Facilities Auckland Ltd. board’s negotiation position.

s48(1)(a)

The public conduct of the part of the meeting would be likely to result in the disclosure of information for which good reason for withholding exists under section 7.