Get up, stand up

This weekend is the Annual General Meeting of Te Runanga o Ngati Awa and I want to encourage you all to go.

It is our only chance to hear first-hand what TRONA has to say and be able to ask our own questions. Well at least this is what I’ve been taught to believe.

Last year’s meeting was my first TRONA AGM.

I went with a group from Wairaka determined to ask questions. We knew answers would be limited and, at some stage, we would be label radicals, activists, haters, wreckers, negative or nuances. But here’s the thing, we knew we had to go and do what we did.

We had all heard the stories about failing internet companies, luxury golf courses up north only that had crumbled at the first hurdles, castles being built in the name of men and a dysfunctional culture.

Some of our questions were answered, many were not.

It was this event that inspired this blog.

And as I look over the past 12 months I realise nothing much has really changed. I don’t expect to get too many answers out of this weekend and people are still labelling this blog as a part of a group of “negative nuances”.

But ten new faces on the TRONA board is a sign of what can be done by the people and I urge you to stand up and demand a change.

As always I begin with the warning that this is the information that I have collected, take from it what you will and make your own decisions about it. But always remember you can always go to this year’s AGM at Wairaka on Sunday if you want to ask our management and governors for yourself.

This week I picked up a TRONA annual report. After attending most of the board meetings this year I wasn’t expecting the bottom to have fallen out, but I still wanted to take a read before this weekend and on the first look things seemed good.

The document is sleek-looking with glossy pages and sharp images. It pumps up the Runanga and notches achievements from the past year including cutting costs “to bring the Runanga back into near positive cash neutral” and the restructuring of Development Ngati Awa.

But upon reading it again there are some glaring mistakes and concerning themes.

However rather than concentrating on spelling errors and minor details I wanted to start this post by reminding you of Jim Davies and the $3.8 million contract with the CO2 New Zealand Management company.

Mr Davies is a good, honest man who has worked in the area of forestry and farming for more than four decades. Up until July he was the chairman of the Ngati Awa Farm Committee.

However he was forced to resign after he received a letter from runanga chief executive Enid Ratahi-Pryor explaining the financial arm, Ngati Awa Group Holdings Ltd, had voted to remove him because he spoke to the media about concerns around the tribe’s carbon credit investment.

Since then NAGHL chairman Wira Gardiner has made himself Ngati Awa Farm committee chairman and Wilhelm Studer has been selected for the remaining spot.

And perhaps you agree that Mr Davies shouldn’t have spoken to the media but his forced resignation was quick, so quick he that he did not have time to give his last report.
But I wanted to share what Mr Davies had written in his report.

In it he said the report’s purpose was to state the “Farm Committee’s” position on the “CO2 Ngati Awa Farm Land Management Agreement”.

“Subsequent investigation by the Farm Committee revealed that a conflict in fact did arise because Graham Pryor was a NAGHL director as well as being General Manager at the Ngati Awa office. He was also an Iwi director at Tukia , plus having a vested interest and directorship at CO2 New Zealand Ltd, an Australian carbon trading company.”

As already outlined in previous posts Graham Pryor is one of five people on the board of Ngati Awa Group Holdings Limited (NAGHL).  The other members are Waaka Vercoe, Joe Mason, Brian Tunui and Sir Gardiner.

“In 2010, Mr Pryor, with NAGHL chairman Wira Gardiner, executed a $3.8 million contract with the CO2 New Zealand Management Company.

At the time Mr Pryor was a director of the CO2 New Zealand Management Company.

Sir Gardiner says Pryor did not become a director of NAGHL until after the contract with CO2 New Zealand Management Company was instigated. However a report from the NAGHL Audit committee says Mr Pryor was the one who received crucial legal advice about the deal before it had been signed on behalf of the tribal company.

Also identified in the audit committee report was that Mr Pryor had failed to disclose the potential conflict of interest and, more seriously, there was no policy to demand it.

Mr Pryor and Sir Gardiner had also executed the contract without prior approval from the rest of the NAGHL board.

At a meeting earlier this year Sir Gardiner said he had required Mr Pryor to resign as a director of the CO2 New Zealand Management Company when he became aware of the potential conflict of interest”.

Mr Pryor did so but he still remains within a stone’s throw of the deal as a director of a company called Tukia Group.

Set up by the six iwi involved in the Central North Island (CNI) forestry settlement, Tukia Group included Ngai Tuhoe, Ngati Tuwharetoa, Ngati Raukawa, Ngati Whare, Ngati Rangitihi and Ngati Whakaue.

In his report Mr Davies says Tukia Group is also tied up with two other companies, CO2 New Zealand Ltd and Carbon Energy.

 “This arrangement effectively places CO2 New Zealand and Carbon Enery in control of the group. In other words, a collection shell companies comprising a mere handful of principals. All names are readily available on the register, with one in particularly featuring throughout.

“CO2 New Zealand was designed to benefit from carbon opportunities that may arise from the Treelords deal, or any other Iwi management opportunities that may occur.”

And then there was also story in this week’s Beacon focussing on Mr Pryor and the Tukia Group.

For details sake the Companies Office lists CO2 New Zealand as having a 45 per cent shareholding in CO2 New Zealand Management Ltd company. The two companies have the same two Australian-based directors, Andrew William Thorold Grant and Harley Ronald Whitcombe but Mr Pryor is not listed as a director.

The story in the Beacon goes on to describe Mr Pryor as being the Tukia Group chairman and says the company continued to trade until June 30 2013, at which time shareholders agreed to cease operations and hand some assets back to the CNI iwi holdings.

It explains the settlement with the six central north Island iwi was worth $418 million and the story explains that Tukia Group was meant to be a joint venture that invested in natural resources. Each tribe advanced $550,000 to develop a geothermal opportunity at Tauhara. It does not mention the CO2 New Zealand Management company or its owner CO2 New Zealand Ltd.

But it does describe the failure of the Tukia Group and concerns from the other Iwi about its performance.

“Tuhoe Te Uru Taumatura chairman Tamati Kruger said Tuhoe advised other directors last year Tuhoe was no longer supportive of Tukia and advocated its early wind up,” the Beacon reports.

The story points to the company’s financial collapse as the reason for the concerns.

“Ngati Rangitihi is recorded as having a paid a further $85,000 according to its annual reports, but it is not clear why.

“Tuwharetoa paid an additional $1.25 million to bail out Tukia in 2011. Today Tukia still exists, but it is hard to determine in what form… Auckland firm Johnstone Associates is Tukia’s accountant but staff member Rupit Kshatriya will not comment on the state of the company, referring the Beacon to chairman Graham Pryor.

“Mr Pryor, also chairman of CNI signatory Te Mana o Ngati Rangitihi Trust, has not responded to questions from the Beacon.”

 A side bar said that according to an annual report that Te Mana o Ngati Rangitihi trust, which is part of the CNI deal and the organisation that Mr Pryor leads, Tukia had sold its 45 per cent in CO2 New Zealand Management Ltd.

Now, let’s not forget Mr Pryor was the man who facilitated the $3.8m deal between NAGHL and the CO2 New Zealand Management company. Described as “re-afforestation project" in the TRONA annual report, the contract was negotiated by Mr Pryor while he was still a director of CO2 New Zealand New Zealand Management and at least involved with the NAGHL board.

The TRONA annual report outlines that an agreement with “CO2 New Zealand Limited Partnership” was entered into on 20 October 2011.

“As part of this agreement along with the subsequent Carbon Sequestration Management services agreement entered into in July 2012 and variation agreement in January 2013, the group committed capital expenditure of establishment fees of $3, 186,177 through to 2017 and ongoing annual mangment fees of $164,749 per year for 2018-2020, $198,835 per year for 2021, $87,360 per year for 2022-2031 and $70,980 per year for 2032-2062.”

In other words, Ngati Awa will pay $6.6m ($6,630,150) to CO2 New Zealand Limited Partnership over the 50-year life of the project.  As at 30 June 2013 a payment of $1,912,527 has been made, despite a memo on 17 October, 2012, from NAGHL and Trona chief executive Mrs Ratahi-Pryor to Sir Gardiner that warned of conflict of interest concerning Mr Pryor.

The memo from Mrs Ratahi-Pryor also said that there was a “get-out-jail” clause because of the conflict of interest that could be enacted before December 2012.

Obviously the TRONA board did not remove Mr Pryor nor was he reprimanded for holding back crucial information at the time of the deal. In fact he was made chairman of the Investments Committee and Mr Vercoe, who wrote the first report to signal concerns in this area, was replaced as Audit Committee chairman by Brian Tunui.

So what I really want to know in this entire murky saga is: What exactly does Ngati Awa get from the $6.6 million contract with CO2 New Zealand Ltd?

Other questions on my mind are also:

- Why did the Runanga decide to write-off $181,000 owed by Ngati Awa Development Trust and $188,000 owed by Ngati Awa Research and Archives?

- Was the decision to pay the members of the new Ngati Awa Development Trust, that now includes members from Te Whare Wananga o Awanuiarangi, Ngati Awa Social and Health Services (NASH), Te Reo Irirangi o Te Manuka Tutahi and Ngat Awa Tertiary Training Organisation, to attend meetings included in the budgets?

- What do amounts do the NAGHL board members receive in fees or honorarium including the chairman and deputy chairman?

- Ngati Awa have committeed to a $6m ($6,281,000) mortgage from ANZ to pay for the Tumurau farm, which was bought last year - have any other partners been found for the 49 per cent, that NAGHL has identified that it does not want to own, apart from Rotoehu Forest Trust and Kiwinui?

- What services do Mataatua Quota ACE Holdings Ltd provide Ngat Awa?

However, do you reckon I will get to ask all of these questions at the AGM? And even if I do, do you reckon I will get any answers?

I don’t hold out much hope, so this weekend I am going determined to get an answer for one question: How is Te Runanga o Ngati Awa going to help with the fight against the proposed marina and protecting Opihi Whanaunga-Kore?

Ma te wa

A time for change

Kia ora koutou,

Firstly sorry that it has been awhile since my last post but sometimes life just gets in the way, particularly in the middle of winter.

Hei aha, I have finally found some space and I wanted to use this post to discuss the role of the Te Runanga o Ngati Awa (TRONA) board representative.

I believe, with the upcoming election, it is important that we all understand the responsibilities of the board. After all, we are the power behind them.

To start I would like to discuss the most recent TRONA board meeting, which  was held two weeks ago, to highlight a particular issue.

The point I would like to concentrate on was the passing of a resolution to increase the dividend paid to the runanga by the tribe’s financial arm.

Since its inception Ngati Awa Group Holdings has paid the runanga $1.5 million each year so that social initiatives can be provided to tribal members.

Chief financial officer Murray Haines said NAGHL was set to record a net cash surplus of $2.2m this year.

He noted key performers were Ngati Awa Asset Holdings with $6 million in shares, Ngati Awa Forest Ltd with $1.1m and Tumurau’s year-end profit of $630,000.

“That provides plenty of room to pay the $1.5 million to the runanga,” he said.

Following the financial report Ngati Wharepaia representative Materoa Dodd suggested the board could ask the financial arm to increase the dividend paid to the runanga  from $1.5m to $1.8m.

She said the board could discuss whether runanga chairman Te Kei Merito should ask NAGHL chair Wira Gardiner to increase the dividend.

“Or even $2m, given that some of investments are doing so well. It doesn’t hurt to ask.”

The suggestion was discussed and a resolution was put forward to increase the dividend to $1.8m. It was supported by 11 members with Nga Maihi not participating because Rihi Vercoe was standing in for the absent Regina O’Brien and four representatives voted against.

Those who did not support the motion were Joe Mason, Tani Wharewera, Stephen Haua and Manu Glen.

However, according to the tribe’s charter, the board does not have the right to increase the dividend.

“For the avoidance of doubt, and except as expressly provided by this Charter, all companies (including The Company) and other entities within the Ngati Awa Group shall be governed by their respective boards and the role of the runanga in respect of those companies and other entities shall be limited to the exercise of the rights conferred on the Runanga as shareholder, or (as applicable) appointor, and beneficiary of the relevant entity.”

In other words the runanga’s board is responsible for the governance of the organisation. Governance is the act of governing and relates to decisions that define expectations, grant power, or verify performance.

Therefore the board only has the rights to set performance measures and elect members to NAGHL or stand a director down, it cannot make operational decisions.

Except for Stanley Ratahi, who replaced his sister Enid Ratahi-Pryor as the Ngati Hikakino representative when she became chief executive, the board has been in place for three years.

By now they should understand what their role is however the point that this situation raises is most of them don’t.

Mrs Ratahi-Pryor, in her role as chief executive, has organised for several members of the current board to participate in governance training through the business coaching organisation, Icehouse.

However this did not offer me much reassurance and I am left to wonder why it has taken so long to look at the board’s skill.

The board’s term is almost complete and later this year each Ngati Awa hapu will elect a representative to the board.

There is every chance that the current stock could change and it is my firm belief that every hapu should at least discuss the options.

Let us remember that under this current board the organisation has lost at least $5.2 million in failed investments, ensured several redundancies, forced good contributors to leave because they didn’t toe the party line, scaled back the social initiatives offered to tribal members, overspent to the point where cost-cutting has had to become a way of life and developed a culture that can only be described as toxic.

The board may not have made the poor decisions directly but many of them have failed to ensure accountability and transparency. As a board they have not been clear about their expectations, they have had been told who has the power and when performance should have been verified they put their head in the sand instead.

There are those who have done a good job, they will know who they are and will be backed by their people. However there are others who no longer deserve to be there.

Our tribe is in a crisis.

What we need are strong leaders with proven skills who have fresh ideas. Leaders that will hold those who make bad decisions to account and ensure those who are making positive contributions have the support to continue doing so.

If you believe, as I do, that now is the time for change make sure you are registered to vote by going to this webpage and have your say at the elections later this year.

Even better, make a stand for your people and put your hat in the ring to be a hapu representative.

Ma te wa

“The problems are solved, not by giving new information, but by arranging what we have known since long.”

If you want to know what is going  on with Te Runanga o Ngati Awa go to your hapu meeting.

Or at least that was the message from Te Runanga o Ngati Awa through chief executive Enid Ratahi-Pryor at the special meeting held at Wairaka Marae on March 6.

And she is right but here is my problem. I went to my hapu meeting. I got given a copy of the key point summary of the TRONA board meeting that was held last month.

However that report does not match my recollection of the meeting.

Where was the mention of the Audit Committee report and the potential workshop? Or the media threat and new embargo policy? Or the adoption of the new conflict of Interest policy? Or even the discussion of this blog?

There was none of the controversial stuff, instead what is in there is all of the feel-good stuff that paints the runanga out to be doing a good job, but how is this fair?

Don’t get me wrong, the runanga is making some positive moves in some areas and I am really glad of that but there are also some very concerning signs and I would feel better if we had a bit more of an idea about what is going on.

I mean how do you lose $5.2 million in less than five years and no-one is held to account?

I for one would prefer a copy of the minutes to be given to hapu delegates that way we know what motions have been passed and what has been discussed at the meeting.

And while some of you may say and think that it is the job of our hapu delegate to inform us, I have serious doubts about the sharing of information that exists within the runanga’s structure.

Bear with me and I will explain my reasoning.

At that meeting at Wairaka Marae, Mrs Ratahi-Pryor had come armed.

Rather than adhering to outline that had been identified by those in attendance she made a presentation.

She began by outlining the structure of runanga, pointing out that board chairman Te Kei Merito is her boss.

“Your link is through the board. (Chairman) Te Kei Merito is my boss. I actually link directly to Te Kei. Initially I didn’t have a link to the hapu but im going to change that. That is why I am here,” she said.

She said it was part of a new initiative to “walk among the people”.

“It is about me coming to put some reality to some of the korero… This evening is about starting a journey, a journey of discovery.

“I have heard that many of the voices aren’t being heard and that is why I’m here…. Much of what I’m hearing is about accountability, transparency and responsibility.”

She then launched into plans to relocate the runanga’s offices from Ngati Awa House on Louvain Street.

Explaining the offices were too big because of the scaling back of staff she said Ngati Awa House could be leased out and earn a rent.

The property has been registered with a real estate agents and when a tenant is found then the runanga’s offices will be relocated.

Mrs Ratahi-Pryor said management was considering three options: the army hall near the wharf, the old court-house building or some other site.

However according to Mrs Ratahi-Pryor the army hall site was too valuable for offices and it could be used to build a boutique hotel, shops or an office building to be leased out.

Turning her attention to the court-house and the strip of land behind it, she explained that this site was considered very viable because of the proximity to the wharenui.

“There is a Mataatua and we believe we need to be near Mataatua so that it can be kept alive and warm.”

She then went on to say the runanga could not afford to build new offices at the moment but it was hoped that they would one day and the tentative plans are to develop the land next to the court-house.

This is land that is currently being used for affordable iwi housing to uri from Ngati Hokopu ki Wairaka, Ngati Hokopu ki Hokowhitu and Wharepaia.

Mrs Ratahi-Pryor said a new office could be paid for by using the land more effectively.

“Currently we are trying to use the assets of Ngati Awa more efficiently.

“We haven’t yet come to any firm idea as to what the triangle will look like. I’m not into turfing our people out but it is about development.”

Situated in the heart of Wairaka, the news that runanga had plans to develop this land shocked many at the meeting.

There had always been the rumours that the runanga was looking at developing this land and there it was clearly outlined on a schematic plan.

But, she said, nothing had been confirmed yet because she knew that things were likely get more difficult once Ngati Hokopu knew for sure.

And now here is where it gets interesting.

Mrs Ratahi-Pryor said once a tenant is found for Ngati Awa House, the runanga could move into the court-house because the TRONA board had signed off on it and no resource consent was needed.

“Yes, we could move in tomorrow if we wanted to.”

However Ngati Hokopu ki Wairaka delegate Charlie Bluett disputed the claim that the board had passed a resolution allowing this to happen. He said that was not his recollection.

Mrs Ratahi-Pryor was confident this was so and was supported in her stance by TRONA deputy-chairman Pouroto Ngaropo, who had also attended the meeting. And as further evidence she said she would get a copy of the minutes of that meeting and give it to Ngati Hokopu.                                                                   

Ngati Hokopu ki Wairaka still have not received a copy of the minutes or any evidence of the resolution and I have spoken to another board member who agrees with Mr Bluett’s assertion. So who has the right recollection? Hopefully Mrs Ratahi-Pryor will remember to send the minutes soon so that we can see.

And hopefully this explains my doubt around whether the right information is coming out of the runanga.

I mean, did you know that Graham Pryor is the head of the Investments Committee and Brian Tunui is the new chairman of the Audit Committee? But more about that later.

Ma te wa.

Taking back the power

The chairman of Ngati Awa’s financial arm approved a $3.8 million contract with a carbon management company without gaining his board’s approval first.

Outlined in an Audit Committee report, the incident was described as “a serious breach in the organisation’s internal controls”.

The report had been based on an audit by the international accounting firm, PriceWaterhouseCoopers, that was commissioned to review the financial reports of Te Runanga o Ngati Awa (TRONA) and Ngati Awa Group Holdings Ltd (NAGHL).

“This is in regard to the (NAGHL) chairman and a NAGHL director not following prescribed processes for investment decisions and not obtaining the required NAGHL board approval,” the report noted.

NAGHL is the subsidiary which takes care of the tribe’s financial assets. It is governed by a five-person board and chaired by formal civil servant Wira Gardiner.

According to the report Sir Gardiner and NAGHL director Graham Pryor executed the $3.8 million contract with CO2 New Zealand Management Company without first taking it to the NAGHl board for approval.

At the time Mr Pryor was also a director of the carbon management company that had received the contract.

“The director advised the chairman that the board had some time approved the contract. There is no documentary evidence (minutes or other record) to evidence apart from a “heads of agreement” with CO2 that had been signed much earlier and pror to due diligence and legal review.”

In addition Mr Pryor also failed to pass on legal advice received by him but addressed to the board. The advice, which was about the situation, raised serious issues concerning the suitability of the investment and contract for Ngati Awa.

It was also noted that there has been poor documentation in regard to services provided in lieu of repayment of a loan balance. The loan was not disclosed in the report.

As a result the Audit Committee requested a policy around conflicts of interest be drafted. The report was presented to the Te Runanga o Ngati Awa board at the meeting in November.

At the board meeting in February the chief executive of Te Runanga o Ngati Awa, Enid Ratahi-Pryor, presented the Conflict of Interest policy.

Mrs Rātahi-Pryor said the runanga was in danger because it didn’t have a policy around this area. She asked the board to approve it in principle and she would return at the next meeting with feedback.

“The runanga does not have a policy and this places the runanga at risk.”

She also said that she had commissioned her own independent report.

“I’m surprised about PWC, that they didn’t go down to these levels and identify places where changes could be made… I’m concerned that there was a $900,000 budget blowout in previous years.

“Rogue spending is quite easy by the CEO but we just need to know how they get through the systems. I know how they got through the systems.”

It was also noted by Nga Maihi representative Regina O’Brien that the board had failed to discuss the report in any comprehensive manner at the previous meeting.

“The audit report got five minutes because we were in a hurry to go to lunch.”

Her point was backed by Poroporo kaumatua and board member Joe Mason, who acknowledged that the report had raised important points.

“The audit committee meeting report needs to be considered by the board. It is important document and it deserves consideration by the board. There is no harm however in a special meeting to have a look at the document.

“There are some important recommendations in the document. There is no harm, if there is a special take, of calling a special meeting.”

The board elected to discuss the report at a workshop to be held at a later date.

Ok, with all that explained the big questions for me are: is Graham Pryor still a director of NAGHL? And what processes are there so that individuals cannot spend tribal money without first gaining approval?

This makes it two more questions for Mrs Ratahi-Pryor to answer at the meeting with Ngati Hokopu to be held at Wairaka Marae tonight.

Which brings us to the meeting and I have to commend Mrs Ratahi-Pryor for wanting to come.

I have already posed several questions through this blog and I can assure there will be many from others in the crowd tonight. Some will be uncomfortable.

There are not many who would stand in the face of criticism and offer to explain how it went so bad. I think it goes a long way that Mrs Ratahi-Pryor is willing to come and answer our questions kanohi ki te kanohi.

I also applaud her decision to conduct her own audit. Obviously she is also concerned about some of the tribe’s expenditure.

And clearly the terms of reference for the audit by PWC did not include the decisions around investments or any of the processes around it, it just looked at the financial recordings.

But it must also be remembered Mrs Ratahi-Pryor was a board member and a director on NAGHL when a lot of this spending was going on – if she didn’t know what was going on, what hope do we have?

We are the people and I reckon it’s time we took back the power.