EAST TAUPO LANDS TRUST

Transcription

1 EAST TAUPO LANDS TRUST MINUTES OF MEETING OF OWNERS held at Waipahihi Marae on Friday 1 August 2014 at 1:00 pm Karakia Mihi Present Apologies Chulla Wall Jim Maniapoto Jim Maniapoto (Chairman), Nigel Baker, Tom Walters, Christine Batt (Trust lawyer), Jock Stuart and Karen Forsyth (Trust accountant and secretary), Peter Bloor (Guest Chairman), and 91 other attendees who signed the register. 49 apologies were received, as per the apologies list attached to the attendance register. Notice & documents Notices of the meeting were published on or about the 19 th and 26 th of July in the NZ Herald, The Dominion Post, Taupo Times (5 dates), Taupo Weekender (3 dates), Hawkes Bay Today, and Rotorua Daily Post. In addition notices were sent to approximately 300 addresses, including the Chairman and the Trustees. The meeting agenda, 2014 Financial Statements for the Trust and Charitable Trust, Trustee Nomination information and ballot paper, Draft new Trust Order, and a voting sheet were posted to everyone that addresses were held for. This pack was given to everyone who registered at the meeting, together with a copy of the Minutes of the last owners meeting. Housekeeping Jim Maniapoto, Chairman, read the meeting agenda and introduced Peter Bloor, who is to be the independent Chairman of the meeting following the presentation of the Trustee s Report. Jim was questioned as to why Peter Bloor was going to Chair the meeting and it was explained that it was requested by the owners at the last meeting that an independent person chair. Minutes of the last owner s meeting had been handed to everyone at registration. Minutes of last meeting Minutes of last meeting Friday 22 February 2013 The Chairman asked for the Minutes to be moved and seconded. Moved: Jim Maniapoto / Seconded: Chulla Wall It was asked if Jim was at the meeting & if Chulla was at the last meeting and it was confirmed that they were both in attendance. It was expressed by three people that they were not happy with the minutes from the previous meeting. Two said they did not have enough time prior to meeting starting to read the Minutes, and another disagreed with the content of the Minutes.

2 Nigel Baker, Trustee - explained it is difficult to send Minutes to owners who may or may not attend the next meeting. Hard to move forward with meeting if prior Minutes not accepted. Would owners like some time to read Minutes and come back to them later in the meeting. It was explained that it was difficult to read out the minutes in full and it was agreed that we would go back and discuss the Minutes later in the meeting. Barbara Taniora Want earlier notification of future meetings. Provide maps to Marae for people coming from out of town. Peter Bloor suggested that it was not timely to read the 12 or so pages of the prior Minutes, and more appropriate to give everyone time to look at them, and discuss any issues later in meeting. Trustee s Report Charitable Trust & Grants to owners The Chairman, Jim Maniapoto, then read the Trustees report. Some discussion re Grants available to owners. Those at meeting were asked to give submissions on any ideas for new grants that could be considered. Kelly Te Heuheu asked if more info could be put on website. Kahi Dickinson advised the documents on the website were not readable when downloaded. The Chairman advised that if people can t access information from website, they should contact the Secretary, who will post out documentation. John Byles asked what the funds distributed covered. The Chairman confirmed it was for Education Grants, Kaumatua Grants and Tangihanga Grants, for owners and beneficiaries. Tui Rameka asked if there could be homework grants and sports grants, etc. Kelly Te Heuheu suggested a hardship grant. Karen Forsyth advised the there are currently Health Grants, Tangihanga Grants and Education Grants, and all information is available on the website. The Trustees also consider other applications on an ad hoc basis, and owners should write to the Trustees in this regard. The Chairman asked that any ideas be put in writing to the Secretary, and all suggestions will be considered & further information can be put onto the Trust website. The Chairman continued to read the Trustee s Report. Runanga Development The Chairman asked Nigel Baker to speak about the development of the Trust s Runanga blocks, which many owners had visited this morning. 22 blocks in East Taupo Lands Trust, from Kaimanawa s up to Mohaka River. Nigel explained that 8 Runanga blocks were formerly in Contorta, but now in pasture, which will be leased out for grazing, etc. There has been extensive interest from parties

3 wanting to propose different developments, some of which are currently being considered. Entire project should be finished in approximately two months time. The Chairman thanked Nigel for his contribution. Honey development / Comvita Joint Venture proposal Tom Walters presented information on the honey development by the Trust, and a proposal for a joint venture with Comvita. Jock Stuart then presented financial information re JBWere investments and Comvita proposal, including returns the joint venture will provide for the Trust. Various questions from the floor, including sustainability of bees, which will be part of Comvita s part of the joint venture, ie. Comvita have on-going breeding programmes in place. Option for Trust to have no involvement other than providing land. As Jock Stuart explained, this would only produce a basic hive fee, which in comparison to having ownership and more control, together with building an extraction plant and the opportunity to build hives, etc, provides a huge opportunity for the Trust. Proposals from three other parties considered, this is not a guess. Comvita have come up with the best deal. $1 m investment will be recouped within 5 years. The Chairman thanked Tom Walters and Jock Stuart for the information presented in regard to the honey development. Resolution of Owners re Honey proposal The Chairman read the Resolution, as follows: At a meeting of the owners of East Taupo Lands Trust, held on Friday 1 August 2014, at Waipahihi Marae, it was resolved: 1. THAT the Trust shall enter into an agreement with Comvita to establish a 50/50 Joint Venture (JV) Company to place 3,000 hives on the Trust s land. 2. THAT the Trust will initially invest up to $1 million in the JV Company. Moved: Horiana Te Rangi / Seconded: Judy Harris All in favour raise yellow card: For - 61 / Against - 3 Motion carried. Tom Walters advised that there are samples of honey for everyone to collect as they leave the meeting today. The Chairman introduced Peter Bloor, who will chair the remainder of the meeting. Peter asked if there were any questions from the floor in regard to the Trustee s Report. Peter asked that there only be one speaker at a time, and only one chance to speak on any one topic. Florence Karaitiana - Asked if the owners lists can be amalgamated. Answer is no. Requested that the blocks which are generating

4 income, be distributed only to those owners of those blocks. Peter Bloor pointed out that the current Trust Order and the new Trust Order allow the Trust to use income from all blocks for the benefit of all owners. Flo s concerns noted. Kelly Te Heuheu Owners can change legislation in Trust Order as they please. Peter advised the Trust Order will be dealt with later on in the meeting. Mihi Te Tipu Not 100% in favour of Trustee report. Shareholders showing on records. Hoko Whanau Trust with 60 members. No dividends being paid is critical for future generations. Is Kaumatua Grant separate from Health Grant, answer is no. Need to capture everybody s views & discuss at a separate hui. Peter Bloor pointed out that the Trustees rely on information from beneficiaries regarding what they want, and can only deal with information provided to them. Barbara Kohini Te Ropera Moana, Hohepa Taniora Moana Whanau Trust doesn t see advertisement of resolution passed re honey. Not in agenda, not in minutes, etc. She believes it needs to be advertised. Trust Order states Trustees not bound by owners opinions. Is resolution invalid? Need it to be written down so it can be discussed. Te Ngahu Wanakau Surprised resolution was moved. Had no information on this, nothing recorded, just popped up in the meeting. Trustees don t want feedback, and have virtually told owners to shut up. Most important thing are our people. Land rich, but poor. Lake Taupo and Lake Rotoaira Forest Trust s have far bigger beneficiary lists & make every effort to employ own people in forests, etc. They given Marae grants and a dividend, which tell people they belong. People want to work invest $1 m in training people and employ them to work on the land. Funds controlled by Trustees who don t need to give money to owners...just a pot of honey on the way out the door! Why should only 50 owners in one block subsidise all the other owners. Plenty of administrative experience in owners, why aren t they being used. Judy Harris (Alison Kahia Whanau Trust) Asked that the Chairman clearly point out the resolution, as mentioned in page 3 of Trustee s Report. The Chairman, Jim Maniapoto read the Resolution to the meeting again. Resolution drafted to go with presentation today, not printed as part of Trustee Report. Peter Bloor advised no requirement to advertise resolutions prior to a meeting, as this would not allow resolutions to be put from the floor. Kelly Te Heuheu Resolution is invalid. It should have been advertised. It is for $1 m which is a lot of money. Should have had time to consider it. I recommend this is left to next meeting, so owners can give serious consideration to this investment. No report, nothing concrete. Good intentions, but people need time to take this on board, and it should be left for another meeting. John Rameka As per Te Ture Whenua Act, should be advertised in paper and given 21 days notice of resolutions.

5 Heemi Biddle May well be invalid, unless owners have a resolution to be presented from the floor, so we can proceed. May be some merit in carrying over to special meeting. Owners want Trustees to continue due diligence with Comvita, to provide more substantial numbers. Good work and taitoko this type of venture. Peter Bloor pointed out, no motion has been put to the meeting, and that a motion has already been put to the meeting, which was moved, seconded and passed. Jim Biddle - Maybe motion needs re-wording to allow Trustees to continue their investigations. Give people time to consider. Peter Bloor pointed out that each meeting of owners is at a cost of approximately $30,000. Virginia Church Pointed out that Chairman read information and read resolution. No one stood up and said no, Harvey Karaitiana taitoko it, it has been voted on and no-one objected. Need to get on with the meeting. Kahi Dickinson Have read report and new resolution was coming up. Didn t go against it. Trustees can put forward resolutions. Who invested $1.9 m with JBWere? No special resolutions put forward re JBWere investments, so glad that Trustees have brought this resolution to owners. Need to move on, as no-one was against it. Tom Walters Are we doing best for Trust or aren t we. Best opportunity for Trust and the people. Best proposal he has seen for any Trust. Barbara Moana Do support Kopapa for honey bees, don t support how it was done to us and should have been written on agenda and notified to beneficiaries. Do support the investment portfolio and what you re doing and where things are going. Break down costs of holding a meeting doesn t cost $30,000 to use the marae and bring a plate. (Emily s neice) Matarina Stewart - Why not make a decision today to invest. It is well known that Comvita is the best honey around. Hilda Ross - Haven t we already voted on this and the majority voted for you to go ahead. I was one of the ones who voted against, but it was passed, so we need to move on. Doug Gartner Runanga development did you seek approval for that and to spend approximately $800,000 to do this, or did you just do that as a matter of course? Nigel Baker advised that that issue was put to the owners at last year s meeting, and it was accepted. There was no budget at the time. Is there a policy to seek approval ex AGM to spend money, or are you just able to spend money without this... it is really just a courtesy that you are bringing this matter to the owners. Could have make decision. Peter Bloor advised he is correct and Trustees already have authority, no need to come back to owners. Doug said Trustees should be applauded, as they could not have said anything at this hui and just gone ahead afterwards. Chairman completed presenting the Trustee report.

6 Vote of Confidence in current three Trustees (as per requisition ex Kelly Te Heuheu) Vote of confidence in current Trustees (as per requisition from Kelly Te Heuheu). Peter Bloor asked everyone to hold up their yellow card to vote: All in favour raise yellow card: For - 51 / Against - 2 Motion carried current Trustees will remain. Nominations for new Trustees The five people nominated to be new Trustees were asked to make a short presentation to the owners - Binky Ellis, John Tupara, Kahi Dickinson, Mark Ross, and Moana Rameka. Everyone was asked to complete the ballot paper included in their registration pack, and place it in the ballot box at the front. The votes were counted & verified by Joan Williamson the ex Mayor of Taupo. Election of new Trustees In due course the results of election were declared, as follows: Clinton (Binky) Ellis 29 votes John Tupara 27 votes Kahi Dickinson 19 votes Mark Ross 36 votes Moana Rameka 21 votes It was declared that the two new Trustees are Binky Ellis and Mark Ross. If a further Trustee is required at any time prior to any further Trustee elections, John Tupara will be appointed, as third highest polling candidate. Draft new Trust Order The new draft Trust Order was discussed. It was clarified that owners have had the opportunity to discuss the document with family before they vote. They would have a further two months until the Trust Order is approved by Maori Land Court, so there is time for people to come back to the Trustees with any further comments. Frequency of owners meetings The main issues of the Trust Deed were discussed: Frequency of general owners meetings It was suggested that they wanted them annually. The cost of owners meeting was discussed it was confirmed is around $32,000. Discussion re ways to reduce costs, ie. people bring a plate, etc. Pointed out that main cost is advertising of meetings and production of all documentation. It was also suggested that meetings only be held every 2 years, and another suggested every 3 years. People were asked to hold up the yellow cards to vote: 1 year - 28 votes 2 years 12 votes 3 years 9 votes Process for filling Trustee vacancies Rotation of Trustees was discussed. It was suggested that rotation is every six years, or every 3 years, but alternate between them so they don t all stand down at the same time, ie. 2 stand down the first time, 1 stands down at the next owners meeting, and 2 stand down at the further owners meeting. This means that those elected today, would be on for three years, and after three years all of today s

7 Trustees would either have been removed or have all had the chance of being rotated. People were asked to hold up yellow cards to vote: Over a period of three years: 1 st year - two Trustees up for election / 2 nd year 1 Trustee up for election / 3 rd year 2 Trustees up for election. All in favour raise yellow card: For - 16 Every three years: Rotate half of Trustees (ie. three oldest Trustees rotated off first). All in favour raise yellow card: For - 32 Over a period of six years: After two years - two Trustees up for election / after four years - further one Trustee up for election / after six years - final two Trustees up for election. All in favour raise yellow card: For - 3 Process for future election of Trustees postal election or election at Owners meeting The process for voting either at owners meetings or for votes to be held by postal ballot was discussed. It was unanimously decided that postal votes will not be allowed. Jim Biddle - Some consideration to be given to Kaumatua (65 years and over), who can t attend meetings because of illness, etc. It was agreed that Kaumatua over 65 can vote by postal ballot, whether they reside in NZ or overseas. It is the responsibility of the family to organise voting in advance. All in favour raise yellow card: For - 35 Trustee meeting fees & honoraria Discussion about Provision made for Trustees meeting fees and honoraria. Peter Clark - We have just gone through lengthy process of reconfirming Trustees and electing two new Trustees. Treat them properly. Honoraria for Chairman he has a role to place & a very difficult one. Meeting fees and honoraria should be paid. Disagree with honoraria being given to Chair. Support meeting fees. Heemi Biddle - No honoaraia but Chair should get a bit more. $5,000 per year each with Chairman getting double or half more again. Do you get meeting fees at present confirmed meeting fees. Move away from meeting fees system, and give annual remuneration like a salary amount per month, not dependent on amount of other meetings, and decide on what level that may be. Tui Rameka Risks taken by Trustees and they have a lot of work to do, over a lot of hours. Review at next owners meeting no decision to be made today. Jim Biddle it is on the table, and needs to be decided today.

8 Doug Gartner Need to be clear what we are talking about what meeting fees are we talking about is it the $32,908 as per Schedule of Expenditure in accounts, and is that for three or five Trustees is that to be shared? Is it a fixed fee per meeting? Confirmed meeting fee is $300 gross per meeting, plus tax fee travel allowance. Leave fees as they are at present & review at next year s owners meeting. Tui Rameka Runanga development, for example, has taken a lot of hours just for Nigel Baker, and I don t believe we could afford Nigel s hours. $300 for a meeting fee is a bit of an insult. Jim Biddle - Could Jock Stuart look at other Trust s of a similar size and come back to owners with a report on fees paid to other Trustees. Can t expect to be running a million dollar business and pay Trustees peanuts. Peter Bloor confirmed that current figure is $300 gross per meeting, per Trustee, for no more than eight meetings per year, and $5,000 honorarium to Chairman, as per Maori Land Court ex Tui Rameka not acceptable. Jock Stuart responded to Jim Biddle nature of what Trustees do has changed significantly in last two years. Runanga development report budgeted $1.4 m and has been achieved for $800,000. Trustees need to be well remunerated or they will lose interest. Heemi Biddle support my father, get a report and come back with a recommendation. At least $5,000 per Trustee and double for Chairman. Jock Stuart what happens currently works well. Trustees need discretion if projects undertaken, so that if extra work is being done, meeting fees can be paid for. $400 per meeting. Look at wages to pay Trustees, rather than a monthly meeting fees, and Trustees will know what they are getting. Look at options and bring back to next meeting. Tui Rameka projects reported on and hours will show for themselves. Doug Gartner motion to meeting max number of meetings of 8 per year be removed, and it is at the Trustee s discretion to determined what constitutes a meeting therafer. Current fees remain under next owners meeting next year, when Trustees can put recommendation. Hilda Ross Jock should be recommending honoraria to meeting. Peter Bloor read from Resolution, which states $300 gross per meeting, in addition to monthly meeting fee, and Chair to receive $8,000 gross per annum. Tom Walters very active Trust. To meet only eight times per year, doesn t cut it. Meet whenever necessary and owners should be saying what they want to pay Trustees.

9 Jim Biddle - $300 gross works out at $200 after tax. Fee we were getting 20 years ago. I suggest that Jock gets some comparisons from other similar size Trusts and come back with a recommendation. Annual remuneration is a good one does away with limited number of meetings per year. No limitations on numbers of meetings. Need to look at amounts properly. Poukani Trust Don t need to pay all Trustees. They have a management team of three to do the work and they get paid a salary. Chairman also gets paid a salary. As per Institute of Directors. Christine Batt Paragraph 24 of new draft Trust Order - $300 per monthly Trustee meeting, but not limited to eight meetings, and Chairman paid an additional $8,000 per annum. Also, if Trustees involved in projects $100 gross per hour plus travel, for other meetings. Includes review every three years. Suggest you approve as per draft Trust Order so Trustees can continue to be paid a fair amount, and review at next year s owners meeting. Kelly Te Heuheu against $100 per hour fee. Investing $1 m and shouldn t be there. Should get a meeting fee, and get an hourly wage for work, under wage/salary. Trustee fee specifically for a Trustee meeting. Put hours in for other work at an hourly wage, but not $100 per hour we can t afford that. Peter Bloor asked what hourly rate would be affordable. Kelly Te Heuheu get report, we can t say what it should be. Christine Batt read full paragraph ex new draft Trust Order. Need to come back to next owners meeting. Procedure for special general meetings requisitioned by owners Kahi Dickinson Wants the word shall put in place of must in the Trust Order: Waste of time unless contains word shall... instead of must Duty to call meetings must, change to shall gives accountability shall be required to give consideration Jim Biddle Good, informative meeting. Don t agree with shall. Law states that Trustees may taken owners views into consideration. Couple of matters to conclude, re Trustee meeting fees, etc. Need more communication with owners would be good to do this through newsletters to marae s. Trust needs to settle down and move forward into future. Rawiti Wall Don t appear on the owners register. Doesn t know what to do about that. Lists of owners printed ex Maori Land Online yesterday. Possibly need to go back to them to verify what name its under. Moved for resolution that lunches and buses be paid for. Moved: Harvey Karaitiana / Seconded: Barbara Moana The meeting closed at 4.50 pm.