This is a copy of an email from Tahu Potiki- CEO of TRoNT to an advisor of his “Peter” that was leaked to “The Press, “NZ Herald” and “Otago Daily Times” on the 24th May 06. The Press and the Herald ran reports on the leaked email.
The email was leaked three days before the triennial Kaiwhakahaere elections on the 27th of May.
a. Potiki is critical Mark Solomon his boss. It is therefore of some surprise that Potiki did not have the mana and take the honourable course of resigning when Solomon was re-elected.
b. Potiki reveals two Directors of NTHC, Linda Constable and Mark Tume, told him the circumstances around Robin’s Pratt’s resignation a confidential matter between Robin and the NTHC Board. The balance of the NTHC Board later asked Constable and Tume to resign for breaking Board confidentiality. TRoNT subsequently reinstated the pair to a new NTHC Board when the other Board members resigned.
c. The email was actually leaked by James Daniels a TRoNT representative and a candidate for the Kaiwhakaere position. Daniels apparently said it was a mistake and he sent the wrong document.
d. It stretches credibility, that Potiki, seeking advise, would send such a document to anyone other than his advisor and certainly not a potential candidate in an upcoming election. But the email is full unnecessary and unforgiving comments that it is difficult to believe it was not written for a wider audience.
“Tena Koe Peter
Thanks for taking the time to consider this so swiftly. Sorry I didn’t come back to you sooner but my wife had a baby on Thursday and I underestimated the demands on me yesterday. Silly really. I should have known. Any way have a look at this and either e-mail me back at this address or ring me on 021 900 003. I will attempt to get as much other information through to you as you require. I can also put you in touch with the head of our legal team, Martha Gray, who intends to be in Wellington this Monday.
The basic issue is that in my position as CEO of Te Runanga I have informally become aware of a situation that has been apparently mismanaged and I need advice as to my duty.
1. Te Runanga o Ngai Tahu is the sole shareholder of the Ngai Tahu Holdings Corporation (NTHC). There are currently eight directors, all of whom are appointed by the shareholder. We can get you a copy of the constitutional and charter documentation that outlines the legal nature of the relationship between Te Runanga and NTHC. NTHC operates as a company in its own right. I have a right to attend board meetings as does the Chair of NTHC.
2. NTHC appoints their own CE and they are his employer.
3. NTHC and its Board is monitored by the Office of Te Runanga. I am the CEO of the Office and Te Runanga
4. The relationship between Te Runanga and NTHC has always been difficult and quite politically tense.
5. Recently there has been increased pressure on NTHC from the shareholder around poor communications, non-adherence to policy and perceived performance. This has been driven primarily from shareholder reps at the Te Runanga table.
6. Recently Te Runanga decided to review its governance structures and appointed Garry Diack to conduct the review.
7. Garry has reported back to Te Runanga and has recommended some major changes including some recommendations that will impact upon NTHC if adopted.
8. Te Runanga agreed in principle to the changes but wish to talk with their constituencies first and allow for a period of internal consultation – particularly with NTHC
9. Garry gave a presentation to the NTHC Board and CE on April 28 explaining his change proposal and outlining the recommendations. (We can get a report from Garry regarding details)
10. Te Runanga allowed the information to go public to runanga and staff from May 5 on.
11. My senior managers gave a presentation to staff on May 8.
12. Meanwhile there is a tribal election underway where the Chair position for Te Runanga is being contested.
13. Part of the tension between NTHC and Te Runanga is NTHC refusal to adhere to the media policies of the Ngai Tahu Group. Recently NTHC released a statement of their 6 month result. It was an inaccurate release and reasonably provocative considering the political environment. I responded to NTHC and my letter was leaked to the Auckland Herald and quoted in a story. This ‘leak’ is more likely tied to the election than anything else.
14. As things were getting a little messy with letters, media reports and breach of policy I decided to contact a couple of the board members to let them know where things were at.
15. Last Friday May 12 I contacted board member Linda Constable. I started to explain what was behind the media stuff and she blurted out to me that the CE of NTHC, Robin Pratt, had resigned and was looking for a settlement.
16. Linda explained that Pratt claimed to have been a victim of constructive dismissal as a result of the proposed change process and that Te Runanga staff members, who had been at the May 8 staff meeting, had informed him that we had shown structural diagrams that impacted upon him and that we had stated the NTHC Board had agreed to all of this. This report was incorrect.
17. Linda stated that Pratt had called a teleconference board meeting on Tuesday the 9th and the situation was discussed. It appears the board members all left that meeting with different understanding as to what was going on and who was going to do what.
18. I contacted another board member Mark Tume and he confirmed everything that Linda had said. He stated he was very concerned about the proposed settlement and he was intending to seek independent legal advice. He also requested that there be a second legal opinion as the advice being received from Pratt’s lawyer and the board’s lawyer did not sit right with him. The message was that in the staff presentation it was clearly a fait accompli that NTHC would be altered and Pratt would be out of a job. Mark could get no reply from the Chair of NTHC Maika.
19. It is now clear that Pratt had already settled with the board on Friday afternoon and the Chair had delegated authority to the deputy chair, who had managed the entire exit agreement without the other board members. This is a bone of contention within the board as some board members do not believe that the deputy had the authority and that the final decision was to be taken at meeting of the board on Tuesday May 16.
20. During this time I, as the CEO of Te Runanga, was not formally contacted at any time and there was never any effort to corroborate facts.
21. As it transpires I understand that the settlement agreement has a pre-amble that outlines the reasons for his departure and it states that the proposed change process amounted to constructive dismissal. I have not seen a copy of the agreement. I have not yet been notified formally by any board members of the resignation.
22. It is possible that the chair of my board Mark Solomon has been told but he has not contacted me and he is also not the right person for formal communications.
23. Mark Solomon adds further confusion to the picture as I believe (no proof) that he has shared information with Pratt regarding my concerns. I know for a fact that Mark Solomon met with Pratt after I had made available the memo of May 14, attached.
24. On Monday May 15 Garry Diack met with Sue Sheldon and Jane Huria to discuss his change plan. He was challenged by them as to why the report was a fait accompli. The Te Runanga staff meeting issue was raised and Garry asked the Deputy Chair and Chair to have a meeting with me.
25. I contacted the Deputy Chair and had a 40 minute discussion. At no time during the discussion did the Deputy Chair inform me of Pratt’s resignation. I made available the the presentation and notes that were used during the Te Runanga staff meeting.
26. The Deputy Chair disclosed to me that they have major communication problems with their Chair. 27. The senior managers in NTHC have now been told but noone else has. There are five senior managers that report directly to Pratt. They have openly discussed with me their collective lack of trust and respect for Pratt. 28. Pratt has been asked to stay on for three months until the end of July.
29. Pratt has resigned, there has been a pay out of some sort and that he has been asked to stay on for three months.
30. He has used constructive dismissal as the argument.
31. The agreement will be confidential between the board and Pratt
32. I am concerned that:
a. Pratt is staying on for three months considering he has appeared to settle based on a break down in trust and the relationship.
b. That the board have appeared to make their decisions based on erroneous information
c. That there is a significant lack of trust amongst board members
d. There is huge trust and confidence issues within the Senior Management Team of NTHC so long as Pratt remains
f. There are trust issues between the NTHC board and Te Runanga staff and representatives (Maika has stated to staff and board members of NTHC that the Te Runanga CFO is a liar) g. Maika openly criticises the major distribution policies of Te Runanga and he, and other board members, are heavily critical of Te Runanga staff and representatives
33. All of this amounts to a rather dysfunctional environment and to confuse thins further there is the politics of the Te Runanga election
34. Linda Constable told me that have decided to delay an announcement about the resignation until after the election for the chair of Te Runanga (May 26) as it may have an adverse effect on the incumbent
35. I am convinced, although I can not substantiate this, that Pratt and Mark Solomon have discussed these events and that my Chair has deliberately kept this information from me.
36. So with all of this information at my disposal, as the CEO of Te Runanga, what is my duty?
37. Even though I have received most of this information as hearsay or through back doors surely I cannot ignore it as I believe the organisation is at risk
38. Anxiety and tension during a change process is inevitable so some of this can be put down to that but considering the trust and confidence and dishonesty issues outlined above it seems I have a duty to act on this information
At the moment I am not after the remedies going forward I am interested in what I must do with this information considering my position.
Tahu Potik”