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Frequently Asked Questions

FAQ as at 3 September 2020.

Hui and Voting

I haven’t received my voting pack, who do I contact?

 Please contact Election Services on (09) 973 5212 or info@electionservices.co.nz in the first instance.

What do I do if my voting paper has been lost or damaged?

 Please contact Election Services on (09) 973 5212 or info@electionservices.co.nz in the first instance.

When is the deadline for the voting?

Postal voting closes: 12 noon on Tuesday, 8 September
Online voting closes: 12 noon on Sunday, 13 September (the day of the SGM)
Ballot box voting: 12 noon on Sunday, 13 September (the day of the SGM) (only possible if COVID-19 restrictions on gatherings lift)

What is the quorum for the SGM?

The “quorum” is the number of adult members that must be present at the hui (either online or in person) so that it can proceed. The Trust Deed (at Clause 6.9) requires a quorum of 100 adult members of Ngāti Whātua Ōrākei for SGMs.

How will you know if you have a quorum?

 We have processes in place to identify and count all attendees whether our SGM is fully online, fully in person, or a mix of both.

Do I have to attend the SGM to be counted in the quorum or is it enought that I have voted online before the SGM?

Members will need to attend the SGM either in person or electronically, depending on the COVID-19 restrictions in place at the time of the SGM, in order to be counted as part of the quorum. Please vote AND attend the SGM! 

Is the online voting process a secure process?

Yes, it is. The voting process is being managed by Election Services on behalf of the Trust. It will ensure the online voting portal is secure, each member only has one vote, only eligible voters are able to vote, all votes are recorded and counted, and voting forms have enough information to identify the voter.

Can I vote via zoom at the SGM?

No, you can not vote via zoom at the SGM. The SGM zoom link will only enable you to participate in the kōrero at the SGM, not to vote. The methods of voting are via post, online using the link provided, and (so long as there are no COVID-19 restrictions on gatherings) by putting your voting paper in the ballot box at the SGM. Please check your voting pack and the website for more details about how to vote: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Do all members have the right to vote or just uri members (i.e. members who have a toto – blood – connection to Tuperiri)?

All registered adult members have the right to vote, whether or not they are uri members .

Why aren’t there proxy votes?

The Trust Deed (at clause 6.11) does not allow the use of proxy votes for voting on special resolutions (which is the type of resolution required for the proposed amendments to the Trust Deed)

How are we able to vote online for these resolutions if our current Trust Deed doesn’t allow it?

The Trust is utilising the provisions of the Covid-19 Response (Requirements For Entities – Modifications And Exemptions) Act 2020 (the CREME Act) which enables us to use electronic voting and hold an electronic hui during the COVID-19 crisis even though the Trust Deed is currently silent on this form of voting and meeting.

Will the Trust provide a breakdown of voting so we can see how many members voted online and how many voted by post?

Yes, the Trust will have a breakdown of how many members voted online and how many by post (and also how many by ballot, if COVID-19 restrictions on gatherings permit an in person hui).

I have recently applied for NWŌ membership, will I be approved in time to vote at the SGM?

The whakapapa committee does not intend to meet before the date of the SGM. If you have applied for membership before the date of the SGM your application will be assessed based on the membership definition in place at the time of the application.  

How do I find the link to attend the SGM online?

The Zoom link to the SGM is in the notice of meeting which is in your voting pack. Please check your voting pack and the website for more details: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Will the Special General Meeting go ahead if COVID-19 restrictions on gatherings are re-introduced?

Yes, the SGM will proceed even though we won’t be able to meet in person at the Marae if COVID-19 restrictions on gatherings are re-introduced. The SGM will proceed as planned via Zoom at the link included in the notice of meeting which is in your voting pack. We are able to host the SGM online due to the Covid-19 Response (Requirements For Entities – Modifications And Exemptions) Act 2020 (the CREME Act) which enables us to use electronic voting and hold an electronic hui during the COVID-19 crisis even though the Trust Deed is currently silent on this form of voting and meeting. Please check your voting pack and the website for more details: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

How will the Trust cater for the SGM at COVID-19 Alert Levels 3 or 4? 

We will host a fully online SGM via Zoom at levels 3 or 4. Please check your voting pack and the website for more information on how to attend the SGM: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Can I attend the SGM even if I have already cast my vote?

 Yes, absolutely! We need 100 registered adult members to be present at the SGM to make it a official meeting and to enable the votes to be counted and a result determined. Please attend whether or not you have voted either by Zoom or in person depending on the COVID-19 restrictions on gatherings. Also – please vote!

Why do we have to have to hold two separate meetings this year (i.e. a special general meeting and an annual general meeting)?

The Trust Deed (at clause 16) requires any proposed amendments to the Trust Deed be made by a special resolution and requires special resolutions to be voted on at an SGM (at the fourth schedule of the Trust Deed). The Trust Deed (at Clause 4.1 of the Fourth Schedule) prevents any other business being transacted at the SGM which means we have to hold a separate AGM to report to whānau on the year that has been and our plan for the following year as usual.

Will the Trust provide support for whānau who live outside Auckland to travel to attend information hui or the SGM?

The Trust is not providing transport but is holding the SGM and some of the information hui by Zoom which whānau can attend from their own homes, please check your voting pack or the website for details: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Will all kanohi ki te kanohi hui be replaced by electronic hui?

 No, kanohi ki te kanohi hui are still our preference and will be used whenever possible. However, we will look to live stream hui whenever we can so whānau outside of Auckland can watch and attend.

Will electronic voting be available on the NWO app in the future?

We want to encourage increased participation by whānau and will continue to use digital means for voting if the Trust Deed changes are approved. Adding voting functionality to the app will be considered as part of the app development.

As at 3 September 2020.

Membership - Resolutions 1 and 2

Is there a difference between Whakapapa and Membership?

Yes, there is a difference between whakapapa and membership. Whakapapa is the line of descent that links whānau to their ancestors and membership is the criteria set out in the Trust Deed which must be met in order to be registered as a member of Ngāti Whātua Ōrākei. Whakapapa is not affected by membership. Please check the amendments booklet in your voting pack or the website for more details: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

How does the Adoption Act affect the proposed amendments to membership?

The proposed amendments reflect whakapapa that in order for an individual to be from Ngāti Whātua Ōrākei (and therefore eligible to be a registered Member of the Hapū), that person must be a toto (blood) descendant of Tuperiri. This could be thought to be inconsistent with the application of the Adoption Act 1955. However, from a tikanga perspective, whakapapa is the primary consideration and an act of parliament should not deem a person to either be from a hapū or no longer be from a hapū. It is the whakapapa of the person (a toto (by blood)) which matters.

What is the definition of spouse?

Spouse is not defined in the Trust Deed but generally includes de-facto or civil union partners.

What is the definition of Whāngai?

Whāngai is defined in the Trust Deed as: “those persons who are adopted by a Member of Ngāti

Whātua Ōrākei in accordance with the tikanga of Ngāti Whātua Ōrakei.”

If the proposed membership definition is passed, does this mean whānau who are toto but have been adopted or whāngai out will be able to be members?

 Yes, they will be eligible for membership.

Are non-members, such as adopted or whāngai individuals who are not toto, eligible to become an Elected Representative on the Trust?

Only adult members of Ngāti Whātua Ōrākei are eligible to be nominated for election as an Elected Representative. Adopted or whāngai individuals who are not toto but are registered as members of Ngāti Whātua Ōrākei are eligible for nomination.

If the proposed membership definition is passed, will adopted or whāngai members who are not toto be removed from the Membership list?

No. If you are on the membership list before the date of the SGM, you cannot be removed, regardless of whether you have a toto (blood) connection to Tuperiri or not.

If you are required to have a toto (blood) connection to Tuperiri to be eligible to be a member, what will happen to whāngai members, will they be removed from the membership list?

 No. If you are on the membership list before the date of the SGM, you cannot be removed, regardless of whether you have a toto (blood) connection to Tuperiri or not. The removal provision will only apply to members registered after the date of the SGM.

Could a tikanga or marae process be used when disputing a decision of the Whakapapa Committee to remove a member from the membership list?

 The Trust Deed does not specifically provide for such a process but there is no reason why one could not be used by the Disputes Committee.

 If the proposed membership definition is passed, will adopted or whāngai individuals be able to be registered as members?

 No, unless they have a toto (blood) connection to Tuperiri.

 If the proposed membership definition is passed, what affect will it have on the future children and grandchildren of adopted or whāngai members who are not toto?

Each application will be assessed against the new definition. This means that children or grandchildren who do not have a toto (blood) connection to Tuperiri, will not be eligible for membership.

What benefits will non-members, such as adopted or whāngai children, receive under the new clause 2.4(q) which provides for the Trust to provide benefits to non-members at its discretion?

Non-member individuals must have a whānau connection to a member in order to be eligible for benefits under this proposed provision. The benefits, if any, to be provided to non-members who have a whānau connection to a member will be determined by the Trust from time to time. No benefits have been considered by the Trust at this time.

How will the Trust determine which whānau will receive what benefits under the new clause 2.4(q) which provides for the Trustee to provide benefits to non-members at its discretion?

 No benefits have been considered by the Trust at this time. However, the Trust anticipates setting these benefits on an annual or other long term basis to provide certainty for these whānau. Non-member individuals must have a whānau connection to a member in order to be eligible for benefits under this proposed provision.

 What does “the Trustee may, in its sole discretion…” mean in new clause 2.4(q) and what process will the Trustee follow to exercise its discretion to provide benefits to categories of individuals who are not Members but who have a whānau connection to a Member?

 The words “in its sole discretion” means only the Elected Representatives, as directors of the Trustee, may decide to provide any particular benefit to non-members. The process the Elected Representatives will follow will be the usual process they follow under the Trust Deed to pass a resolution, which is by a majority decision.

 Why is there nothing specific to whāngai or adopted individuals in the proposed amendments to the Trust Deed?

 Provision is made for these individuals in the new clause 2.4(q) which clarifies the Trust’s ability to provide benefits to categories of individuals who are not members but who have a whānau connection to a Member.

 What is the tikanga of Ngāti Whātua Ōrākei?

 The tikanga of Ngāti Whātua Ōrākei has not been written down but is instead carried in the hearts and heads of many members. The Trust has established Te Reu Roa (the Cultural Kāhui) to help gather and codify Ngāti Whātua Ōrākei tikanga, starting this year. This is a big project which will require whānau input!

 If the proposed membership definition is passed, who will make membership decisions?

 The Whakapapa Committee will continue to make all membership decisions in accordance with the Trust Deed, as it currently does.

If the proposed membership definition is passed, will the Whakapapa Committee require DNA proof of toto?

 This has not been considered and would be extremely unlikely. The Whakapapa Committee relies on a variety of documentary evidence including declarations and will continue to do so.

Will the children of adopted or whāngai members who are not toto and have a home on the papa kāinga be able to succeed to the home if the proposed membership definition is passed?

Only registered members of Ngāti Whātua Ōrākei are eligible to be nominated for succession. This means any current or future children who are not currently registered as members, and do not have the toto (blood) connection to Tuperiri  (which is necessary to become a member), will not be eligible for succession.

If the proposed membership definition is passed, what support will an individual who does not have a toto (blood) connection to Tuperiri but who has children who do have a toto (blood) connection receive from the Trust?

 If your children are members they will receive benefits as usual, and you will be eligible under the new discretionary benefits provision in proposed clause 2.4(q) of the Trust Deed because you have a whānau connection to a member (your children!).

If the proposed membership definition is passed, will non-members who receive benefits under the proposed new clause 2.4(q) of the Trust Deed be added to the membership list?

No, only members will be able to be added to the membership list.

Is my membership still valid even though I don’t live in Aotearoa?

Absolutely – your membership is not affected by where you live.

What is the process to take myself and my children off the membership list?

There is no formal process, but you can contact us using the details on our website if you would like to talk with us about your membership.

As at 3 September 2020.

Loan Ratios - Resolution 3

Will Ngāti Whātua Ōrākei go into debt if the proposed amendment to lift the loan to value ratio (LVR) from 30% to 40% is passed?

The Ngāti Whātua Ōrākei Group already carries debt because it borrows money to fund our commercial operations and to provide grants, programmes, housing and other benefits to members. Careful borrowing is important because it enables us to do more and deliver on our plans without using profits or selling assets to fund these plans. The proposed amendment to lift the LVR to 40% will match the Ngāti Whātua Ōrākei Group’s banking covenants and remains conservative relative to similar sized organisations with similar asset bases which typically have LVRs of 50%. We will always maintain headroom and use debt prudently – the LVR is not a target!

 If the proposed amendment to lift the loan to value ratio (LVR) from 30% to 40% is passed, what will the money be used for?

The Group won’t borrow up to the LVR limit but will instead benefit from the lift in the LVR because it will provide a buffer against economic downturn and help prevent a potential “firesale” of land or other assets in the event of significant drop in property valuations. It will also enable the Group to deliver on its 5 year plan and 2050 Strategy and for additional dividends to be paid sooner for whānau programmes and grants. 

If the proposed amendment to lift the loan to value ratio (LVR) from 30% to 40% is NOT passed, what impact will this have on us as a hapū, as a people?

The Group will have to reduce or defer spending, use additional commercial returns such as development profits, and / or sell land. This will delay the delivery of the 5 year plan and 2050 Strategy and reduce the Group’s capacity to uplift whānau.

Will the Trust consider a lump sum dividend to whānau if there is an increase in the LVR?

Kao. This has not been considered. However the LVR increase will enable us to deliver on our aspiration and strategy sooner which includes increasing the benefits available to whānau. 

What is the difference between hapū lands and papakāinga?

 Hapū land is the papakāinga and the whenua rangatira and is land that our Settlement legislations states cannot be sold, mortgaged, or otherwise disposed of and only 1/5 of it may be leased. Please see the map attached at [insert link] for a map of our land and its classifications. We also own land on the North Shore which we are developing into mixed density residential housing, the profit from this development will be used to to support our aspirations for whānau and grow our commercial activity.

 Would the properties in Ōrākei off the ridge be the first properties to be considered for sale if we needed to sell land because of an economic downturn?

 No. At previous whānau hui, it was clear that whānau wanted us to retain land ownership in Ōrākei as a priority. We would look to sell land out of Ōrākei in first instance.

What sorts of investments will the Trust invest in as part of its diversification strategy, will it take into account the impact of COVID-19 on industries like tourism and hospitality?

 We plan to complete our investment strategy this year and put it out to whānau for feedback so we can move forward together through future investments. It will have a strong te ao Māori approach underpinned by our mātāpono. We will explore and assess all classes of investment using our investment strategy.

 Does the proposed amendment to lift the loan to value ratio (LVR) from 30% to 40% offer increased opportunities towards diversifying?

 Yes, because it will enable us to take advantage of opportunities both as they arise and as we seek them out, in accordance with our investment strategy We will always maintain headroom and use debt prudently.

 What is the $ value of the assets and the debt in our LVR?

As at 30 June 2019, our Investment Property assets were valued at $1.1 billion and we had total borrowings of $225m. Although the results for 2020 are not yet finalised we can expect both of these numbers to increase.

 How does our LVR compare with other iwi?

 It is difficult to compare ourselves to other iwi because of our asset base and structure – it is different to other iwi organisations. This is why we have instead compared ourselves to other organisations more similar to us in terms of assets and activities. For listed property trusts, which have comparable assets, the LVR is typically 50%, which is higher than the 40% proposed for the Trust.

 Is the Trust happy to spend 67% of its profits on paying interest?

Interest is the cost of our borrowings. This ratio aligns us to our banking requirements. Our objective is to increase our EBIT or profit relative to our expenses including interest. 

What happens if the value of our property assets drops to unbalance the LVR?

This is why we’re proposing an amendment to the Trust Deed to increase the LVR – it will give us some headroom so we can ride an economic storm more easily and protect against this scenario, so that if our property values drop significantly (we are not expecting this though!) we won’t have to sell property on a distressed market to maintain our LVR ratio.

If our assets decrease in value, will this squash our LVR headroom?

A decrease in the value of our assets will impact our ratio. We would consider at the time whether it is prudent to sell one or more assets or to ride out the economic downturn. Our forecasting and modelling will give us sufficient warning of any decrease in the value of our assets. The additional headroom we’re proposing gives us more flexibility to ride any economic downturn without having to sell assets.

 Does raising our LRV to 40% create any risk for us as a hapū?

 Because of our prudent approach to asset and debt management, we do not believe this change creates undue risk for the hapū and will, in fact, enable us to manage any downturns without having to sell land in a distressed market. The LVR is not a target, we will always maintain headroom and use debt prudently.

Would the Trust invest in more whānau housing, especially now that the Auckland housing market is increasing?

Whānau housing needs are always at the forefront of the Trust’s mind and will form part of our housing strategy which is being considered afresh in response to COVID pressure on whānau.

 What is EBIT and what does it mean to increase our ICR in relation to the LVR being raised?

EBIT is earnings before interest and taxes, it is the measure of the Group’s profit, including all expenses except interest and tax expenses.

ICR is interest cover ratio, it measures how many times the Group can cover its current interest payment with its available earnings, and is used to determine how easily the Group can pay its interest expenses on outstanding debt.

LVR and ICR are separate ratios. The LCR relates to the quantum of our debt, the ICR relates to our ability to cover the cost of that debt.

Has Ngāti Whātua Ōrākei ever breached the LVR restriction in the Trust Deed by going over 30%?

No, we have always (and will continue to) maintain headroom and use debt prudently.

Has our asset base been affected by the Covid-19 environment?

 Our results have not yet been finalised, but we are expecting a smaller than originally expected increase in the value of our property assets.

As at 3 September 2020.

Resolution 4 - Electronic voting, nominations, hui, and notices

If the proposed amendments to allow electronic voting are passed, will I still be able to vote if I don’t have an email address or access to a digital device?

Yes, the proposed amendments to the Trust Deed simply enable electronic voting to be used, they do not prohibit other types of voting, such as postal or ballot box voting. If we do not have your email address, we will continue to send you notices etc. via post.

As at 3 September 2020.

Resolution 5 - Trusts Act

The Trust Act imposes mandatory and default duties on trustees, why have you amended some of the default duties in the Trust Deed?

The default duties in the Trusts Act 2019 are intended to be modified or excluded to suit the purposes of the particular trust they relate to. The default duties proposed to be modified in the Trust Deed are ones that are commonly modified or excluded in trusts. Please check the amendments booklet in your voting pack or the website for more details: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

If the proposed amendments to clause 26 are passed, what will happen to important historical documentation – will it be destroyed after 7 years?

No, these proposed amendments to the Trust Deed merely align our obligations in relation to documentation retention to the requirements in the new Trusts Act 2019. The new Trusts Act 2019 requires documents created from the date it comes into force to be retained for the life of the Trust. All documents created before this date are required to be retained for 7 years (which is how long documents are currently required to be retained for). We will of course hold all important documents for the life of the Trust regardless of how long the law requires us to hold them.

If the proposed amendments to the Trust Deed in this resolution are not passed, will you have to make amendments to the Trust Deed anyway to comply with the Trusts Act 2019?

Yes, because otherwise the Trusts Act 2019 will trump the sections of Trust Deed that don’t comply with it. Clause 16.3 of the Trust Deed enables us to amend the Trust Deed to give effect to changes in relevant legislation and we would consider using this section of the Trust Deed to make the amendments in this resolution so the Trust Deed is consistent with the Trusts Act 2019, otherwise it can be difficult for non-lawyers to work out what rules apply. We wanted to make these changes clear to whānau so you are able to understand what is changing and why.

If the proposed inclusion of new clause 2.10 is passed, does this cut across whānau tino rangatiratanga because it excludes the Trustee’s duty not to fetter the future exercise of its discretion (i.e. it will allow current Trust board to bind the decisions of future Trust boards)?

The amendment will allow the current Trust board to bind future Trust boards but it does not cut across whānau tino rangatiratanga. The amendment is necessary so the Trust board can continue to commit the Trust to long term commitments (such as entering contracts for all the activities the Trust undertakes). This is how organisations currently operate – making long term commitments (such as entering contracts) which bind future decision makers.

As at 3 September 2020.

Resolution 6 - Improvements and clarifications

Resolution 7 - Corrections to administrative errors and inaccuracies

If there are errors in the Trust Deed, does this mean it was non-compliant as a legal document?

No, the Trust Deed has never been non-compliant. Most legal documents are still compliant even if they contain errors.

Will we standardise our use of macrons through our website and other publications so they are applied consistently?

Yes, we have proposed including macrons in the Trust Deed for the first time to correct the spelling in line with our approach to using macron for long vowel sounds. We will use this correct spelling on all our communications channels, correspondence, and documentation and will update incorrect spelling as soon as we can following the SGM, this may take some time though!

As at 3 September 2020.

Other

How often can the Trust deed be amended?

There is no limit on how often the Trust Deed can be amended. However any amendments must be passed by whānau through a special resolution.

Is the amended version of the Trust Deed available for whānau to view?

Yes, there is a copy of the amended marked-up Trust Deed available for viewing on the website: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Why is the Trust proposing to amend the loan ratios and membership sections of the Trust Deed at the same time?

Because both the loan ratios and the membership sections of the Trust Deed are ready for amendment (together with the other sections proposed for amendment) and proposing amendments to the Trust Deed and holding a SGM both require significant amounts of time and resource – it is not something we want to do often!

Will the proposed amendments to the Trust Deed affect Whai Maia, Whai Rawa, and the Marae?

Yes, the proposed amendments to the Trust Deed will affect the whole Group across many kaupapa. Please check out the amendments booklet in your voting pack and the website for more details: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Will the Trustee need to amend its constitution as a result of the Trust Deed amendments, what about Whai Rawa and Whai Maia?

We will amend the Trustee’s constitution to align it with the Trust Deed following the SGM but don’t expect the subsidiaries will need to change theirs. We will make sure they are changed if necessary (in accordance with the requirements for changing company constitutions).

Will there be wānanga / information sessions on the proposed amendments to the Trust Deed following the SGM to share the changes with whānau?

Yes, there will be. Keep an eye out for details on the website once dates have been confirmed: http://ngatiwhatuaorakei.com/2020-special-general-meeting/

Why is the Trust changing the quorum for meetings of the Elected Representatives?

The quorum for meetings of the Elected Representatives is proposed to be amended from 5 Elected Representatives to a majority of Elected Representatives. It is preferable for a quorum to always be equal to a majority of Elected Representatives, no matter how many Elected Representatives there are. The proposed amendment provides flexibility in case the amount of Elected Representatives changes over time (either decreases or increases).

What date are the amendments effective from?

If the amendments are passed, they will be effective from the date of the SGM.

Do you have a forecast of the cost of this Trust Deed amendment process?

We do have a budget for the Trust Deed amendments project which includes legal, communications, Election Services, and SGM logistics etc. We are within budget and do not expect an over-run.

As at 3 September 2020.

Ngāti Whātua Ōrākei Annual General Meeting 2020

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