Part 2: The governance arrangements of the entities we looked at

2.1
In this Part, we:

• describe the six entities we looked at; and
• summarise their current governance arrangements.

2.2
The six entities are:

• Auckland Art Gallery;
• Creative New Zealand;
• Govett-Brewster Art Gallery;
• Te Māngai Pāho (the Māori Broadcasting Funding Agency, also known in statute as Te Reo Whakapuaki Irirangi);
• Te Papa; and
• Wellington Museums Trust.

2.3
We looked at these six entities because they represent a cross-section of public entities in the sector, with different institutional and governance arrangements.

2.4
Governance of these six entities operates under an "arms-length" model through which the Government or local government owns and funds (in full or in part) the entities and appoints their governing boards.

2.5
Wellington Museums Trust, Auckland Art Gallery, and Govett-Brewster Art Gallery are subject to the Local Government Act 2002. Wellington Museums Trust is a council-controlled organisation. Auckland Art Gallery is governed by a council-controlled organisation (Regional Facilities Auckland). Govett-Brewster Art Gallery is governed by New Plymouth District Council.

2.6
Te Māngai Pāho, Te Papa, and Creative New Zealand are Crown entities. They are all governed by independent boards and must comply with specific legislation, as well as the Crown Entities Act 2004.

Figure 1
The six entities that we looked at

Auckland Art Gallery

2.7
Auckland Art Gallery is the largest art institution in New Zealand, with a collection of more than 15,000 works. The Gallery's purpose is to be "a creative catalyst for art and ideas, offering transformational experiences that strengthen and enrich the community".⁴

2.8
As well as holding exhibitions, Auckland Art Gallery runs education and public programmes, including outreach programmes in areas such as South Auckland and Waiheke Island. The Gallery has a strong focus on community engagement and encouraging participation from a range of different community groups.

Auckland Art Gallery's governance arrangements

2.9
Auckland Art Gallery is one of five business units governed by Regional Facilities Auckland. Regional Facilities Auckland is a council-controlled organisation responsible for "providing a regional perspective for the development of Auckland's regional arts, culture, and heritage, leisure, sport, and entertainment venues".⁵ The other business units that the board of Regional Facilities Auckland governs carry out a wide range of facilities, including stadiums, conventions, and Auckland Zoo.

2.10
Regional Facilities Auckland governs Auckland Art Gallery and is accountable to Auckland Council. Regional Facilities Auckland's constitution outlines the requirements of its relationship with Auckland Council and the structure of its board of directors. The board must have no more than nine members, none of whom may be employees or members of Auckland Council. The board of Regional Facilities Auckland has nine members.

2.11
When we talked to Regional Facilities Auckland's senior management team and board, we asked them to focus on governance and management for Auckland Art Gallery only.

Creative New Zealand

2.12
Creative New Zealand is an autonomous Crown entity governed by the Arts Council of New Zealand Toi Aotearoa. Creative New Zealand's purpose is "to encourage, promote and support the arts in New Zealand for the benefit of all New Zealanders". The Ministry is the monitoring agency for Creative New Zealand.

2.13
Creative New Zealand's main sources of funding are from Vote Arts, Culture and Heritage $15.7 million (30%) and the New Zealand Lottery Grants Board $37.4 million (70%).

2.14
Creative New Zealand administers several funding programmes, ranging from significant investment for arts organisations to smaller community arts projects. These are:

• investment programmes (60% of total funding);
• grants and special opportunities (26% of total funding);
• creative communities scheme (8% of total funding); and
• international presentation and exchange programmes (6% of total funding).

2.15
As well as administering funding programmes, Creative New Zealand carries out other activities, including capability-building initiatives for artists, arts practitioners, and arts organisations, and advocacy activities, including research for the sector.

Creative New Zealand's governance arrangements

2.16
Before May 2014, Creative New Zealand was governed by a governance board, the Arts Council, and two funding boards – Te Waka Toi and the Arts Board. The Arts Board also had a subcommittee, the Pacific Arts Committee. This structure had a total of 28 members. To simplify the governance arrangements, these four bodies have been replaced by a single board, the Arts Council, which is responsible for all Creative New Zealand governance activities. These new governance arrangements were established by the Arts Council of New Zealand Toi Aotearoa Act 2014, which came into effect on 1 May 2014.

2.17
There is an arm's-length relationship between the Minister for Culture and Heritage and the Arts Council. Section 8 of the Arts Council of New Zealand Toi Aotearoa Act 2014 states that "The Minister may not give a direction to the Arts Council in relation to cultural matters."

2.18
The newly formed Arts Council has 13 members, all appointed by the Minister for Culture and Heritage. Six of the members are appointed for their knowledge of specific areas.

2.19
The Arts Council has a Māori Committee (established under the Arts Council of New Zealand Toi Aotearoa Act 2014). The committee's role is to provide advice to the Arts Council on matters about Māori arts. The Arts Council must include two members with knowledge of the arts, and the traditions or cultures, of the Pacific Island peoples of New Zealand. These members are appointed in consultation with the Minister of Pacific Island Affairs.

2.20
At the time of our audit, the new Arts Council had held four meetings in May, July, August, and October 2014.

Govett-Brewster Art Gallery

2.21
Govett-Brewster Art Gallery is a facility provided by the New Plymouth District Council. It is home to a collection of Taranaki, national, and international artworks with a Pacific focus, and the collection and archive of Len Lye (a New Zealand film-maker, poet, painter, and sculptor). The organisation's primary objective is to provide relevant and accessible art for New Plymouth residents and to raise New Plymouth's national and international profile.

2.22
The building that houses Govett-Brewster Art Gallery has been closed for redevelopment and earthquake strengthening since April 2013. Its expansion will also house the Len Lye Foundation Collection and Archive, a 62-seat cinema, an education studio, and two galleries for exhibiting Len Lye's work. The combined institution opens on 25 July 2015 and will be managed by the Director of Govett-Brewster Art Gallery.

2.23
An important element of the project has been building museum-standard off-site collection storage to permanently house the Govett-Brewster collection and temporarily house the Lye collection during the construction project.

2.24
Construction and fit-out of the Len Lye building is estimated to cost $11.5 million. This cost is being largely met by funders other than New Plymouth District Council, including the New Zealand Lottery Grants Board, the Ministry's Regional Museum Policy Fund, and Todd Energy Limited. The Council is also contributing additional funds to the earthquake strengthening of the adjacent Govett-Brewster Art Gallery building. When completed, the two buildings will be connected.

Govett-Brewster Art Gallery's governance arrangements

2.25
Govett-Brewster Art Gallery operates under the Local Government Act 2002 and the Monica Brewster Trust Deed 1962. Its core funding is from New Plymouth District Council. As a Council facility, Govett-Brewster Art Gallery is accountable to the Council and reports to the Council's Monitoring Committee, a standing committee of the Council. The Council has full governance authority over Govett-Brewster Art Gallery.

2.26
The Len Lye Committee is a permanent committee of New Plymouth District Council, established under a Deed of Relationship. It has limited delegated decision-making powers, including overseeing matters to do with caring for the collection. The Council makes all main governance decisions, such as setting the budget and preparing annual and long-term plans. The committee is made up of four councillors and four Len Lye Foundation members.

2.27
Several other main stakeholder groups work alongside Govett-Brewster Art Gallery:

• The Len Lye Foundation owns the Len Lye Collection and Archive. It is registered in New Zealand as a non-profit incorporated society. Its function is to provide for the conservation, reproduction, and promotion of the works of Len Lye and to make facilities available for research.
• The Len Lye Centre is managed as a single entity with Govett-Brewster Art Gallery by the Director of Govett-Brewster Art Gallery. The Director reports to the chief operating officer of New Plymouth District Council and liaises with the Len Lye Foundation (as a contributor of art works) and the Len Lye Committee. The relationship between these parties was set out in the 1980 Deed of Trust. The expectations of the relationship were further refined in a Deed of Relationship in 2004.
• The Govett-Brewster Foundation is a charitable trust. Its role is to seek donations, gifts, and bequests to develop Govett-Brewster Art Gallery's collection and realise major projects.
• Under the Monica Brewster Trust Deed, Govett-Brewster Art Gallery can call on an advisory committee if there are any disputes between the Director of the Gallery and the Monitoring Committee. The decision of the majority of the advisory committee is final and binding. The advisory committee consists of the directors of Auckland Art Gallery, Te Papa, Robert McDougall Art Gallery in Christchurch, and Dunedin Public Art Gallery. Govett-Brewster Art Gallery has used this committee once in the past, but not recently.

Te Māngai Pāho

2.28
Te Māngai Pāho is a Crown entity. Its primary role is promoting and revitalising Māori language and culture by funding broadcasters, te reo Māori programmes, Māori culture programmes, and music producers to create cost-effective products that can be distributed through a wide range of media⁶. Te Māngai Pāho also has a role archiving television and radio programmes.

2.29
Te Māngai Pāho was established under the Broadcasting Act 1993 after a claim under the Treaty of Waitangi and is funded through Vote Māori Affairs.

Te Māngai Pāho's governance arrangements

2.30
Te Māngai Pāho operates under the Crown Entities Act 2004. The organisation is an arm's-length agency. This means that, although it is accountable to the Minister of Māori Affairs, the Minister cannot make everyday decisions about the operation of Te Māngai Pāho.

2.31
The Broadcasting Act 1993 states that the board of Te Māngai Pāho must comprise up to seven members, each of whom, including the chairperson, is appointed by the Minister of Māori Affairs. The current board has seven members.

2.32
Te Māngai Pāho has six subcommittees. These include an established Audit and Risk Committee and five newly introduced subcommittees. The subcommittees are:

• Budgeting and Planning: This subcommittee approves budgets and non-financial goals, and reviews the performance of Te Māngai Pāho against budgets.
• Ensuring Board Effectiveness: This subcommittee reviews the board's performance and ensures the continuous improvement of Te Māngai Pāho.
• Human Resources: This subcommittee monitors the chief executive's performance, approves key appointments, and carries out succession planning.
• Reporting to Stakeholders and Regulatory Compliance: This subcommittee approves the statement of intent and annual report, and monitors regulatory compliance.
• Strategy and Policy: This subcommittee approves the strategy, monitors the organisation's culture, reviews compliance, and determines the Māori language strategy.
• Audit and Risk: This subcommittee oversees the regulatory and risk elements of the organisation, and looks at operations through a different lens to the other committees.

Te Papa

2.33
Te Papa is an autonomous Crown entity that operates under the Museum of New Zealand Te Papa Tongarewa Act 1992. As set out in that Act, Te Papa is "a forum for the nation to present, explore, and preserve the heritage of its cultures and knowledge of the natural environment" to:

• better understand and treasure the past;
• enrich the present; and
• meet the challenges of the future.

2.34
Te Papa carries out several activities as well as holding exhibitions and developing and preserving collections. It has a repatriation programme, is increasing public access to collections through digital channels, helps iwi claimant groups to realise the cultural redress provisions of Treaty of Waitangi Settlements, and provides practical and strategic help and advice to other museums and galleries throughout New Zealand.

2.35
Te Papa's executive team structure has a bicultural leadership model that includes a chief executive and a kaihautū (Māori leader).

Te Papa's governance arrangements

2.36
Te Papa's board is accountable to, and appointed by, the Minister for Arts, Culture and Heritage. The board's structure is determined by the Museum of New Zealand Te Papa Tongarewa Act 1992, which states that there must be no fewer than six and no more than eight members. There are currently eight board members.

2.37
The board appoints Te Papa's chief executive. The chief executive is responsible for managing Te Papa and implementing the strategic direction and policy set by the board.

2.38
Te Papa has an Assurance and Risk Committee, which is responsible for providing assurance and help with Te Papa's risk management, financial management practices, control and compliance framework, and its external accountability responsibilities.

Wellington Museums Trust

2.39
Wellington Museums Trust was established in 1995 by Wellington City Council to manage City Gallery Wellington, Capital E, the Museum of Wellington City & Sea, Wellington Cable Car Museum, the Carter Observatory, and the Colonial Cottage Museum. The Trust also has a management agreement with the board of the New Zealand Cricket Museum to provide that museum with support, including financial management services.⁷

2.40
Wellington Museums Trust is a council-controlled organisation (CCO) and operates under the Local Government Act 2002. The Trust's purpose is to provide a visitor experience that set Wellington apart and to further the development of museum and cultural activities within Wellington for the benefit of residents and the wider community.

Wellington Museums Trust's governance arrangements

2.41
The board of Wellington Museums Trust, which includes one councillor, is accountable to and appointed by Wellington City Council.

2.42
The trust deed for Wellington Museums Trust outlines the relationship between Wellington City Council and the Trustees, and determines the Trust's governance structure. The deed states that there must be at least seven but no more than nine trustees, and two of these trustees should be councillors.⁸ A 2012 review resulted in the Council determining that it would appoint only one councillor to CCOs, including the Trust, instead of the two provided for in the trust deed.

2.43
The board has three subcommittees: the Audit and Risk Committee; Chief Executive Performance and Remuneration Committee; and the People Performance and Safety Committee.

2.44
The Audit and Risk Committee's function is to help the board in carrying out its financial reporting, risk management, and legislative compliance duties. The Chief Executive Performance and Remuneration Committee advises the Chairperson about the performance and remuneration of the Trust's chief executive. The People Performance and Safety Committee's role is to provide guidance and support to the chief executive on human resource matters and to help the board to meet its health and safety responsibilities.

4: See www.aucklandartgallery.com/about/welcome.

5: Regional Facilities Auckland, Statement of Intent 2013 to 2016.

6: Te Māngai Pāho, Statement of Intent 2014-2019.

7: See www.wmt.org.nz/aboutBackground.html.

8: Wellington Museums Trust Incorporated, Trust Deed first executed on 18 October 1995 and updated on 15 August 2007.

page top