Agenda of Te Koekoeā Committee for Council Controlled Organisations Meeting

	Authorising Body	Mayor/Council
	Status	Standing Committee
COUNCIL COMMITTEE	Title	Te Koekoeā Committee for Council Controlled Organisations Terms of Reference
	Approval Date	11 December 2025
	Responsible Officer	Chief Executive

(1) Kaupapa / Purpose

Te Koekoeā Committee for Council Controlled Organisations safeguards community interests by providing strategic oversight of the Far North District Council's Council-Controlled Organisations (CCOs) by:

· Overseeing the establishment of CCOs and key governance activities under the Local Government Act 2002, including director appointments

· Recommending to Council on the content of Letters of Expectations.

· Reviewing Statements of Intent and ensuring CCO strategies align with Council priorities.

· Monitoring CCO performance to ensure accountability and transparency.

· Promoting a culture of openness and continuous improvement between Council and it’s CCOs.

· Reporting to other Council committees and to Council as required.

(2) Ngā Huānga / Membership

The Council will determine the membership of the Committee including at least one independent appointment with suitable financial and risk management knowledge and experience.

The Committee will comprise of elected members, and one independent appointed member, appointed as Deputy-Chairperson with full voting rights.

Kahika / Mayor Moko Tepania is an ex-officio member of all Committees.

Cr John Vujcich – Chairperson

Gordon Shaw – Deputy Chairperson and Independent Member

Cr Rachel Baucke

Cr Ann Court

Cr Felicity Foy

Cr Davina Smolders

(3) Kōrama / Quorum

The quorum at a meeting of the Committee is 4 members.

(4) Ngā Hui / Frequency of Meetings

The Committee shall meet 8 weekly.

(5) Ngā Apatono / Power to Delegate

The Committee may not delegate any of its responsibilities, duties or powers.

(6) Ngā Herenga Paetae / Responsibilities

The Committee's responsibilities are described below:

6.1 Establishment Evaluations (s56 LGA)

6.1.1 Ensure new CCOs are formed in compliance with LGA and aligned with Council frameworks.

6.2 Director Appointments and Board Evaluations (s57 LGA)

6.2.1 Perform ‘Appointment Committee’ duties in accordance with FNDC Policy: Appointment and Remuneration of Directors for Council Organisations.

6.2.2 Recommend external advisors or consultants to Council as required.

6.3 Planning and Statements of Intent (s64; Schedule 8, LGA)

6.3.1 Review CCO strategic plans and advise on their suitability.

6.3.2 Review and recommend approval of Letters of Expectation.

6.3.3 Review draft Statements of Intent (SoIs) for clarity, alignment and deliverability.

6.3.4 Recommend adoption of final SoIs.

6.4 Monitoring and Reporting (s65 – 67 LGA)

6.4.1 Review and recommend Council adoption of each CCO’s Annual Report as required (s 67 LGA)

6.4.2 Review half-yearly or quarterly reports, including performance against SoI requirements (s 66 LGA).

6.4.3 Participate in governance-to-governance meetings with CCOs to strengthen oversight and strategic alignment.

6.4.4 Request any information or reports from CCO management to fulfil its duties.

6.4.5 Receive reports on CCO delivery against strategies and plans.

6.4.6 Monitor all CCO reporting and escalate variances or concerns as appropriate.

6.4.7 Monitor key risks and emerging issues reported by CCOs and ensure material matters are escalated to Council as required.

(7) Ngā Ture / Rules and Procedures

These Terms of Reference should be read in conjunction with the Local Government Act 2002, the FNDC Code of Conduct, and all other applicable legislation and internal policies, including but not limited to:

· Appointment and Remuneration of Directors for Council Organisations

All Committee meetings will be conducted in accordance with Council’s Standing Orders and the FNDC Code of Conduct.

X = All CCOs

FNHL = Far North Holdings Ltd

NINC = Northland Inc (Primary oversight managed by a Joint Regional Committee)

NWDW = Northland Water Done Well/Northland Waters Ltd (Primary oversight managed by a Joint Regional Committee)

AR = As Required

Far North District Council

Te Koekoeā Committee for Council Controlled Organisations Meeting

will be held in the Council Chamber, Memorial Ave, Kaikohe on:

Tuesday 16 June 2026 at 10:00 am

Te Paeroa Mahi / Order of Business

1 Karakia Tīmatanga / Opening Prayer 7

2 Ngā Whakapāha Me Ngā Pānga Mema / Apologies and Declarations of Interest 7

3 Ngā Tono Kōrero / Deputation. 7

4 Te Whakaaetanga o Ngā Meneti o Mua / Confirmation of Previous Minutes. 8

4.1 Confirmation of Previous Minutes. 8

5 Ngā Pūrongo / Reports. 13

5.1 Northland Waters Limited - Standing Approach to Shareholders' Representative Appointments. 13

6 Ngā Pūrongo Taipitopito / Information Reports. 59

6.1 Pou Herenga Tai - Twin Coast Cycle Trail - Half Year Report 59

7 Te Wāhanga Tūmataiti / Public Excluded. 63

7.1 Confirmation of Previous Minutes - Public Excluded. 63

7.2 Far North Holdings Limited - CCO Performance Report 63

7.3 Far North Holdings Limited - Board Appointments. 63

8 Karakia Whakamutunga / Closing Prayer 64

9 Te Kapinga Hui / Meeting Close. 64

4 Te Whakaaetanga o Ngā Meneti o Mua / Confirmation of Previous Minutes

4.1 Confirmation of Previous Minutes

File Number: A5789869

Author: Marysa Maheno, Democracy Advisor

Authoriser: Aisha Huriwai, Manager - Democracy Services

Take Pūrongo / Purpose of the Report

The minutes are attached to allow the Committee to confirm that the minutes are a true and correct record of previous meetings.

tŪtohunga / Recommendation

That Te Koekoeā Committee for Council Controlled Organisations confirm the minutes of the meeting held 21 April 2026 are true and correct.

1) TĀhuhu kŌrero / Background

Local Government Act 2002 Schedule 7 Section 28 states that a local authority must keep minutes of its proceedings. The minutes of these proceedings duly entered and authenticated as prescribed by a local authority are prima facie evidence of those meetings.

2) matapaki me NgĀ KŌwhiringa / Discussion and Options

The minutes of the meetings are attached.

Far North District Council Standing Orders Section 27.3 states that no discussion shall arise on the substance of the minutes in any succeeding meeting, except as to their correctness.

TAKE TŪTOHUNGA / REASON FOR THE RECOMMENDATION

The reason for the recommendation is to confirm the minutes are a true and correct record of the previous meetings.

3) PĀnga PŪtea me ngĀ wĀhanga tahua / Financial Implications and Budgetary Provision

There are no financial implications or the need for budgetary provision as a result of this report.

Attachments

1. 2026-04-21 Te Koekoeā Committee for Council Controlled Organisations Minutes - A5711073 ⇩

Hōtaka Take Ōkawa / Compliance schedule:

Full consideration has been given to the provisions of the Local Government Act 2002 S77 in relation to decision making, in particular:

1. A Local authority must, in the course of the decision-making process,

a) Seek to identify all reasonably practicable options for the achievement of the objective of a decision; and

b) Assess the options in terms of their advantages and disadvantages; and

c) If any of the options identified under paragraph (a) involves a significant decision in relation to land or a body of water, take into account the relationship of Māori and their culture and traditions with their ancestral land, water sites, waahi tapu, valued flora and fauna and other taonga.

2. This section is subject to Section 79 - Compliance with procedures in relation to decisions.

He Take Ōkawa / Compliance Requirement	Aromatawai Kaimahi / Staff Assessment
State the level of significance (high or low) of the issue or proposal as determined by the Council’s Significance and Engagement Policy	This is a matter of low significance.
State the relevant Council policies (external or internal), legislation, and/or community outcomes (as stated in the LTP) that relate to this decision.	This report complies with the Local Government Act 2002 Schedule 7 Section 28.
State whether this issue or proposal has a District wide relevance and, if not, the ways in which the appropriate Community Board’s views have been sought.	It is the responsibility of each meeting to confirm their minutes therefore the views of another meeting are not relevant.
State the possible implications for Māori and how Māori have been provided with an opportunity to contribute to decision making if this decision is significant and relates to land and/or any body of water.	There are no implications for Māori in confirming minutes from a previous meeting. Any implications on Māori arising from matters included in meeting minutes should be considered as part of the relevant report.
Identify persons likely to be affected by or have an interest in the matter, and how you have given consideration to their views or preferences (for example, youth, the aged and those with disabilities).	This report is asking for minutes to be confirmed as true and correct record, any interests that affect other people should be considered as part of the individual reports.
State the financial implications and where budgetary provisions have been made to support this decision.	There are no financial implications or the need for budgetary provision arising from this report.
Chief Financial Officer review.	The Chief Financial Officer has not reviewed this report.

5 Ngā Pūrongo / Reports

5.1 Northland Waters Limited - Standing Approach to Shareholders' Representative Appointments

File Number: A5671618

Author: Charlie Billington, Group Manager - Corporate Services

Authoriser: Guy Holroyd, Chief Executive Officer

Take Pūrongo / Purpose of the Report

To present options to Te Koekoeā to consider whether future Far North District Council (FNDC) appointments to the Northland Waters Limited Shareholders’ Representative Group should be restricted to elected members of Council, and to seek Te Koekoeā’s recommendation to Council.

WhakarĀpopoto matua / Executive Summary

· On 20 May 2026, Council resolved to enter Northland Waters Limited (NWL) as a shareholder (Resolution 2026/17).

· That resolution appointed two elected member representatives and two elected member alternates to the Shareholders’ Representative Group (SRG).

· That resolution also referred to Te Koekoeā for consideration whether future SRG appointments, including both representatives and alternates, should be restricted to elected members of Council.

· This report presents two options, with the advantages and disadvantages of each.

tŪtohunga / Recommendation

That Te Koekoeā Committee for Council Controlled Organisations adopt one of the following alternative recommendations to Council:

a) That Te Koekoeā recommend to Council that Council:

(i) adopt a standing approach that, for future FNDC appointments to the Northland Waters Limited Shareholders’ Representative Group, both representative positions and both alternate positions be filled by elected members of Council; and

(ii) request that the Chief Executive prepare a decision-making report to Council with an appropriate governance pathway to give effect to that standing approach.

b) That Te Koekoeā recommend to Council that Council make no additional restriction on future FNDC appointments to the Northland Waters Limited Shareholders’ Representative Group beyond the requirements of the Shareholders’ Agreement, under which at least one representative is an elected member and the second representative may be a non-elected person, and that Council retain discretion to appoint elected members to all positions in any appointment round.

1) TĀhuhu kŌrero / Background

Northland Waters Limited (NWL) is a multi-council water services council-controlled organisation (CCO) established under the Local Government (Water Services) Act 2025 as part of the Local Water Done Well programme. It will deliver drinking water and wastewater services across the Far North, Whangārei, and Kaipara districts. Far North District Council (FNDC), Whangārei District Council, and Kaipara District Council are its shareholder councils.

On 1 April 2026, Council endorsed in principle the Northland Waters Shareholders’ Agreement (SHA), subject, among other matters, to a requirement that both SRG representatives be elected members. At that time the foundation documents were still in draft, and the requirement could have been tabled at the Elected Member Steering Group (EMSG) as an amendment to clause 6 of Schedule 4, which as drafted requires only that at least one representative be an elected member. An amendment to the SHA in this manner would be applicable to all shareholder Councils.

Between 1 April and 20 May 2026, that amendment was not made at the multi-council level. The other shareholder councils did not adopt the same position, and the SHA was finalised retaining clause 6 as drafted.

On 20 May 2026, Council resolved to enter NWL and executed the SHA, the constitution, and the transition agreement. Council appointed Mayor Moko Tepania and Cr John Vujcich as representatives, with Cr Arohanui Allen and Cr Kelly Stratford as alternates. All four appointees are elected members. Clause (i) of the resolution referred the standing approach question to Te Koekoeā.

The other shareholder councils have taken different approaches.

· Whangārei District Council has retained the position provided by the SHA, permitting one elected representative and one elective representative (elected member or independent representative).

· Kaipara District Council has resolved a self-imposed restriction to elected members only.

Council has referred the matter to Te Koekoeā to consider whether FNDC should apply the same self-imposed restriction to its own future appointments, and to recommend back to Council.

2) matapaki me NgĀ KŌwhiringa / Discussion and Options

Legislation, the Shareholders’ Agreement, and the SRG

NWL is incorporated under the Companies Act 1993. The Local Government (Water Services) Act 2025 provides the framework for water services CCOs.

A shareholders’ agreement is a contract between the shareholders of a company. It sets out how the shareholders exercise their collective rights, including how each shareholder is represented and how the shareholders hold the company to account. For NWL, the SHA performs this role for the three shareholder councils.

The purpose of the SRG is to:

· provide governance oversight of the Company which provides Water Services in the Service Areas; and

· provide a forum for the representatives of the Shareholders to meet, discuss and co-ordinate decision-making on relevant issues and through their representatives exercise the Shareholders’ powers make certain decisions relating to the Company.

The responsibilities of the SRG are outlined in Schedule 4 of the SHA, and are as follows:

· Receiving and considering the half-yearly and annual reports of the Company;

· Reviewing and considering reporting from the Company as required under the Transition Agreement;

· Receiving and considering such other information from the Company as the SRG may request on behalf of the Shareholders and/or receive from time to time;

· Undertaking performance and other monitoring of the Company;

· Considering and providing recommendations to the Shareholders on proposals from the Company;

· Providing co-ordinated feedback, and recommendations as needed, on any matters requested by the Company or any Shareholder;

· Preparing the draft form of the Statement of Expectations, receiving feedback from the Shareholders on this and producing a final draft of the Statement of Expectations for approval by the Shareholders;

· Agreeing when Shareholder meetings, or resolutions in lieu of Shareholder meetings, are required, without prejudice to Shareholder and Board rights to call meetings under the Company's Constitution;

· Monitoring the performance of the Board, including by commissioning an independent assessment of the performance of the Board at not less than 3 yearly intervals; and

· Providing recommendations to the Shareholders regarding changes to these Terms of Reference, the Shareholders' Agreement and the Constitution of the Company.

Each shareholder appoints two representatives and two alternates. Under clause 6, at least one of the two representatives must be an elected member. Under clause 7, the alternate for an elected-member representative must also be an elected member. The SRG also has an independent, non-voting chairperson appointed through a structured process.

Why the matter is before Te Koekoeā

The requirement that both FNDC representatives be elected members was moved as an amendment from the floor at the 1 April 2026 Council meeting. It could not be given effect at the multi-council level, because the SHA was finalised before the amendment could be incorporated. On 20 May 2026, Council entered NWL, made its appointments, and referred the standing approach question to Te Koekoeā.

When the matter was discussed in Council, the decision-making requirements of Part 6 of the Local Government Act 2002 (LGA 2002) were noted. Referring the matter to Te Koekoeā provides the opportunity to consider the options properly before a recommendation is made to Council.

Scope of the standing approach

The standing approach would apply to future appointments to the SRG, appointments following the triennial election, and vacancies arising mid-term. The SHA intends that no SRG decisions are scheduled during the election changeover period, and provides that a shareholder may replace a representative or alternate at any time by written notice. Any standing approach adopted by Council would apply to future appointments unless Council later resolved to amend, revoke, or depart from it through a formal decision.

Current appointments

The four positions appointed on 20 May 2026 are filled by elected members and remain in place. The committee is not being asked to revisit them. The standing approach concerns future appointments only.

Options

Staff present two options and have not formed a recommendation.

Option A: representatives and alternates restricted to elected members only

FNDC would adopt a self-imposed restriction that all its SRG positions be filled by elected members. This goes beyond the SHA, which requires only that at least one representative, and the alternate for an elected-member representative, be an elected member.

Advantages

· Keeps FNDC’s owner decisions, including unanimous decisions on appointing and removing NWL directors, appointing the chair, and transition agreement matters, with elected members.

· Maintains a clear line of accountability from SRG decisions to ratepayers.

· Aligns with the approach taken by Kaipara District Council.

· Avoids the need to structure and manage a non-elected appointment, including remuneration and appointment terms.

Disadvantages

· The SRG monitors a complex CCO, approves the board skills matrix, and scrutinises company reporting; elected members may bring less specialist governance, commercial, or water-sector expertise to that work.

· May reduce continuity and institutional memory across election cycles.

· Concentrates the SRG workload, which is at least four meetings a year and more during establishment, on elected members.

· Goes beyond the SHA requirement and differs from Whangārei District Council’s approach.

Option B: no additional restriction; appointments as provided by the Shareholders’ Agreement

FNDC would make no change. Its appointments would remain as the SHA provides: at least one representative an elected member, the alternate for an elected-member representative also an elected member, and the second representative able to be a non-elected person. If Council considered appointing a non-elected person, matters such as expertise, independence, conflicts of interest, confidentiality, and role clarity would be assessed at the time of appointment.

Advantages

· Leaves FNDC consistent with the SHA as executed and with Whangārei District Council’s approach.

· Allows FNDC to bring independent expertise, such as governance, commercial, or water-sector, to the SRG’s oversight and director-appointment functions where Council considers it useful.

· May retain continuity and institutional memory across election cycles.

· Preserves flexibility; no standing restriction would need amending to respond to future needs.

Disadvantages

· A non-elected representative would exercise FNDC’s owner vote, including on unanimous decisions to appoint or remove NWL directors and on the Statement of Expectations, without the direct community accountability an elected member carries.

· If FNDC used the non-elected seat, it would need to select a suitable person; and, as the SHA requires, that representative’s remuneration would be set by unanimous agreement of the shareholders and an indemnity provided (see Section 3).

· Differs from Kaipara District Council’s approach.

Mechanism to give effect to the standing approach

A mechanism is only required for Option A. Option A introduces a new self-imposed restriction and would need an instrument to bind future appointments. Option B requires no mechanism, because it leaves FNDC’s appointments as provided by the SHA.

If Council wishes to give effect to Option A, such as:

· A standing resolution of Council, which is the simplest and is changeable by any future Council; or

· Expanding FNDC’s Appointment and Remuneration of Directors for Council Organisations Policy (Policy #2123) to cover shareholder-representative appointments; or

· A discrete new policy. Policy #2123 is made under section 57 of the LGA 2002 and currently governs the appointment of directors to council organisations, which is a different role from a shareholder representative.

If Council adopts Option A, staff would provide a decision making report back to Council with an appropriate governance pathway to give it effect with an appropriate mechanism such as the options above.

Any non-elected appointee would require clear appointment terms addressing matters such as confidentiality, conflicts of interest, reporting expectations, remuneration, and indemnity, consistent with the SHA.

Take Tūtohunga / Reason for the Recommendation

Staff have not presented a recommendation.

ngĀ wĀhanga tahua / Financial Implications and Budgetary Provision

Option A has no additional direct cost beyond existing elected member allowance and reimbursement arrangements.

Option B may involve additional cost if Council appoints a non-elected representative, because the SHA requires the appointing council to set that representative’s remuneration and provide indemnity. Any such cost would be considered as part of a future appointment decision.

Āpitihanga / Attachments

1. Northland Waters - Shareholders Agreement - A5816916 ⇩

Hōtaka Take Ōkawa / Compliance Schedule:

Full consideration has been given to the provisions of the Local Government Act 2002 S77 in relation to decision making, in particular:

1. A Local authority must, in the course of the decision-making process,

a) Seek to identify all reasonably practicable options for the achievement of the objective of a decision; and

b) Assess the options in terms of their advantages and disadvantages; and

2. This section is subject to Section 79 - Compliance with procedures in relation to decisions.

He Take Ōkawa / Compliance Requirement	Aromatawai Kaimahi / Staff Assessment
State the level of significance (high or low) of the issue or proposal as determined by the Council’s Significance and Engagement Policy	Low. Assessed against the Significance and Engagement Policy 2021, the matter is consistent with existing arrangements and has limited financial impact.
State the relevant Council policies (external or internal), legislation, and/or community outcomes (as stated in the LTP) that relate to this decision.	· Local Government Act 2002, Part 6; · Local Government (Water Services) Act 2025; · Companies Act 1993;
State whether this issue or proposal has a District wide relevance and, if not, the ways in which the appropriate Community Board’s views have been sought.	District-wide governance matter outside Community Board delegations.
State the possible implications for Māori and how Māori have been provided with an opportunity to contribute to decision making if this decision is significant and relates to land and/or any body of water. State the possible implications and how this report aligns with Te Tiriti o Waitangi / The Treaty of Waitangi.	The SRG holds Northland Waters Limited to account for water services delivery across Te Tai Tokerau, which is of significant interest to iwi and hapū. Through the Statement of Expectations, the SRG shapes how Council sets its shareholder expectations for engagement with mana whenua, with Te Kuaka advising Council alongside Te Koekoeā.
Identify persons likely to be affected by or have an interest in the matter, and how you have given consideration to their views or preferences (for example – youth, the aged and those with disabilities).	Elected members; potential future non-elected representatives.
State the financial implications and where budgetary provisions have been made to support this decision.	No direct financial implications arise from this report. Costs are addressed in Section 3.
Chief Financial Officer review.	The CFO has not reviewed this paper.