Part 2: Governance of the West Coast Development Trust

Management of the West Coast Economic Development Funding Package.

In this Part, we describe the Trust’s:

Governance structure

The Trust must comply with its Deed of Trust (the Deed). The Deed sets out the Trust’s purpose (the objects of the Trust), functions, governance arrangements, powers, processes, and rules.

The Trust is governed by a group of 12 Trustees. In addition, an Advisory Body acts as the Trust’s expert advisors on distributing money to businesses and community groups to promote economic development. A Chief Executive and his staff support the Trustees and the Advisory Body. Each of these groups has an important role to play in the governance and management of the Trust.

The Trustees, the Chief Executive, and the trust staff manage the day-to-day operations of the Trust. However, in agreeing the terms of the Deed, the Settlor retained some powers, which are set out in the Deed. Specifically, the Settlor:

  • will, together with the Trustees, review the operation of the Trust before 30 June 2006;
  • can raise and discuss with the Trustees any concerns about a proposed Advisory Body appointment;
  • can approve whether the Trust may distribute more capital than that specified by the Deed;
  • must give written consent before the Trustees can amend, revoke, or add to any of the provisions of the Deed;
  • must give written approval if the Trustees wish to wind up the Trust; and
  • will appoint a replacement independent Trustee, if one is not appointed 4 weeks after a vacancy occurs.

The West Coast Development Trustees

The 12 Trustees are:

  • one appointed by the each of the West Coast local authorities – Buller, Grey and Westland District Councils, and West Coast Regional Council;
  • 6 elected Trustees (voted in by Buller, Grey, and Westland District Council electors);
  • one appointed by Te Rūnanga o Ngāi Tahu; and
  • one independent Trustee appointed jointly by the President of the New Zealand Law Society and the President of the New Zealand Institute of Chartered Accountants.

The Trustees can appoint one of their number to be the Chairperson of the Trust. The Chairperson has a role in overseeing and directing the activities of the Trust. The Chairperson does not have a casting vote, and the other Trustees may, by unanimous resolution, remove the Chairperson from that position. The current Chairperson has been the Chairperson since the Trust was formed.

The Trustees have set up some sub-committees to help run the Trust, including:

  • a Finance and Audit Sub-committee;
  • an Investment Sub-committee;
  • a Marketing, Promotions and Business Development Sub-committee; and
  • a Chairs Sub-committee.

The role of the Trustees is to govern the Trust by directing and supervising the conduct of the Trust’s business. In doing so, the Trustees are subject to legal rules and principles applying to trustees, and to the Deed. Under the Deed, the Trustees hold the Trust Fund on trust and may apply the Trust Fund for the defined purposes (objects) of the Trust. The Deed sets out the powers that the Trustees may exercise in order to give effect to the objects of the Trust, and for the general administration of the Trust.

The Trustees are required by the Deed to conduct their affairs in a manner that is transparent and accountable to the people of the West Coast. As well as the explicit rules and requirements in the Deed, the Trustees are subject to common law principles and rules that restrict what they can do with the Trust property, and standards by which their management of the Trust property is addressed.

The Trustees have several responsibilities under the Deed. These include:

  • setting the strategic direction of the Trust;
  • establishing the policies and procedures for managing the Trust;
  • appointing the Chief Executive, Advisory Body, and investment advisor;
  • receiving applications, and approving or declining the Advisory Body’s recommendations for distributions;
  • establishing, in conjunction with the investment advisor, the Statement of Investment Policies and Objectives; and
  • monitoring the performance of the Chief Executive, Advisory Body, and investment advisor.

Most of the people we interviewed (including past and present Trustees) felt that there were too many Trustees. There is concern that having 12 Trustees creates significant administrative work for Trust staff, and meetings that are often very long because of the need for everyone to “have their say”. We were told that many Trustee meetings run for a full day.

People suggested different ways to reduce the number of Trustees. Most of the people we interviewed agreed that there needed to be at least one Trustee elected from each of the 3 districts, and that the Ngāi Tahu representative should be retained. Most people we interviewed agreed that the local authority appointees were not necessary if there was an independent representative elected from within each district.

Several people were concerned that there were no skill requirements for Trustee membership. While the Deed requires that there is an independent Trustee appointed by the President of the New Zealand Law Society and the President of the New Zealand Institute of Chartered Accountants, there are no specific skill requirements for Trustees.

People were also concerned that many Trustees could leave at the same time. After the elections in 2004, only 3 of the original 12 Trustees remained on the Trust.

We understand that these issues will be raised by the Trust when agreeing the terms of reference for the review to be undertaken by mid-2006.

The Advisory Body

The Trustees, after discussions with the Settlor, appoint members of the Advisory Body. They are appointed for a term of up to 5 years. The Deed requires that there shall be at all times at least 3, and not more than 7, Advisory Body members.

Advisory Body members must have one or more of the following:

  • specialist financial skills;
  • specialist commercial skills; or
  • specialist entrepreneurial skills.

When the Advisory Body was established, 4 members were appointed – 2 based in Christchurch, and 2 in Wellington. The 4 members remain on the Advisory Body. The Advisory Body members possess the financial, commercial, and entrepreneurial skills required by the Deed.

The functions of the Advisory Body are to:

  • act as the Trust’s expert advisors in distributing funds to applicants;
  • analyse proposals; and
  • recommend whether applications for funding be declined or approved.

The Advisory Body could face similar succession issues as the Trustees if some or all Advisory Body members decided not to continue their involvement with the Trust after their 5-year term is complete. If many Advisory Body members left at the same time, the loss of their experience could mean delays and a reduction in consistency in recommendations on applications for funding. The positive relationship between the Advisory Body and Trust staff could be weakened.

Recommendation 1
We recommend that the Settlor and the Trustees of the West Coast Development Trust amend the Deed of Trust to stagger the appointment dates for Advisory Body members.

The West Coast Development Trust staff

The Trustees can appoint a Chief Executive, who is responsible for managing the Trust within the terms of the policies and procedures approved by the Trustees. The Chief Executive is responsible to the Trustees for achieving the management objectives set by the Trustees.

The Chief Executive can appoint the necessary staff to implement the policies and procedures approved by the Trustees. As at December 2005, in addition to the Chief Executive, the Trust employed 15 staff:

  • 6 for undertaking education and training initiatives and regional projects;
  • 3 for processing and monitoring business distribution applications;
  • 3 providing secretarial support;
  • 2 in the finance and administration team; and
  • one business development and marketing officer.

Management of the investment of its share of the funding package

We considered how the Trust has managed the investment of its $92 million share of the funding package. By “investment” we mean the measures taken by the Trust to improve the value of its funds. While the money that the Trust allocates to applicants may also be considered an “investment”, these allocations are referred to in the Deed and this report as “distributions”. We discuss the Trust’s management of distributions in Part 3.

The Trust has earned $31 million in investment returns and interest since it received its share of the funding package. Figure 2 summarises the Trust’s investment and use of its share of the funding package, from 20 September 2000 to 31 March 2005. This summary reflects the parent accounts (the Trust) rather than the group accounts (which would include the Trust’s subsidiary companies).

Figure 2
Summary of the West Coast Development Trust’s investment and use of its share of the West Coast Economic Development Funding Package, from 20 September 2000 to 31 March 2005

Opening capital 20 September 2000 92,000
Investment and interest income 31,033
Less Trust’s net operating costs (5,641)
Less regional development projects and community funding (5,007)
Less provision for doubtful distribution loans and equity investment (2,219)
Trust funds at 31 March 2005 110,166
Made up of and reflecting:

Distribution loans and equity investments made


Less distribution loans repaid


Less provisions for doubtful distribution loans and equity investments


Distribution loans and equity investments outstanding

Investments 101,941
Bank deposits 2,037
Other assets 660

Less liabilities (3,412)
Trust net assets at 31 March 2005 110,166

Appointment of investment advisors

We expected that the Trust would take professional advice on how to invest its share of the funding package.

Under Clause 14 of the Deed, the Trustees:

  • are required to appoint a person or company to be an investment advisor to the Trust;
  • may, with the approval of the investment advisor, appoint one or more fund managers; and
  • must annually review the performance of the investment advisor and the fund manager.

After presentations from a range of investment advisory companies, the Trustees appointed Goldman Sachs JB Were (NZ) Limited and Bancorp Treasury Services Limited as investment advisors. These investment advisors recommend fund managers to the Investment Sub-committee. Accordingly, the Trust has engaged investment advisors and fund managers in compliance with the Deed.

Investment of the West Coast Development Trust’s share of the funding package

Figure 3 shows how the Trust’s investments are managed. The Trust’s Chief Executive has responsibility for the day-to-day investment activities of the Trust, within delegated authority levels. The independent advisors work with the Chief Executive and the Investment Sub-committee (made up of Trustees) to manage the fixed interest and cash portfolio part of the Trust’s investments. The fund managers are required to invest funds in asset classes set by the Trust.

We expected that the Trust would have a plan or strategy for investing the funds, and that funds would be invested in keeping with the plan or strategy.

The Trustees and the investment advisors have developed a Statement of Investment Policies and Objectives (SIPO), and a Treasury Policy. These 2 documents set out the investment objectives, the policy that the Trust has adopted, and how the objectives and policy are to be implemented.

Clause 13 of the Deed requires the Trustees to invest in keeping with the SIPO. The Trustees have done so.

Under the SIPO, the Trust must ensure that investments are managed to provide sufficient liquidity to meet cash flow requirements, and that the investment risk be limited by appropriate diversification within and between asset classes.

Figure 3
Managing the West Coast Development Trust's investments

Figure 3.

The Trust maintains investments in several asset classes. Figure 4 sets out the Trust’s investments by asset class as at 31 March 2005, and the limitations within which it is allowed to invest. One role of the Investment Sub-committee is to oversee that the Trust’s share of the funding package is invested in keeping with the asset class limitations.

Figure 4
The West Coast Development Trust’s investments by asset class, as at 31 March 2005

Amount invested Proportion of total Limit as set in the SIPO
Cash $16,369,182 16.06% 100%
New Zealand fixed interest $57,993,243 56.89% 90%
Australasian equities $11,147,884 10.94% 15%
Australasian listed property* $3,579,901 3.51% 5%
International equities $8,152,512 8.00% 10%
Active trading fund** $3,355,304 3.29% 5%
Alternative investments*** $1,343,304 1.32% 5%
Total $101,941,330 100%

* Refers to investments in entities that are property-based.
** The active trading fund is used to participate in shorter term trading opportunities in the Australasian equity and fixed-interest markets.
*** Refers to non-traditional investments, such as venture capital and hedge funds.

Monitoring and reviewing investment performance

We expected that the Trustees would annually review the SIPO, and the performance of the investment advisors and fund managers. We also expected that investment policies would be evaluated to see if expected results were being achieved, and if not, that amendments would be made.

The Trust’s Treasury Policy states that the Trustees are responsible for approving and reviewing formally, at least annually, the SIPO and the Treasury Policy. Certain reports are required to be produced about the Trust’s investments, including:

  • daily market reports from the investment advisors and fund managers, as appropriate;
  • a monthly report to the Investment Sub-committee and Chairperson from the Chief Executive about Treasury activity and compliance and performance of the Trust’s investments, except where there has been a breach of either the SIPO or the Treasury Policy, which must be reported immediately;
  • quarterly performance reports from the fund managers and the investment advisors;
  • quarterly performance, compliance, and activity reports from the Investment Sub-committee to the Trustees; and
  • an annual review by the Trustees of the Treasury Policy, the SIPO, and the performance of the fund manager.

The Treasury Policy also requires regular monitoring of the performance of the Trust’s investments to:

  • ensure compliance with the Deed and associated policies;
  • assess the extent to which the investment objectives are being achieved; and
  • compare the performance of the fund managers and returns achieved against a suitable peer group, such as a group of other professional fund managers.

The Investment Sub-committee is responsible for monitoring compliance, and the performance of the Trust’s investment activities. This sub-committee continuously monitors, with the help of the investment advisors, the appropriateness of the adopted asset allocation strategy, the performance of the appointed fund managers, and other investment returns.

We review compliance with the SIPO as part of the annual financial audit. We are satisfied that the Trust has established appropriate arrangements to comply with the SIPO, and meet the requirements of the Deed.

Oversight of the holding company and subsidiary companies

Governance structure

In 2005, the Trust established a holding company (West Coast Development Trust Holding Company Limited) to hold its shareholdings in other companies (for example, its purchase of shares in Forever Beech Limited, West Coast Development Trust Research and Development Company Limited, and West Coast Development Trust Land Company Limited).

The establishment of a holding company has changed the ownership rights and responsibilities involved, as the Trust’s ownership of the subsidiary companies is now indirect. The Trust owns the holding company, which in turn holds the shares in the Trust’s other companies (subsidiary companies). In legal terms, this arrangement has transferred the Trust’s rights and responsibilities, as owner of the assets concerned, to the holding company.

The Trust must consider how best to exercise governance and oversight of the subsidiary companies now that it no longer has direct ownership. The transfer of legal ownership of the relevant assets makes it essential that the Trust keeps close control over its holding company. This can be achieved in various ways, principally through the Trust’s ability to appoint all of the directors of the holding company, and ensuring that the holding company provides the Trust with sufficient information on the activities and business direction taken by the companies in the group.

Accordingly, we expected:

  • the board of the holding company and the subsidiary companies to have appropriate skills and experience to represent the Trust’s interests, and to add value to the Trust’s investment in the companies in question; and
  • the holding company to appropriately monitor the performance of its subsidiaries, and report accordingly to the Trust.

Such arrangements are necessary to protect the ability of the Trust to exercise strategic oversight of the companies in the group.

The Board of the holding company is made up of Trustees. As stated in paragraph 2.13, there are no skill requirements for Trustees. It is therefore important that Trustees who act as holding company directors have adequate training to support them in this role. The Trust recognises the value of such training.

The holding company has formally reported to the Trust through verbal reports, which are recorded in the minutes of Trust meetings. The Trust has recently adopted a reporting regime which will see the minutes of holding company meetings being provided to the Trust.

Monitoring of subsidiary company performance

The Trust has protocols for selecting directors of its subsidiary companies, and takes professional advice when selecting potential directors. The directors are appointed based on the skills and experience the individuals can bring to the subsidiary. Once appointed, the directors are accountable to the Trust, through the holding company, for running the subsidiary companies.

The 2004-05 audit of one Trust subsidiary identified a significant risk to the Trust’s investment. At the time of the financial audit, Trustees were unaware of these risks. We note that once our auditor brought this risk to the attention of the directors of the company, they reported the issue to the Trust.

This issue led us to have concerns about the level of monitoring and reporting of business risks by the manager of this subsidiary company to the company’s directors.

We understand that the Trust has learned from this experience, and is setting up key performance indicators (KPIs) and regular reporting arrangements for its subsidiaries. For one subsidiary we looked at, the company’s manager provided monthly reports to its directors. Monthly accounts were prepared in-house, and monitored at holding company meetings. For another subsidiary it has been agreed that there will be quarterly reporting against KPIs and financial performance, and 6-monthly shareholders’ meetings.

Managing conflicts of interest

Given the size of the West Coast population, it is inevitable that conflicts of interest will arise for the Trustees, Advisory Body, and Trust staff. It is important that any conflicts of interest are identified and managed appropriately, to ensure that fairness, transparency, and objectivity are maintained.

Conflicts of interest for West Coast Development Trustees

Article 19 of the Deed sets out when a conflict of interest exists for a Trustee, and how such a conflict should be managed. A conflict of interest occurs for a Trustee when:

  • the Trustee has been, is, becomes, or intends to become, associated with any company, partnership, organisation, group, or trust with which the Trustee is transacting or dealing in his or her capacity as a Trustee; or
  • the interests or duty of the Trustee in any particular matter conflicts or might conflict with his or her duty to the Trust; or
  • the Trustee is transacting or dealing as a Trustee with himself or herself in another capacity.

The Deed requires that, where a conflict of interest exists, the Trustee must declare the nature of the conflict at the meeting of the Trustees. The Trustee must not take part in any deliberations or proceedings (including voting or other decision-making) relating to that transaction. Further, the Chairperson may require the Trustee with a conflict of interest to leave the meeting, and may adjourn the meeting until that Trustee departs.

The past and present Trustees we interviewed were aware of the conflicts of interest requirements. As part of the induction of new Trustees held in April 2005, a local solicitor held a session on conflicts of interest. Further, the Trustees maintain a register of declarations of interest.

The Chairperson is responsible for deciding whether a Trustee has a conflict of interest, and whether the Trustee can participate in a discussion or should leave the meeting. During our audit we were told that, where the Chairperson had a conflict of interest, it was his decision whether he should leave the meeting or not.

A Deputy Chairperson has since been appointed, whose responsibilities include taking the chair when the Chairperson has a conflict of interest. In cases where the Chairperson and the Deputy Chairperson both have a conflict of interest, a Trustee without a conflict of interest is appointed to chair the meeting. We consider that this arrangement is appropriate.

Conflicts of interest for Advisory Body members

It is likely that conflicts of interest may arise for Advisory Body members because of their required skill mix, and their knowledge of business and industry in New Zealand. However, this risk is lessened because none of the Advisory Body members live on the West Coast.

The Deed does not explicitly deal with conflicts of interest for Advisory Body members. All the Advisory Body members were very aware of the need to declare any conflicts of interest. As with the Trustees, a register of declarations of interest is maintained. Advisory Body members declare any interest at the beginning of a meeting, and then leave the meeting for the discussion of that particular application for funding.

Conflicts of interest for West Coast Development Trust staff

At the time of our audit, the Trust did not have a formal conflicts of interest policy for its staff. The policy has since been written. Staff are required to report any potential conflicts of interest, and the policy makes provision for staff to be stood down from handling applications where a conflict of interest may exist.

Maintaining confidentiality

Maintaining the confidentiality of information provided to the Trust staff, Advisory Body, and Trustees is very important for applicants to the Trust. The Trust requires all Trustees to sign a confidentiality agreement stating that Trustees will not use any confidential information they receive through their position as a Trustee for any other purpose. People indicated that they were satisfied that information provided to the Trust remained confidential.

As part of the independent market research undertaken by the Trust, successful and rejected applicants were asked to assess whether they felt that the confidentiality of their information was protected. The research found that there is an assumption that information provided to the Trust is safe.

We consider that the Trust is meeting the needs of its fund applicants by maintaining the confidentiality of their personal information.

Evaluating the West Coast Development Trust’s effectiveness

It is important that the Trust evaluate whether it is meeting the objects of the Trust –promoting sustainable employment, generating sustainable economic benefits, and supporting projects which are not normally the responsibility of local or central government.

We expected that the Trust would have set performance measures, and that the measures would allow the Trust to monitor its effectiveness over time. We expected that processes for measuring effectiveness would include consultation with the community.

The Deed states that the Trust must conduct its affairs in a manner that is transparent and accountable to the people of the West Coast. We expected that the Trust would meet this requirement.

Preparing a Strategic Plan was one of the first priorities for the Trust once it was established. The Strategic Plan:

  • outlines how the Trust will achieve the objects of the Trust, as set out in the Deed;
  • sets “high-level goals” to be considered when making investment decisions;
  • identifies priority areas for investment; and
  • identifies risks and potential risks to be mitigated.

The high-level goals set in the Trust’s Strategic Plan are:

  • supporting and promoting sustainable regional economic and employment growth;
  • ensuring that the West Coast becomes a “learning region”;
  • building and facilitating social and community support and positive community attitudes;
  • incorporating environmental sustainability and management in development and facilitating land and resource access;
  • promoting a great attitude on the West Coast to development and success; and
  • identifying, progressing, and supporting infrastructure requirements as permitted by the Deed.

The Strategic Plan also sets “action areas” for achieving the high-level goals. Examples of the Trust’s performance measures for monitoring progress are:

  • business growth in the region;
  • the number of apprentices placed, or supported in training;
  • vibrant and revitalised towns; and
  • the number of new initiatives developed and signed off.

We acknowledge that the Trust has thought about what the objects of the Trust mean, and has put in place high-level goals and supporting “action areas” that aim to achieve these objects. However, in their current form, the Trust’s performance measures are not specific or measurable enough for the Trust to be able to use them to monitor its progress towards achieving its high-level goals and the action areas that support them.

The Trust’s performance measures would be more useful if they included quantitative or qualitative targets, and deadlines for achieving them. For example, it would be useful if “business growth in the region” stated what business growth is now, what level of growth is desired and by when, and how that growth will be measured. It would also be useful if the Trust’s projects (for example, its project to improve the literacy rates of the region’s children) provided a link to the high-level goals, so the Trust could more easily analyse and report how its projects are contributing to its high-level goals.

During its annual strategic planning process, the Trustees consider the goals the Trust has set and how well the Trust is progressing to meet those goals. Progress against some of the goals is summarised at a very high level in the annual report – for example, the goal of “unemployment rate reduced” is recorded as “achieved”, but no further information is provided (that is, by how much unemployment has been reduced, or how this compares to the previous year).

It is important for the Trust to report externally on its performance, to allow its stakeholders to make informed judgements about the Trust’s achievements with the significant public resource it manages. The information that the Trust currently provides about progress towards achieving its high-level goals is not detailed enough for its stakeholders to hold it to account. Improving the performance measures would enable the Trust to report more meaningful information to the community about its effectiveness. The Trust has acknowledged that it will seek to provide this information to the community.

Recommendation 2
We recommend that the West Coast Development Trust prepare more specific, measurable, and time-bound performance measures to determine and report on progress towards achieving its high-level goals.
Recommendation 3
We recommend that the West Coast Development Trust provide more information in its annual report on progress towards achieving its high-level goals.

Self-evaluation of effectiveness

The Trust has commissioned a study of West Coast opinion leaders, businesses, and the wider community to measure awareness of, and attitudes towards, the Trust. This research, if repeated regularly, will allow the Trust to evaluate its public image over time. The information will help the Trust to ascertain whether it is seen to be operating effectively for the people of the West Coast region.

We were pleased that the Trust has sought input from the public about whether it is operating effectively.

The Trust also collects information on the economic performance of the region, in the form of bank surveys, Statistics New Zealand data, and regional performance indicator reports.

Meeting the transparency and accountability requirements of the Deed of Trust

The Trust has met the requirement in the Deed to present, and receive public comment on, its annual report at a public meeting held within 4 months of its balance date. It also met the requirements in the Deed to make other information available to the public, such as:

  • the SIPO;
  • information about the number of applications received, the names of funding recipients, and the amounts of funding approved; and
  • the amount of the Trust’s investments.

The Deed requires that a summary of the annual report be published in newspapers circulating in the West Coast region. The Trust acknowledges that it did not meet this requirement in 2001-02 and 2002-03. The requirement was met in 2003-04 and 2004-05.

The Trust also makes information available on its website ( about the Trustees, Advisory Body, Trust staff, and how to make an application. In addition, the Trust puts out occasional newsletters and media releases, which describe recent distributions and other Trust activities.

However, some people we spoke to considered that the Trust was not transparent in its operation. They mentioned that Trustee meetings are not open to the public. Some mentioned that having meetings open to the public would provide a level of public accountability. They added that a perceived “veil of secrecy” can lead to suspicion – rightly or wrongly.

We consider that it is appropriate for Trustees to discuss applications for funding in closed session. There is a need to maintain confidentiality around personal, financial, and commercially sensitive information.

However, the Trust is becoming more involved in regional economic development projects (for example, a Tourism Strategy). We see no reason why discussions on matters of interest to the region as a whole could not be conducted in open session. The Trust has recently resolved to hold a series of public meetings on regional economic development matters. We encourage the Trust to continue with this initiative.

Reviewing operations

The Deed requires that the Trustees and the Settlor review the operation of the Trust before 30 June 2006. Such a review must include consultation with the West Coast local authorities, and appropriate Government Ministers. The review will take place about 5 years after the Trust was set up.

We consider that a periodic review of the Trust’s operations is a useful way to check that the Trust is operating effectively to achieve its objectives, particularly as the Trust’s activities mature and expand into new areas. We consider it appropriate for the planned review of the Trust to be repeated in another 5 years.

Recommendation 4
We recommend that the Trustees and the Settlor of the West Coast Development Trust carry out another review of the operation of the Trust in 2011.
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