I hereby give notice that an ordinary meeting of the Appointments and Performance Review Committee will be held on:
Date: Time: Meeting Room: Venue:
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Tuesday, 3 November 2020 10.00am Room 1, Level
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Kōmiti Mō Te Kopou Me Te Arotake Whakatutukitanga / Appointments and Performance Review Committee
OPEN AGENDA
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MEMBERSHIP
Chairperson |
Hon Phil Goff, CNZM, JP |
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Deputy Chairperson |
Cr Christine Fletcher, QSO |
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Members |
Cr Josephine Bartley |
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Cr Pippa Coom |
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Cr Chris Darby |
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Cr Alf Filipaina |
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Cr Richard Hills |
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Cr Desley Simpson, JP |
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IMSB Chair David Taipari |
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Ex-officio |
Deputy Mayor Cr Bill Cashmore |
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(Quorum 4 members)
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Suad Allie Kaitohutohu Mana Whakahaere Matua / Senior Governance Advisor
28 October 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
(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.
Appointments and Performance Review Committee 03 November 2020 |
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ITEM TABLE OF CONTENTS PAGE
1 Apologies 7
2 Declaration of Interest 7
3 Confirmation of Minutes 7
4 Petitions 7
5 Public Input 7
6 Local Board Input 7
7 Extraordinary Business 8
8 Process for the appointment of board members to the Auckland War Memorial Museum, and the Museum of transport and technology 9
9 Process report for the appointment of directors to Auckland's council controlled organisations 13
10 Open process report for setting the Chief Executive's 2020/21 performance objectives 17
11 Consideration of Extraordinary Items
PUBLIC EXCLUDED
12 Procedural Motion to Exclude the Public 19
C1 CONFIDENTIAL Board Appointments to the Auckland War Memorial Museum and Museum of Transport and Technology 19
C2 CONFIDENTIAL: Board appointments to Auckland's council-controlled organisations 19
C3 CONFIDENTIAL: Setting the Chief Executive’s 2020/21 performance objectives (Covering report) 20
At the close of the agenda no apologies had been received.
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.
That the Appointments and Performance Review Committee: a) confirm the ordinary minutes of its meeting, held on Tuesday, 25 August 2020 and the extraordinary meeting on 8 September 2020 , including the confidential section, as a true and correct record. |
At the close of the agenda no requests to present petitions had been received.
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.
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.
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 03 November 2020 |
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Process for the appointment of board members to the Auckland War Memorial Museum, and the Museum of transport and technology
File No.: CP2020/13808
Te take mō te pūrongo
Purpose of the report
1. To receive information regarding the reappointment of directors for the Auckland War Memorial Museum and the Museum of Transport and Technology and note that a decision will be made in the confidential part of this meeting.
Whakarāpopototanga matua
Executive summary
2. Auckland Council appoints directors to the boards of the Auckland War Memorial Museum (AWMM) and the Museum of Transport and Technology (MOTAT). Regional Facilities Auckland (RFA) supports the board appointment process by undertaking the candidate selection process and making recommendations regarding appointments to the council.
3. The council appoints five of the ten members to the AWMM board. There are two board appointments to be considered this year by the council.
4. The council appoints six of the ten members to the MOTAT board. There are three board appointments to be considered this year by the council.
5. A confidential report is on this agenda requesting the committee to make decisions regarding the re/appointment of board members to AWMM and the MOTAT.
Recommendation/s That the Appointments and Performance Review Committee: a) note that there is a confidential report on today’s committee agenda that provides information to make decisions regarding 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 report is confidential due to the personal information contained in it, and the final appointment decisions will be made publicly available at the conclusion of the appointment process. |
Horopaki
Context
6. The board appointment process for appointing directors to any CCO and external partnership board is outlined in the diagram below.
7. The confidential reports on this agenda provide advice and options to assist the committee to make decisions regarding the shortlist candidates for interviews.
Diagram 1. Board Appointment Process
8. The significant difference in the process for these appointments compared to the appointment of CCO directors is that RFA supports the AWMM and MOTAT board appointment processes by undertaking the candidate selection process and making recommendations regarding appointments to the council.
9. The confidential report provides recommendations received from RFA regarding the board members on the AWMM and the MOTAT boards.
Links to legislation
10. The Auckland War Memorial Museum Act 1996 and the Museum of Transport and Technology Act 2000 govern the board appointment processes of these institutions. The advisory and management agreement requires RFA to recommend candidates to Auckland Council for these appointments.
11. A subcommittee of the RFA board has undertaken the candidate selection process for these appointments which is consistent with Auckland Council’s Appointment and Remuneration Policy for Board Members of Council Organisations.
12. A separate confidential paper on today’s agenda considers the recommendations made by RFA.
Auckland War Memorial Museum
13. Auckland Council appoints five of the ten members to the AWMM board based on RFA’s recommendations. Four board members are appointed by the Auckland Museum Institute, and one board member is appointed by Taumata-a-Iwi, AWMM’s Māori Committee provided for by the Auckland War Memorial Museum Act 1996.
14. RFA’s board appointment subcommittee has worked with the Auckland Museum Institute to jointly interview and identify candidates for the AWMM board.
Museum of Transport and Technology
15. Auckland Council appoints six of the ten members to the MOTAT board. The other four are appointed by the MOTAT Society.
16. RFA’s board appointment subcommittee worked with the deputy chair of the MOTAT board to jointly identify and interview candidates for the MOTAT board. The MOTAT Society runs a separate board appointment process for their appointments.
Tauākī whakaaweawe āhuarangi
Climate impact statement
17. There are no negative climate impacts as a result of the board appointments to AWMM and MOTAT.
Ngā whakaaweawe me ngā tirohanga a te rōpū Kaunihera
Council group impacts and views
18. There are no significant impacts on other parts of the council group as a result of these appointments, as AWMM and MOTAT are not part of the council group. However, both of these organisations receive significant funding from the council, and therefore the appointment of quality directors will help ensure that funding is used appropriately.
Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe
Local impacts and local board views
19. 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
20. 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.”
21. 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.
22. Council’s Diverse and Inclusive Framework has a focus on increasing diversity on external partnerships (and CCOs) and fostering a strong and diverse talent pipeline for its appointment process.
23. The policy therefore encourages the identification of experienced Māori directors for consideration for appointment to boards.
24. One AWMM board member is appointed by Taumata-a-Iwi. Taumata-a-Iwi is a committee established to ensure that the AWMM board’s policy aligns with Māori values, and matters enshrined in te Tiriti o Waitangi. Taumata-a-Iwi also advises on matters of Māori protocol within the museum and between the museum and tangata whenua at large.
25. The MOTAT board has a statutory duty to observe and encourage the spirit of partnership and goodwill envisaged by te Tiriti o Waitangi, including implications for Māori, and elements of Māori cultural property that only tangata whenua can provide appropriate care for.
Ngā ritenga ā-pūtea
Financial implications
26. The costs associated with these appointments will be managed from existing budgets.
Ngā raru tūpono me ngā whakamaurutanga
Risks and mitigations
27. 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.
28. 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
29. Details regarding the next steps are provided in the confidential section of the confidential report on this agenda.
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 03 November 2020 |
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Process report for the appointment of directors to Auckland's council controlled organisations
File No.: CP2020/14444
Te take mō te pūrongo
Purpose of the report
1. To provide an update on the programme of appointments to the boards of Auckland’s council-controlled organisations (CCOs).
Whakarāpopototanga matua
Executive summary
2. Auckland Council appoints directors to the boards of its council-controlled organisations.
3. On 25 August 2020, this committee approved the commencement of the annual board appointment programme for 2020. This included agreeing the relevant skills required to fill vacancies on the CCO boards (APR/2020/11).
4. The process for identifying and interviewing candidates for these roles continues, and a confidential report on this agenda asks the committee to make decisions on shortlisting candidates for vacancies on the boards of:
(i) Auckland Transport – two director vacancies
(ii) Panuku Development Auckland – chair and one director vacancy.
Recommendation/s That the Appointments and Performance Review Committee: a) note there is a confidential report on this meeting agenda requesting the committee make decisions regarding the shortlisting of candidates for interview for vacancies on the boards of Auckland’s council-controlled organisations. b) note that these reports are confidential due to the personal information contained in them, and that the final appointment decisions will be made publicly available at the conclusion of the appointment process. |
Horopaki
Context
5. The board appointment process for appointing directors to any CCO and external partnership board is outlined in the following table.
6. The confidential report on this agenda provides advice and options to assist the committee to make decisions regarding the candidates that were shortlisted for interviews.
Tātaritanga me ngā tohutohu
Analysis and advice
7. On 25 August 2020, this committee approved the commencement of the annual board appointment programme for 2020. This included agreeing the relevant skills required to fill vacancies on the CCO boards (APR/2020/11).
8. The process for identifying and interviewing candidates for these roles continues, and a confidential report on this agenda asks the committee to make decisions on shortlisting candidates for vacancies on the boards of:
(iii) Auckland Transport – two director vacancies
(iv) Panuku Development Auckland – chair and one director vacancy.
9. Candidates proposed for interview for the Watercare vacancy will be brought to the 1 December 2020 Appointments and Performance Review Committee meeting for consideration.
Tauākī whakaaweawe āhuarangi
Climate impact statement
10. 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
11. The appointment of appropriate directors to the CCO boards has an impact on the performance of the council group, however there is no significant impact on other parts of the council group as a result of the overall appointment programme.
Ngā whakaaweawe ā-rohe me ngā tirohanga a te poari ā-rohe
Local impacts and local board views
12. 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
13. Auckland Council’s appointment and remuneration policy for board members of council organisations (the policy) states that the council “values and supports the benefits that diversity of thought, experience and skills bring to our CCO Boards.
14. We recognise that increasing diversity and fostering inclusive Board culture is an essential element in supporting high performing boards, driving long-term success and delivering better outcomes for the communities of Auckland”.
15. The policy therefore encourages the identification of appropriately experienced Māori directors for consideration for appointment to CCO boards.
16. In addition, an Independent Māori Statutory Board member is involved in the appointment process by being a member of the selection panel. This ensures that a Māori perspective informs the recommendations of the selection panel during the shortlisting, interviewing and appointment processes.
17. The Independent Māori Statutory Board is also represented on this committee. This ensures a Māori perspective is brought to the decision-making process, and that the Independent Māori Statutory Board’s views are considered by the committee.
18. At the 25 August 2020 meeting this committee agreed to strengthen the focus areas in vacancy briefs by including the following statements in the common priorities for all director vacancy briefs (advertisements):
(i) Uphold the principles of the Treaty of Waitangi, readiness to promote improved outcomes for Māori and knowledge of Te Ao Māori established networks (APR/2020/10).
Ngā ritenga ā-pūtea
Financial implications
19. The costs associated with these appointments will be managed from existing budgets.
Ngā raru tūpono me ngā whakamaurutanga
Risks and mitigations
20. There are risks associated with all board appointments including:
i) Reputational: all candidates are appropriately screened to meet the skill requirements for appointment to entities such as these and that they have appropriate governance experience especially within public-facing entities. To mitigate any potential risks of disqualified directors or under-qualified candidates:
(a) a thorough due diligence process will be completed on all candidate applications in line with the council’s appointment policy
(b) short-listed candidates have completed 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) thorough reference checks of candidates who are approved for appointment to Auckland Transport are being conducted by Kerridge and Partners.
ii) Reputational: breach of privacy if confidential candidate information is provided to media outlets prior to final decisions being made by the committee. The risk is fewer and potentially less qualified candidates being attracted into future board appointment programmes. To mitigate the risk staff will continue to highlight the need for maintaining confidentiality during the board appointment programme.
iii) Governance: the risk of an unbalanced board where a loss of institutional knowledge impacts decision-making. Conversely, retaining board members for too long can mean the board lacks innovation and fresh thinking.
Ngā koringa ā-muri
Next steps
21. Staff will give effect to the committee’s resolutions.
22. The appointment of candidates to some vacancies is expected to be reported to this committee on 1 December 2020.
23. A media statement will be provided by the Mayor following the approval of the successful candidates.
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 03 November 2020 |
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Open process report for setting the Chief Executive's 2020/21 performance objectives
File No.: CP2020/15337
Te take mō te pūrongo
Purpose of the report
1. To agree a set of performance objectives for Auckland Council’s Chief Executive, Mr Jim Stabback, for the 2021 Financial Year (year ending 30 June 2021).
Whakarāpopototanga matua
Executive summary
4. Jim Stabback commenced as Auckland Council Chief Executive on 1 September 2020 on a five-year term. Given the appointment is part way through the current financial year, and the impact of the Emergency Budget on current year performance, council officers recommend that the first set of performance objectives for the incoming Chief Executive is for the current financial year, period ending 30 June 2021.
5. Subject to the decisions of this committee, the Chief Executive’s performance objectives will be recommended to the Governing Body which will consider this matter at its meeting on 26 November 2020.
6. The substantive discussion on this matter will take place in the confidential part of the agenda as it will involve the performance of the Chief Executive as well as the setting of performance objectives yet to be agreed between the Chief Executive and Governing Body.
Recommendation/s That the Appointments and Performance Review Committee: a) note that there is a confidential report included in the agenda that provides information regarding the setting of performance objectives for Auckland Council’s Chief Executive for the 2021 Financial Year (year ending 30 June 2021). |
Attachments
There are no attachments for this report.
Ngā kaihaina
Signatories
Authors |
Shameel Sahib - Head of Corporate Strategy Kurtis Bell - Integration Lead - Culture & Leadership |
Authorisers |
Patricia Reade - Acting Chief Executive Phil Wilson - Governance Director |
Appointments and Performance Review Committee 03 November 2020 |
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Exclusion of the Public: Local Government Official Information and Meetings Act 1987
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 |
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)(a) - The withholding of the information is necessary to protect the privacy of natural persons, including that of a deceased person. In particular, the report contains private information about candidates being appointed to the Auckland War Memorial Museum and Museum of Transport and Technology. |
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. |
C2 CONFIDENTIAL: Board appointments to Auckland's council-controlled organisations
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)(a) - The withholding of the information is necessary to protect the privacy of natural persons, including that of a deceased person. In particular, the report contains private information about candidates who have applied for director vacancies on the boards of Auckland Transport and Panuku Development Auckland. |
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. |
C3 CONFIDENTIAL: Setting the Chief Executive’s 2020/21 performance objectives (Covering report)
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)(a) - The withholding of the information is necessary to protect the privacy of natural persons, including that of a deceased person. In particular, the report contains information that relates to the setting of performance objectives that are yet to be agreed between the Governing Body and the Chief Executive. The committee may discuss matters relating to the performance of the Chief Executive. |
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. |