TRoNT Governance Review

Intro to Te Runanga o Ngai Tahu Governance Review

[ This document was sent to Runanga on 19 May 06 after things were set in stone and Robin Pratt Had resigned. Beneficiaries knew little about this major review]

The planned review of Te Rünanga o Ngäi Tahu’s governance arrangements is well underway. This review follows on from the Te Pito Mata change process, which is now olargely complete.

Te Aparangi and the Contracts Review Committee contracted Garry Diack of Vera Facienda to do the governance review. Garry is an independent management consultant providing corporate performance and strategy advice to a wide range of companies in Australia and New Zealand. Garry was involved in setting up Fonterra’s governance structures during the amalgamation of the New Zealand diary industry.

As part of the review Garry Diack consulted widely with people throughout the organisation and tribe.

Our focus for the review has been to ensure a robust governance structure to take Te Rünanga forward during the next 10 years. It will impact on Te Rünanga, the key office holders and the subsidiaries.

Key review findings

Garry Diack identified key issues that underpin his recommendations:

Governance and Trustee roles

Te Rünanga o Ngäi Tahu representatives currently have two major requirements:

1) Represent their Papatipu Rünanga and Ngäi Tahu whänui

  • engaging with Papatipu Rünanga and Ngäi Tahu whänui to articulate the vision, values and long-term strategy
  • facilitating the implementation of this vision within the organisation through policy formulation.

2) To act as Trustees over Te Rünanga o Ngäi Tahu Group

  • to govern the performance of the Group, within the policy direction of Te Rünanga
  • Including helping to formulate policy
  • and rigorously monitoring the implementation of the policy

These two responsibilities are equally important and one is often inappropriately affected by the other.

To achieve greater clarity it is recommended that these two functions be separated and a subsidiary governance board (Trust Board) be established to focus purely on trustee responsibilities.


Improved alignment throughout the organisation

The strategic vision and direction of Te Rünanga is not communicated well across Te Rünanga o Ngäi Tahu group. This leads to confusion and unnecessary tension as well as inefficiencies. This lack of integration across the organisation contributed to the stress surrounding the recent restructuring.

To address this, greater alignment throughout the organisation has been recommended. This means that there would be 50% Te Rünanga representation on the proposed Trust Board, and Trust Board members on the Ngäi Tahu Holdings Board.

The ultimate test of aligned governance is integrated policy. Policy needs to clearly delegate responsibility to ensure the overall vision is achieved.

The integration will also be helped by the development of a comprehensive Investment Policy. Te Rünanga’s investment objectives need to be aligned with the vision of Ngai Tahu 2025 and the putea needs to then be managed in a way that best achieves these objectives.

The investment policy outlines the broad investment objectives and the guidelines that need to be followed in achieving these objectives. The investment policy is the critical connection between the vision / long-term direction and the investment management of the putea.

It is also proposed that a Social and Cultural Development Distribution Policy be developed, approved by Te Rünanga and implemented by the Trust Board. This policy will ensure the alignment and accountability of the management of social and cultural distribution to the vision of 2025.

The distribution policy outlines the broad distribution objectives and the guidelines that need to be followed in achieving these objectives. This is the critical connection between the vision / long-term direction and the delivery functions of the organisation.


Connection with the tribe

There is a concern that the Te Rünanga structure is distanced from the Papatipu Rünanga, the traditional tribal leadership and the iwi at large.

It is recommended that forums be considered to bring the Te Rünanga o Ngäi Tahu leadership together with the traditional leaders and to work together to provide strategic leadership for the tribe.

About the governance review

What the governance review is:

  • It is a review of the organisation’s governance. This includes the roles of Kaiwhakahaere, Deputy Kaiwhakahaere, Te Rünanga board and committees.
  • It is about creating a strong, strategic leadership capable of creating and implementing a vision of greatness for the future of the iwi.
  • It is about putting measures in place to ensure the greater tribal interest is effectively and efficiently represented.

What the governance review isn’t:

  • It is not a management restructure.
  • It doesn’t impact on the day-to-day business of Te Rünanga o Ngäi Tahu.
  • It isn’t about changing our strategic direction.


Questions and answers


How many will be on the Trust Board?

This is detail that needs to be worked through and agreed by Te Rünanga. However it is currently proposed that there are six including three Representatives and three Independents (individuals that are not involved elsewhere within Te Rünanga o Ngäi Tahu Group).

What is an Investment Policy?

The investment policy outlines the broad investment objectives and the guidelines that need to be followed in achieving these objectives. The investment policy is the critical connection between the vision / long-term direction and the investment management of the putea.

What is a Social and Cultural Development Distribution Policy?

The distribution policy outlines the broad distribution objectives and the guidelines that need to be followed in achieving these objectives. This is the critical connection between the vision / long-term direction and the delivery functions of the organisation.

Is a governance review a common thing? Do other organisations do them?

Organisations regularly review their governance structures as they grow and mature. What may be right for an organisation now may be redundant in ten years time.

Why did we need a governance review?

Te Rünanga o Ngäi Tahu representatives have two main roles – to represent their Papatipu Rünanga and act as trustees of the assets and the distribution policy. These responsibilities are equally important and one is often affected inappropriately by the other. Through the review we’ll get increased clarity of these roles and increased influence.

Will this mean another management restructure?

No

Are you [the Te Rünanga reps] supportive of this review?

Te Rünanga was unanimous in agreeing to the findings of the review in principle. Much of the implementation detail is still being developed, but we recognise a need to make governance changes to ensure we’re in a position to face the next 10 years with strong strategic leadership.

What will the final outcomes be?

We’re still working through the high-level implementation plan and will communicate with you as this develops.

Does this mean the reps haven’t been doing a good job?

The review found all parts of the organisations – including the Te Rünanga reps – were doing their job well. However, as an organisation our needs have changed as the organisation has developed. We now need greater distinction between the roles of governance and representation. Te Rünanga reps need to be high-level guardians, making decisions about what’s best for Ngäi Tahu whänui.

Will power be taken off you [the reps]?

We will continue to be high-level guardians of Te Rünanga o Ngäi Tahu making decisions about what is best for Ngäi Tahu whänui and ensuring their vision is being fulfilled.

We actually see this as empowering us to exercising effective influence across the whole organisation.

How does this affect the Kaiwhakahaere/Deputy Kaiwhakahaere role?

It’s too early to say at this stage. We’re still working through the high-level implementation plan and will communicate with you as this develops.

What’s the difference between representation and trusteeship?

Representation – To engage with Papatipu Rünanga and Ngäi Tahu whänui in articulating the vision, values and long-term strategy and then drive the implementation of this vision through policy formulation. This is the role of Te Rünanga.

Trusteeship – To govern the performance of Te Rünanga o Ngäi Tahu Group, within the policy direction of Te Rünanga. This includes assistance with policy formulation and then monitoring their implementation. This is the role of the Trust Board.

Will the governance review impact on things like the Ngäi Tahu Fund and Whai Rawa?

No. The review is about the way we govern ourselves not about the work we’re doing for the tribe.