A board's success depends entirely on the people who sit around the board table and how they contribute their skills and perspectives to discussion and debate. In some structures, the directors/trustees are elected by the owners/shareholders so the board composition is decided by the election process. In others, directors/trustees are appointed and the mix of skills can be carefully planned. In all boards the mix of directors/trustees should be one that gives the depth and breadth needed to make good decisions for the future of the organisation.
Directors and trustees should receive formal notification of their appointment. See the points that should be included in this letter.
The size of the board depends on the mix of skills needed, legal, constitutional and representation requirements, the size of the organisation itself, and the number of people that can be expected to work effectively together.
Points to consider in selecting directors/trustees are:
Charitable Trusts are governed by a Board.
The Trust Deed or other document establishing the trust or society sets out the process for the appointment of trustees (or members) to the board.
Evidence of the appointment of new board members is required to be recorded by the chairman in a memorandum. The form of memorandum is set out in Schedule 1 of the Charitable Trusts Act 1957.
Recruiting new board members can be a particularly challenging area for Māori charitable trusts. Rather than a strictly business skill base, board appointments may be influenced by the requirements of the organisation including whakapapa and tikanga requirements (i.e. a rangatira or respected elder), whanaungatanga (a relative), or because of expertise in other fields (i.e. business/financial skills/qualifications).
Where a board cannot find all the skills in one person, the board may balance people who are appointed for business skills and others for their tikanga skills. Transparency and quality control are essential in the appointment process. This can be helped by advertising vacancies, candidate vetting, education/training of existing board members, regular board member rotation, annual assessment/audit of performance and procedures for removal of board members in the event of non-performance.
An understanding of history, tikanga, and the cultural values relating to the society's business may be important in assessing candidates for board positions. Some societies refer to the Treaty of Waitangi in their mission/vision statements and core legal documents. Boards need to be clear as to what the references actually mean as far as governance is concerned as they could be held to account in the event of non-compliance.
Beneficiaries elect the members of the Māori Trust Boards.
There are restrictions as to who can be appointed as a board.
In particular only beneficiaries can stand for election and no person can be appointed to the board who is:
Points to consider in electing board members are:
The original trustees are those appointed by the trust deed.
The procedure for appointing new trustees is normally contained in the trust deed. The procedure in the trust deed should be used.
The Māori Land Court makes the appointment of trustees.
In deciding whether or not to appoint a person as a trustee the Māori Land Court is required to have regard to the ability, experience and knowledge of the proposed trustee.
The Māori Land Court will not appoint a person to a trust unless it is satisfied that the appointment will be broadly acceptable to the owners.
The persons who may be appointed as trustees are:
The Court when establishing a trust must appoint one or more responsible trustees. The Court may also appoint one or more advisory trustees and one or more custodian trustees.
Responsible trustees are responsible for:
Advisory trustees advise responsible trustees on any matter relating to the trust
Custodian trustees if appointed, will have the trust property vested in them. However, the responsible trustee is responsible for the management of the trust property. Custodian trustees are responsible for:
In the event that the custodian trustee disagrees with a direction of the responsible trustees he or she may apply to the Māori Land Court for directions.
Interested trustees are permitted.
In particular a person is not disqualified from being elected or from holding office as a trustee because of that person's employment as a servant or officer of the trust, or interest or concern in any contract made by the trust. However, such trustees are prohibited from voting or participating in matters that affect any other interests or positions they may have with the trust (section 227A Te Ture Whenua Māori Act 1993).
Recruiting new trustees can be a particularly challenging area for Māori Land Court trusts. Rather than a strictly business skill base, trustee appointments may be influenced by the requirements of the trust including whakapapa and tikanga requirements (i.e. rangatira or respected elder), whanaungatanga (representation from various whanau) or because of expertise in other fields (i.e. business/financial skills/qualifications). If a trust for example cannot find all the skills in one person, the trust may balance people who are appointed for personal skills and others for their tikanga skills.
Transparency and quality control are essential in the appointment process are recommended. Where particular skills or expertise are sought or required then the trustees should make this known to the beneficiaries.
The term of appointment for trustees may be open ended. Accordingly there is a need for those trustees to make a strong contribution for many years. Other Māori trusts have trustees for a certain number of years and are usually renewable.
An understanding of history, tikanga and the cultural values relating to the trust may be important in assessing candidates to be trustees.
Tikanga principles are often put into practice by Māori trusts alongside general governance principles. For example Māori land trusts may take into account the aspirations of the whanau in relation to its employment policy.
Trustees need to be aware of relevant employment laws to ensure that the correct legal procedures are followed. This is particularly important in relation to personal grievance and dismissal issues.
The aspirations of the whanau landowners may also include the expectation that beef and mutton be provided for tangihanga at the local marae/s or for important hui. Such aspirations are often inconsistent with the commercial aspirations of the trustees and other owners. It is important that the trustees establish a clear policy or guidelines with the whanau to ensure that the commercial aims are not put in jeopardy and to avoid any accusations of inappropriate behaviour.
When an order is made incorporating the owners of any land, the Māori Land Court appoints an interim committee of management consisting of at least three and up to seven members.
The people who are appointed hold office as interim members of the committee of management until the first annual general meeting of the incorporation.
An effective committee should contain a balance of experience and skills, follow a philosophy of collective responsibility and communicate appropriately with shareholders. As committees are elected the experience and skill base may be affected by the outcome of the three yearly elections.
The committee members are elected at the annual general meeting. Elections to the committee may be influenced by whakapapa and tikanga requirements as well as expertise in a particular field. Owners with the largest shareholding can also influence or control who is elected on to the committee of management.
There are also restrictions as to who can be appointed to the committee.
No person can be appointed to the committee who is or becomes:
Points to consider in electing committee members are:
Term of committee member: The term of a committee member is normally three years. The shareholders may by special resolution, determine that the term of office of a member shall expire at a date that allows for rotation of the committee members.
At the first annual general meeting of shareholders the shareholders elect a committee of management.
If you want to be elected to a committee, you need to make sure you fully understand the election timing and processes as set out in the Te Ture Whenua Act 1993 and the Māori Incorporation Constitution Regulations 1994.
Trustees for Māori reservations are appointed by order of the Māori Land Court.
The trustees can be a body corporate such as a company, or an incorporated society, or two or more people.
The trustees hold office from the date specified in the relevant order of the Māori Land Court.
The term of the trustees' appointment is as set out in the trust order. In some orders the term will be open ended so that there is a need for people who are made trustees to be able to make a contribution for many years.
On being appointed the trustees are required to give notice of the appointment by public notice in the local newspaper and such other notice as the Māori Land Court may direct.
The Māori Land Court appoints new or additional trustees.
An understanding of history, tikanga and the cultural values relating to the hapu may be important to assessing candidates to be trustees. The appointment of trustees may be influenced by whakapapa or family connections to the reserve.
Last modified: 28/09/2011
