Overview of Proposed Changes to the Deed
This document provides a structured summary of the proposed amendments to the Deed of Trust for Ngāti Tama Ki Te Waipounamu Trust. Each change has been colour coded to indicate the reason for its inclusion, allowing readers to easily identify the motivation behind each amendment.
Colour Coding
To comply with the Māori Fisheries Amendment Act 2024 (MFAA)
Additional amendments for clarity and accuracy
Summary Table of Amendments
The table below details the proposed changes, showing both the original and new wording for each clause, along with an explanation of the reason for each change.
Clause
Consolidation statement following Contents
Original Wording
This document is a reprint as at 6 November2020 oftheTrustDeedofthe
Ngāti Tama ki Te Waipounamu Trust
Deed dated 21 April 2013, incorporating and consolidating the amendments authorised at a Hui ā-Tau on 17 October 2020 and a Hui of the Trustees of the Trust on 14 December 2019 and 12 December 2020.
This document is a reprint as at [ date] of the Trust
Deed of the Ngāti Tama ki Te Waipounamu Trust
Deed dated 21 April 2013, incorporating and consolidating the amendments authorised at a Hui ā-Tau on 17 October 2020, a Hui of the Trustees of the Trust on 14 December 2019 and 12 December 2020,a Deed of Variation dated 26 January 2023 and [details of approval of current proposed changes].
To reflect updates to be incorporated into the consolidated Deed of Trust once all changes are approved and effective.
Clause Original Wording
1.1(a)
definitions and global use of terms Books and Records
1.1(a)
definitions and globally General Manager means a person appointed under clause 19.1(a) to perform general management and administrative duties for the Trust;
1.1(a)
definitions and globally Income Sharehasthemeaninggiventoitin the Māori Fisheries Act 2004;
4.4
The Trustees must exercise strategic governance over the Asset Holding Company, Fishing Enterprise, and any subsidiaries thereof in accordance with Kaupapa 11, Schedule 7 of the Māori Fisheries Act 2004.
New Wording Reason for Change
Books and Records means all information and data include reports, invoices, letters, emails, notes of meetings, photographs and other media recordings, all of which can be in hard copies or soft copies stored electronically;
Chief Executive Officer means a person appointed under clause 19.1(a)
New definition to allow for books and records in many forms including electronic forms
5.2 Tāonga Assets
The Trustees must not sell, gift, exchange, transfer or grant any mortgage, charge, security interest or encumbrance over any:
(a) Settlement Quota or Income Shares;
Ordinary Share has the meaning given to it in the Māori Fisheries Act 2004;
The Trustees must:
(a) exercise strategic governance over the Asset Holding Company, Fishing Enterprise, and any subsidiaries thereof; and
(b) direct the exercise of the rights of a shareholder in Aotearoa Fisheries Limited held by any of its Asset Holding Companies or their subsidiaries (as applicable), in accordance with Kaupapa 11, Schedule 7 of the Māori Fisheries Act 2004.
Tāonga Assets
The Trustees must not sell, gift, exchange, transfer or grant any mortgage, charge, security interest or encumbrance over any:
(a) Settlement Quota or Ordinary Shares;
To reflect current practice.
MFAA requirement.
MFAA (amending Kaupapa 11 of Schedule 7 of the MFA of the Māori Fisheries Act 2004(MFA)) requiring the Trust stipulate in its governance documents that the Trust will direct the exercise of the rights of a shareholder in Aotearoa Fisheries Limited
MFAA (amending section 17 of the MFA) requirement for the Trust to set out the types of circumstances in which Settlement Quota may be sold
Clause Original Wording
(b) land returned to the Trust as cultural redress as a result of the settlement of the Historical Claims; or
(c) other Property that the Registered Adult Members have resolved by Special Resolution must be held by the Trust as a " Tāonga Asset" subject to the restrictions of this clause 5.2, unless the proposed sale, gift, exchange, transfer, mortgage, charge, security interest or encumbrance has the prior approval of:
(d) in the case of the Settlement Quota or Income Shares referred to insubclause (a), the Adult Members by Special Resolution; and
(e) in the case of the cultural redress land or other Property referred to in subclauses (b) and (c), the Registered Adult Members by Special Resolution.
New Wording Reason for Change
(b) landreturnedtotheTrustas culturalredress as a result of the settlement of the Historical Claims; or
(c) other Property that the Registered Adult Members have resolved by Special Resolution must be held by the Trust as a " Tāonga Asset" subject to the restrictions of this clause 5.2,
unless:
(d) in the case of Settlement Quota referred to in subclause (a), the proposed sale, gift, exchange, transfer, mortgage, charge, security interest or encumbrance is to another mandated iwi organization or an entity within the AFL Group pursuant to section 161 of the Māori fisheries Act 2004; and
the proposed sale, gift, exchange, transfer, mortgage,charge,securityinterestorencumbrance hasthepriorapprovalof:
(e) in the case of the Settlement Quota or Ordinary Shares referred to in subclause (a), the Adult Members by Special Resolution; and
(f) in the case of the cultural redress land or other Property referred to in subclauses (b) and (c), the Registered Adult Members by Special Resolution.
13.5(e) The Trustees must not comprise more than forty per cent (40%) of the total number of Officers of a Trust Entity that is anAssetHoldingCompany,asubsidiary of an Asset Holding Company, or a Fishing Enterprise.
For each Trust Entity that is an Asset Holding Company, a subsidiary of an Asset Holding Company, or a Fishing Enterprise:
(i) at least one officer must be a Trustee; and
(ii) the Trustees must not comprise more than forty per cent (40%) of the Officers.
To retain 40% restriction for maximum number of officers being Trustees and add requirement for at least one officer to be a Trustee of each Trust Entity.
14.1 The Trustees shall keep an account or accounts at such bank or banks as the Trustees may decide. Cheques, withdrawals and authorities shall be signed or endorsed, as the case may be, by such person or persons (including in all instances at least one (1) Trustee) as the Trustees may decide.
14.2 The Trustees shall cause true accounts for each Financial Year to be kept in accordance with generally accepted accounting practice of all receipts, credits, payments, assets and liabilitiesof the Trust Fund and all such other matters necessary for showing the true state and condition of the Trust. The accounts of the Trust shall be audited at least once in each year by achartered accountant (not being a Trustee) appointed in that capacity by the Trustees.
The Trustees shall keep an account or accounts at such bank or banks as the Trustees may decide. Withdrawals and authorities shall be signed or endorsed, as the case may be, by such person or persons (including in all instances at least one (1) Trustee) as the Trustees may decide.
To remove reference to cheques which are no longer in use.
The Trustees shall cause true accounts for each Financial Year to be kept in accordance with generally accepted accounting practice of all receipts, credits, payments, assets and liabilities of the TrustFund and all suchother matters necessary for showing the true state and condition of the Trust. The accounts of the Trust shall be audited at least once in each year by a chartered accountant in public practice (notbeinga Trustee) appointed in that capacity by the Trustees in accordance with clause 16.6
For consistency with clause 16.5.
15.12 At the discretion of the Chairperson, any general business raised at the designated time for general business at any General Meeting may be transacted in addition to the business expressly referred to in the notice calling that meeting.
16.2(e) a report on the interactions of the Trustees in fisheries matters with other entities within Ngāti Tama ki Te Tau lhu, with other Mandated lwi Organisations and with Te Ohu Kaimoana Trustee Limited;
16.3(e) thepolicy oftheTrustees inrespectofthe sales and exchanges of Settlement Quota and any changes in that policy from the previous year;
17.6 and 17.7
19.1(a) A General Manager to perform general management and administrative duties for the Trsut; and
21.3(e)(ii) may be promoted only if the Adult Members resolve by Ordinary Resolution at a General Meeting that the amendmentis for thecollectivebenefitof all Members of Ngāti Tama ki Te Tau lhu.
At the discretion of the Chairperson, any general business raised at the designated time for general business at any Hui ā-Tau may be transacted in addition tothe business expressly referred to in the notice calling that meeting.
For consistency with clause 15.8 which reflects usual practice for Special General Meetings to only deal with business expressly referred to in the notice calling the meeting.
a report on the interactions of the Trustees in fisheries matters with other entities within Ngāti
Tama ki Te Tauihu, with other Mandated lwi Organisations, Te Ohu Kaimoana Trustee Limited and with Aotearoa Fisheries Limited;
MFAA requirement amending Kaupapa 7(2) of Schedule7 of the MFA.
thepolicyoftheTrusteesinrespectofthesalesand exchanges of Settlement Quota and the acquisition of shares in Aotearoa Fisheries Limited and any changes in that policy from the previous year;
MFAA requirement amending Kaupapa 7(2) of Schedule7 of the MFA.
a Chief Executive Officer to provide oversight and direction ofthemanagementandoperations ofthe Trust; and
may be promoted only if the Adult Members resolve at a General Meeting that the amendment is for the collective benefit of all Members of Ngāti Tama ki Te Tauihu.
To reflect current practice.
For consistency with section 18(10(b)(ii) of the MFA.
Clause
Schedule 2 clause 12
Schedule 3 clause 4
Minutes of the proceedings of all meetings of the Trustees shall be recorded in a book to be kept for that purpose by the General Manager and shall be signed by the chairperson of the meeting at which the minutes are confirmed. Every such minute purporting to be so signed shall be primafacie evidence of the matters recorded. A minuteoftheproceedingsofany meeting by telephone or other electronic means of communication shall be sufficient evidence of the observance of all necessary formalities if the minute of the meeting signed by the chairperson of the meeting shall contain a certificate to that effect.
Voting procedure for Māori Fisheries Act 2004 and Māori Commercial Aquaculture Claims Settlement Act 2004 resolutions
Notwithstanding paragraphs 1 and 2, when voting is required in respect of the following matters:
(a) elections for the appointment of Trustees;
(b) amendments to this Trust Deed;
Minutes of the proceedings of all meetings of the Trustees shall be recorded in a Book to be kept for that purpose by the Chief Executive Officer and shall be signed (which may be by electronic signature) by the chairperson of the meeting at which the minutes are confirmed. Every such minute purporting to be so signed shall be prima facieevidenceofthematters recorded. Aminuteof the proceedings of any meeting by telephone or other electronic means of communication shall be sufficient evidence of the observance of all necessary formalities if the minute of the meeting signed by the chairperson of the meeting shall contain a certificate to that effect.
To provide for electronic signing of meeting minutes.
Voting procedure
Notwithstanding paragraphs 1 and 2, when voting is required for:
(a) the disposal of Ordinary Shares;
(b) the disposal of Settlement Quota; or
(c) Māori Fisheries Act 2004 and Māori Commercial Aquaculture Claims Settlement Act 2004 resolutions in respect of the following matters:
(i) elections for the appointment of Trustees;
Reordered to reflect MFAA removal of voting requirement for Adult Members but Trust’s choice to retain this voting requirement under clause 5.2 (Taonga etc).
New sub-clause (f) for consistency with electronic voting for elections in Schedule 4.
Clause Original Wording New Wording Reason for Change
(c) recognition of a new Mandated lwi Organisation in place of the Trust under section 18C of the Māori Fisheries Act 2004;
(d) thedisposalofIncomeSharesunder section 70 of the Māori Fisheries Act 2004;
(e) the disposal of Settlement Quota under sections 159 and 162 of the Māori Fisheries Act 2004; or
(f) the transfer of authorisations or coastal permits under section 50 of the Māori Commercial Aquaculture Claims Settlement Act 2004,
then the voting must be open to all Adult Members and must proceed by:
(g) Voting Paper (not proxy) at the General Meeting; or
(h) VotingPaper delivered to the Trust's office or received by post not later than 5:00pm on the day two (2) Working Days prior to the General Meeting.
(ii) amendments to this Trust Deed;
(iii) recognition of a new Mandated lwi Organisation in place of the Trust under section 18C of the Māori Fisheries Act 2004;
(iv) the transfer of authorisations or coastal permits under section 50 of the Māori Commercial Aquaculture Claims Settlement Act 2004,
then the voting must be open to all Adult Members and must proceed by:
(d) Voting Paper (not proxy) at the General Meeting;
(e) Voting Paper delivered to the Trust's office or received by post not later than 5:00pm on the day two (2) Working Days prior to the General Meeting; or
(f) by electronic voting facilities prior to or at the General Meeting (if available).