He Tirohanga Arotake - Four Year Audit Report 2024

HE TIROHANGA AROTAKE 2024

Four-year Audit Report

PURSUANT TO SECTION 106 OF THE MĀORI FISHERIES ACT 2004

Ngā Ihirangi

Appendix A Te Kāhui o Te Ohu Kai Moana | Te Ohu Kai Moana

Appendix B

Appendix C

Appendix D

Appendix

Appendix F

Appendix

Appendix H

Te Rūnanga o Ngāi Tahu

Executive Summary

Te Kāhui o Te Ohu Kai Moana

1. Under the Māori Fisheries Act 2004,1 a four-year audit from October 2020 until September 2024 (inclusive) is required to consider and report on the performance and effectiveness of each of the four entities of Te Kāhui o Te Ohu Kai Moana. Those four entities are:

1.1. Te Ohu Kai Moana Trustee Limited (referred to in this report as ‘Te Ohu Kai Moana’);

1.2. Te Wai Māori Trustee Limited (or Te Wai Māori for ease of reference in this report) 2;

1.3. Te Pūtea Whakatupu Trustee Limited (now trading as Tapuwae Roa); and

1.4. Aotearoa Fisheries Limited (trading as Moana Fisheries Limited).

2. When discussing the Kāhui in the context of this four-year audit, we are specifically meaning those entities subject to this audit process under the Māori Fisheries Act. In saying that, we are conscious that it is used beyond the confines of this statutorily orientated audit as extending to Sealord in addition to the four entities listed above.

3. In essence, we have found that each of the four entities of Te Kāhui o Te Ohu Kai Moana is meeting those requirements that the four-year audit has been asked to consider and report on under s 108 of the Māori Fisheries Act. That is:

3.1. Each board has established objectives as required under s 108(a) of the Māori Fisheries Act.

3.2. Those objectives appear consistent with the effective implementation of the duties and functions of the entity under the Māori Fisheries Act or any other enactment (s 108(b) of the Māori Fisheries Act).

3.3. We are broadly satisfied that each board is making progress towards achieving the objectives (s 108(c) of the Māori Fisheries Act).

3.4. The boards of each entity have established policies and strategies aiming to achieve the objectives and perform the duties and functions of the board and its directors (s 108(d) of the Māori Fisheries Act).

4. Given our compressed timeframe, this four-year audit has been undertaken largely as a desktop exercise, relying on the self-assessment materials from each entity and their documentation and supplemented with a range of key stakeholder interviews. The objectives are invariably presented attractively in polished strategy papers, as are the policies and strategies. Iwi perspectives have proven vital to us, as have free and frank discussions with representatives of the governance and executive levels in each entity.

5. We have endeavored to assess performance based on the alignment between the objectives and priorities set, and the achievements and impact on iwi and Māori outcomes related to the Māori Fisheries Settlement, with the respective purposes, duties and functions of each entity borne in mind throughout. In essence, how well do the priorities and objectives align with the duties and functions of an entity, and to what extent have the priorities and objectives been achieved. We are required to assess ‘effectiveness’ and ‘progress’ and to do so independently.

1. Note that we repeat the date of the Māori Fisheries Act in each new section for one of the four entities.

2. Please note that this four-year audit report uses the macron even though the Māori Fisheries Act 2004 itself did not do so. In this sense, we are following the orthography used by the entities themselves but have kept as far as possible to the names used in the legislation rather than using trading or brand names.

5.1. To the best of our knowledge, the policies and strategies referred to immediately above (that is, under s 108(d) of the Māori Fisheries Act) are effective (s 108(e) of the Māori Fisheries Act). We have assessed this aspect on the basis of feedback received, engagement with representatives of each entity at management and governance level, and the various business planning, reporting, operational and self-assessment documents provided to us by the four entities.

5.2. Caution has to be expressed, however, given that iwi feedback was not always clear on what each entity actually did or where effectiveness in terms of each entity’s outcomes was occurring. We consider there is opportunity for the four entities to define and measure more clearly how their strategic priorities, objectives and actions are changing iwi and Māori outcomes for the better. This could include outcomes in relation to education, training and participation in the industry; healthier waterways and native fish stocks; greater economic returns and value of assets; or a stronger position as the Treaty partner in the Māori fisheries settlement.

5.3. One board member of Moana New Zealand (Aotearoa Fisheries Limited) we spoke to acknowledged that the coordination and alignment of approaches could be improved on, as well as communication regarding what the entities in Te Kāhui o Te Ohu Kai Moana did. 3

5.4. We are satisfied with the quality and timeliness of the reporting documents prepared to meet the reporting obligations under the Māori Fisheries Act or another enactment (refer to s 108(f) of the Māori Fisheries Act).

6. In looking at the particular requirements that we must then consider and report on for each entity respectively, we are also able to report that we are satisfied with overall compliance and performance. These specific requirements are to be found in the following provisions of the Māori Fisheries Act:

6.1. Te Ohu Kai Moana: With Te Ohu Kai Moana the audit has to consider and report on (1) the progress that Te Ohu Kai Moana Trustee Limited has made towards allocating and transferring settlement assets; and (2) the contribution that Te Ohu Kai Moana Trustee Limited has made towards assisting iwi meet the requirements for recognition as mandated iwi organisations (s 109 of the Māori Fisheries Act). In its self-assessment, Te Ohu Kai Moana reported that during the past four years substantive progress continues to be made. Accordingly, in 2024, ‘there are a total of 58 Iwi organisations after Tapuika withdrew from the Te Arawa Joint Mandated Iwi Organisation’. The self-assessment then says that ‘Of those, 56 are Mandated Iwi Organisations’, and ‘Te Ohu Kaimoana has continued to support the two remaining Recognised Iwi Organisations to achieve Mandated status’.

6.2. Te Wai Māori: ‘In the case of Te Wai Māori Trustee Limited, an audit must consider and report on the contribution that Te Wai Māori Trustee Limited has made in advancing the interests of Māori in freshwater fisheries’ (s 111(2) of the Māori Fisheries Act). The ‘contribution’ that Te Wai Māori has made in ‘advancing the interests of Māori in freshwater fisheries’ is an active obligation. The Trust has established a strategic focus on supporting Māori interests in freshwater fisheries and protecting the habitat to ensure the quality of freshwater and abundant species. With diminished stocks of freshwater species and iwi shelving quota in recognition of this, we consider this to be a sound focus. Te Wai Māori’s efforts in supporting local revitalisation and data collection projects and building national networks of iwi and Māori freshwater fisheries stakeholders to share their knowledge and expertise does constitute advancement in our view.

6.3. Te Pūtea Whakatupu Trustee Limited: The auditors must consider and report on ‘the contribution that Te Pūtea Whakatupu Trustee Limited has made towards promoting education, training, and research in relation to Māori involvement in fisheries, fishing, and fisheries-related activities’ (s 111(1) of the Māori Fisheries Act). We saw satisfactory evidence of this during our assessment. In the last one to two years, the Trust has adopted a new theory of change, resulting in a clearer focus on activities to support young Māori gain higher-level skills and experience directly applicable and more universally relevant to the

3. Interview with some of Aotearoa Fisheries Limited’s senior management and board and on 27 September 2024.

fisheries and other industries. We consider that this is a positive strategic shift and sound platform for performance improvement going forward.

6.4. Aotearoa Fisheries Limited: Under s 110 of the Māori Fisheries Act, the auditors must consider and report on:

6.4.1. The performance of Aotearoa Fisheries Limited in meeting its constitutional requirement to work co-operatively with iwi on commercial matters; and

6.4.2. The commercial performance of Aotearoa Fisheries Limited in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice, and changes in the value of the company.

7. Through the systematic development of an organisational culture that reflects the values of its iwi shareholders, and the substantive partnerships cultivated further over our audit period, Aotearoa Fisheries Limited has demonstrated its commitment to work co-operatively with iwi on commercial matters. Aotearoa Fisheries Limited’s commercial performance has been assessed against the statutory measures by KPMG. Our impression is that the company has performed as well and as could be expected given the economic, geopolitical and market challenges or ‘headwinds’, including COVID lockdowns, in the years between 2020 and 2024.

8. A final overall observation is that the general and specific statutory requirements on the entities should not be considered to be passive. They are active. We think there is a stretch opportunity for the entities as the collective of Te Kāhui o Te Ohu Kai Moana to be more alert, and exercise a higher level of capability and sophistication, given the highly dynamic operating environment domestically and internationally. As noted above and required in particular under s 108(e) of the Māori Fisheries Act, the ‘effectiveness’ in terms of improving iwi and Māori outcomes, of the policies and strategies aiming to achieve the objectives and of the performance of the duties and functions of each board and its directors was the most challenging to assess. If anything, it is the most important dimension of any audit of this sort.

Final Comments and Reflections

9. In closing this executive summary, we considered it appropriate to highlight some final reflections that we have garnered in undertaking this process.

A Strategy for Leadership and Succession Development across Te Kāhui o Te Ohu Kai Moana

10. The success of any major movement, organisation or business depends on the quality of available leadership. It is the leadership that formulates the strategy for success. Leaders must be cognisant and responsive to the challenges, but also the opportunities.

11. Among other spheres of influence, the challenges and opportunities for Māori Fisheries include economic, environmental, political, legal and regulatory, technological, cultural, commercial and geopolitical.

12. It is clear to us that the leadership around the development and implementation of Māori Fisheries settlement has emerged, grown, consolidated and changed. That leadership has been at all levels from those well-known iwi leaders involved with shaping and bedding the settlement in, such as Graham Latimer, Bob Mahuta, Matiu Rata, Tipene O’Regan, Archie Taiaroa, and Apirana Mahuika, to those who sat on the boards of the Māori commercial fishing companies and set the initial course for the management of the assets.

13. The strategies for success at all levels have changed markedly over the past three decades as the entities have matured across the intervening period.

14. Our observation is that the leadership of the entities of Te Kāhui o Te Ohu Kai Moana across the years, including our four-year audit period, has relied on a relatively small pool of capable people who are very busy applying their skills and experience across a wide range of issues and endeavours focussed on protecting, realising and optimising the rights and interests of iwi and Māori. To us, the identification, promotion or selection and socialisation of new leaders across the Kāhui has tended to be more organic rather than a deliberate developmental process.

15. We consider that there is an opportunity for the Kāhui entities as a collective to take a more deliberate approach through developing a leadership and succession strategy. It would be

a living, adaptive strategy. It would not necessarily identify individuals per se but formulate personae for the types of leaders that would be ideal or sought-after for each part and level of the Kāhui businesses.

16. Given the purpose and functions and stated objectives of Te Putea Whakatupu/Tapuwae Roa, that entity could be well placed to lead the development and coordination of such an initial leadership and succession strategy. Over time, potential leaders might be identified and supported for roles in Māori fisheries or related areas.

Maintaining a Creative Tension across the Kāhui Entities

17. The Kāhui entities have a shared purpose to advance the interests of iwi and Māori in the development of fisheries, fishing and fisheries-related activities. The strategies and objectives of each entity should identify a range of results and outcomes relevant to the purpose, function and duties of each entity and measures for success against those outcomes. With a shared purpose, it is inevitable that there are shared outcomes, but the specific entities might contribute in differing and distinctive ways as befits their respective statutory and other legal obligations.

18. In this context, it makes sense for the four entities to work more closely to coordinate common functions, objectives and services (such as advocacy) to their iwi and Māori stakeholders, as is our recommendation. We would also recommend, however, that the entities crystalise and maintain a healthy level of independence and ‘creative tension’. By creative tension we are meaning, somewhat aspirationally, that diverse ways of seeing and thinking are brought to bear and that there is an openness to strategic horizons within the legal-regulatory operating environment.

19. We make this recommendation on the basis that for each entity there is a gap between the results and outcomes they seek to achieve, and the current status of outcomes for iwi and Māori.

20. Creative tension straddles the line between uncertainty and direction, and some level of creative tension between organisations creates an impetus to resolve that uncertainty. In turn, this will generate energy and create opportunities to bounce around new ideas and drive innovation between and across the entities.

Recommendations of the Audit

21. Our recommendations are set out below:

Te Ohu Kai Moana Trustee Limited

21.1. First, with the enactment of the Māori Fisheries Amendment Act 2024 and in view of the iwi feedback regarding the four-year period from 2020, Te Ohu Kai Moana should be seeking to be a professionalised and highly proficient policy-operational hub regarding the fisheries settlement and relevant regulatory landscape(s). The rationale would be to support a strategic approach to protecting and enhancing the interests of iwi and Māori generally in fisheries, fishing and fisheries-related activities. Such a development should assist strategic approaches to protecting and enhancing the value of the assets onshore and offshore and could shape approaches to advocacy (including intervention logic). This capability set is emergent or incipient at Te Ohu Kai Moana, but it is something that could be progressed, fostered and consolidated, especially with a Kāhui perspective woven through it.

21.2. Second, and related to the foregoing point, we suggest that Te Ohu Kai Moana could seek to stress-test the legal-policy interpretative understandings of the fisheries settlement in 1992 that have emerged in the past two decades. These questions remain relevant to protecting and enhancing iwi-Māori rights in or to fisheries and to thinking actively about the regulatory systems that impact these rights onshore and offshore.

21.3. Third, we would recommend that the ‘Kāhui sensibility’ be developed and consolidated further. We note that there are areas, such as educational and research activity, where efforts might have been sharpened in their focus had an aligned or coordinated stance been kept in view. In circumstances of scarce resourcing, whether in terms of finance or personnel (or both), there is a risk of incomplete delivery of these initiatives or unhelpful and potentially

confusing duplication if entities within the Kāhui are pursuing comparable activities in the absence of coordinated discussions around complementarity and alignment.4

21.4. Fourth, the last four-year period reveals a measure of uncertainty on the part of iwi as to what the group of entities within the purview of Te Ohu Kai Moana does. Here, we note the feedback received from Te Rūnanga o Ngāi Tahu on the question of iwi interaction with Te Ohu Kai Moana. While the iwi engagement survey material is relatively spartan and is not a substitute for on-the-ground engagement with iwi, it would be useful to ensure that these iwi surveys are continued on a regular basis.

Te Wai Māori

21.5. For each of Te Wai Māori’s strategic outcomes and work programme objectives, we recommend that Te Wai Māori develop clear measures for performance and success (‘effectiveness’ and ‘progress’ as per s 108 of the Māori Fisheries Act).

21.6. We also recommend the development of some specific objectives and actions to clarify the status of introduced freshwater species in relation to customary fishing and taonga species to provide better protection for taonga species and increased potential for commercial opportunities for iwi Māori in freshwater fisheries

21.7. We suggest that Te Wai Māori could consider positioning itself as a steward of the best knowledge and information on taonga species and their habitat. Te Wai Māori could do this by calling on existing partnerships and/or establishing new partnerships to commission the development of a data platform that becomes a central repository for this data and evidence to support the Trust’s strategic and business priorities.

21.8. We suggest Te Wai Māori check in with Te Ohu Kai Moana regularly to discuss how the two entities could work more closely together to engage iwi on submissions prepared and made by Te Wai Māori, as part of the regular engagement of Te Ohu Kai Moana with iwi on other matters.

21.9. We suggest Te Wai Māori consider commissioning some independent professional programme fund management analysis and advice on the optimal strategy for Te Wai Māori to structure, distribute and manage its funds against the stated purposes to the preferred target group.

21.10. We suggest Te Wai Māori periodically commission a stakeholder engagement survey, perhaps in collaboration with Te Ohu Kai Moana and the other Kāhui entities.

21.11. We suggest that Te Wai Māori develop contingency options to consider if it is required to identify and engage an alternative provider to manage the Ministry for the Environment Essential Freshwater (Tangata Whenua) Fund (or to source a comparable fund).

Te Pūtea Whakatupu

21.12. We concur with Te Pūtea Whakatupu’s self-assessment and recommend that it should:

21.12.1. Increase targeted investment to develop skills relevant to the fishing industry, particularly for education and training courses, as well as continuing to fund fisheriesrelated research.

21.12.2. Endeavour to increase its capability to gather robust data for analysis to measure outcomes, gain a more precise understanding of the impact of its initiatives on outcomes, and allow the Trust to better tailor its programmes to the needs of the Māori community.

21.13. We suggest Te Pūtea Whakatupu periodically commission a stakeholder engagement survey, perhaps in collaboration with Te Ohu Kai Moana and the other Kāhui entities.

Aotearoa Fisheries Limited

21.14. We suggest Aotearoa Fisheries Limited periodically commission a stakeholder engagement survey, perhaps in collaboration with Te Ohu Kai Moana and the other Kāhui entities.

4. In saying this, we are conscious that, for the purposes of this four-year audit, the Kāhui comprises the four entities subject to that audit process, that is, Te Ohu Kai Moana, Aotearoa Fisheries Limited, Te Wai Māori and Te Pūtea Whakatupu (Tapuwae Roa). Nevertheless, beyond the statutory confines of the audit, the kāhui concept and context also extend to Sealord.

21.15. We recommend that Aotearoa Fisheries Limited endeavour to continue to improve its financial reporting so that it is clearer for iwi to see how each company is performing individually as well as part of the whole family of relevantly related Moana New Zealand companies.

General Scope of the Four-Year Audit

22. The general scope of any four-year audit is set out in s 108 of the Māori Fisheries Act 2004. Subsequent provisions then outline particular areas of focus for each of the four entities falling within the audit requirements of s 105 (audits) and s 106 (subsequent audits) of the Māori Fisheries Act: Te Ohu Kai Moana Trustee Limited, Aotearoa Fisheries Limited, Te Pūtea Whakatupu Trustee Limited and Te Wai Māori Trustee Limited.

23. An auditor (Mark Hickford) was appointed under s 107 of that legislation with effect from Thursday, 27 June 2024. Due to the compressed timetable, and with permission from the relevant entity boards, Mark Hickford obtained the assistance of Anaru Mill, so this report does refer to ‘auditors’, in the plural, for ease of reference (even though, technically, one auditor was formally appointed at the outset.)

Terms of Reference

24. Terms of reference were issued to the appointed auditor on 27 June 2024. All four entities approved these terms of reference according to advice received from Te Ohu Kai Moana, and they are attached to this report as Appendix B in line with practice in the previous four-year audits. Sections 105–113 of the Māori Fisheries Act set out the audit requirements. This audit addresses the performance of the relevant entity rather than representing a financial audit.

This is the Third Four-year Audit since the Māori Fisheries Act was Enacted in 2004

25. This will represent the third four-year audit since the enactment of the Māori Fisheries Act two decades ago.

26. The most recent four-year audit conducted under s 106 of the Māori Fisheries Act was that of 2012.5 Twelve years have passed since then. During that time, an independent statutory review was also conducted, as required under s 114(2) of the Māori Fisheries Act. Only one other four-year audit has been completed in addition to the 2012 audit, and that was in 2008.

27. Given the recent enactment of the Māori Fisheries Amendment Act 2024, which heralds particular changes to the Māori fisheries legislative framework, it is fitting that this four-year audit for the period from 2020 until 2024 (inclusive) takes stock of the current situation vis-àvis Te Ohu Kai Moana and the other three entities subject to audit: Aotearoa Fisheries Limited (trading as Moana New Zealand), Te Wai Māori and Te Pūtea Whakatupu Trust (trading as Tapuwae Roa).

28. The Māori Fisheries Amendment Act 2024 received the Royal Assent on 26 July 2024.6 The policy aim underlying the Māori Fisheries Amendment Act 2024 was pithily expressed in the relevant Cabinet paper as follows: ‘to give Mandated Iwi Organisations (MIOs), Recognised Iwi Organisations (RIOs) and Representative Māori Organisations (RMOs) more autonomy over their fisheries settlement assets’.7 Such is one element of the official Crown viewpoint. Importantly, Te Ohu Kai Moana’s narrative, presented to iwi, is that the changes are intended to reduce cost, improve efficacy, move iwi towards greater rangatiratanga over their settlement assets and improve the entities’ ability to provide settlement asset benefits to all Māori.

29. As the auditors observed in the 2012 Four Year Audit Reports: Pursuant to Section 106 of the Māori Fisheries Act 2004, ‘We were concerned to know the objectives established by the four entities and to find out whether policies and strategies had achieved success, if any, over a [four-year] period.’

5. Don Hunn and Ken Mason, 2012 Four Year Audit Reports: Pursuant to Section 106 of the Māori Fisheries Act 2004.

6. Refer to s 2 of the Māori Fisheries Amendment Act 2024 for particularised commencement dates.

7. Cabinet paper entitled, ‘Progressing the Māori Fisheries Amendment Bill’, Cabinet Legislation Committee, at paragraph 3: Progressing the Māori Fisheries Amendment Bill – Cabinet paper (mpi.govt.nz) (last accessed 25 September 2024). Also refer to Cabinet Legislation Committee, Progressing the Māori Fisheries Amendment Bill’, Minute of Decision (LEG-24-MIN-0042 refers).

30. The essence of that comment remains apt. We do not depart from it.

31. Nonetheless, we do consider that in assessing the criteria listed under s 108 of the Māori Fisheries Act it is vital to consider how the objectives are effectively tied into performance of the duties and functions of the relevant entity, as contemplated under s 108(b), (d) and (e) of the statute. At this point, we set out s 108 in full:

‘An audit conducted under section 105 or section 106 must consider and report, in relation to the entity being audited, on—

(a) the objectives established by the board of directors of the entity; and

(b) the extent to which those objectives are consistent with the effective implementation of the duties and functions of the entity under this Act or any other enactment; and

(c) the progress made by the board of directors towards achieving the objectives; and

(d) the policies and strategies established by the board of directors to achieve the objectives and perform the duties and functions of the board and its directors ; and

(e) the effectiveness of the policies and strategies referred to in paragraph (d) ; and (f) the quality and timeliness of the reporting documents prepared to meet the reporting obligations under this Act or another enactment.’8

32. While this sort of appraisal was clearly undertaken for the 2008 and 2012 four-year audits, it behoves us to give consideration to the strategic horizon for Te Ohu Kai Moana as informed by the relevant statutory functions and duties. In its turn, such a process entails reference to the possibilities of strategic positioning (rather than corporate inputs and outputs) not merely in the past four years but with an outlook to the future. To that end, our concluding recommendations will certainly raise themes that relate to these inter-temporal (across time) features with a strategic orientation in view of the legislative background, which sets out the purpose, duties and functions for Te Ohu Kai Moana.

The Audit Process

33. The audit commenced in the first week of July 2024 and the audit report writing process was due to be completed by Friday, 11 October 2024. The timetable has proven to be rather tight overall.

Iwi Participation

34. Iwi engagement was invited through the offices of Te Ohu Kai Moana by way of a communiqué sent out on 9 July 2024.9 A further invitation to iwi to submit written feedback was issued on 30 September 2024.10

35. A submission dated 14 August 2024 was received from Te Rūnanga o Ngāi Tahu. In the period of July and August 2024, hui were held with mandated iwi organisation, or MIO, representatives from Ngāti Mutunga, Ngāti Toa and Ngāti Porou. These discussions and contributions proved to be invaluable to the audit process. They permitted us to understand areas of concern regarding the iwi perspectives on if and how the objectives and strategies of Te Ohu Kai Moana were being delivered on.

Self-assessment Report of Te Ohu Kai Moana

36. As with the two preceding audits of 2008 and 2012, Te Ohu Kai Moana produced a helpful self-assessment, received in final form on Tuesday, 17 September 2024, which is annexed to this document as an appendix (Appendix E).

37. For convenience, we note that Aotearoa Fisheries Limited (trading as Moana New Zealand) supplied its board-approved self-assessment report on Thursday, 29 August 2024. A draft self-assessment report was received from Te Wai Māori Trust Limited on 16 August 2024. Te Pūtea Whakatupu Trust (trading as Tapuwae Roa) forwarded its self-assessment on 4 September 2024.

8. Emphasis added.

9. It is accessible in the public domain: refer to Invitation for iwi to comment on the four year audit for Te Ohu Kai Moana Group – Te Ohu Kaimoana (last accessed 26 September 2024).

10. Extension – iwi feedback on four-year audit for Te Ohu Kai Moana Group – Te Ohu Kaimoana

11. None were undertaken in 2022 or 2023.

38. For the audit process relating to Te Ohu Kai Moana, we met with the chief executive, and key members of the senior executive team on several occasions. A workshop was convened on 23 August 2024 where a draft self-assessment report prepared by Te Ohu Kai Moana was discussed and a range of questions were posed from the auditors’ perspectives. This process enabled Te Ohu Kai Moana to respond to various queries concerning the achievements and steps pursued across the four-year period from 2020. Specific papers were composed at points to respond to the external auditor requests.

39. The auditors met with the Chair and Deputy Chair of the Board of Te Ohu Kai Moana in late August 2024. Their feedback was garnered and has been factored into this report.

40. We have also reviewed an array of documentation that Te Ohu Kai Moana has provided to assist the audit process. Illustrations include annual plans, strategic documents (such as Rima Tau Rautaki 2021–26), iwi engagement survey materials from 2020 and 202111 and other governance-related documentation (including board agendas).

41. Strictly beyond the scope of this four-year audit is the significant work programme that Te Ohu Kai Moana bears under the Māori Commercial Aquaculture Claims Settlement Act 2004. Clearly, we do not address that aspect of the responsibilities of Te Ohu Kai Moana, but feel compelled to note it as the self-assessment report of 17 September 2024 stated:

Te Ohu Kaimoana also has a range of statutory functions under the Māori Commercial Aquaculture Claims Settlement Act 2004, which while strictly speaking is outside of the scope of this audit, does make up a material proportion of the work that Te Ohu Kaimoana undertakes with and on behalf of Iwi, and contributes to our work advancing the interests of Iwi in this area.12

42. As ought to be well appreciated though, this legislative regime is not unrelated to the fisheries settlement. In 2004 it was seen as dealing with the ‘unsettled’ aspect of the allocation of space for aquaculture purposes (the spatial element) on the understanding that the fisheries dimension (including fishing activities and rights) had already been settled in 1992. The fisheries deed of settlement dated 23 September 1992, was given statutory expression in part through the Treaty of Waitangi (Fisheries Claims) Settlement Act 1992 and the Māori Fisheries Act 2004, which received the Royal Assent on 25 September 2004. This last piece of legislation was enacted three months before the Māori Commercial Aquaculture Claims Settlement Act 2004 (assented on 21 December 2004).

Summary of the Key Themes of the Assessment of Te Ohu Kai Moana

43. In summary and on balance, we conclude that Te Ohu Kai Moana has met the requirements of s 108 and made positive but incremental impacts on its stated objectives, consistent with the audit areas set out in both s 108 and s 109 of the Māori Fisheries Act. Our assessment has addressed the four-year period of 2020 until 2024 (inclusive) compared with previous periods.

44. Te Ohu Kai Moana carefully identifies those areas under its duties, functions and objectives where progress has been haphazard or episodically incremental, as with its advocacy in advancing the interests of iwi in the development of fisheries fishing, and fisheries-related activities (extracted as a ‘consolidated objective’ in its self-assessment report from the introductory words of s 32 of the Māori Fisheries Act (‘Purpose of Te Ohu Kai Moana’)). In saying this, it notes that measuring achievements in such a space of activity is challenging within a twelve-month period, let alone across four years or in any longer-term assessment beyond 2024.

45. If we examine the specific performance of Te Ohu Kai Moana under s 109 of the Māori Fisheries Act, we are satisfied that the two aspects of that provision are being met. Section 109 of the Māori Fisheries Act provides:

In the case of an audit of Te Ohu Kai Moana Trustee Limited, the audit must consider and report on—

(a) the progress that Te Ohu Kai Moana Trustee Limited has made towards allocating and transferring settlement assets; and

(b) the contribution that Te Ohu Kai Moana Trustee Limited has made towards assisting iwi to meet the requirements for recognition as mandated iwi organisations.’

46. The self-assessment received from Te Ohu Kai Moana says that during the past four years substantive progress continues to be made. Thus, in 2024, ‘there are a total of 58 Iwi organisations after Tapuika withdrew from the Te Arawa Joint Mandated Iwi Organisation’. The self-assessment then states that, ‘Of those, 56 are Mandated Iwi Organisations’, and ‘Te Ohu Kaimoana has continued to support the two remaining Recognised Iwi Organisations to achieve Mandated status’.

47. In our initial findings we identified various themes that we have discerned as we have considered the four entities, but these are also pointedly relevant to Te Ohu Kai Moana, and we list them below:

47.1. The historical context and shifts in the strategic goals and priorities for the Māori Fisheries Settlement and iwi-Māori interests over time.

47.2. Balancing commercial and non-commercial fisheries/Economic development and Taiao/holistic perspectives.

47.3. Ensuring a systems lens relevant to the Kāhui o Te Ohu Kai Moana group as a whole so that complementarities in policy and operations can be enhanced where appropriate and in compliance with legal requirements. In this context, the alignment and/or coordination of strategy, planning, reporting, investment and business activities of the entities (single overarching plans and reports, corporate services such as communications, legal, engaging with iwi in a non-duplicative way) and some services and outputs, such as research and scholarships, could be helpfully considered.

47.4. Advocacy in policy and legal issues of relevance to Te Ohu Kai Moana and the other three entities subject to the four-year audit process. The drivers and approach of each entity and the extent to which they might coordinate any advocacy on behalf of iwi-Māori interests requires further consideration. For instance, Te Ohu Kai Moana and Te Wai Māori could (we suggest) collaborate and/or align much more effectively on major public policy questions such as, by way of example: fisheries and environmental matters, fisheries and oceans training and education, responses to sustainability rounds administered by the Ministry for Primary Industries, participation in international processes regarding New Zealand’s interest in high-seas fisheries, and engagement with Ministry for the Environment reform of the Resource Management Act 1991.

An Intentional and Deliberative Kāhui Sensibility is in Evidence

48. There is a kāhui or group context to Te Ohu Kai Moana, which must be borne in mind. Under s 5 of the Māori Fisheries Act, Te Ohu Kai Moana Group is a defined term as follows: Te Ohu Kai Moana Group means Te Ohu Kai Moana Trustee Limited and every subsidiary, trust, or other entity over which it has effective control, including Aotearoa Fisheries Limited and its subcompanies, because in relation to that subsidiary, trust, or other entity, Te Ohu Kai Moana Trustee Limited—

(a) controls, directly or indirectly, 50% or more of the votes; or (b) appoints 50% or more of the directors, trustees, or office holders, as the case may be … .

49. Thus, this audit report concerning each of the four entities specified in the Māori Fisheries Act is mindful of the degree to which they operate as a collective (kāhui) while being mindful of their distinct legal obligations as discrete or individual entities. The Kāhui, spoken of and written as a collective noun for this audit, comprises four principal entities, namely Te Ohu Kai Moana, Aotearoa Fisheries Limited (trading as Moana New Zealand), Te Wai Māori and Te Pūtea Whakatupu Trust (trading as Tapuwae Roa). As noted previously, however, the concept of kāhui extends further to Sealord. Furthermore, one senior source in Te Ohu Kai Moana though that it could even be regarded at its broadest extent as including iwi-Māori (all those who are beneficiaries of the settlement).

50. In discussing our initial findings with board and management of the four entities it was acknowledged that a joined-up Kāhui story and perspective could be better presented to iwi-Māori, as an emerging theme during the audit process was that various iwi participants

were unclear about what each entity did and how they might coordinate or align their activities. One board member of Moana New Zealand noted in a nutshell that Te Ohu Kai Moana essentially focuses on advocacy and protecting the fisheries settlement; Moana New Zealand is the commercial face; Te Wai Māori could be seen as essentially addressing the freshwater dimension of fisheries; and Tapuwae Roa focuses on innovation to help support the flourishing of the fisheries industry. That was one perspective given to us. Nevertheless, the work to set out a clearer picture of collective alignment or joined-up strategic aims and behaviours was recognised.

51. When this report contemplates the operation of the four entities referred to and their possible alignment or collaboration, it is referring to that bespoke usage of Kāhui, which is deployed in Te Ohu Kai Moana documentation. It is understood that this terminology has been increasingly operationalised through meetings of senior governance and executive management representatives whereby matters of shared interest might be traversed. The self-assessment document of Te Ohu Kai Moana dated September 2024 observed: In 2020 Te Ohu Kaimoana convened the first meeting of the kāhui (group of entities) boards and senior executives since the passage of the Act in 2004. This included all of the directors from Te Ohu Kaimoana, Te Pūtea Whakatupu/Tapuwae Roa, Te Wai Māori, Sealord and Moana/ AFL [Aotearoa Fisheries Limited].

52. Yet that picture, while comprehensible and important, would be incomplete insofar as there are other subsidiaries for which Te Ohu Kai Moana has oversight responsibilities through its appointment of directors and staff. Hence, Te Ohu Kai Moana Trustee Limited is also a 100 percent shareholder in Portfolio Management Services Limited and Te Ohu Kaimoana Custodian Limited. The full list can be characterised as follows:

52.1. Te Ohu Kaimoana Custodian Limited is a wholly owned company responsible for holding fisheries settlement investment portfolio.

52.2. Te Ohu Kaimoana Portfolio Management Services Limited is a wholly owned company responsible for managing investments and returns on the investment portfolio for Te Ohu Kaimoana, Tapuwae Roa and Te Wai Māori.

52.3. Charisma Developments Limited is a wholly owned company responsible for holding certain fisheries settlement assets, including Redeemable Preference Shares in Aotearoa Fisheries Limited.

52.4. Te Ohu Kaimoana Development Fisheries Limited is a wholly owned company with a previous focus on development of fisheries although we are advised that this has not operated for some years now.

53. Nevertheless, one of the features apparent to the auditor(s) has been the consolidation of an intentional and deliberative Kāhui sensibility across the 2020–2024 period.

54. Opportunities for considering and aligning strategic priorities and deliverables has proven to be a pronounced consequence of these group-level engagements.

55. In the audit reports for each of the four entities, together with that addressing Te Ohu Kai Moana specifically, this theme is one that we return to in assessing the achievements, opportunities and risks for the entities constituting the Kāhui, as well as the phenomenon as a collective.

56. Likewise, our recommendations are presented in this broader context.

57. The stretch for the Kāhui is how this can be done in a more coordinated fashion practically. In doing so, we acknowledge that the individual legal obligations each entity has to observe must be respected. If the entities are operating as a Kāhui, then, duplicative behaviours ought to be avoided and where there is overlap some view ought to be taken as to how scarce resources of personnel and finance can be used most effectively.

58. Te Ohu Kai Moana has statutorily specified duties relative to certain entities within the Kāhui. For instance, under s 34(p) of the Māori Fisheries Act it must ‘consider and, if satisfied, approve the annual plans of Te Pūtea Whakatupu Trustee Limited and Te Wai Māori Trustee Limited’.13 In addition, it appoints the directors of Aotearoa Fisheries Limited (s 34(m) of the Māori Fisheries Act).

59. Under s 111 of the Māori Fisheries Act, any four-year audit must specifically consider and report on the following dimensions of the contribution that Te Pūtea Whakatupu Trustee Limited and Te Wai Māori Trustee Limited are to make:

(1) In the case of Te Pūtea Whakatupu Trustee Limited, an audit must consider and report on the contribution that Te Pūtea Whakatupu Trustee Limited has made towards promoting education, training, and research in relation to Maori involvement in fisheries, fishing, and fisheries-related activities.

(2) In the case of Te Wai Māori Trustee Limited, an audit must consider and report on the contribution that Te Wai Māori Trustee Limited has made in advancing the interests of Maori in freshwater fisheries.14

60. Section 110 of the Māori Fisheries Act sets out particular areas that a four-year audit must consider and report on:

(1) In the case of Aotearoa Fisheries Limited, an audit must consider and report on— (a) the performance of Aotearoa Fisheries Limited in meeting its constitutional requirement to work co-operatively with iwi on commercial matters; and

(b) the commercial performance of Aotearoa Fisheries Limited in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice, and changes in the value of the company.

(2) In this section a reference to Aotearoa Fisheries Limited includes its subcompanies.

61. As part of its self-assessment framework, Te Ohu Kai Moana set out a consolidated portrait of its duties and functions under the Māori Fisheries Act, which we repeat in the subparagraphs below:

61.1. Plan and report on achievements of duties and functions.

61.2. Advance the interests of iwi in the development of fisheries, fishing and fisheries-related activities. This consolidated objective aligns with the statutory purpose of Te Ohu Kai Moana under s 32 of the Māori Fisheries Act and one of the possible functions of Te Ohu Kai Moana set out in s 35(1)(b) of that legislation, for example.

61.3. Assist the Crown in discharging its obligations under the deed of settlement of 23 September 1992.

61.4. Progress towards allocating and transferring settlement assets (and rights).

61.5. Legislative duties related to the appointment of directors to group entities, and role as corporate trustee.

62. These will be returned to when we provide our recommendations, but we consider it important to ensure that the language with which Te Ohu Kai Moana has characterised its own legislatively informed strategic and operating environment is outlined upfront.

63. Furthermore, we received certain iwi feedback that presented a clear perspective and aspiration for the purpose of Te Ohu Kai Moana and Aotearoa Fisheries Limited. It considered that the two entities needed to be the centres of excellence for Māori fisheries policy (in the context of the 23 September 1992 settlement) and commercial fishing respectively. This source suggested that both had work to pursue in order to become these centres of excellence.

Te Ohu Kai Moana’s purpose, in the context of the fishery settlement, is to provide policy and other sorts of central services that iwi want and that iwi are not the best at providing individually, or for which there are diseconomies of scale, if they all try to do it individually.

The same thing is true of Aotearoa Fisheries Limited. Aotearoa Fisheries Limited’s purpose in the fishery settlement is to provide commercial solutions that iwi can’t efficiently do individually themselves.

In both cases, Te Ohu Kai Moana and Aotearoa Fisheries Limited have to be excellent at those respective roles. Otherwise, there is no point to it. If iwi collectivise behind something which is inefficient and ineffective, that’s a disaster for everyone, rather [than] a benefit for everybody. What are the problems and solutions that need to be solved for iwi to really get the maximum benefits out of the settlement? And these two entities - policy and commercial - are supposed to be designed to provide the solutions. They’re not just beautiful things that have a right to exist because of legislation. They’re there for a purpose.

64. The feedback warned against any complacency on the part of these entities within the Kāhui.

Setting the Scene for the Audit

65. ‘Te Ohu Kai Moana’ is defined in s 5(1) of the Māori Fisheries Act as the Trust established pursuant to a trust deed and referred to in s 31 of that statute. Te Ohu Kai Moana must have only one trustee in accordance with s 33(1) of the Māori Fisheries Act. That trustee is stipulated to be ‘a company formed under the Companies Act 1993 with the name Te Ohu Kai Moana Trustee Limited’, as per s 33(2) of the Māori Fisheries Act.

66. The general scope of the audit is set out in s 108 of the Māori Fisheries Act, and the coverage is mandatory: the audit ‘must consider and report, in relation to the entity being audited, on’:

66.1. the objectives established by the board of directors of the entity (s 108(a) of the Māori Fisheries Act);

66.2. the extent to which those objectives are consistent with the effective implementation of the duties and functions of the entity under the Māori Fisheries Act or any other enactment (s 108(b) of the Māori Fisheries Act);

66.3. the progress made by the board of directors towards achieving the objectives (s 108(c) of the Māori Fisheries Act);

66.4. the policies and strategies established by the board of directors to achieve the objectives and perform the duties and functions of the board and its directors (s 108(d) of the Māori Fisheries Act);

66.5. the effectiveness of the policies and strategies referred to immediately above (that is, under s 108(d) of the Māori Fisheries Act) (s 108(e) of the Māori Fisheries Act);

66.6. the quality and timeliness of the reporting documents prepared to meet the reporting obligations under the Māori Fisheries Act or another enactment (refer to s 108(f) of the Māori Fisheries Act).

67. The foregoing elements appearing in s 108 of the Māori Fisheries Act are conjunctive.

We have to look at all the elements of s 108 in our four-year audit …

68. We have to look at all of them and how Te Ohu Kai Moana is meeting the relevant general requirements for the four-year audit.

… and the specific elements that we are required to look at for Te Ohu Kai Moana under s 109 of the Māori Fisheries Act

69. Regarding Te Ohu Kai Moana Trustee Limited specifically, s 109 of the Māori Fisheries Act provides that the audit ‘must consider and report on’:

69.1. the progress that Te Ohu Kai Moana Trustee Limited has made towards allocating and transferring settlement assets (s 109(a) of the Māori Fisheries Act);

69.2. the contribution that Te Ohu Kai Moana Trustee Limited has made towards assisting iwi to meet the requirements for recognition as mandated iwi organisations (s 109(b) of the Māori Fisheries Act).

We have to assess the ‘objectives’ of Te Ohu Kai Moana and the ‘extent to which those objectives are consistent with the effective implementation of the duties and functions’ of Te Ohu Kai Moana …

70. The objectives referred to in s 108 of the Māori Fisheries Act that are to be audited require an assessment of the ‘extent to which those objectives are consistent with the effective implementation of the duties and functions’ of Te Ohu Kai Moana Trustee Limited.

71. Those duties and functions are set out in s 34 and s 35 of the Māori Fisheries Act respectively.

72. A key hinge for these duties and functions, however, is that the duties listed in s 34 are inclusive rather than exhaustive and the chapeau or introductory text to s 34 expressly states that, ‘Te Ohu Kai Moana Trustee Limited must administer the settlement assets in accordance with the purposes of this Act and the purpose of Te Ohu Kai Moana […]’.15 The ‘purposes’ of the Māori Fisheries Act are contained in s 3 and cannot be lost sight of. Section 3(1) of the Māori Fisheries Act provides that:

‘The purposes of this Act are to—

(a) implement the agreements made in the Deed of Settlement dated 23 September 1992; and (b) provide for the development of the collective and individual interests of iwi in fisheries, fishing, and fisheries-related activities in a manner that is ultimately for the benefit of all Māori.’16

73. Section 3(2) of the Māori Fisheries Act then states that, ‘To achieve the purposes of this Act, provision is made to establish a framework for the allocation and management of settlement assets through’:

73.1. ‘the allocation and transfer of specified settlement assets to iwi as provided for by or under this Act’ (s 3(2)(a)); and

73.2. ‘the central management of the remainder of those settlement assets’ (s 3(2)(b)).

74. In addition, the ‘purpose of Te Ohu Kai Moana’ itself (expressed in the singular) is displayed in s 32. That provision is expressed as follows and bears quoting in full:

‘The purpose of Te Ohu Kai Moana is to advance the interests of iwi individually and collectively, primarily in the development of fisheries, fishing, and fisheries-related activities, in order to — (a) ultimately benefit the members of iwi and Māori generally; and (b) further the agreements made in the Deed of Settlement; and (c) assist the Crown to discharge its obligations under the Deed of Settlement and the Treaty of Waitangi; and (d) contribute to the achievement of an enduring settlement of the claims and grievances referred to in the Deed of Settlement.

75. Again, these dimensions of the ‘purpose of Te Ohu Kai Moana’ are expressed conjunctively, requiring attention to each outcome. That is, all must be kept in view. There is no ‘either/ or’ choice here. Evidently, the deed of settlement executed on 23 September 1992 between the Crown and Māori17 remains the keystone in this enunciation of the ‘purpose of Te Ohu Kai Moana’. The foregoing description of the ‘purpose of Te Ohu Kai Moana’ resonates with elements of the language of that deed. Section 5 of the deed of settlement was entitled ‘settlement agreements’ containing clause 5.1 (‘Permanent settlement of commercial fishing rights and interests’) and clause 5.2 (‘Non-commercial fishing rights and interests’).

76. This deed of settlement’s undeniable significance as foundational is contextualised and nuanced somewhat, however, in s 32 relative to Te Ohu Kai Moana in two senses:

76.1. first, the Crown is to be assisted in discharging its obligations under both the deed of settlement and the Treaty of Waitangi (s 32(c)); and,

76.2. second, Te Ohu Kai Moana is to ‘contribute to the achievement of an enduring settlement of the claims and grievances referred to in the Deed of Settlement’ (s 32(d)).

77. This statutorily expressed ‘purpose’, then, is an active, dynamic one rather than one that is static or necessarily completed at any given point in time.

78. By that, we mean that the ‘purpose’ is implicitly adaptive circumstantially, as factors exogenous or external to Aotearoa New Zealand (such as geopolitical adjustments or changes

15. Emphasis added.

16. Macrons have been inserted in this quoted passage. They were not in the original text.

17. Specifically, between the Crown and Sir Graham Latimer, the Honourable Matiu Rata, Richard Dargaville, Tipene O’Regan, Cletus Maanu Paul and Whatarangi Winiata, together with other persons who had negotiated with the Crown on behalf of iwi, the New Zealand Māori Council, the National Māori Congress and other representatives of iwi.

in markets and behaviours offshore) and various endogenous elements within the local jurisdiction, including shifting interpretative approaches to the iwi-Māori-Crown relationships across time, occur.18 Echoing s 3 of the Treaty of Waitangi (Fisheries Claims) Settlement Act 1992,19 agreements made in the deed of settlement are to be furthered (s 32(b): ‘further the agreements made in the Deed of Settlement’). The meanings of those agreements might, nonetheless, require ongoing interpretation from a strategic perspective given how the courts have construed the ambit of the text in the deed of settlement itself compared to the subsequent legislation, the Treaty of Waitangi (Fisheries Claims) Settlement Act. 20

79. As is well appreciated, customary fishing rights and interests were characterised as ‘commercial’ or ‘non-commercial’ in that settlement. Clause 5.2 of the deed of settlement noted that ‘non-commercial fishing rights and interests’ would not be extinguished via the settlement and would ‘continue to be subject to the principles of the Treaty of Waitangi and where appropriate give rise to Treaty obligations on the Crown’. In addition, ‘Such matters may also be the subject of requests by Maori to the Government of initiatives by Government in consultation with Maori to develop policies to help recognise use and management practices of Maori in the exercise of their traditional rights’. 21 Essentially, the Crown and Māori Treaty partners should work continuously to optimise the value of the settlement and related rights and interests of iwi and Māori.

80. Under s 10 of the Treaty of Waitangi (Fisheries Claims) Settlement Act, ‘claims by Māori in respect of non-commercial fishing for species or classes of fish, aquatic life, or seaweed that [were] subject to the Fisheries Act 1983’:

(a) shall, in accordance with the principles of the Treaty of Waitangi, continue to give rise to Treaty obligations on the Crown; and in pursuance thereto

(b) the Minister, acting in accordance with the principles of the Treaty of Waitangi, shall— i consult with tangata whenua about; and ii develop policies to help recognise— use and management practices of Māori in the exercise of non-commercial fishing rights; and

(c) the Minister shall recommend to the Governor-General in Council the making of regulations pursuant to section 89 of the Fisheries Act 1983 to recognise and provide for customary food gathering by Māori and the special relationship between tangata whenua and those places which are of customary food gathering importance (including tauranga ika and mahinga mataitai), to the extent that such food gathering is neither commercial in any way nor for pecuniary gain or trade; but

(d) the rights or interests of Māori in non-commercial fishing giving rise to such claims, whether such claims are founded on rights arising by or in common law (including customary law and aboriginal title), the Treaty of Waitangi, statute, or otherwise, shall henceforth have no legal effect, and accordingly—

(i) are not enforceable in civil proceedings; and

(ii) shall not provide a defence to any criminal, regulatory, or other proceeding,— except to the extent that such rights or interests are provided for in regulations made under section 89 of the Fisheries Act 1983.’

The Changing Legal Landscape Forms an Important Backdrop to the Operating Environment for Te Ohu Kai Moana and the Group

81. This background remains apposite as the legal architecture persists and the obligations continue although the Fisheries Act 1996 is now in operation. This legal landscape affords a range of possibilities for Te Ohu Kai Moana and the Kāhui as a whole to keep under active consideration, points to which we will come in our analysis and recommendations regarding

18. Appreciating, of course, that the boundaries between what might be construed as ‘exogenous’ or ‘endogenous’ are inexorably porous, with considerable intermeshing.

19. Section 3 of the Treaty of Waitangi (Fisheries Claims) Settlement Act 1992 states: ‘It is the intention of Parliament that the provisions of this Act shall be interpreted in a manner that best furthers the agreements expressed in the Deed of Settlement referred to in the Preamble.’

20. This observation is elaborated below in the discussion of the High Court decision in Te Arawa Māori Trust Board & Anor v Attorney-General, High Court, Auckland; 5 December 2000; CP448-CO99, Anderson and Paterson JJ.

the current state. The legal interpretative environment has adjusted since 2004 let alone 1992, and it is apt that Te Ohu Kai Moana, in complying with its statutory obligations and performing its functions, keeps a weather eye out for these shifts across time, whether those changes are subtle or less so.

82. In Appendix C, we set out further details on this legal interpretative environment focusing on two cases. These elements continue to influence interpretative understandings in official policy but can still be tested as part of the landscape that affects or shapes the coverage of the fisheries settlement. Revisiting or reconsidering this environment also offers possibilities for Te Kāhui o Te Ohu Kai Moana to think afresh about whether that legal landscape might offer further policy and strategic opportunities.

83. The observations raise architectural and system issues, that is, variable jurisdictions impacting ‘non-commercial Māori fishing rights and interests’ in the freshwater context, as well as spaces or areas elsewhere in the marine environment (such as the coastal marine area). This comment assists in demonstrating the complexities that Te Ohu Kai Moana must contend with as it navigates its board-approved objectives and policies.

2024 AUDITOR’S REPORT ON

Performance of Te Ohu Kaimoana

84. Within this overall legal context, the functions of Te Ohu Kai Moana are expressed permissively rather than directively and prescriptively. As such, s 35 of the Māori Fisheries Act begins with the words, ‘As a means to further the purpose of Te Ohu Kai Moana, Te Ohu Kai Moana Trustee Limited may […]’. 22 There is a measure of optionality, therefore, in how Te Ohu Kai Moana might prioritise its functional behaviours, with a view to achieving or furthering its purpose as outlined in s 32 of the Māori Fisheries Act. Section 35(1)(b), for example, says that Te Ohu Kai Moana ‘may’: in relation to fisheries, fishing, and fisheries-related activities, act to protect and enhance the interests of iwi and Māori in those activities.

85. This language within the legislation permits a measure of deliberate choice around what, how and where to prioritise activities in order to advance the statutory purpose of Te Ohu Kai Moana located in s 32 of the Māori Fisheries Act.

86. Accordingly, this factor heightens the need for intervention logic and other methodologies to assist in guiding priority-setting and decision-making albeit with an appreciation that certain choices might be apposite at different times and in a range of changeable circumstances. The strategic goals and consolidated objectives of Te Ohu Kai Moana during the four-year audit period, October 2020–September 2024

87. Turning to the period from 2020 until 2024, the Board of Te Ohu Kai Moana initially set out objectives (identified as ‘strategic goals’) in the annual plan that applied from 1 October 2020 through to 30 September 2021 (inclusive). These were listed as:

87.1. ‘All Māori fisheries settlement entities work collectively to advance and improve Māori fisheries and achieve positive outcomes for Iwi and Aotearoa in a manner that is publicly understood.’

87.2. ‘Iwi have access to a strong pool of talented and skilled Māori fisheries commercial and noncommercial expertise.’

87.3. ‘Empowering Māori fisheries policy (commercial and non-commercial) is informed by tikanga Māori and practical ‘on the ground’ realities and experience of customary and commercial fishers. Our fisher’s commercial and non-commercial practices respect tikanga as well as the empowering policy and legal framework which underpin Māori fisheries rights.’

87.4. ‘The Māori world view guarantees of Te Tiriti o Waitangi and the 1992 Fisheries Settlement are understood and respected by Government, the New Zealand public, and international audiences. A Māori worldview and Tiriti/Treaty rights are fully incorporated into New Zealand’s marine management policies.’

88. The self-assessment report of Te Ohu Kai Moana notes how the Rima Tau Rautaki 2021–26 represents the latest strategic plan, which reflects, in part, what Te Ohu Kai Moana ‘heard from iwi on our haerenga around the motu in 2021’. 23 Approved in September 2021, the initial iteration of strategic pou numbered four and set out the board’s broad objectives: 24

22. Emphasis added.

23. Rangimarie Hunia, Chair, Te Ohu Kai Moana, ‘A New Strategy’, in Rima Tau Rautaki 2021-26: Five Year Strategy at 4.

24. Ibid at 6–7.

Pou Tuatahi By the end of 2026, we have made transformational changes to the legislative and policy system impacting Iwi fishing and our relationship with Tangaroa.

Pou Tuarua To ensure 100% of our programs assist in increasing the capability of Iwi to determine the management of their fisheries and marine interests.

Pou Tuatoru To invest in research and innovation that supports an Iwi perspective in fisheries management and their relationship with Tangaroa.

Pou Tuawhā To ensure 100% of our efforts in protecting the Deed of Settlement have resulted in positive and resilient outcomes for Iwi.

89. Changes subsequently occurred following discussions in May 2024 in the wake of five new board appointments on the part of Te Kāwai Taumata in November and December 2023. These adjustments saw the language introducing pou tuarua and pou tuawhā altering somewhat, such that the second pou now reads: ‘To ensure our programmes assist in increasing the capability of iwi to determine management of their fisheries and marine interests’. Similarly, the fourth pou is now cast in the following terms: ’To ensure our efforts in protecting the Deed of Settlement have resulted in positive and resilient outcomes for iwi’. In essence, then, the reference to 100 percent disappeared from the text, with the emphasis being placed on ensuring or working towards attaining a goal or objective.

90. Accompanying each of the strategic pou is a discrete comment or piece of elaborating text.

91. For Pou Tuatahi, the initial strategic pou, an aspiration for change ‘[b]y the end of 2026’ is explained, with an ambitious sense of direction and influence regarding policy: This Pou represents a commitment to change. That Te Ohu Kaimoana will further develop Te Hā o Tangaroa as the foundation for our policy advice and create a Māori narrative for our worldview in oceans. We will draw on mātauranga Māori and undertake policy mahi that serves this pou and our ability to share a Māori perspective that is uniquely our own – driven by our own agenda, rather than the Crown’s.

92. Turning to the second strategic pou, Pou Tuarua, which states, ‘To ensure our programmes assist in increasing the capability of iwi to determine management of their fisheries and marine interests’, the following comment is supplied in Rima Tau Rautaki 2021–26: Pou Tuarua ensures that we are supporting iwi to build capability in delivering on their accountabilities and responsibilities for fisheries and wider marine interests while ensuring Tangaroa can provide for their people and future generations.

We will do that by both creating resources to share our policy knowledge with iwi and continue to advocate on behalf of iwi. Every programme we work on has a commitment to iwi and supporting their aspirations.

93. Pou Tuatoru, the third strategic goal or pou, relates to the aim ‘To invest in research and innovation that supports an iwi perspective in fisheries management and their relationship with Tangaroa’. The associated comment states: Research and innovation [is] an area we are required to invest [in] and create action but we have never done that outwardly nor worked on this with great purpose. This Pou will ensure that we are working on and in research. At the outset, this will be with partners until we are clear about what role Te Ohu Kaimoana could have in working for iwi in the research arena.

94. Set alongside Pou Tuawhā we see the following comment: The greatest part of our purpose is to protect the Deed of Settlement. This Pou helps us ensure our priorities are focused on outcomes that deliver positive results for iwi.

95. These four principal elements in Rima Tau Rautaki 2021–26 resonate with a perspective that one Te Ohu Kai Moana board member provided to the audit in late August 2024, namely a view that situated Te Ohu Kai Moana within a broader historical frame. His points were as follows: Initially, the focus was on securing the fisheries assets through the Treaty of Waitangi Fisheries Settlement negotiations processes leading up to the eventual execution of the deed of settlement on 23 September 1992.

From 1992 to 2003, the focus was on developing the methodology for allocating the fisheries assets to iwi.

From 2004 to around 2015, the focus shifted to the allocation process itself, with some iwi choosing not to participate.

The statutory review process in 2015 asked fundamental questions about the purpose and role of Te Ohu Kaimoana.

Under different CEOs and Chairs, the focus has evolved from growing the commercial asset to implementing the allocation model and, subsequently, to more recently emphasising rightsprotection and balancing commercial interests with environmental and cultural considerations.

The organisation has had to navigate changing societal attitudes towards commercial fishing and has increasingly repositioned itself as a policy think tank and advocate for Māori rights in the fisheries sector.

96. On balance, the final two paragraphs in the excerpt quoted above do appear to align with the general orientation of Rima Tau Rautaki 2021–26. We consider the words cited present a useful narrative arc from the perspective of a board member of Te Ohu Kai Moana given the manner in which the different phases of focus are treated from the deed of settlement dated 23 September 1992 onwards.

97. The latest annual plan for Te Ohu Kai Moana set out the strategic priorities for 2023–2024. 25 In doing so, the annual plan is explicitly tied to the strategic pou or pillars identified above.

98. Advocacy on behalf of ‘iwi in their relationship with the moana’ is a key objective that is related to three strategic pou, for instance: Pou Tuatahi, Pou Tuatoru and Pou Tuawhā. Key performance indicators are then identified:

1 Te Ohu Kaimoana has led and supported opportunities for iwi in the moana, including related to fisheries and aquaculture.

2 Provide iwi with the information required to make their own decisions pertaining to legislative policy system changes impacting their relationship with the moana.

3 Litigation strategy and [rights-based] framework tested and developed.

4 Bi-monthly updates on legislative changes and showcase Te Ohu Kaimoana’s involvement in those processes.

5 Te Ohu Kaimoana assists iwi to meet their compliance obligations.

99. The self-assessment has expanded on these elements in certain ways. Key performance indicator number three, which is characterised as ‘Litigation strategy and [rights-based] framework tested and developed’, is one example of an intervention logic guiding strategic direction in specific ways. In discussions with Te Ohu Kai Moana representatives, we were able to hear views as to how this form of advocacy achieved outcomes relevant to the strategic priorities and objectives of Te Ohu Kai Moana.

The Assessment of the Auditor(s)

100. All these goals or objectives seem prudent and make sense to us.

101. As part of the audit under s 108(b) of the Māori Fisheries Act, we must consider and report on (assess) ‘the extent to which those objectives are consistent with the effective implementation of the duties and functions of the entity under this Act or any other enactment’.

102. Section 108(e) places an emphasis on the ‘effectiveness of the policies and strategies’ referred to in the preceding paragraph of the statutory provision. We must consider and report on the ‘effectiveness of the policies and strategies’ that the boards of directors for each of the four entities has ‘established … to achieve the objectives and perform the duties and functions of the board and its directors’.

103. Those ‘duties and functions’ relate to the statutorily enumerated ones pertaining to the entity in question. In the case of Te Ohu Kai Moana that is s 34 and s 35 of the Māori Fisheries Act insofar as legal duties and functions are concerned.

Auditor(s) broadly satisfied with the performance of Te Ohu Kai Moana relative to s 108 of the Māori Fisheries Act

25. Te Ohu Kai Moana, Te Mahere

104. At the outset, we wish to record that we are broadly satisfied with the performance of Te Ohu Kai Moana in accordance with the criteria set out in s 108 of the Māori Fisheries Act. … but there are strategic opportunities that might be grasped and considered …

105. Having said that, there are various insights that we have drawn from the 2020–2024 period that we have identified that ought to assist Te Ohu Kai Moana in positioning itself to consider strategic opportunities.

106. These findings and suggestions coincide with the tenor of certain feedback we have received from iwi engagement during the audit process, together with those comments given in sessions involving governance or senior management representatives from the other three entities.

107. Optionality or choice is intrinsic to the s 35 functions given the permissive nature of that provision relative to advancing the statutory purpose of Te Ohu Kai Moana. Transactional behaviours that are not informed by strategic horizons will not assist. As such, strategic options remain relevant concerning the coverage of the Treaty of Waitangi (Fisheries Claims) Settlement Act 1992, as we have raised in questions of each of the four entities throughout the audit process. These include, adjusting or calibrating approaches within a sufficiently flexible and capacious strategic outlook, adapting intervention logic in the context of a changing operating environment, managing scarce human and financial resources and operating in a legal landscape that affords interpretative and policy opportunities that might be of assistance to Te Ohu Kai Moana in progressing its purpose and duties under the Māori Fisheries Act.

108. We have heard from certain MIO representatives, predominantly via oral feedback. One written submission was conveyed to us via Te Ohu Kai Moana – that of Te Rūnanga o Ngāi Tahu.

109. In its formal letter of 14 August 2024, Te Rūnanga o Ngāi Tahu noted:

Te Rūnanga believes this to be good opportunity to reiterate our desire to work with Te Ohu and for there to be consistent, open, and transparent communication. Working collaboratively and with strong policy expertise on both sides would allow us to collectively hold the Government to account and ensure the fisheries and aquaculture settlements are upheld. It would also ensure that iwi interests are represented and upheld by Te Ohu, as per the terms of the settlements while providing iwi a point of influence in the government policy and decision making.

110. Relevantly for those priorities and themes addressing the advocacy role of Te Ohu Kai Moana in, say, Rima Tau Rautaki 2021–26 (Pou Tuatahi and Pou Tuawhā, for example), Te Rūnanga o Ngāi Tahu advises that:

Where matters have been specific to place with the Ngāi Tahu takiwā, Te Rūnanga has felt it more appropriate to advocate for change, participate in legal or other processes, and generally sought and achieved outcomes for Ngāi Tahu (which often benefit other iwi too) independently from Te Ohu.

This indicates that the role and value add of Te Ohu is not always clear for Te Rūnanga, aside from the four areas identified above. We recognise the role of Te Ohu and reliance of iwi on Te Ohu is likely to differ around the motu. This is fine. Te Rūnanga considers that Te Ohu needs to develop in maturity as an organisation to also recognise that.

111. Now, Te Rūnanga o Ngāi Tahu might not be adverting to a particular document, such as Rima Tau Rautaki 2021–26, but its comments are evidently mindful of the advocacy role that Te Ohu Kai Moana plays and questions of strategic opportunity.

Te Rūnanga considers that Te Ohu:

– Is in a position of potential influence and strength due to its ability to advocate for iwi on matters of shared concern or benefit and as the trustee has access to Government and Ministers that iwi might not have.

– Has the ability and role to create efficiencies for iwi by providing solid technical or legal advice on settlement matters which iwi could use as they see fit, or disregard if not of particular relevance.

– Should increase engagement with iwi to better understand the granularity of issues they face in areas that are significantly different from when the parameters or Te Ohu [were] originally agreed to by iwi.

– Must promote good process, including within its own processes and hui.

– Should be available on specific place based kaupapa that may impact on fisheries or aquaculture settlement to support iwi at place, if required and sought by iwi.

– Can sometimes be well placed to assist in facilitating discussion or hui on specific kaupapa when sought by iwi.

– Has the potential to be a central source of professional excellence in technical areas surrounding fisheries and aquaculture settlements.

– Must, at all times, be clear on whether it is delivering benefit and outcomes to iwi.

112. Leveraging off these preceding points, the ‘four areas’ in Te Rūnanga o Ngāi Tahu submission where it was able to identify a persuasive rationale for the contributing role of Te Ohu Kai Moana during the four-year period were expressed in the following fashion:

Reflecting on the above, Te Rūnanga notes that in the past 4 years Te Ohu has demonstrated its ability to deliver on the above by:

– Carrying out its functional role in transferring settlement assets.

– Participating in aquaculture settlement negotiations as required including working on modelling.

– Providing introductory materials and held hui with kaimahi to assist in understanding of the Māori Fisheries Amendment Bill, including facilitating hui with all iwi.

– Carrying the weight of the 28N process for iwi. 26

113. These comments from Te Rūnanga o Ngāi Tahu are undeniably helpful. They are broadly consonant with what we have heard orally from other iwi participants in the audit process.

114. Insofar as its advocacy in policy and legal matters is concerned, the relevant intervention logic tends to focus on ensuring that no erosion of those rights addressed under the 23 September 1992 deed of settlement occurs. Protecting assets under the fisheries settlement is certainly one feature of the advocacy objective. In that sense, the stance could be construed as defensive. We see this approach in evidence with the recent proceedings in Te Ohu Kai Moana Trustee Limited v Attorney-General27 decided on 4 September 2024. In that case, Te Ohu Kai Moana has sought to protect settlement assets from the impact of unredeemed s 28N of the Fisheries Act 1983 shares if and when the Minister for Oceans and Fisheries decides to increase the total allowable commercial catch (TACC) in the Snapper 8 fishery (SNA8) under ss 13 and 20 of the Fisheries Act 1996.

115. From an opportunity-based viewpoint, we have explored some issues that are endogenous features of the regulatory landscape in New Zealand that might suggest ways for Te Ohu Kai Moana to consider the enhancement of iwi-Māori fishing rights and interests (commercial and non-commercial) through a strategically informed systems lens. Different logics or ways of seeing might be in play. Iwi might display a diverse range of views on incentivising the protection and relative enhancement of taonga species, with particular legal-policy avenues being explored, such as conferring legal personality on tuna. Other perspectives might wish to consider the place of introduced species and how iwi-Māori rights and interests in customary fisheries, whether commercial or non-commercial, might be afforded meaningful legal and policy impact. This could also encourage thought about governance regimes and revenue sharing arrangements. We do not wish to predetermine or to curate any options but simply raise these observations for further reflection.

116. We received instructive feedback from a board member of Te Wai Māori Trust Limited (24 September 2024) that the strategic orientation could look at ‘wealth creation in or at place’ with iwi engagement on the ground.

Findings – Achievements, Challenges, Opportunities and Performance

117. As noted in the introductory parts of this audit report, the final self-assessment report of Te Ohu Kai Moana outlined five consolidated core groups of legislative duties and functions: 117.1. Planning and reporting on achievements of duties and functions.

26. The ‘28N process’ refers to the ongoing proceedings in the High Court at Wellington, that have seen the issuing of one judgment in Te Ohu Kai Moana Trustee Limited v Attorney-General [2024] NZHC 2521. 27. [2024] NZHC 2521.

117.2. Advancing the interests of iwi in the development of fisheries, fishing and fisheries-related activities. This consolidated objective aligns with the statutory purpose of Te Ohu Kai Moana under s 32 of the Māori Fisheries Act and the one of the possible functions of Te Ohu Kai Moana set out in s 35(1)(b) of that legislation, for example.

117.3. Assisting the Crown in discharging its obligations under the deed of settlement of 23 September 1992.

117.4. Progressing towards allocating and transferring settlement assets (and rights).

117.5. Legislative duties related to appointing directors to group entities, and the role of Te Ohu Kai Moana as corporate trustee.

118. From the documentation we have seen and our engagements with senior representatives of Te Ohu Kai Moana, we have concluded, on balance, that Te Ohu Kai Moana is performing satisfactorily in these five areas. We can be brief on this part of our assessment, as we have had the opportunity of engaging directly with the senior executive team of Te Ohu Kai Moana and exploring various questions we had.

119. Nevertheless, we do wish to record that the responses received from MIO representatives, including the written submission from Te Rūnanga o Ngāi Tahu, align with the views we developed regarding possible areas for improvement and avenues that might be pursued. We have touched on a number of these points already but endeavour to synthesise them as recommendations below.

Recommendations

120. Our recommendations are set out below:

120.1. First, with the enactment of the Māori Fisheries Amendment Act 2024 and in view of the iwi feedback regarding the four-year period from 2020, the notion of Te Ohu Kai Moana acting as a professionalised and highly proficient policy-operational hub regarding the fisheries settlement and relevant regulatory landscape(s) is something to be nourished and acted upon. The rationale would be to support a strategic approach to protecting and enhancing the interests of iwi and Māori generally in fisheries, fishing and fisheries-related activities. Such a development should assist strategic approaches to protecting and enhancing the value of the assets onshore and offshore and could shape approaches to advocacy (including intervention logic). Indeed, the litigation and policy strategies that we have been briefed on could be strengthened against this sort of background. This capability set is emergent or incipient at Te Ohu Kai Moana, but it is something that could be progressed and nourished, especially with a Kāhui perspective woven through it.

120.2. Second, and related to the foregoing point, we have observed that there are legal-policy interpretative understandings of the fisheries settlement in 1992 that have not been stress-tested in the past two decades. These questions remain relevant to protecting and enhancing iwi-Māori rights in or to fisheries and to thinking actively about the regulatory systems that impact these rights onshore and offshore.

120.3. Third, we would recommend that what we have referred to at the beginning of this audit report as the ‘Kāhui sensibility’ be developed and consolidated further. Obviously, Te Ohu Kai Moana must respect the independent judgments of the other entities with their own governance and managerial prerogatives. Those autonomies are material. But we noted that there were areas, such as educational and research activity, where efforts might have been sharpened in their focus had an aligned or coordinated stance been kept in view. In circumstances of scarce resourcing, whether in terms of finance or personnel (or both), there is a risk of incomplete delivery of these initiatives or unhelpful and potentially confusing duplication if entities within the Kāhui are pursuing comparable activities in the absence of coordinated discussions around complementarity and alignment.

120.4. Fourth, the last four-year period reveals a measure of uncertainty on the part of iwi as to what the group of entities within the purview of Te Ohu Kai Moana does. Here, we note the feedback received from Te Rūnanga o Ngāi Tahu on the question of iwi interaction with Te Ohu Kai Moana cited above. While the iwi engagement survey material is relatively spartan and is not a substitute for on-the-ground engagement with iwi, it would be useful to ensure that these iwi surveys are continued on a regular basis.

RESPONSE TO THE AUDIT REPORT

TE OHU KAIMOANA

Paragraph 120.1

Te Ohu Kaimoana to be a professionalised and highly proficient policyoperational hub regarding the fisheries settlement and relevant regulatory landscape(s) … to support a strategic approach to protecting and enhancing the interests of iwi and Māori generally in fisheries … .

• Te Ohu Kaimoana’s five-year strategic plan includes a commitment to excellence in the provision of policy advice across fisheries matters. ‘We support iwi priorities to protect and enhance our taonga through, leadership, advocacy and innovation.’ There are a number of corresponding key performance indicators included in the current annual plan to measure how Te Ohu Kaimoana is delivering this at an operational level.

• Given the ever-changing landscape it operates within, and considering the changes the Māori Fisheries Amendment Act will have, Te Ohu Kaimoana considers there is some validity to the suggestion that it look to reposition itself as a centre for excellence for Māori fisheries-related policy and legal matters. This would require a refinement and sharpening of Te Ohu Kaimoana’s existing strategic focus. Te Ohu Kaimoana would need to first consult with iwi before making these changes.

• Further definition of Te Ohu Kaimoana’s role as a policyoperational hub is needed, which should be shared with iwi.

• Te Ohu Kaimoana considers that a number of corresponding KPIs included in the current annual plan address this matter, at least partially. We will emphasise these more in our regular and annual reporting to ensure there is more visibility of the material produced.

• Discuss next steps with iwi at annual general meeting in March 2025.

Paragraph 120.2

Te Ohu Kaimoana could seek to stress-test the legal-policy interpretative understandings of the fisheries settlement in 1992 that have emerged in the past two decades.

• This report provides a timely reminder to the readers that the legal landscape we operate in (in the context of our purpose under the Act) has changed since our inception.

• We agree that there are matters within our purpose that could be tested, and we note the specific matters raised by the auditors however, an appropriate cost/ benefit analysis has not been undertaken.

• In many respects our operational/ policy/legal hands have been tied to a ‘protection’ focus, rather than one of innovation or action, because the Crown has tested the fisheries settlement rather than been obliged by it.

• At its next scheduled strategic planning session, the board will consider the wider legal/ policy landscape of Māori fisheries, including those matters identified by the auditors in their report. This will be considered in the wider local, national and international landscapes, as well as the wider legislative setting within which Te Ohu Kaimoana operates.

Te Ohu Kaimoana will report in its next annual report if/how it intends to address this matter.

• Te Ohu Kaimoana currently has a key performance indicator regarding the development of a litigation strategy. The audit feedback will be considered as part of this.

Ohu Kai Moana

Paragraph 120.3

*We would recommend that the ‘Kāhui sensibility’ be developed and consolidated further. We note that there are areas, such as educational and research activity, where efforts might have been sharpened in their focus had an aligned or coordinated stance been kept in view.

• All of the entities are beneficially owned by iwi/Māori, either directly or indirectly. It was with that in mind that Te Ohu Kaimoana considered there needed to be conscious efforts made to bring the entities together to discuss how we might advance the interests of iwi in marine and freshwater fisheries, aquaculture and the health of the marine and freshwater environments. In 2020, Te Ohu Kaimoana convened the first meeting of the Kāhui (group of entities) boards and senior executives since the passage of the Act in 2004. This included all of the directors from Te Ohu Kaimoana, Te Pūtea Whakatupu/Tapuwae Roa, Te Wai Māori, Sealord and Moana/AFL. At that hui, there was agreement across the entities that there are a number of common issues we should collaborate on, including how we will individually and collectively respond to the challenges of climate change and establishing regular and organised communications between the entities on key matters. Te Ohu Kaimoana continues to coordinate meetings of the entities to ensure transparency and mitigate duplication of effort or competing interests. A subsequent hui of entity boards and management was held in September 2023, and a further hui is scheduled for late 2024.

• Further to the matter above, where the entities are working together at a governance level in the best interests of our beneficiaries, this is also happening at a management level. A priority for the last three annual plans has been to transition to a shared model of working with Moana New Zealand. In March 2022, management from both companies met to discuss respective and shared priorities, and since then they have been collaborating on a number of pieces of work. The imperative here is to ensure that our entities are aware of each other’s priorities, imperatives and views on certain matters. In some cases, this is understanding where we may or may not align in our positions on certain matters, to work in the best interests of iwi shareholders.

• Development of joint work programmes on shared operational matters, e.g., implementation of the Māori Fisheries Amendment Act, collaborating on policy responses to government consultations.

[*From Kāhui collective response:]

Kāhui governance actions:

• Entities will continue to work collaboratively, both amongst themselves and with iwi, on the development of Te Kawa o Te Moana.

• Schedule twice-yearly meetings of the chairs of each of the Kāhui entities (Te Ohu Kaimoana, Te Wai Māori, Tapuwae Roa, Moana New Zealand, Sealord). These meetings may be in person or by teleconference. The agenda is to cover matters such as priorities for each over coming months and opportunities for engagement with iwi on key matters (such as general meetings, disposal of assets, etc). The entities will share responsibility for the coordination of these meetings.

• Continue with regular Chair/ board/management engagement through Te Ohu Kaimoana board meeting agenda.

• Schedule once-yearly meetings of directors from all entities with an agreed agenda. These meetings will be coordinated by Te Ohu Kaimoana and will be in person. Generally, they will be held after balance date and will provide an opportunity to present to the wider organisations highlights from the previous year, priorities for the coming year and matters to be presented to iwi (beyond required reporting) at the annual general meeting, typically scheduled for late March.

Paragraph 120.3 (continued)

Paragraph 120.4

*The last four-year period reveals a measure of uncertainty on the part of iwi as to what the group of entities within the purview of Te Ohu Kaimoana does.

• Te Ohu Kaimoana conducts an annual iwi feedback survey (with the exception of 2021 and 2022 due to COVID-19) that provides iwi with an opportunity to comment on Te Ohu Kaimoana’s performance and input into Te Ohu Kaimoana’s strategic direction and how best to deliver services to iwi. This feedback been useful in assisting Te Ohu Kaimoana to better understand how to communicate with iwi and on what matters.

• Work continues on the development of a joined-up Kāhui story, including identifying consolidated strategic objectives and clearly defining roles and responsibilities. This will enhance the Kāhui’s ability to provide greater clarity and transparency to iwi around how each entity contributes to the overarching goals of the Kāhui.

Kāhui management actions:

• Establish a formal and regular forum (twice yearly) for the Kāhui management to discuss matters raised at governance fora and to progress shared initiatives, such as: – improved sharing of information; – improved joint communications; and – sharing of services and costs if appropriate.

• Where appropriate, develop joint position statements on matters affecting the fisheries settlement, iwi shareholders, or the Kāhui entities.

• The Kāhui entities have discussed the development of a joint communications strategy for the fisheries settlement. This will be progressed in FY24/25.

• Te Ohu Kaimoana will continue to coordinate the Kāhui entities, with a view to having joint roadshow/iwi engagements in FY24/25 on matters of interest.

* Indicated cross-over with Kāhui-wide audit recommendations and collective response.

Response to the Audit Report by Te Ohu Kai Moana

2024 AUDITOR’S REPORT ON

Performance of Te Wai Māori

121. Te Wai Māori Trust and its corporate trustee, Te Wai Māori Trustee Limited (Te Wai Māori), were established pursuant to the Māori Fisheries Act 2004 (referred to hereafter as the Māori Fisheries Act) under ss 92 and 93 respectively. Ultimately, the obligations relevant to Te Wai Māori stem from the fisheries deed of settlement dated 23 September together with the subsequent Treaty of Waitangi (Fisheries Claims) Settlement Act 1992. It is an entity within Te Ohu Kai Moana Kāhui or Group. The four-year audit relates to ‘Te Wai Māori Trustee Limited’ under s 111(2) of the Māori Fisheries Act. Accordingly, Te Wai Māori, as used in this report refers to that entity specifically as required under the legislation. Section 111 provides:

111 Audits of Te Putea Whakatupu Trustee Limited and Te Wai Maori Trustee Limited

(1) In the case of Te Putea Whakatupu Trustee Limited, an audit must consider and report on the contribution that Te Putea Whakatupu Trustee Limited has made towards promoting education, training, and research in relation to Maori involvement in fisheries, fishing, and fisheries-related activities.

(2) In the case of Te Wai Maori Trustee Limited, an audit must consider and report on the contribution that Te Wai Maori Trustee Limited has made in advancing the interests of Maori in freshwater fisheries.

122. Te Wai Māori works on behalf of 58 mandated iwi organisations or MIOs, who represent iwi throughout Aotearoa New Zealand.

123. The purpose of Te Wai Māori is to hold and manage the Trust funds on trust for and on behalf of the beneficiaries under the fisheries deed of settlement dated 23 September 1992, in order to advance Māori interests in freshwater fisheries, but not in a manner that could adversely affect the charitable status (if any) of Te Wai Māori. This is set out in s 94 of the Māori Fisheries Act.

124. Te Wai Māori considers that protecting Māori interests in freshwater fisheries ultimately means protecting habitat to ensure quality water and abundant species and empowering iwi Māori to uphold their responsibilities regarding freshwater fisheries. 28 This perspective was relayed not only via the self-assessment report of Te Wai Māori but through in-person discussions with their Wai Puna/Manager and with Board members.

125. The functions of Te Wai Māori are set out in s 95 of the Māori Fisheries Act. In achieving the purpose of Te Wai Māori, it ‘must’ manage the trust funds, and distribute the annual trust income for activities that include:

125.1. undertaking or funding research, development and education related to Māori interests in freshwater fishing; and

125.2. promoting the protection and enhancement of freshwater fisheries habitat in lakes, rivers and other waterbodies, particularly those that have traditionally supported iwi and whose shores have been the location of marae; and

125.3. promoting the establishment of freshwater fisheries; and

28. Freshwater fisheries is also defined in s 91 of the Māori Fisheries Act as ‘any fisheries in freshwater in New Zealand, excluding any sports fishery or unwanted aquatic life or activities conducted under the Freshwater Fish Farming Regulations 1983’. This has been changed under the Māori Fisheries Amendment Act 2024, which has deleted the following: ‘or activities conducted under the Freshwater Farming Regulations 1983’.

125.4. using its resources to bring direct and indirect benefit to Māori in respect of their freshwater fishing interests.

126. Under s 97 of the Māori Fisheries Act, the Trust Deed must require Te Wai Māori to obtain the approval of Te Ohu Kai Moana for an annual plan that includes a distribution policy, any investment plan, the budget and any administrative services that have been made available.

The trust deed of Te Wai Maori Trust must require Te Wai Maori Trustee Limited to prepare, and obtain the approval of Te Ohu Kai Moana Trustee Limited for, an annual plan that includes— (a) the distribution policy of Te Wai Maori Trustee Limited; and (b) any investment plan of Te Wai Maori Trustee Limited; and (c) the budget for Te Wai Maori Trustee Limited; and (d) the administrative services available to Te Wai Maori Trustee Limited.

127. Under s 98 of the Māori Fisheries Act, the directors of Te Wai Māori are also tasked with making distributions to Māori, mandated iwi organisations and other Māori organisations for the purpose of Te Wai Māori Trust, subject to any conditions provided for by deed of trust. Before making a distribution, the directors must take into account the extent to which:

127.1. a proposal will assist in coordinating and consolidating the activities of the recipients with the activities of agencies involved in freshwater fisheries and habitat management; and

127.2. a proposal provides a model that is able to be applied by the groups referred to above; and

127.3. the activities proposed to be undertaken with the distribution are being undertaken by other mandated iwi organisations or agencies; and

127.4. the functions of Te Wai Māori are being undertaken by other agencies.

The Requirements of Our Audit

128. The four-year audit is focused on the performance of Te Wai Māori rather than a financial audit. Sections 105–113 of the Māori Fisheries Act prescribe the statutory requirements regarding the four-year audit of the entities. These include appointment of auditors, scope of the audit and the procedure following completion of the audit. The four-year audit must be completed by December 2024 and covers the period 2020–2024.

129. Section 108 of the Māori Fisheries Act sets out the general scope of the audit and lists the six performance features that must be considered and reported on by auditors:

129.1. Objectives established by the board.

129.2. Consistency of those objectives with the implementation of the duties and functions of the entity.

129.3. Progress made by the board towards achieving the objectives.

129.4. Policies and strategies established to achieve the objectives and perform the duties and functions.

129.5. Effectiveness of policies and strategies.

129.6. The quality and timeliness of the reporting documents prepared to meet the reporting obligations of the Māori Fisheries Act.

130. In addition to the generic issues listed above, there are specific issues that are pertinent to each entity. Te Wai Māori must consider and report on its contribution to advancing the interests of Māori in freshwater pursuant to s 111 of the Māori Fisheries Act. This is a performance audit to determine if the objectives established have been implemented effectively through policies and strategies over the four-year period 2020–2024.

131. Te Wai Māori provided the auditors with a series of documents on the background, context, strategy, objectives and activities of the entity. This included annual plans, annual reports, board minutes, quarterly reports and statements of service performance relevant to the fouryear audit period.

Te Wai Māori

Te Wai Māori’s Response to the Four-year Audit for the Period to 2012

132. Following the 2008 audit, Te Wai Māori held ten consultation hui with iwi and Māori. These hui responded to the auditors’ recommendation that Te Wai Māori reassess its strategic objectives following further consultation with iwi, Māori and other interested parties to achieve a more precise and acceptable definition of the term Māori interests in freshwater fisheries. From these hui, Te Wai Māori determined that Māori rights and interests in freshwater fisheries ultimately meant protecting habitat to ensure quality water and abundant species. 29

133. Consequently, in its 2009–2010 Annual Plan, Te Wai Māori consolidated its first three focus areas into one ‘habitat protection and enhancement’. The main focus was intended to be on the restoration and health of freshwater fisheries habitats, which is essentially about the management of freshwater.

134. Te Wai Māori’s 2010–2011 Annual Plan signalled its intention to concentrate its major strategic focus on iwi Māori rights and interests in freshwater and was supported by an objective on freshwater fisheries development and advocacy. 30

135. The 2008 audit also identified an issue with Te Wai Māori board where meetings were being cancelled due to a lack of quorum. In response, alternate directors were appointed and the deed of trust was altered to allow alternate director approvals.

136. Today, Te Wai Māori has a board of three directors and three alternate directors. The directors are responsible for approving the strategic direction and priorities of the organisation and ensuring the goals and objectives are implemented. Te Wai Māori directors follow a Charter of Corporate Governance, Best Practice and a Code of Ethics. There are currently three directors and three alternate directors, providing a broad base of skills and experience for governance, and whakapapa to a range of iwi, including Ngāti Whakaue, Ngāti Raukawa ki te Tonga, Ngāti Toa Rangatira, Ngāi Te Rangi, Waikato Tainui, Ngāpuhi, Ngāti Ruapani, Ngā Wairiki, Ngāti Apa, Whanganui, Ngā Rauru, Ngāti Tūwharetoa Maniapoto, Rakaipaaka, Te Aitanga ā Māhaki, Ngāti Porou, Ngāi Tai and Te Whakatōhea.

Te Wai Māori Trustee Limited Five-year Strategic Plan 2020–2025

137. Te Wai Māori developed a strategic plan for the period from 2020 that sets the direction of Te Wai Māori for the five years to 30 September 2025. The five-year Strategy sets out a series of long-term strategic outcomes and strategic priorities that guide Te Wai Māori in giving effect to its purpose and functions under the Māori Fisheries Act.

138. The strategy identifies four strategic outcomes to advance Māori interests in freshwater fisheries. This means taking a long-term approach to increase iwi and hapū capacity and capability in freshwater fisheries, and it includes their ability to control their freshwater fisheries. The strategic outcomes also focus on promoting indigenous fisheries expertise, knowledge and understanding, and increasing the quality and range of information that is available for iwi and hapū on freshwater fisheries and habitat.

139. Importantly, a key strategic outcome that has emerged more clearly for Te Wai Māori since the previous audits is ‘to ensure that freshwater fisheries are abundant, healthy and functioning, and are capable of supporting the needs of iwi and hapū’.

140. The strategic plan also outlines three strategic priorities to ensure that it is able to support and be a trusted advisor to Māori on freshwater fisheries issues: 31

141. First, ‘Supporting Māori to build their capacity and capability in freshwater fisheries through contestable and targeted funding for iwi and hapū.’

142. Second, ‘Influence and advocate [through]’: – building political and policy influence – producing and distributing freshwater fisheries research

29. Don Hunn and Ken Mason, 2012 Four Year Audit Reports: Pursuant to Section 106 of the Māori Fisheries Act 2004 at page 42.

30. Ibid.

31. Te Wai Maori Trustee Limited Five-Year Strategic Plan 2020–2025 at 7.

– increasing awareness of the pressures facing freshwater fisheries and their habitat, and supporting initiatives that aim to address those issues

– building and maintaining key relationships

– changing the way government agencies think and talk about the relationship of Māori with their freshwater fisheries, mahinga kai and mātauranga Māori

– shifting our focus from responding to government, to developing Māori initiatives for freshwater fisheries and habitat (targeted projects).

143. Thirdly, ‘Shifting our focus from responding to Government to developing Māori initiatives for freshwater fisheries and habitat (targeted projects) [through]’:

– identification of key research objectives by Māori

– communications and public relations

– jointly developing freshwater fisheries and habitat policy with Iwi, hapū and Crown agencies.

144. We note that, thematically, these priorities are similar to those identified by the other Te Kāhui Te Ohu Kai Moana entities, and we make comment at various points in this report on the opportunity for the entities to identify overlaps in their strategic and operational business activities for better coordination around the ‘sweet spots’.

145. For example, in dealing with ‘advancing’ the interests of Māori in freshwater, as Te Wai Māori is required to do, it would be useful for the advocacy role for Te Ohu Kai Moana to be informed and aware of what Te Wai Māori is actively doing (and vice versa). Te Ohu Kai Moana has option as a function of protecting and enhancing the interests of iwi and Māori in fisheries, fishing and fisheries-related activities (s 35(b) of the Māori Fisheries Act). This aspect of its functions is one that Te Ohu Kai Moana has emphasised under its advocacy role. Advocacy can be expressed in a variety of ways, including influencing policy content in central or local government, through litigation or through maintaining relationships with persons and group able to influence policy and decision-making. We would hope that the discussions of the Kāhui do turn to looking at how the sum of the group’s effort and impact can be more than simply that of the parts and where Te Wai Māori can benefit from joining up with Te Ohu Kai Moana in an aligned and coordinated way on certain matters. It would be unfortunate if the conduct of the Kāhui gave rise to the impression of ‘separate cars in the driveway’ at different times or at the same time. Iwi feedback we received indicated that there could be some confusion as to what each entity was doing, or focused on, at any given time.

General Finding

146. Our general finding is that Te Wai Māori is at the stage in organisational development against its duties and functions of the Māori Fisheries Act it is where generally demonstrating good corporate hygiene, including financial audits and performance, in relation to the s 108 audit scope.

147. In completing its self-assessment for this audit dated 16 August 2024, Te Wai Māori has mapped its duties and functions to their five-year strategy and the objectives and priorities formulated in its annual plans and reports.

148. The auditors have assessed performance based on the alignment between the objectives and priorities set, and the achievements and impact on iwi and Māori outcomes related to the Māori Fisheries settlement, with the respective purposes, duties and functions of each entity borne in mind throughout. In essence, how well the priorities and objectives set align with the duties and functions of an entity, and to what extent the priorities and objectives have been achieved.

Performance against s 108(a) of the Māori Fisheries Act: The objectives established by the board of directors of Te Wai Māori STRATEGY

149. We consider that Te Wai Māori has formulated and adopted clear medium and short-term objectives.

150. Te Wai Māori held workshops with iwi and Māori groups throughout the country in 2018 to inform the development of a strategy. The ideas and priorities identified through those workshops helped to inform the current five-year strategy for 2020–2025.

Wai Māori

151. Our discussion with the board chairperson32 confirmed that Te Wai Māori has a clear strategic vision to understand the health and status of taonga species and how they can best be protected and supported to thrive within their freshwater habitat.

152. It was expressed by the board chairperson that the ultimate goal is for these taonga species to be thriving sufficiently to support a sustainable customary take by whānau and hapū and also ultimately some commercial enterprises owned, managed, worked and developed by Māori in a sustainable, respectful and economically beneficial manner. This vision and approach provide strong direction and guidance for Te Wai Māori to continue to build on objectives consistent with the purpose, function and duties of Te Wai Māori under the legislation.

STRATEGIC FOCUS AREAS AND PRIORITIES

153. To deliver the strategic outcomes referred to in the Five-Year Strategic Plan 2020–2024, Te Wai Māori identified the key focus areas of its work programme in the self-assessment report at page 7 for this audit process as follows:

153.1. ‘Policy and legislation

Providing better opportunities for the participation of iwi and hapū in resource management decision-making processes as they relate to freshwater fisheries and habitat.

153.2. Indigenous freshwater species

Enhance the recognition and status of indigenous species.

153.3. Targeted Research

Enhance the health and wellbeing of indigenous fisheries and their habitat through targeted research.

153.4. Supporting iwi and hapū through freshwater funding

Supporting iwi and hapū capacity and capability in freshwater fisheries.

153.5. Māori Freshwater Fisheries Conference/Outreach and relationship building

Promote and share indigenous fisheries expertise, knowledge and understanding.’

154. The auditors consider the ‘policy and legislation’ focus area presents opportunities for Te Wai Māori to coordinate complementary strategy and activities with Te Ohu Kai Moana. The issues on which Te Wai Māori seeks to provide better opportunities for the participation of iwi and hapū in resource management decision-making processes ‘as they relate to freshwater fisheries and habitat’ might prove to be different. Yet, from a policy perspective, the possibilities of complementarity are in the offing, and the capability required to deliver on this role effectively will be enhanced and more cost-effective if it is broadly aligned as a joined-up effort.

155. We have provided specific suggestions in the introductory sections of this report about the potential of freshwater fisheries ‘stretch’ issues on which it could be advantageous for the two Kāhui entities to take a joint strategic and policy approach.

PERFORMANCE MEASURES, INDICATORS AND DATA

156. For each of the strategic outcomes and work programme objectives, we recommend that Te Wai Māori develop clear measures for performance and success.

157. We also recommend the development of some specific objectives and actions to clarify the status of introduced freshwater species in relation to customary fishing and taonga species to provide better protection for taonga species and increased potential for commercial opportunities for iwi Māori in freshwater fisheries.

158. We suggest that Te Wai Māori could consider positioning Te Wai Māori as a steward of the best knowledge and information on taonga species and their habitat. Te Wai Māori could do this by calling on existing partnerships and/or establishing new partnerships to commission the development of a data platform that becomes a central repository for this data and evidence to support the Trust’s strategic and business priorities.

159. In this regard, Te Wai Māori should not try to gather all data on taonga species and their freshwater habitat itself, but rather draw on, ingest and collate analysis data from Te Wai

Māori’s own ongoing funded project work alongside other relevant research, information and data sources from across the iwi, public and private sectors. A basic, but reasonably powerful example of such a platform already exists as an GIS application called The New Zealand Freshwater Fish Database (NZFFD). It is described as follows:

159.1. ‘The New Zealand Freshwater Fish Database (NZFFD) contains over 50,000 freshwater fish sampling records. Data stored in each record include the location of the sample site, sampling method and the fish species present, with many records also containing information on fish abundance and size, and a physical description of the site. Data from the River Environment Classification (REC) has also been linked to the NZFFD, adding further environmental information to each NZFFD record.

159.2. Records are contributed voluntarily by people from many different groups including NIWA, the Department of Conservation, regional councils, environmental consultants, universities, fish and game councils, other crown research institutes, schools, iwi groups and members of the public.’33

160. If the Trust were to build on and take ownership of such an initiative, any addition of local data to a central repository would need to be socialised and agreed with participating whānau, hapū and iwi. Furthermore, the necessary security and other safeguards would need to be put in place so that their data, insights and mātauranga were protected, only accessible to them, and not shared (if at all) without their full knowledge and consent. This type of kaitiaki role and approach would be consistent with the Trust’s purpose, function and duties under the Māori Fisheries Act, and its strategic priorities and objectives.

Section 108(b) of the Māori Fisheries Act: Consistency of objectives with the implementation of duties and functions

161. As mentioned previously, the functions of Te Wai Māori are set out in s 95 of the Māori Fisheries Act. In achieving the purpose of Te Wai Māori Trust, Te Wai Māori must manage the trust funds, and distribute the annual trust income for activities that are set out in its selfassessment report in the following fashion:

In achieving the purpose of the Trust, Te Wai Māori Limited must manage the trust funds, and distribute the annual trust income for activities that include:

1 Undertaking or funding research, development and education related to Māori interests in freshwater fishing

2 Promoting the protection and enhancement of freshwater fisheries habitat in lakes, rivers and other waterbodies, particularly those that have traditionally supported iwi and whose shores have been the location of marae

3 Promoting the establishment of freshwater fisheries

4 Using its resources to bring direct or indirect benefit to Māori in respect of their freshwater fishing interests.34

162. In addition, ‘Te Wai Māori must also consider and report on its contribution to advancing the interests of Māori in freshwater’. This phraseology is drawn from the self-assessment report dated 16 August 2024 but is presented as a distinct obligation for Te Wai Māori given the implication of s 111 of the Māori Fisheries Act. That provision, as noted previously, states that, ‘In the case of Te Wai Māori Trustee Limited, an audit must consider and report on the contribution that Te Wai Māori Trustee Limited has made in advancing the interests of Māori in freshwater fisheries’.35

163. To that end, in observing this implicit reference to the obligations of Te Wai Māori itself, the entity has identified the consistency of its objectives, in relation to its strategy (which cascades down into its work programme), as follows:

Strategic outcomes:

– Increasing iwi and hapū capacity and capability in freshwater fisheries, and their ability to control their freshwater fisheries.

– Promoting indigenous fisheries expertise, knowledge and understanding.

33 Accessed online at https://www.arcgis.com/home/item.html?id=cc3af370cfad4df5ba454448d28cfc52

34 Te Wai Māori, Self-assessment report, 16 August 2024, at 6.

35 Macrons inserted for te reo terms are not in the original text of the statute.

2024 Auditor's Report on Te Wai Māori

– Increasing the quality and range of information available to iwi and hapū on freshwater fisheries and habitat.

– Ensuring that freshwater fisheries are abundant, healthy and functioning, and are capable of supporting the needs of iwi and hapū.

Strategic priorities:

– Supporting Māori to build their capacity and capability in freshwater fisheries through contestable and targeted funding for iwi and hapū.

Influence and advocacy:

– Building political and policy influence.

– Producing and distributing freshwater fisheries research.

– Increasing awareness of the pressures facing freshwater fisheries and their habitat and supporting initiatives that aim to address those issues.

– Building and maintaining key relationships.

– Changing the way government agencies think and talk about the relationship of Māori with their freshwater fisheries, mahinga kai, and mātauranga Māori.

Shifting the focus from responding to Government to developing initiatives for freshwater fisheries and habitat:

– Identification of key research objectives by Māori.

– Communications and public relations.

– Jointly developing freshwater fisheries and habitat policy with iwi, hapū and Crown agencies.36

164. We consider that Te Wai Māori’s strategic, medium- and short-term objectives are consistent with the implementation of its statutorily informed duties and functions.

165. In relation to this ‘consistency with objectives’ measure, Te Wai Māori also made the following observation:

The Māori Fisheries Act 2004 defined “freshwater fisheries” as including the species, habitat, surrounding land, water column, and water quality and quantity. Sports fisheries or unwanted aquatic life or activities conducted under the Freshwater Fish Farming Regulations 1983 are excluded from this definition. This definition has been amended under the Māori Fisheries Amendment Act 2024, which has removed the following wording: “or activities conducted under the Freshwater Farming Regulations 1983.” In practice this may mean a renewed focus on commercial enterprises including establishment of freshwater aquaculture.37

166. We concur with this observation and recommend Te Wai Maori investigates the implications and potential impact of, and participation by, Māori in freshwater aquaculture. Te Wai Māori might wish to coordinate any policy approach with Te Ohu Kai Moana and consult Moana (Aotearoa Fisheries Limited) on the capability required for Māori participation in aquaculture (if and when appropriate).

Section 108(c) of the Māori Fisheries Act: progress made by Te Wai Māori towards achieving the objectives

167. Through its annual plans and quarterly and annual reports, Te Wai Māori has described how it has made progress towards achieving the objectives across the four-year audit period. The detail is summarised in Te Wai Māori’s self-assessment attached as Appendix F

168. We consider that Te Wai Māori has reported achievements that substantively deliver against the organisation’s strategic priorities and annual objectives across the four-year period.

Te Wai Māori has outlined a number of thoughtful and practical opportunities to improve the implementation and achievement of its stated objectives.

RESEARCH

169. Te Wai Māori made the following comments in relation to the progress it has made toward achieving the objectives:

169.1. ‘Scope to further progress the shift from responding to Government to “developing initiatives for freshwater fisheries” This is an aspect of the five-year research project

36. In the self-assessment report these bullet points are presented as dash points, but the text is excerpted precisely.

37. Te Wai Māori, Self-assessment report, 16 August 2024, at 6.

the Trust has partnered on with Cawthron Institute that could be further focussed on in the Trust work programmes.

169.2. Scope for greater focus on identifying iwi research objectives.

169.3. Given the current political climate, responding to the government through submissions is likely to continue. There is a need to build in more opportunity for iwi feedback on submissions prepared by the Trust and to share these ahead of submissions closing in order to provide a useful resource for iwi and hapū, in particular for those with limited capacity.

169.4. The Trust functions with limited staffing capacity (currently, 1.8 dedicated FTE [full-time equivalent staff] – excluding TOKM [Te Ohu Kai Moana] support services). A recruitment round has recently been conducted and capacity will be increased in FY24-25 with up to 1.6 additional FTE set to be secured (analyst positions).

169.5. Communications capacity has reduced significantly in recent years with support no longer provided in-house by Te Ohu Kai Moana and limited external consultant support secured. Scope for the Trust to assess current resourcing and potential need in this area.

169.6. Te Wai Maori has had year on year budget underspend primarily due to unfilled vacancies (being addressed as above) and through failure of funding recipients to meet deliverable dates and complete funded projects within agreed timeframes with numerous projects ultimately spanning over multiple financial years.

169.7. Reviews have been undertaken with finance in order to try to more accurately forecast budget needs, however the unpredictability of these external factors (i.e. capacity and delivery by recipients) has proven hard to anticipate. A new position has been recruited that will see a permanent employee join the team with a primary focus on administering the Trust’s funding rounds and building relationships with recipients to assist them to successfully deliver their projects. A further review of contract structure (following a 2022 review) is to be conducted for the 2024 Wai Ora funding round to look at options to further fine tune the balance between a reduction in milestones and administrative burden whilst appropriately managing the risk of non-performance. This will entail legal review of draft contracts, with advice sought on contract template structure’

170. Regarding the issue of funding recipients failing to meet delivery deadlines – we would note that this is common for relatively small funding organisations such as Te Wai Māori. There are a number of options to improve and mitigate the consequences of this, however they may affect the characteristics of the Trust’s funding target group (small whānau, hapū, iwi-based operators and providers) because the most effective options will almost inevitably involve focussing on providers with strong capability and a track record to deliver, and/or reducing risks of slow delivery by providing larger grants to larger more capable organisations. Increasing the number of the Trust’s employees may not address the issue effectively on its own.

171. We received feedback from some funding recipients that they consider Te Wai Māori’s fund and contract management capability, processes and services to be very responsive, efficient and user-friendly.

172. We recommend Te Wai Maori:

172.1. Approach Te Ohu Kai Moana to discuss how the two entities could work more closely together to engage iwi on submissions prepared and made by Te Wai Māori, as part of the regular engagement of Te Ohu Kai Moana with iwi on other matters.

172.2. Consider commissioning some independent professional programme fund management analysis and advice on the optimal strategy for Te Wai Māori to structure, distribute and manage its funds against the stated purposes to the preferred target group.

173. We make several other observations on Te Wai Māori’s progress and activities against objectives below.

PARTNERSHIPS

174. Te Wai Māori’s partnership with Cawthron to co-lead a policy working group, the strategic relationships with DOC, Fish & Game and iwi, and the establishment of its two steering groups are particularly important in the Trust’s efforts to lead system change. We commend the Trust on these strategic initiatives.

FUNDING FOR LOCAL LEVEL RESEARCH

175. Equally, important are the funding initiatives for research, revitalisation of taonga species and data collection with whānau and other local Māori groups. The breadth of impacts and the data and insights obtained through these projects are hugely important to understanding, activating and achieving, at a local level, the strategic outcomes established by Te Wai Maori.

MINISTRY FOR THE ENVIRONMENT ESSENTIAL FRESHWATER (TANGATA WHENUA) FUND

176. The rationale for Te Wai Māori’s close involvement with policy and activities to progress Māori rights and interests in freshwater is sound and strategic. In the self-assessment report, Te Wai Māori reports that:

A key part of this funding package will see $12.8 million directly distributed to iwi and hapū through the Te Mātāpuna o te Wai fund which offers a three-year investment through planning support for Te Mana o te Wai/Taiao System approaches and supporting the capacity of hapū and iwi by resourcing kaimahi (full time employees).

177. Managing the $12.8 million fund distributed to iwi, especially as it dwarfs the trust fund for Te Wai Māori itself, may come with risks when the fund is totally dependent on a single third-party private company to deliver on its responsibilities as the holder of funds from the Ministry for the Environment.

178. We are reliant on the fact that Te Wai Māori’s financial auditors have not raised any concerns, and an independent assurance in relation to the arrangement that they provided as part of their 2023 financial audit.38 We are unsure of the implications for the Trust’s influence and relationships with iwi and other stakeholders when the Ministry for the Environment funding is no longer available.

179. We suggest that Te Wai Māori develop contingency options to consider in the event that the Trust is required to identify and engage an alternative provider to manage the Tangata Whenua Fund.

MĀORI

FRESHWATER FISHERIES CONFERENCE

180. The Māori Freshwater Fisheries Conference convened and supported by Te Wai Māori appears to be a critical initiative in Te Wai Māori’s efforts to create and maintain a strong, valuable network of key stakeholders able to share the growing base of knowledge, information, experiences and opportunities on all dimensions of Māori customary and commercial freshwater fisheries.

181. We commend Te Wai Māori on its decision to establish the conference and encourage Te Wai Māori to maintain and build on it.

GOVERNANCE

182. Te Wai Māori made the following comments on its governance arrangements in relation to the progress towards achieving objectives:

Review of induction process for new directors including identifying training needs.

Opportunity for an increased focus on building political and policy influence to raise the profile of the Trust.

Need for renewed focus on risk management including ensuring the organisation’s risk register is maintained and up to date. Explore with TOKM [Te Ohu Kai Moana] whether a compliance role (with a focus spanning across the three [other] Kāhui entities) is still intended to be filled.39

183. We note that Te Wai Māori governance has improved significantly since the previous statutory audits in 2008 and 2012. It now appears to operate well, maintains a good level of stability and appears fit for purpose in relation to the function of Te Wai Māori relative to the trust fund.

Section 108(d) of the Māori Fisheries Act: Policies and strategies established to achieve the objectives and perform the duties and functions

184. We consider that effective policies and strategies have been established to achieve Te Wai Māori’s objectives. Nevertheless, Te Wai Māori has identified opportunities to build the organisation’s capability to leverage its resources and relationships and deliver more

38. Independent Assurance Report to the Trustees of the Te Wai Māori Trust, January 2024.

39. Te Wai Māori, Self-Assessment Report, 16 August 2024, at page 12.

effectively on objectives to improve its impact on strategic outcomes. For example, to:

‘Explore development of specific policies for Capital expenditure (building on recent legal advice obtained from Whāia Legal) and Funding distributions.’

Section 108(e) of the Māori Fisheries Act: Quality and timeliness of the reporting documents prepared to meet the reporting obligations of the Māori Fisheries Act

185. We consider that Te Wai Māori has been consistent in providing quality and timely reporting to iwi and other key stakeholders across the four-year audit period. However, out interviews with some iwi indicated that there could be a low level of knowledge and understanding of Te Wai Māori objectives, business activities and achievements by iwi.

Section 108(f) of the Māori Fisheries Act: The contribution that Te Wai Māori has made in advancing the interests of Māori in freshwater fisheries

186. Refer to the entries and comments under the ’objectives established’ and ‘progress made to achieving objectives’ for specific examples of Te Wai Māori’s contributions to advancing the interests of Māori in freshwater fisheries.

187. We consider that Te Wai Māori has led and/or supported a wide range of actions and activities to advance the interests of iwi in freshwater fisheries across the four-year audit period.

188. The data and insights to determine the impact and outcomes of Te Wai Māori’s funding, advocacy and other decisions and activities is not yet comprehensive. However, we observe that the Trust is forming strategic relationships and undertaking activities that should increase Te Wai Māori’s capability to gather, organise and maintain quality data sets and insights on Māori participation in freshwater fisheries, taonga species and the health of the freshwater habitat.

Recommendations

189. Our recommendations are set out below:

189.1. For each of Te Wai Māori’s strategic outcomes and work programme objectives, we recommend that it develop clear measures for performance and success.

189.2. We also recommend the development of some specific objectives and actions to clarify the status of introduced freshwater species in relation to customary fishing and taonga species to provide better protection for taonga species and increased potential for commercial opportunities for iwi Māori in freshwater fisheries

189.3. We suggest Te Wai Māori could consider positioning itself as a steward of the best knowledge and information on taonga species and their habitat. Te Wai Māori could do this by calling on existing partnerships and/or establishing new partnerships to commission the development of a data platform that becomes a central repository for this data and evidence to support the Trust’s strategic and business priorities.

189.4. We suggest Te Wai Māori check in with Te Ohu Kai Moana regularly to discuss how the two entities could work more closely together to engage iwi on submissions prepared and made by Te Wai Māori, as part of the regular engagement of Te Ohu Kai Moana with iwi on other matters.

189.5. We suggest Te Wai Māori consider commissioning some independent professional programme fund management analysis and advice on the optimal strategy for Te Wai Māori to structure, distribute and manage its funds against the stated purposes to the preferred target group.

189.6. We suggest Te Wai Māori periodically commission a stakeholder engagement survey, perhaps in collaboration with Te Ohu Kai Moana and the other Kāhui entities.

189.7. We suggest that Te Wai Māori develop contingency options to consider if it is required to identify and engage an alternative provider to manage the Ministry for the Environment Essential Freshwater (Tangata Whenua) Fund (or to locate an alternative source of funding).

Te Wai Māori

RESPONSE TO THE AUDIT REPORT

Recommendation Proposed action(s) and supporting commentary

189.1 For each of Te Wai Māori’s strategic outcomes and work programme objectives, we recommend that it develop clear measures for performance and success.

189.2 We also recommend the development of some specific objectives and actions to clarify the status of introduced freshwater species in relation to customary fishing and taonga species to provide better protection for taonga species and increased potential for commercial opportunities for iwi Māori in freshwater fisheries.

To be considered by Te Wai Māori Trust board and management in strategic planning sessions. Any resulting outcomes will be captured in the next five-year strategic plan for the period commencing 1 October 2025.

Te Wai Māori has existing strategic priorities framed around the health, wellbeing and abundance of indigenous freshwater species that consider and include impacts of introduced freshwater species on taonga species and iwi aspirations in our existing work programmes. Notably, interactions between introduced freshwater species and taonga species is a key area of focus of the Trust’s research partnership with Cawthron Institute, which includes rohe partners from Te Arawa, Murihiku and Arowhenua as well as the Department of Conservation and Fish and Game.

189.3 We suggest Te Wai Māori could consider positioning itself as a steward of the best knowledge and information on taonga species and their habitat. Te Wai Māori could do this by calling on existing partnerships and/or establishing new partnerships to commission the development of a data platform that becomes a central repository for this data and evidence to support the Trust’s strategic and business priorities.

189.4 We suggest Te Wai Māori check in with Te Ohu Kai Moana regularly to discuss how the two entities could work more closely together to engage iwi on submissions prepared and made by Te Wai Māori, as part of the regular engagement of Te Ohu Kai Moana with iwi on other matters.

While Te Wai Māori acknowledges the auditors’ intent in drafting this recommendation, it is considered to stray outside the core objective of the four-year audit and will not be progressed at this time.

Notwithstanding this, Te Wai Māori does see merit in exploring new ways to present information and findings generated through our existing work programmes and funds. Options considered will be subject to resourcing and expertise requirements as well as consideration of sensitivities around IP, mātauranga and data sovereignty.

Kāhui governance and management actions are outlined earlier in this report and are supported by Te Wai Māori.

Further, Te Wai Māori will continue to provide written and verbal updates on work programme and key strategic matters at each Te Ohu Board meeting (i.e. quarterly). The Wai Puna and Te Mātārae will continue to meet fortnightly and will consider options to enable the two entities to work together more closely and identify common areas of focus and opportunities for collaboration.

189.5 We suggest Te Wai Māori consider commissioning some independent professional programme fund management analysis and advice on the optimal strategy for Te Wai Māori to structure, distribute and manage its funds against the stated purposes to the preferred target group.

A number of changes and improvements have been made to the management of the Trust’s freshwater funds. These have focussed on streamlining and simplifying application processes and on improving the robustness of contractual arrangements. Internal capacity has also been increased to enable a renewed focus on relationship building with recipients and to increase support provided in administering the funds. Te Wai Māori has also recently commissioned advice on fund payment structure and distribution, which will help inform any future changes to fund management.

189.6 We suggest Te Wai Māori periodically commission a stakeholder engagement survey, perhaps in collaboration with Te Ohu Kai Moana and the other Kāhui entities.

Te Wai Māori will consider options to routinely gather feedback from iwi, hapū and other stakeholders.

As noted earlier in this report, Te Ohu Kai Moana undertakes an annual iwi survey that could be adapted to capture feedback on the wider Kāhui and this option will be explored with Kāhui management.

189.7 We suggest that Te Wai Māori develop contingency options to consider if it is required to identify and engage an alternative provider to manage the Ministry for the Environment Essential Freshwater (Tangata Whenua) Fund (or to locate an alternative source of funding).

Te Wai Māori is working closely with the manager of Te Mātāpuna o Te Wai Fund (Poipoia Limited) to mitigate against an alternative manager being required and to ensure Te Wai Māori and its legal advisers have knowledge of day-to-day management of the fund. This involves:

• Regular hui (currently weekly) with Te Wai Māori’s Wai Puna | Manager, Te Wai Māori’s Chair (subject to availability and need), Poipoia team member(s) and Te Wai Māori’s legal advisor to ensure oversight on project delivery and to discuss or troubleshoot any potential issues.

• Written progress reports and supporting verbal updates being provided by Poipoia at each Te Wai Māori board meeting.

• Project management software being utilised to manage and securely store project information (including contracts and deliverables), which both Poipoia and Te Wai Māori have access to.

Te Wai Māori is satisfied its work with Poipoia is sufficient to both mitigate against an alternative manager being required and ensure Te Wai Māori has sufficient knowledge of the day-to-day management of the fund to:

• manage it itself; or

• identify and engage an alternative provider, in the event it is required.

It is noted that the funding received from the Ministry for the Environment through the Essential Freshwater (Tangata Whenua) Fund is a one-off source of funding, with no expectation of continued funding at the conclusion of the contract term. If the funding agreement with the Ministry for the Environment is terminated prior to the conclusion of the contract term, it is unlikely Te Wai Māori will seek to locate an alternative source of funding. Under the funding distribution deeds with recipients, it is clear funding comes from the Ministry for the Environment. If the funding agreement with the Ministry for the Environment is terminated prior to the conclusion of the contract term, funding distribution deeds will likely also be terminated and this is clear in the funding distribution deeds.

Wai Māori

2024 AUDITOR’S REPORT ON

Performance of Te Pūtea Whakatupu/Tapuwae Roa

Purpose of Te Pūtea Whakatupu Trust Limited and the Audit Process

190. Again, as with each of the other entities subject to the four-year audit process for 2020 until 2024 (inclusive), the starting point regarding the audit is to be located in the Māori Fisheries Act 2004. Section 81 of that statute provides that the ‘purpose of Te Pūtea Whakatupu Trust is to hold and manage the trust funds on trust for and on behalf of the beneficiaries under the Deed of Settlement, in order to promote education, training, and research, including matters that relate to fisheries, fishing, and fisheries-related activities, but not in a manner that could adversely affect the charitable status (if any) of the Trust’.

191. At the outset, we observe that Te Pūtea Whakatupu Trust Limited effectively trades under the name ‘Tapuwae Roa’. Having said that, we retain an abridged statutory reference to Te Pūtea Whakatupu throughout this audit report. Unless otherwise specified, when the term ‘Te Pūtea Whakatupu’ is used, this report signifies a reference to the single incorporated trustee of the trust bearing that name. That is, we are referring to the company mentioned in s 80(2) of the Māori Fisheries Act: ‘The trustee of Te Pūtea Whakatupu Trust must be a company formed under the Companies Act 1993 with the name of Te Putea Whakatupu Trustee Limited’.40 Under the four-year audit process, therefore, our assessment relates to the trustee entity (s 111(1) of the Māori Fisheries Act).

192. We have set out the broader legislative context and legal landscape as part of the introductory aspects of the report for Te Ohu Kai Moana itself. Nevertheless, we note that we received a helpful self-assessment report on 4 September 2024 entitled Tapuwae Roa ka haruru te moana, Four-Year Statutory Audit 2020–2024: Self-Assessment, which has permitted us to engage further with Te Pūtea Whakatupu representatives at the executive and governance level as we proceeded through our audit appraisal. The self-assessment report presents an especially extensive account of how Te Pūtea Whakatupu contemplates its direction overall and the various operational steps pursued to achieve such objectives. That self-assessment report is attached as Appendix E.

193. The objective of our four-year audit is to assess each Te Ohu Kai Moana group entity’s performance in accordance with criteria set out in ss 108–111 of the Māori Fisheries Act.

194. In particular, the audit scope detailed in s 111(1) of the Māori Fisheries Act states, ‘In the case of Te Pūtea Whakatupu Trustee Limited, an audit must consider and report on the contribution that Te Pūtea Whakatupu Trustee Limited has made towards promoting education, training, and research in relation to Māori involvement in fisheries, fishing, and fisheries-related activities.’

195. We have met with the chief executive of Te Pūtea Whakatupu and with the Board chair. In addition, we have examined a considerable range of documents, including its current strategic planning documents, such as Te Pūtea Whakatupu Trust [Five]-Year Strategic Plan FY2023–2027.

Duties and Functions of Te Pūtea Whakatupu

196. Section 83 of the Māori Fisheries Act outlines an extensive array of statutory functions for Te Pūtea Whakatupu, all of which are expressed as matters that it ‘must’ attend to ‘[i]n achieving [its] purpose’ under s 81 of the legislation. We set out the provision in full here:

In achieving the purpose of Te Pūtea Whakatupu Trust, Te Pūtea Whakatupu Trustee Limited must—

(a) manage the trust funds; and

(b) distribute the annual trust income for activities that include—

(i) promoting educational and training programmes, courses, and schemes within New Zealand for Māori, with a view to providing educational and training opportunities, including those that have application to the fishing industry:

(ii) funding the development of the skills of Māori, including those relevant to the fishing industry:

(iii) promoting the advancement of Māori by—

A offering or funding scholarships and grants to enable Māori students to meet the entry requirements of wānanga, universities, or other tertiary institutions in New Zealand or overseas; and

B establishing scholarships and grants, or funding wānanga, universities, or other tertiary institutions in New Zealand to offer scholarships and grants, with a view to encouraging Māori to develop their education and skills:

(iv) promoting research and development by wānanga, universities, or other tertiary institutions in New Zealand or overseas into (but not limited to)—

A the involvement of Māori in fishing and fisheries-related activities; and

B matters affecting Māori fishing:

(v) facilitating access of Māori working in, or wishing to work in industry (including the fishing industry), to

C education and training courses:

D conferences, presentations, and other learning experiences:

(vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

197. Section 82 of the Māori Fisheries Act sets out the following regarding the distribution of the benefits of Te Pūtea Whakatupu Trust:

The benefits of Te Pūtea Whakatupu Trust must be made available as widely as possible to all Maori, having regard to—

(a) the extent to which mandated iwi organisations are providing, or are able to provide, benefits for members of their iwi that are the same or similar to those that are able to be provided by Te Putea Whakatupu Trustee Limited; and

(b) the interests of Maori who—

(i) do not associate with their iwi; or

(ii) do not receive benefits from a mandated iwi organisation.

Section 108(c) of the Māori Fisheries Act: Progress made by Te Pūtea Whakatupu towards achieving the objectives

198. Te Pūtea Whakatupu provided the following summary of its achievements across our audit period: Over the past four years, the Trust has actively funded the development of Māori skills across various sectors and life stages. A notable example is the significant investment in literacy and numeracy skills for taitamariki through the Ngā Uri Whakatupu programme. From 20192023, The Trust funded $5.7 million across two discrete approaches: Te Kete Aronui (North Island) and Te Reo Matatini me te Pangarau (Te Waipounamu). A comprehensive review of Ngā Uri Whakatupu demonstrated that targeted literacy and numeracy programmes significantly benefit ākonga Māori compared to mainstream education, impacting 1,600 Tamariki in the review period. A Social Return on Investment analysis calculated the impact multiple for Te Kete Aronui as 1.72, achieving a social impact of over $7 million during its four-year analysis period. Additionally, prior investments in the Māhe Mātauranga science programme for kura kaupapa evidenced further achievements. When the programme ceased due to the global pandemic, the Trust swiftly redirected funding to provide STEM-focused scholarships and initiated funding for the primary school STEM robotics programme, Aquabots.

Towards the end of this audit period, the Trust strategically shifted its focus to developing the economic and entrepreneurial skills of Māori, aiming to achieve the impact outcome of Ōhanga (economic emancipation). This shift included launching the one-day wānanga series, Rakahinonga Roadshows, and the Tupu Accelerator programme. These initiatives provided

training to over 200 aspiring Māori entrepreneurs through the roadshows and saw 11 founders complete the 10-week business accelerator programme. Complementing this effort, the Trust is developing a partnership with Te Ara Pōtiki Trust to fund 20 Māori technology entrepreneurs in a global internship programme over the next three years.41

199. Again, the shift in direction is highlighted and its implications for a shift in achievements are apparent in the Trust’s more detailed reporting on achievements against objectives in quarterly, annual and other reporting to the board.

200. On balance, we consider that Te Pūtea Whakatupu has reported achievements that substantively deliver against the organisation’s strategic priorities and annual objectives across the four-year period.

History of Te Pūtea Whakatupu Trust

201. In its self-assessment, Te Pūtea Whakatupu Trust provides the following context for its strategic choices across the past almost two decades: Since its establishment in 2005, Te Pūtea Whakatupu Trust (the Trust) has discharged its duties through the targeted use of funds to deliver outcomes to Māori. The last Four-year Audit, as required under s111 of the Māori Fisheries Act, was in 2008, while the Trust was still in its formative years. Significant progress has been made over the ensuing years within a constantly changing external environment, in what could be described as a period of unbridled Māori progress.

By 2008, prior to the Trust Capital being received, a total of 23 Treaty Settlements (of varying forms and sizes) had taken place. At the beginning period of this audit, that number had increased to 90 deeds of settlement and c.$2.27bn [footnote omitted] in settlement value. Te Ōhanga Māori, the Māori economy, was estimated at $69.7bn [footnote omitted] and growing at twice the rate of the New Zealand economy. This reflection is pertinent to capture the shift in operating context within which the Trust finds itself – one in which the economic heft of Māori has shifted the capital landscape for a comparatively small (c. $25m AUM) charitable trust. It has been incumbent on the Trust to ensure it not only meets its legislative purpose but contextualises its activities within this landscape to maximise the impact created for every Trust dollar deployed. The result has been a gradual proportional shift away from activities with low specificity towards targeted, deeply considered mahi that delivers to an intergenerational Theory of Change. The establishment of this long-term horizon refined the Trust’s modus operandum to focus on four pillars of mahi: fund, invest, deliver, advocate.

The Trust, paradoxically, has both the largest remit within Te Kāhui o Te Ohu Kai Moana with, until recently, the smallest operational footprint. Ancillary to the schedule 3 Iwi and schedule 5 Representative Māori Organisations in the Māori Fisheries Act, the Trust has an obligation to all Māori. In particular, as identified in the 2016 High Court decision [footnote omitted], the Trust was established as the mechanism to ensure the benefits of the Settlement reach those who cannot or do not affiliate with Iwi. As such, a large history, and continued focus of the Trust, is targeted at delivery to Māori who live an urban experience or have not connected to their whakapapa.

The Trust’s five-year strategic plan, Te Rautaki, covered 2017-2022, and is a direct reflection of the emphasis highlighted in the 2016 court decision. In particular, it reflects a significant commitment to Urban Māori through, among other initiatives, direct funding of Whānau Ora commissioning agencies to undertake literacy and numeracy initiatives in their communities.

202. The court decision in question here was National Urban Māori Authority & Anor v Te Ohu Kai Moana Trustee Limited & Ors, which the High Court at Wellington determined on 15 July 2016.42

203. We are impressed by Te Pūtea Whakatupu’s reported insights on iwi and Māori development over the decades pre-dating, and after, the establishment of Te Pūtea Whakatupu Trust. We were also encouraged that it appears to have nourished a position permitting it to contribute most effectively as a relatively small kaupapa Māori funding entity. This appraisal stands despite some tumultuous years in which relatively sharpened differences of opinion

41. Tapuwae Roa ka haruru te moana, Four-Year Statutory Audit 2020–2024: Self-Assessment (received on 4 September 2024) at page 7.

42. National Urban Māori Authority & Anor v Te Ohu Kai Moana Trustee Limited & Ors [2016] NZHC 1600.

concerning the role of Te Pūtea Whakatupu played out amongst various iwi and Māori interests, culminating in the litigation also referred to in the excerpted account above.

204. It should be noted, however, that in our discussion with some iwi and other stakeholders on the performance of the Kāhui more broadly, alternative views were shared on the Trust’s target group. In particular, regarding the assertion that ‘the Trust was established as the mechanism to ensure the benefits of the Settlement reach those who cannot or do not affiliate with Iwi. As such, a large history, and continued focus of the Trust, is targeted at delivery to Māori who live an urban experience or have not connected to their whakapapa’.

205. Some stakeholders explained their view that all Te Kāhui o Te Ohu Kai Moana entities have obligations to all Māori and there are no Māori, whether living in rural or urban areas who are not connected to their whakapapa or affiliated with an iwi. It seemed inconceivable to these stakeholders that as a Māori, one can be disconnected from one’s whakapapa, otherwise how could one be Māori? Māori targeted by the Trust may have no connection with one of the representative Māori organisations of the Māori fisheries settlement, but that does not remove the obligations of each Kāhui entity to deliver benefit to all Maori in line with each entity’s purpose, functions and duties.

206. We would note that the following statement in the self-assessment of Te Pūtea Whakatupu appears consistent with this logic: While we continue to hold fast to our legislated purpose (s 81 Māori Fisheries Act 2004), we maintain that our legislated purpose is our minimum standard. Our extension of this, our spiritual purpose, is the sustenance of Māori identity. For it is through flourishing Māori identity we can enable and accelerate all Māori to their boundless potential.43

General Finding

207. Our general finding is that Te Pūtea Whakatupu is currently placed at a stage of maturation and sophistication in organisational development such that it is generally demonstrating good corporate hygiene vis-à-vis its statutory requirements under the Māori Fisheries Act, including financial audits and performance. This trajectory owes much to a focussed approach across the four-year period subject to the audit. Accordingly, we are of the view that it is performing satisfactorily insofar as the expectations of a four-year audit under s 108 of the Māori Fisheries Act are concerned.

208. In completing its self-assessment for this audit, Te Pūtea Whakatupu has mapped its duties and functions to its five-year strategy and the objectives and priorities formulated in their annual plans and reports.

209. The auditors have assessed performance based on the alignment between the objectives and priorities set, and the achievements and impact on iwi and Māori outcomes related to the Māori Fisheries settlement, with the respective purposes, duties and functions of each entity borne in mind throughout. In essence, it considered how well the priorities and objectives set align with the duties and functions of an entity, and to what extent the priorities and objectives have been achieved.

Performance assessed against section 105(a) of the Māori Fisheries Act:

The objectives established by the board of directors of Te Pūtea Whakatupu

210. Te Pūtea Whakatupu very helpfully outlined the development and progression of its strategic direction as follows:

The Board’s objectives (named Whāinga) for the first 24 months of the audit period were set out in the strategic plan ‘Te Rautaki’ for 1 October 2017 to 30 September 2022 (see Appendix 2). These were:

1. Whāinga 1

Ngā Uri Whakatupu: Future Proofing the generation for the 22nd century

2. Whāinga 2: Ngā Ako: Mentoring and governance training for Māori

43. Tapuwae Roa ka haruru te moana, Four-Year Statutory Audit 2020-2024: Self-Assessment (received on 4 September 2024), at page 7 (introduction) (emphasis added in this audit report).

Tapuwae Roa

3. Whāinga 3:

Te honongatanga ki ngā rangi hou: New Blue-sky horizons through innovation and research for Māori engagement and growth

4. Whāinga 4:

Te Ture Whakahaere: Transforming the Trust through legislative change

There was a transition period between 1 October 2022 and March 2023 where a new strategy was in development. During this time, the Trust continued to deliver on the existing strategy until the new strategy was formally introduced in March 2023. The new strategy (see Appendix 2), “Five-Year Strategic Plan”, covers the period between October 2022 and September 2027 (initially published as 2023-2027 in error) and is based on a “Theory of Change@ ideology introduced in 2020 (see Appendix 3) and introduced the following impact outcomes (IO):

1. Angitū:

Māori succeeding as Māori

2. Mātauranga:

Māori knowledge systems

3. Rangatira:

Future leaders with ancient wisdom

4. Tangaroa:

Active and reciprocal relationships with Hinemoana and Tangaroa

5. Ōhanga:

Economic Emancipation.44

211. We acknowledge that Te Pūtea Whakatupu’s strategic direction changed part way through our four-your audit period, with the adoption of a new theory of change, and this was accompanied by a change in the business objectives and focus of the types of initiatives funded. We commend Te Pūtea Whakatupu on its new approach, which provides a stronger line of sight and intervention logic to the initiatives and programmes of focus under its new strategy, which in turn more clearly aligns with the purpose and functions of Te Pūtea Whakatupu under the legislation.

Section 108(b) of the Māori Fisheries Act: Consistency of objectives with the implementation of duties and functions

212. Te Pūtea Whakatupu’s strategic, medium- and short-term objectives are consistent with the implementation of the duties and functions regarding the Trust.

213. Te Pūtea Whakatupu has articulated clearly the alignment of objectives under the Training, Research and Education focus areas of its work programme. These three areas mean that objectives and achievements can be easily distinguished and associated with wellestablished grouping of socio-economic development deliverables and outcomes.

214. Through its annual plans and quarterly and annual reports, Te Pūtea Whakatupu has described how it has made progress towards achieving the objectives across the four-year audit period.

215. We consider that Te Pūtea Whakatupu has reported achievements that substantively deliver against the organisation’s strategic priorities and annual objectives across the four-year period. Furthermore, Te Pūtea Whakatupu has outlined a number of thoughtful and practical opportunities to improve the implementation and achievement of its stated objectives.

216. Since the adoption of its new strategy, the entity’s objectives and activities seem to be more focussed on outcomes to improve Māori knowledge, skills and capability to access and participate at all levels of the fishing industry.

217. However, the shift away from funding basic numeracy and literacy learning programmes up until early 2023 to more competency-based fisheries-specific and generic science and business learning programmes, is likely to generate more direct positive outcomes to Māori, as intended by the legislation and the Māori Fisheries Settlement.

44. Ibid, at slide 9 (page 9): characterised as page 2 of 2 in the ‘terms of reference’ section of the selfassessment report.

218. The Ngake o te Kupenga programme, supported by Te Pūtea Whakatupu, provides a good initial base for understanding the level of Māori participation in the industry, and potentially utilised as a baseline reference for measuring the impact that Te Pūtea Whakatupu and other funding organisations in the fisheries and education and training sectors are having on Māori participation moving forward.

219. It is also encouraging to see that Te Pūtea Whakatupu is partnering with a diverse range of iwi, Māori and non-Māori partner organisations. This diversity of relationships will ensure that the initiatives supported by Te Pūtea Whakatupu will reach Māori with a wide range of needs and demographic characteristics.

220. The focus of Te Pūtea Whakatupu on leadership, governance particularly, with young Māori, not only has the potential to produce world-class future Māori leaders and managers for the fishing sector, but also for all sectors that support, and are supported by, fisheries.

221. The support of Te Pūtea Whakatupu for mātauranga and tikanga Māori in conjunction with the oceans sector is entirely consistent with the functions and overarching cultural approach of Te Kāhui o Te Ohu Kai Moana.

222. Similarly, the support of Te Pūtea Whakatupu for higher learning pathways for Māori has the potential to produce future Māori leaders, managers and role models for the fishing sector and all sectors that support, and are supported by, fisheries.

223. We acknowledge and commend Te Pūtea Whakatupu for providing the opportunity for those Māori identified as possessing the requisite commercial sector capabilities to participate as alternate directors of its board. We agree that using its own governance vehicle and process gives those Māori the opportunity to gain valuable real-world governance skills and experience with the support of Te Pūtea Whakatupu directors.

Section 108(d) of the Māori Fisheries Act: Policies and strategies established to achieve the objectives and perform the duties and functions

224. We consider that the board and its management have established effective policies and strategies to achieve Te Pūtea Whakatupu’s objectives and perform the duties and functions of Te Pūtea Whakatupu as intended by the legislation.

225. All of the material provided to us for review on policies and strategy – in relation to both building the organisation’s capability to deliver and the outputs and outcomes it seeks to achieve for its Māori target group – has been clear, well-reasoned and of a high-professional standard.

Section 108(e) of the Māori Fisheries Act: Quality and timeliness of the reporting documents prepared to meet the reporting obligations of the Act

226. Te Pūtea Whakatupu has been consistent in providing quality and timely reporting to Te Kāhui o Te Ohu Kai Moana and its stakeholders over the four-year audit period.

227. However, the auditors did receive feedback from some iwi stakeholders that they had low visibility and knowledge of what Te Pūtea Whakatupu does and offers.

Section 108(f) of the Māori Fisheries Act: The contribution that Te Pūtea Whakatupu Trustee Limited has made towards promoting education, training, and research in relation to Māori involvement in fisheries, fishing, and fisheries-related activities

228. Consistently with its current five-year strategy, Te Pūtea Whakatupu has identified a range of initiatives and programmes that have contributed to promoting education, training and research in relation to Māori involvement in fisheries, fishing and fisheries-related activities, over our four-year audit period. These include:

Angitū (Māori succeeding as Māori)

– Funded the delivery of Te Kete Aronui literacy and numeracy programme in Te Ika a Maui

– Invested in the delivery of Te Reo Matatini me te Pāngarau literacy and numeracy programme in Te Waipounamu

Tangaroa (Active and reciprocal relationship with Hinemoa and Tangaroa)

– Funding Aquabots school robotics programme

Ōhanga (Economic emancipation)

– Delivered a series of Rakahinonga Roadshows (one-day wānanga for Māori entrepreneurs)

– Delivered inaugural Tupu Accelerator – a ten-week business accelerator for Māori startups

– Te Ara Pōtiki: Global internship programme. Partnership in development with Te Ara Pōtiki Trust to fund 20 Māori technology entrepreneurs to take part in a global internship programme over the next 3 years, increasing Māori representation in the research, science and innovation systems.

Tangaroa (Active and reciprocal relationship with Hinemoa and Tangaroa)

– Iwi Aquaculture Futures: pivoted from strategy driven top-down approach with Te Ngake o te Kupenga work programme to work at a community level and review education systems for aquaculture certification.

Whāinga 1 Ngā Uri Whakatupu: Future Proofing the generation for the 22nd century:

– Funded the delivery of Te Kete Aronui literacy and numeracy programme in Te Ika a Maui

– Funded the delivery of Te Reo Matatini me te Pāngarau literacy numeracy programme in Te Wai pounamu

– Funding allocated towards the Māhe Mātauranga science programme in kura kaupapa.

Whāinga 3 New blue-sky horizons through Innovation and Research for Māori Engagement and Growth

– Funding Aquabots school robotics programme.

Whāinga 1 Ngā Uri Whakatupu: Future Proofing the generation for the 22nd century:

– Te Ngake o te Kupenga:

– Developed Future of Māori Fisheries Workforce strategy

– Funded Te Aupōuri to deliver pilot rangatahi fisheries training pathway to Westport Deep Sea Fishing School.45

229. In its self-assessment, Te Pūtea Whakatupu made the following comments on potential areas of ‘focus for improvement’:

The Trust has made significant strides in fulfilling its mandate to promote education, training, and research for all Māori. However, there are several areas where targeted improvements can enhance its delivery against its statutory objectives. The Trust can increase targeted investment to develop skills relevant to the fishing industry. This includes increased funding for education and training courses, as well as continuing to fund fisheries-related research.

The Trust’s successful fisheries training pathways and programs should be expanded beyond their pilot stages to ensure sustained development and long-term impact.

More robust data collection and analysis is crucial for accurately measuring outcomes and identifying areas for improvement, facilitating data-driven decision-making and effective resource allocation. A more precise understanding of the impact of its initiatives allows the Trust to better tailor its programmes to the needs of the Māori community. Reviewing and optimising resource allocation strategies will help address time and budget constraints, ensuring sufficient funding and support for all key initiatives and programs. By streamlining processes and focusing resources on high-impact areas, the Trust can enhance its overall efficiency and effectiveness.46

230. We concur completely with both areas for improvement outlined by Te Pūtea Whakatupu and recommend that Te Pūtea Whakatupu makes these a priority area of focus to act on as soon as practicable.

Recommendations

231. Our recommendations are set out below:

231.1. We concur with Te Pūtea Whakatupu’s self-assessment, and recommend that it should:

231.1.1. Increase targeted investment to develop skills relevant to the fishing industry, and particularly for education and training courses, as well as continuing to fund fisheries-related research.

45. Ibid, at page 13 (‘training’).

46. Ibid, at page 5 (‘executive summary’).

231.1.2. Endeavour to increase its capability to gather robust data for analysis to measure outcomes gain a more precise understanding of the impact of its initiatives on outcomes, and allow the Trust to better tailor its programmes to the needs of the Māori community.

231.1.3. We suggest Te Pūtea Whakatupu periodically commission a stakeholder engagement survey, perhaps in collaboration with Te Ohu Kai Moana and the other Kāhui entities.

Roa

RESPONSE TO THE AUDIT REPORT

TAPUWAE ROA

231.1.1

(a) Increase targeted investment to develop skills relevant to the fishing industry, and particularly for education and training courses, and …

The Trust has two planned programmes of work targeting fisheries and ocean-related skills development: Huanui fisheries futures and expanding its Ocean’s STEMM workstream. Implementing these programmes, commencing in FY2025, would significantly improve the Trust’s delivery to this recommendation.

• Implement Huanui Fisheries Futures Programe.

• Grow and expand the Ocean’s STEMM efforts, including but not limited to its support of Aquabots.

231.1.1 (b) … continu(e) to fund fisheries-related research.

231.1.2

(a) Gather robust data for analysis to measure outcomes (and) a more precise understanding of the impact of its initiatives on outcomes.

As indicated, as part of our business as usual, we will continue to commission targeted research as appropriate, including fisheries-related reports.

The Trust currently uses its Impact Outcomes as part of its funding allocation and decision-making processes; in this self-identified improvement area, we could improve our Impact reporting by developing a project-level impact assessment tool that evaluates our mahi against the Trust’s Theory of Change.

• No new action proposed.

• Develop Impact Assessment Tool.

• Apply to three case studies in FY2025 (new programme, existing, post-funding evaluation).

231.1.3 Periodically commission a stakeholder engagement survey.

The iwi views of uncertainty as to the Trust’s mahi, expressed to the auditor, is unsurprising. The High Court judgement, with the explicit focus on delivering to beneficiaries who are not connected with Iwi, naturally leads to focussing on other delivery pathways to fulfil this requirement.

Nevertheless, the Trust agrees with this recommendation. A survey will be a useful addition to connecting with our wider stakeholders and beneficiaries.

It has previously undertaken in-person visits with its Representative Māori Organisations, in addition to its AGM and wānanga with MIOs.

• Design and undertake a replicable stakeholder engagement survey.

2024 AUDITOR’S REPORT ON

Performance of Aotearoa Fisheries Limited/ Moana New Zealand

History of Aotearoa Fisheries Limited

1. Aotearoa Fisheries Limited (often referred to as ‘AFL’ and now trading as Moana New Zealand) is a business created through acquisition and became an important element within the overall architecture that stems from the Māori fisheries settlement dating from the execution of the deed of settlement on 23 September 1992.

2. Section 61 of the Māori Fisheries Act 2004 provided that the duty of Aotearoa Fisheries Limited is expressed mandatorily as follows: ‘Aotearoa Fisheries Limited must manage its assets in a commercial manner [emphasis added]’ (s 61(1) of the Māori Fisheries Act). This requirement is then succeeded by subsequent requirements about what it is permissively entitled to do (s 61(2) of the Māori Fisheries Act) and what ‘Aotearoa Fisheries Limited and its subcompanies’ must not undertake (s 61(3) of the Māori Fisheries Act):

‘(1) Aotearoa Fisheries Limited must manage its assets in a commercial manner.

(2) Despite section 35(2), in carrying out its duty under subsection (1), Aotearoa Fisheries Limited and its subcompanies may undertake—

(a) fishing and fisheries-related activities:

(b) other activities including, but not limited to, activities related to the seafood industry.

(3) However, Aotearoa Fisheries Limited and its subcompanies must not undertake activities referred to in subsection (2)(b) unless they do so in a manner consistent with the terms and conditions of an approval given under section 35(1)(c).47

3. Aotearoa Fisheries Limited comprises and grew through the purchases of Moana Pacific Fisheries (ika/finfish) in 1992, Prepared Foods (pāua/abalone) in 1995, Pacific Marine Farms (tio/oysters) in 1996, OPC Fish & Lobster (ika/finfish and koura/crayfish) in 2007, and Kia Ora Seafoods (tio/oyster) in 2007.

4. The pāua business expanded further with the acquisition of quota parcels and Ocean Ranch in 2008 and land-based aquaculture business OceanNZ Blue in 2013.

5. In the last decade, Aotearoa Fisheries Limited has built on its infrastructure and capability with an investment of $41 million to upgrade processing facilities in Mount Wellington (Auckland), Palmerston North and the Chatham Islands.

6. In 2016, Aotearoa Fisheries Limited rebranded, adopting the trade name of Moana New Zealand for all parts of the business. Moana New Zealand became Aotearoa Fisheries Limited’s single brand platform to take all seafood and Ready to Eat (RTE) products48 to market.

7. In its board-approved self-assessment report received on Thursday, 29 August 2024 and attached as Appendix H, Aotearoa Fisheries Limited articulates that:

47. Emphasis added.

48. Moana New Zealand self-assessment, page 3: ‘Moana branded kai ora (RTE) meals were created to maximise use of our kaimoana (ika into fish curries and using the heads and frames to make fish stock), maximise asset utilisation and diversify our business. In 2022, Moana broadened the offerings with a high-end range of RTE meals sold in supermarkets in Aotearoa and ambient outdoor adventure range. An online e-commerce site specifically to market our RTE meals this year.’

The Moana brand story speaks to a deep sense of responsibility to Iwi and respect for kaimoana. More practically, it enabled the streamlining of internal resources, creating greater efficiencies across each of the business units and enabled the creation of a Moana company culture.49

8. The self-assessment also explains that Moana New Zealand has continued to build over the past decade with:

– The investment in Kirikiritātangi (tio hatchery) in Nelson, which makes Moana New Zealand the first fully integrated tio company in Aotearoa. As New Zealand’s largest tio producer, we recognise that innovation will sustain us into the future. We are not just innovating here in our new hatchery, but across the entire production cycle to help us achieve end-to-end control throughout the growth process.

– A long-term agreement to lease Sanford’s Annual Catch Entitlement (ACE) for much of its quota of North Island inshore species. This makes Moana the largest inshore fisheries company in Aotearoa. ...

– The Wellington Kaimoana Hub located in Porirua, Wellington. The hub is currently under construction in partnership with Port Nicholson Fisheries, a joint venture with Moana New Zealand and a few Iwi partners. The hub will consolidate three sites (ika, kōura and pāua operations) under one roof and provide Moana an additional processing and export facility to support the additional ACE acquired under the Sanford agreement.50

9. Aotearoa Fisheries Limited has also highlighted a strong focus on innovation through particular investment initiatives:

– Investment in Precision Seafood Harvesting, which aims to improve the quality of fin fish harvest through new advancements made to the cod-end of trawl nets.

– In 2022 we invested in a Valka Water Jet Cutter machine that is designed to efficiently and effectively remove the pin-bone from fillet product, using x-ray technology and flexible, high pressure water jet cutting arms. It enables a 20% increase in output which was an essential investment while facing increasing labour costs, coupled with hard-to-find skilled labour.

– A partnership with the Cawthron Institute to develop and implement a selective breeding programme for Pacific oysters with good meat-to-shell ratios, aesthetically pleasing shells and are disease resilient. More recently, Moana has taken over the breeding programme and have had some success in commercialising on the positive outcomes from the investment.

– Investment into semi-automated tio farming that has transformed how tio is grown, removing existing farming infrastructure and replacing it with semi-automated farming technology. Old timber rack structures in the harbour [have] been replaced with floating tio baskets on longlines. This not only creates better working conditions for Moana kaimahi, but it has less impact on te taiao 51

The Requirements of Our Four-year Audit under the Māori Fisheries Act 2004

10. Sections 105-113 of the Māori Fisheries Act prescribe the statutory requirements regarding the four-year audit of the entities. These include appointment of auditors, scope of the audit and the procedure following completion of the audit.

11. The general scope of the four-year audit, as specified in s 108 of the Māori Fisheries Act, requires the auditors to consider:

– The objectives established by the board.

– The extent that those objectives are consistent with the effective implementation of its duties and functions under the Māori Fisheries Act.

– Progress made by the Board of Directors towards achieving the objectives.

– The policies and strategies established by the Board of Directors towards achieving the objectives.

– The effectiveness of policies and strategies.

– The quality and timeliness of the reporting documentation prepared to meet the reporting obligations under this Act of another enactment.

12. In addition to the relatively generic requirements for a four-year audit process under s 108 vis-à-vis all four Te Ohu Kai Moana entities, there are additionally particularised performance

49. Moana New Zealand, Four[-]Year Audit 2020–2024 (August 2024).

50. Ibid, at page 2.

51. Ibid, at pages 2–3.

measures in relation to each entity. Under s 110 of the Māori Fisheries Act the auditors are required to also consider and report on:

– The performance of Aotearoa Fisheries Limited meeting its constitutional requirement to work co-operatively with Iwi on commercial matters.

– The commercial performance of Aotearoa Fisheries Limited in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice, and changes in the value of the company.

13. It is important to note that s 110(2) of the Māori Fisheries Act specifies that a reference in that section to ‘Aotearoa Fisheries Limited includes its subcompanies’.

14. In preparing this four-year audit report, we have had access to a diverse array of corporate documents, including the Five-Year Strategy 2024 (April 2024), which looks towards financial year 2029; the Strategy Update: Five Year Strategic Plan –to deliver a balanced diversified portfolio (30 June 2021); Strategy Update: Five Year Strategic Plan – Own the Future (28 November 2022); Hui a Tāu documents from 2021, 2022, 2023 and the Incoming Government Briefing (December 2023). In this last document, Aotearoa Fisheries Limited says by way of introductory comment:

Our settlement assets will never be sold. Moana New Zealand must pay dividends to our shareholders of at least 40% of profit, with the balance retained to invest in growth opportunities for future generations. Shareholder dividends are then used by Iwi to fund programmes within their own communities.

Our ability to pay dividends and to manage assets in a commercial manner is directly linked to the successful management of New Zealand’s fisheries.

We are committed to working with our iwi shareholders to grow their investment in the seafood sector through joint initiatives such as the Iwi Collective Partnership and the Port Nicholson Fisheries lobster joint ventures.

15. Iwi hold 80 percent of the shares in Aotearoa Fisheries Limited whereas Te Ohu Kai Moana holds all of the voting shares (and 20 percent of the income shares).

General Finding

16. Our general finding is that Aotearoa Fisheries Limited is generally demonstrating good corporate hygiene including financial audits and performance in relation to s 108 audit general scope of measures.

17. From our review of its planning and reporting material from the four-year audit period and discussion with the Aotearoa Fisheries Limited’s senior management and board chairperson, we can see that the company has made great efforts to ensure cooperative endeavours with iwi interests and is now very much part of Te Kāhui o Te Ohu Kai Moana, its collective ethos of working for and with its iwi owners. Aotearoa Fisheries Limited has demonstrated this by proactively pursuing formal commercial business partnerships with various iwi interests throughout the country and building a strategic and corporate culture that recognises and values tikanga Māori and the Māori well-being.

18. The aspect of Aotearoa Fisheries Limited’s performance, that we are less certain about is how successful the company has been in commercial terms. Neither of the current auditors are qualified or experienced to assess any company’s detailed commercial performance, considering it appropriate for professionally trained financial auditors under s 110(1)(b) of the Māori Fisheries Act. Accordingly, our focus has been on the broader statutory and nonfinancial elements of performance. Nevertheless, we consider the measure specified in the Māori Fisheries Act of profitability compared with other companies in the industry to be a rather crude and blunt measure because there are many other factors that distinguish Aotearoa Fisheries Limited from other fishing companies in Aotearoa New Zealand, not least the relationship and expectations of its shareholders and the requirements of the Māori Fisheries Act, which oblige it to balance its commercial objectives with its Treaty Settlement, cultural and sustainability objectives.

19. On the face of it, considering Aotearoa Fisheries Limited’s levels of profit and dividend payment over the four-year audit period, we would assess the commercial performance to be

stable, but compared to the previous period, trending as average, and developing. In this vein, we must also acknowledge that Te Rūnanga o Ngāi Tahu, in its submission dated 14 August 2024 and conveyed to us via Te Ohu Kai Moana, stated that:

The financial performance of Aotearoa Fisheries Limited (AFL) and Sealord have certainly highlighted a few challenges over the years, but more so in the last 2 – 3 years. We consider this audit needs to carefully look at the how the collaboration is working across the entities to deliver benefit and ownership of fisheries back to iwi. We consider a step up from AFL in this space is required.

20. We cannot ascertain whether the current performance trajectory of Aotearoa Fisheries Limited would ameliorate these concerns. In any event, we feel compelled to observe this significant feedback. It also pertains to the constitutional requirement for Aotearoa Fisheries Limited ‘to work co-operatively with iwi on commercial matters’.

(1) In the case of Aotearoa Fisheries Limited, an audit must consider and report on—

(a) the performance of Aotearoa Fisheries Limited in meeting its constitutional requirement to work co-operatively with iwi on commercial matters; and

(b) the commercial performance of Aotearoa Fisheries Limited in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice, and changes in the value of the company.

(2) In this section a reference to Aotearoa Fisheries Limited includes its subcompanies.

21. Section 110 of the Māori Fisheries Act is clear in this expectation of Aotearoa Fisheries Limited’s performance and, to that end, we have ensured that this feedback is relayed. If not explicitly, we consider that this requirement ought to encourage regular engagement with iwi interests. It is anticipated that this might become a more pronounced feature of the overall operating environment with the recent enactment of the Māori Fisheries Amendment Act 2024.

Aotearoa Fisheries Limited’s Self-assessment and Our Approach to this Audit

22. In completing its self-assessment for this audit, Aotearoa Fisheries Limited has mapped its duties and functions to its five-year strategy and the objectives and priorities formulated in their annual plans and reports.

23. The auditors have endeavoured to assess performance based on the alignment between the objectives and priorities set, and the achievements and impact on iwi and Māori outcomes related to the Māori Fisheries settlement, with the respective purposes, duties and functions of each entity borne in mind throughout. In essence, we are attempting to consider how well the priorities and objectives set effectively align with the duties and functions of an entity, and the extent to which those priorities and objectives have been achieved.

Performance against section 108(a) of the Māori Fisheries Act: The objectives established by the board of directors of Aotearoa Fisheries Limited

24. Aotearoa Fisheries Limited outlined its strategic objectives in the company’s five-year strategy for the period 2018–2023, and the Board is currently considering the company’s proposed strategy for the period 2024–2029.

25. Aotearoa Fisheries Limited’s 2018–2023 five-year strategy was updated a number of times across the audit period but, at its highest level, maintained the following core strategic features: Vision

We connect the world to the true taste and rare magic of New Zealand’s best kaimoana (seafood) and kai ora (nutritional food).

Purpose

As guardians of Māori fishing and kaimoana and kai ora assets, we are dedicated to contributing to the wellbeing of future generations.

Who are we

We are Iwi; we are true guardians of the world’s most pristine & sustainability managed fisheries, with a deep sense of responsibility to our people and respect for kaimoana (seafood), and kai ora (nutritional food).

Strategic goals

– To manage assets in commercial manner

– To adopt and follow a 3P strategic approach - Protect (secure supply, secure access, maintain core market and platform position) Pursue (Growth Focussed, Volume/production and Purchase/acquire) and Premiumise (switch out, cascade, channel, format, market and brand management) - by fish species and product.

26. The application of the 3P approach was broadly represented by two conceptual infographics that depict a proportional order of magnitude for desired success in relation to each species/ product by product and market:52

27. The development of Aotearoa Fisheries Limited’s strategy and objectives was also supported by a reasonably comprehensive analysis of the company’s perceived strengths, weaknesses, opportunities and threats53

28. The objectives in Aotearoa Fisheries Limited’s strategy cascaded down into specific objectives in the company’s annual plans and annual and quarterly reports across the four-year audit period.

29. In its self-assessment, Aotearoa Fisheries Limited made the following comments in relation to the section 105(a) objectives established by the board: Objectives are focused on maximising asset utilisation, cost management, growth opportunities, improved harvest and farming practices, improving processing efficiencies and effectively managing risk.

Objectives are measured and reported on in the CEO report to the Board of Directors as required.

Annual reviews of progress against strategy are undertaken with full Board and Executive teams. Shareholders are updated on progress, strategy and headwinds at Hui-a-Tāu and in the Annual and Interim reports.

30. Our assessment is that Aotearoa Fisheries Limited has established and communicated clear objectives in the manner described. Our impression is the strategic objectives have been refined over the four-year audit period in response to some unusual and unexpected events and conditions, the most obvious being the COVID lock-down periods in 2020 and 2021. This aspect reflected in the report to Aotearoa Fisheries Limited’s Hui-a-Tāu/Annual General Meeting in the headline statement ‘FY21 Focus – Stabilise and Reenergise’.

31. It may reflect more stability for the company and the environment in which it operated over the second part of the four-year audit period, but we consider that although the 2024 strategic objectives and priorities remain fundamentally the same, they are more refined and clearer in terms of how they are expected to deliver improved phenomena or features, such as the following:

– capability of the company – partnership benefits with iwi

52. Moana Five Year Strategic Plan February 2019 – Senior Leaders. 53. Ibid.

– asset value and revenue generation outcomes

– balance of commercial, sustainability and tikanga Māori/Māori cultural outcomes.

32. It is also reassuring to see from Aotearoa Fisheries Limited’s 2024 five-year strategy that the company is keenly aware of the challenges or ‘headwinds’ it faces and thinking about the strategies and objectives required to address them.

FIGURE [1]

Section 108(b) of the Māori Fisheries Act: Consistency of objectives with the implementation of duties and functions

33. As mentioned previously, s 61 of the Māori Fisheries Act provides that Aotearoa Fisheries Limited’s mandatory duty is to manage assets in a commercial manner. Secondly, a range of activities are then permissively optional, including the undertaking of fishing and fishingrelated activities. We consider that Aotearoa Fisheries Limited’s strategic, medium- and short-term objectives across the four-year audit period were broadly consistent with the implementation of the duties and functions of the company.

Section 108(c) of the Māori Fisheries Act: Progress made by Aotearoa Fisheries Limited towards achieving the objectives

34. Of the four Te Kāhui o Te Ohu Kai Moana entities, Aotearoa Fisheries Limited provides the most detailed objectives and measurable indicators of achievement against those objectives. This is not unexpected as it is standard practice of any commercial organisation with clearly identified shareholders and owners who have a direct financial stake in the assets being managed by a company, such as Aotearoa Fisheries Limited.

35. In summary, Aotearoa Fisheries Limited’s five-year strategy comprises several sub-strategies, with some naturally overlapping. Broadly speaking, there have been various sub-strategies over the audit period for:

– each species and product the company catches, processes, markets and sells

– the company’s people and infrastructure capability

– the company’s key communication and messaging (including brand)

– the company’s relationships with iwi and other key stakeholders.

36. The following is a sample of objectives, performance indicators and achievements drawn from Aotearoa Fisheries Limited’s self-assessment, which have in turn been drawn from Aotearoa Fisheries Limited’s planning and reporting documents for the four-year audit period:

Objectives Relating to Ika (Strategies and Plans)

• Continue improved margin realisation

Yes

• Launch branded packaged proposition Yes

• Improve asset utilisation Yes

• Efficiency gains across the supply chain including catch logistics and processing.

• Price increases realised.

• Branded traypack and pouched product launched into MyFoodBag and domestic supermarkets.

• One trial and first commercial shipment of 6k doz already made for Australia.

• Long-term agreement with Sanford ACE will improve asset utilisation.

Action Taken/Planned to Address Gaps

• Key reporting metrics developed to collect data, set targets and monitor efficiencies weekly.

• Partner with shareholders and strengthen Iwi relationships Yes On-going

• Capitalise on PSH On-going

• 33 long-term ACE agreements in place, including the Inshore JV with the ICP (iwi Collective Partnership) which represents 19 shareholders.

• Company is established to commercialise IP.

• Moana CEO Steve Tarrant is a Director.

• Long-term lease started in Oct 23 with an additional 6,000mt to Moana 7,000mt.

• Key reporting metrics developed to collect data, set targets and monitor efficiencies weekly.

• Continue to develop bespoke business models to suit shareholders.

• All West Coast contract fishers using PSH.

• Moana leading trials to understand value uplift from product caught using PSH to support commercialisation strategy.

• Processing innovation (automation) Yes On-going

• Establish Chatham Island partnership On-going

• Installed Valker water-jet cutter in 2023.

• Refer iwi-engagement section.

• Investigating filleting machines suitable for multiple species with other industry players.

• Key Commercial, Council, and Iwi players on Island brought together to progress partnership concept. Agreement to progress structures, governance, and financial forecast models.

Objective: Māori Engagement Performance (Yes/No/Part)

Getting the basics right – we are true to our kaupapa and values

Yes On-going

• Developed Māori competency frameworks and programmes that build an understanding of where we have come from, builds te reo and tikanga capability and embeds this practice throughout the organisation in an inclusive way. Learning and Development framework developed and launched in 2022.

• FY23 stats: 56 sessions run, 534 training hours, 94 staff attended training, 502 engagements.

• Te reo Māori and Tikanga programme available online for all kaimahi.

• Ensure our values are reflected in our polices and operational plans.

• Moana offers free and healthy breakfast, the opportunity to participate in free health insurance, online resources for mental and physical wellbeing through Ignite, annual health checks, free flu vaccinations, and companysponsored employee engagement and wellbeing programmes through Hikoi ki te Ora.

• Measure our impact and success through internal engagement surveys (2021), materiality assessments (bi-annually).

• Alongside Te Ohu Kaimoana, we have secured funding to develop a feature length documentary capturing the Māori Fisheries Settlement.

• 2024 materiality assessment will include a number of face-to-face interviews with shareholders.

Provide meaningful opportunities for Iwi, hapu and whānau

Yes

Promote employment and development opportunities

Set the industry agenda

Yes

• Review and establish bespoke commercial models to suit shareholder aspirations for collective success. Refer detailed table below.

• 32% of employees whakakapa Māori, 38% of which are in leadership/managerial roles.

• 60% of the Executive Leadership and 100% of the Board are Māori.

• 85% of contract oyster growers whakakapa Māori, 63% of contract divers whakakapa Māori.

• Provided support to Iwi in times of need, in particular Covid lockdowns, post cyclone Gabrielle, and through food banks like the marae-based Kai Ika initiative.

• Provide Pataka kai for commercial partners. 2023 saw 4,600kg of fillets distributed.

• All roles are advertised on the Moana website and in He Pūrongo Kōrero (bi-monthly e-newsletter)

• Development and promotion opportunities provided internally.

• Investment into future generations includes: – the Nissui Global Fisheries Scholarship

– Te Pae Tawhiti Scholarship

– Associate Director Programme

– Summer internships.

• Representation on key industry bodies and working groups e.g. Hauraki Gulf Forum, industry SREs, science working groups.

• Work closely with Te Ohu Kaimoana on government submissions.

• Working with PNF and Iwi on the Chatham Islands to create more efficient partnerships that create greater value.

37. We consider that Aotearoa Fisheries Ltd has reported achievements in relation to each part of its business that substantively deliver against the company’s strategic priorities and annual objectives across the four-year audit period.

Section 108(d) of the Māori Fisheries Act: Policies and strategies established to achieve the objectives and perform the duties and functions

38. We consider that Aotearoa Fisheries Limited has developed effective policies and strategies to achieve Aotearoa Fisheries Limited’s objectives and perform its duties and functions. The Māori engagement objectives in the table above provide examples of such polices and strategies.

39. The following table from Aotearoa Fisheries Limited’s 2020 five-year strategy54 is also illustrative: FIGURE [3]

Section 108(e) of the Māori Fisheries Act: Quality and timeliness of the reporting documents prepared to meet the reporting obligations of the Māori Fisheries Act

40. We consider that Aotearoa Fisheries Limited has been consistent in providing quality and timely reporting to Te Ohu Kai Moana, iwi and other key stakeholders across the four-year audit period.

Section 110(1)(a) of the Māori Fisheries Act: Aotearoa Fisheries Limited meeting its constitutional requirement to work co-operatively with iwi on commercial matters

41. By the time of the previous four-year audit’s completion in 2012 the two auditors, Don Hunn and Ken Mason, were able to express a positive and encouraging viewpoint regarding cooperation between Aotearoa Fisheries Limited and iwi.

42. In its self-assessment and annual and other reports over the audit period, Aotearoa Fisheries Limited identifies several formal partnerships with iwi and Māori interest in various regions of the country. These include:

Port Nicholson Fisheries

Port Nicholson Fisheries has grown to become New Zealand’s largest Māori-owned exporter of kōura (lobster/crayfish). As a result of the 2011 Kōura Inc project – sponsored by the Māori Economic Development Taskforce which advocated that Māori lobster owners work together

54. Moana Five Year Strategic Plan February 2019 – Senior Leaders.

Moana

throughout the lobster value chain – Port Nicholson Fisheries approached Moana New Zealand in late 2014 with the proposal that Moana join the limited partnership to form the largest Māori-owned lobster processing business in New Zealand. With effect from 1 April 2016, Moana New Zealand came in as a key limited partner in the business joining the three founding members - Parininihi ki Waitotara (PKW), Iwi Collective Partnership (ICP) and Ngāti Mutunga o Wharekauri (Chatham Islands). In the current lobster season which commenced 1 April 2024, Moana provided ~51% of the total limited PNF ACE.

Iwi Collective Partnership (ICP)

The ICP is a collaboration of 19 like-minded Māori fishing entities (also shareholders in AFL) from throughout the North Island of New Zealand. The ICP is managing 16,000 metric tonnes of annual commercial fishing rights to 123 New Zealand fish species. Since October 2010 the ICP has been in a JV with Moana New Zealand with regards to the ICP’s inshore finfish quota parcel.

Bay Packers

Bay Packers is 100% Māori owned—equally by Moana New Zealand, Te Arawa Fisheries limited, Te Pataka a Tangaroa Limited, Ngā Rauru Kītahi, Ngāti Ranginui Iwi Fisheries Holdings Company Limited and Ngāti Tuwharetoa Fisheries Holdings Limited. Moana New Zealand worked with its four shareholders to acquire the business with effect from April 2018. It includes fishing quota shares with the main quota being 16.8 metric tonnes of southern bluefin tuna. The business processes fish from its Mount Maunganui factory, with a focus on export sales of tuna, and sales of fresh and smoked fillets in the domestic market.

Pelco NZ

Pelco NZ is a privately owned, Māori-operated-and-family business that has been fishing for over 25 years in the Bay of Plenty. As the sole operator of a domestic purse seine fleet in New Zealand, Pelco target small pelagic fish species including jack mackerel, blue mackerel, kahawai, skipjack tuna, and trevally. Moana maintains an active relationship with the whānauowned business.

Sealord

Sealord Group is a leading Australasian seafood business specialising in deepwater fishing, seafood processing and aquaculture. It is the largest seafood business in New Zealand based on revenue and quota holdings, owning Independent Fisheries in Christchurch, New Zealand, and Petuna Aquaculture and Sealord King Reef in Australia. The Group employs around 1,550 people in New Zealand in sustainable deepwater fishing and processing, and 200 in Australia in aquaculture. Moana has a 50/50 per cent ownership stake in partnership with Nissui Cooperation, a global seafood business based in Japan.

Long-term ACE arrangements

Moana has 33 long term [arrangements] (3 years or longer) in place with Iwi shareholders across ika, pāua and kōura portfolios.

Purchase of kōura quota from Wakatū Corporation

In the review period a specific example of working cooperatively with Iwi on commercial matters was the opportunity to acquire lobster quota in three FMA’s that was being sold by Wakatū. Moana New Zealand along with other iwi and Māori entities collectively acquired the quota, with a specific requirement that all the ACE be put through PNF. Moana New Zealand invested $10m to acquire its share of the quota.

43. Our assessment is that these partnerships, alongside Aotearoa Fisheries Limited’s engagement strategy and objectives outlined in Figures [2] and [3] above, demonstrate that Aotearoa Fisheries Limited has met its constitutional requirement to work co-operatively with iwi on commercial matters, over the four-year period.

Section 110(1)(b) of the Māori Fisheries Act: The commercial performance of Aotearoa Fisheries Limited in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice, and changes in the value of the company

44. We would note that neither of the current auditors are appropriately qualified or experienced at a professional level in accountancy to assess Aotearoa Fisheries Limited’s commercial

performance. Our views and assessment on the measures contemplated by s 110(1)(b) of the Māori Fisheries Act, are drawn from what Aotearoa Fisheries Limited has expressed in its self-assessment, an independent comparison conducted by KPMG with other participants in the fishing industry, and the views shared with us by a small number of iwi.

45. A copy of the KPMG report follows on pages 73–102. Accordingly, anyone who is appropriately qualified on commercial performance can review and make their own assessment of Aotearoa Fisheries Limited commercial performance.

46. Similarly, Aotearoa Fisheries Limited’s views on the company’s commercial performance are included as part of its self-assessment attached as Appendix H

47. The company volunteers the following ‘reflections for improvement’ underneath the heading of ‘commercial performance’:

Over the past year the Moana New Zealand Board and Management have been developing an Investment Framework that supports an efficient and effective evaluation of opportunities. Part of this work has been to review the historic performance of the lines of business in order to better understand the trade-offs between risk and reward, which has formed part of a discussion on Capital Structure (i.e. prudent management of debt).

The analysis has also reviewed the Return on Invested Capital (ROIC) of Moana New Zealand as a whole as well as the separate lines of business. ROIC is a commonly accepted method for measuring how efficiently a company puts the capital (equity and debt) under its control towards profitable investments. If the ROIC is more that the company’s estimated Weighted Average Cost of Capital (WACC) then value is being created otherwise value is being destroyed.

The analysis shows that the historic ROIC is less than the estimated WACC benchmark. While the ROIC is projected to improve over time it still remains lower than WACC.

The Board and Management of Moana New Zealand acknowledge that this outcome is not satisfactory. Improving ROIC will continue to be a focus, balanced with ensuring that we continue to stay true to our kaupapa and values. 55

48. The key findings of the KPMG report are set out below (extracted from the executive summary of the KPMG assessment):

55. Moana

49. In its own self-assessment report concerning ‘commercial performance’, Aotearoa Fisheries Limited observes the following:

4: The commercial performance of Moana New Zealand in comparison with other participants in the fishing industry

KPMG have been engaged to undertake an independent comparison of Moana New Zealand’s commercial performance in comparison with other participants in the fishing industry. The approach will consider separately the performance of the direct operations of Moana New Zealand and the performance of its significant associate company, being the 50% ownership in Sealord Group.

Without pre-empting the analysis undertaken and conclusions reached by KPMG we note the following matters:

1. Moana New Zealand and Sealord operate independently of each other and in different sectors, namely:

a Moana New Zealand is focused on inshore species as well as operating a tio and farmed pāua operation. The operating model of the business is to manage a chilled supply chain where most product is sold in a chilled or live state.

b Sealord is a deepsea business with some catch outside of NZ’s EEZ. The business also operates Petuna, a salmon farming operation in Tasmania (from February 2020 Sealord went from 50% to 100% ownership of this business) and King Reef, a barramundi farming operation in Queensland. The core of the deepsea operation is export of frozen product, either processed on board or at the Nelson factory which also has a coating plant. Most of the salmon is sold domestically within Australia. Sealord also has a retail branded canned salmon and tuna offering in New Zealand.

2. There are only two seafood companies listed on the NZX, being Sanford and New Zealand King Salmon. Both have different operations to Moana New Zealand and Sealord, which makes comparative analysis difficult.

3. The review period was initially impacted by COVID (from January 2020) and then the emergence of inflation. This has impacted both Moana New Zealand and Sealord, and the comparative companies, in different ways and at different pace. As an example, Moana New Zealand’s kōura earnings in the 2020 financial year were significantly eroded as a consequence of the key China market closing down in late January 2020 followed by volatile trading conditions in the second half. The direct import of Australian lobster was

banned by the Chinese authorities from October 2020 which resulted in a significant earnings uplift for NZ lobster exports. This resulted in a significant improvement in Moana New Zealand reported earnings in 2021.

4. Climate related events have also significantly impacted both Moana New Zealand and Sealord earnings (both noted in the annual reports).

a In 2023 Cyclones Hale and then Gabrielle in particular had a significant impact on Tio farm stocks. Sustained low salinity levels in our main farm at Whangaroa as a consequence of significant rainfall during Gabrielle led to high mortalities causing the loss of just under 50% of farm stock. This resulted in sales volumes being down 42% on Plan and 27% lower than the prior year. The Tio division recorded a loss of ($3.1m) compared to the Plan of $1.6m profit. This event also flows through to our 2024 financial year as it will take 18 months or more to rebuild our farm biomass.

b Adverse biological events affected Sealord’s aquaculture businesses in 2022, which caused significantly higher than normal fish mortalities. For Petuna a spike in water temperatures at the Rowella farm, and at King Reef a virus outbreak in the pond system. 56

50. As mentioned earlier in this report, we consider the measure specified in the Māori Fisheries Act of ‘profitability compared with other companies in the industry’, to be a rather crude and blunt measure because there are many other factors that distinguish Aotearoa Fisheries Limited from other fishing companies in Aotearoa New Zealand, not least the relationship and expectations of its shareholders and the requirements of the Māori Fisheries Act which oblige it to balance its commercial objectives with its Treaty Settlement, cultural and sustainability objectives.

51. The Board Chairperson told us57 that for most iwi, Aotearoa Fisheries Limited’s performance would be measured on the size of the dividend the company was able to pay them every year, and that was entirely reasonable. Those other factors, however, should count for something in understanding Aotearoa Fisheries Limited’s performance, and she described them as the ‘other dividends’. These are also described in Aotearoa Fisheries Limited’s 2023 Business Overview as ‘Value beyond a dividend’.

52. On the face of it, considering Aotearoa Fisheries Limited’s levels of profit and dividend payment over the four-year audit period, and ’s independent report, our impression is that the company has performed as well as could be expected given the economic, geopolitical and market challenges or ‘headwinds’, including COVID lockdowns, in the years between 2020 and 2024.

53. We would, however, also observe that Aotearoa Fisheries Limited and the fishing industry at large have faced many ‘headwinds’ over the past four years and is likely to be affected by these and others over the next four years – at the very least, and most certainly beyond. The global markets are no friends to complacency. In this context we note from the company’s new five-year strategy and discussion with leadership that the company clearly understands its challenges and appears to be consolidating and building on its strategy and capabilities for the next strategic audit periods.

Feedback from Iwi

54. We received some feedback from a small number of iwi that Aotearoa Fisheries Limited financial reporting needed to be focussed at a more granular level (as opposed to the level of the aggregated Aotearoa Fisheries Limited business) for iwi to be able to properly assess the company’s commercial performance. They considered that this more granular level of reporting was required so it is clearer how each business comprising Aotearoa Fisheries Limited’s diversified model is actually contributing to the overall commercial performance of the company.

55. Aotearoa Fisheries Limited’s board and management conveyed to us that the company is aware of this view as it was raised at the 2023 Hui-a Tāu/Annual General Meeting, and Aotearoa Fisheries Limited has been taking steps respond to the request accordingly.

56. Ibid at page 17.

57. Interview by Teams with the Board Chairperson and senior management on Friday, 27 September 2024.

56. We also received oral feedback from iwi representatives that there was concern at the quality of Aotearoa Fisheries Limited’s engagement and cooperation with iwi. One iwi source said to us that:

The Limited Partnership (LP) structure that Aotearoa Fisheries Ltd has with PNF is very transparent, encourages iwi to commit their crayfish quota to the partnership, and it’s a ruthlessly efficient business. It operates in a highly risky and quite difficult kind of environment, but its performance is good because it’s focused. It’s got lean overheads and it’s not open to having infrastructure funded outside of the business.

PNF is as close to a virtual business as you can get. It rents in things where it needs them. That’s the model Aotearoa Fisheries Ltd should be applying to paua and to wet fish.

57. But, in holding up that constructive example, this source reported that, ‘There is section in the 2015 review of the structure of Te Ohu Kai Moana (on page 131) outlining “the continuing special case” for Chatham Islands, which was recommended that Aotearoa Fisheries Ltd work with local iwi on this type of venture.’ They observed that Aotearoa Fisheries Limited had not yet acted to operationalise this possibility. While this perspective might be contested by Aotearoa Fisheries Limited, we thought it prudent to raise it given that it was mentioned in the context of direct feedback. It was also combined with the positive examples of direct engagements with iwi proving to be effective.

58. Furthermore, certain iwi feedback preferred more openness and clarity around strategic and financial decisions in Aotearoa Fisheries Limited, especially noting the relative opacity of information supplied to shareholders around the performance of divisions in the company’s span of interests58 and querying decisions around inshore fishing operations. One iwi source stated that, ‘Doubling inshore will result in two possible outcomes – they will either achieve significant economies of scale and therefore start to produce positive cash flows, or they’ll double their losses.’ That source clarified that this perspective about losses in the inshore business was an assumption, as ‘we just don’t know’.

59. We are aware that Aotearoa Fisheries Limited conducts Materiality Assessments on a bi-annual basis (refer to Figure 2 above and the heading in the left-hand column entitled ‘Getting the basics right – we are true to our kaupapa and values’, which notes materiality assessments’ as one means of engaging with shareholders and others).

60. Two materiality assessments have been reported during our audit period, in 2020 and 2022, and a further assessment was conducted in 2024, but yet to be reported. The 2022 assessment report stated that:

‘The assessment is designed to inform the business on what stakeholders believe is most important. Materiality assessment is not a measure of performance; instead, it is a strategic process to weight the importance of critical sustainability issues.’

61. However, we note from discussions with and material provided by Aotearoa Fisheries Limited that the questions for the 2024 materiality assessment have broadened the scope of the exercise. Questions posed to stakeholders, including iwi shareholders, for the 2024 assessment include:

‘In your opinion, do you think Moana is delivering / operating in line with the intention of the Treaty Settlement?

How is Moana’s leadership / governance team placed to ensure long-term value creation through the business? What can the leadership / governance team do better?

How is Moana ensuring economic resilience to continue creating long-term value for its stakeholders?

Especially after experiencing events like Covid-19 and Cyclone Gabrielle, which took a toll on Moana’s performance, and will be prevalent in the future? 59

Thinking about how Moana balances the short-term financial performance with the longterm value creation for all stakeholders, did you have any additional comments about Moana’s performance?

How do you find Moana’s approach to stakeholder engagement? How effective / authentic is the partnership / collaboration with you (or your company)?

What does good look like for Moana? What should Moana have achieved in the next five years?’

62. Although the report for the 2024 Materiality Assessment is yet to be completed, we note that analysis of the responses to these questions could provide some useful insights on some of the measures of the Aotearoa Fisheries Limited’s performance that we are required to consider as part of our audit.

Recommendations

63. Our recommendations are set out below:

63.1. We suggest Aotearoa Fisheries Limited consider how it might work with Te Ohu Kai Moana and the other Kāhui entities in strengthening its evolving and periodically commissioned Materiality Assessment. In saying this, we are conscious that Aotearoa Fisheries Limited is committed to continually reflecting on and improving its Materiality Assessment and to endeavouring to increase shareholder engagement and participation in these periodic Assessments. Each entity has different areas of focus under the Māori Fisheries Act. Having said that, it might be fruitful for the Kāhui to consider possible ways of continually improving engagement in a way that is sensitively attuned to each entity’s purpose, function, core business and associated strategic priorities - but also to the interests of shareholders and what might assist in engaging shareholder opinion. We commend the evolving approach and openness to improvement that the Materiality Assessments illuminate.

63.1. We recommend that Aotearoa Fisheries Limited endeavour to continue to improve its financial reporting so that it is clearer for iwi to see how each division within Aotearoa Fisheries Limited (Ika, Pāua Tūwa me te kai ora, Tio, Koura) is performing individually.

RESPONSE TO THE AUDIT REPORT

MOANA NEW ZEALAND

November 2024

Moana New Zealand Response to the Four-Year Audit Report

The purpose of this paper is to respond to the recommendations pertaining to Aotearoa Fisheries Limited (trading as Moana New Zealand) set out in the four-year audit report dated October 2024, which was prepared by Mark Hickford and Anaru Mill pursuant to section 106 of the Māori Fisheries Act 2004. Two recommendations have been made, which are contained in clause 63.1 and 63.2 of the section relating to the performance review of Moana New Zealand.

Clause 63.1: Shareholder Engagement

Moana New Zealand is on a continuous journey in relation to Materiality Assessment methodology and also in increasing shareholder engagement in these assessments, which has historically been perceived by some as low. We support the consideration of broadening these assessments across the Kāhui entities in a way that aligns with each organisation’s function. We are aware that other entities undertake similar processes, and time efficiencies through amalgamation for our shareholders may positively increase engagement.

Clause

63.2:

Divisional Reporting

We acknowledge that our shareholders desire to understand more clearly the performance of the constituent parts of our business, namely Ika (Inshore finfish), Pāua tūwā me te kai ora (Wild pāua and ready-to-eat meals), Tio (pacific oysters), Pāua Kahurangi (farmed pāua), Kōura (lobster) and Tari Matua (shared services). This also would extend to further breakout of the Sealord business, including deepwater fishing and salmon farming (Petuna).

There are several avenues through which we have provided insight on the overall performance of Moana New Zealand and aspects of divisional performance, namely the Annual Report, Interim Report, Hui-a-tau presentations as well as the online bi-monthly shareholder newsletter, He Pūrongo Kōrero. Moana New Zealand is firmly committed to providing deeper divisional insights that are respectful of any commercial sensitivities through specific communication channels.

Ngā mihi, Steve Tarrant

Tumuaki | Chief Executive

Moana New Zealand

Moana New Zealand

RESPONSE TO THE AUDIT REPORT

TE KĀHUI O TE OHU KAI MOANA/ TE OHU KAI MOANA GROUP

Four-Year Audit 2020–2024: Kāhui Collective Response

Kāhui-wide

Observations

The auditors have commented on the need for ‘ Ensuring a systems lens relevant to the Kāhui o Te Ohu Kai Moana group as a whole’. The Kāhui entities understand this means the need to adopt a strategic perspective that identifies common objectives across the Kāhui and encourages collaboration and ways of working that enhance the achievement of these shared goals. At the same time this perspective needs to be mindful of the autonomy of each entity, their distinct functions, and roles as part of the Māori fisheries settlement and ensure the discrete strategic objectives of the four entities are complementary to, rather than repetitive of or in competition with, each other.

As noted in Te Ohu Kai Moana’s self-assessment, 2020 saw the first meeting of the Kāhui boards and senior executives since the passage of the Act in 2004. Since then, increased collaboration across the Kāhui entities has remained a focus. Te Ohu Kai Moana’s 2020–2021 annual plan included a strategic priority that ‘All Māori fisheries settlement entities work collectively to advance and improve Māori fisheries and achieve positive outcomes for Iwi and Aotearoa in a manner that is publicly understood.’ Te Ohu Kai Moana’s current annual plan includes a KPI that prioritises facilitating ongoing engagement and collaboration across the Kāhui entities, including the development of a Kāhui strategy.

As acknowledged by the auditors, whilst the Kāhui entities were established with the common purpose of advancing the interest of iwi and Māori in the development of fisheries, fishing and fisheries-related activities, each entity also has its own strategic goals. Taken as a whole, these discrete organisational goals come together to achieve the overarching common purpose of the Kāhui, while at the same time delivering against the organisational priorities identified by each entity. The challenge is to ensure the entities are collaborating both at a strategic level but also, where appropriate, at an operational level to maximise effort and resource. This Kāhui collaboration needs to happen externally as well as internally, engaging with iwi in a way which ensures each entity is clear on its role within the Kāhui and how it ultimately contributes to benefiting iwi and Māori.

The auditors have suggested the Kāhui entities explore several options to enhance greater collaboration and complementarity. These include:

• A Kāhui leadership succession strategy. The entities share the auditors’ views regarding the importance of ensuring high-calibre leaders to guide and support Māori fisheries and the entities both now and into the future. The Kāhui also acknowledges that while there are outstanding existing and emerging leaders within Maoridom, there remains overall a paucity of leaders to meet the many and varied leadership roles that exist across Maoridom, including fisheries. The Kāhui acknowledges the exemplary work undertaken by Tapuwae Roa in this space, through its programmes aimed at growing future Māori leaders.

• Coordinating common functions across the Kāhui. The entities concur that one way to increase collaboration and attain efficiencies of scale is through joint resourcing of common functions, as well as the development of clear and transparent common goals at a Kāhui level. Currently finance and other back-office functions are shared across Te Ohu Kai Moana, Te Wai Māori Trust and Tapuwae Roa. In addition, work has already begun on developing a ‘kāhui sensibility’. Te Kawa o Te Moana may help to identify and crystallise shared strategic objectives for both the Kāhui and iwi.

• Collaborating on stakeholder engagement. Te Ohu Kai Moana undertakes an annual iwi survey that could be adapted to capture feedback on the wider Kāhui. This feedback can be used to improve future communications to assist iwi to better understand the interrelated but discrete roles and objectives of each entity within the Kāhui.

Proposed Actions:

Each entity will report back to iwi at the annual general meeting in March 2025 regarding next steps to progress the audit actions, including Kāhui-wide recommendations.

KĀHUI GOVERNANCE ACTIONS

• Entities will continue to work collaboratively, both amongst themselves and with iwi, on the development of Te Kawa o Te Moana.

• Scheduled twice-yearly meetings of the Chairs of each of the Kāhui entities (Te Ohu Kai Moana, Te Wai Māori, Tapuwae Roa, Moana New Zealand, Sealord). These meetings may be in person or by teleconference. The agenda is to cover matters such as priorities for each over coming months, opportunities for engagement with iwi on key matters (such as general meetings, disposal of assets, etc). The entities will share responsibility for the coordination of these meetings.

• Continuing with regular Chair/board/management engagement through Te Ohu Kai Moana board meeting agenda.

• Scheduled once-yearly meetings of directors from all entities with an agreed agenda. These meetings will be coordinated by Te Ohu Kai Moana and will be in person. Generally they will be held after balance date, and will provide an opportunity to present to the wider organisations highlights from the previous year, priorities for the coming year and matters to be presented to iwi (beyond required reporting) at the annual general meeting, typically scheduled for late March.

KĀHUI MANAGEMENT ACTIONS

• Establishing a formal and regular forum (twice-yearly) for the Kāhui CEOs to discuss matters raised at governance fora, and progressing shared initiatives such as:

– improved sharing of information

– improved joint communications

– sharing of services and costs if appropriate.

• Where appropriate, developing joint position statements on matters affecting the fisheries settlement, iwi shareholders or the Kāhui entities.

Response to the 2024 Auditor's Report on Te Kāhui o Te Ohu Kai Moana/ Te Ohu Kai Moana Group

APPENDICIES

APPENDIX B

2024 Audit Terms of Reference

OF TE OHU KAI MOANA TRUSTEE LIMITED, AOTEAROA FISHERIES LIMITED, TE PŪTEA WHAKATUPU TRUSTEE LIMITED, TE WAI MĀORI TRUSTEE LIMITED

Purpose

These terms of reference set out the scope of an independent audit of Te Ohu Kai Moana Trustee Limited (Te Ohu Kai Moana), Aotearoa Fisheries Limited and its subcompanies (AFL), Te Pūtea Whakatupu Trustee Limited (trading as Tapuwae Roa) and Te Wai Māori Trustee Limited (Te Wai Māori) (collectively referred to as the entities) for the audit period 2020–2024.

Māori Fisheries Act 2004

Section 105 of the Māori Fisheries Act 2004 (the Act) requires the entities to independently arrange an audit of their respective entities not later than four years after the commencement of the Act.

Section 106 of the Act requires the entities independently, or two or more jointly, to arrange subsequent audits to be conducted not later than four years after the preceding audit.

There is also a provision under section 106 of the Act that enables 1 or more of the named entities not to conduct a ‘subsequent’ audit. This is not proposed for this audit. Should an entity wish to pursue this provision, Te Ohu Kai Moana must convene a general meeting of Mandated Iwi Organisations (MIO) and Representative Māori Organisations (RMO) and gain approval of at least 75 percent of those present at the general meeting. In the case of AFL, the shareholders of at least 75 percent of the income shares must vote at an annual general meeting not to conduct an audit.

Sections 105–113 of the Act set out the audit requirements.

Scope

1. The general scope of the audit in relation to the entity being audited must consider:

a. the objectives established by the board of directors;

b. the extent that those objectives are consistent with the effective implementation of its duties and functions under the Act;

c. progress made by the board of directors towards achieving the objectives;

d. the policies and strategies established by the board of directors to achieve the objectives and perform the duties and functions of the board and its directors;

e. the effectiveness of the policies and strategies referred to above; and

f. the quality and timeliness of the reporting documents prepared to meet the reporting obligations under the Act or another enactment.

2. In addition to the general scope of the audit, each entity must report on matters pertaining to the specific business of that entity.

3. Te Ohu Kai Moana audit must consider and report on:

a. the progress that it has made towards allocating and transferring settlement assets; and

b. the contribution it has made towards assisting iwi to meet the requirements for recognition as MIO.

4. AFL audit must consider and report on its:

a. performance in meeting its constitutional requirement to work cooperatively with iwi on commercial matters; and

b. commercial performance in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice; and changes in the value of the company.

5. Tapuwae Roa audit must consider and report on its contribution towards promoting education, training and research in relation to Māori involvement in fisheries, fishing and fisheries-related activities.

6. Te Wai Māori Trustee Limited audit must consider and report on its contribution to advancing the interests of Māori in freshwater fisheries.

Objectives

7. The entities will work with the auditor to identify audit objectives. For example, the audit should:

– target key issues and information to ensure findings reflect the current and future-focused duties and functions of each entity;

– build off previous relevant audit findings and recommendations rather than replicating prior audits;

– be managed in a cost-effective manner.

Responsibilities

A. Auditor

Auditor is responsible:

– for the completion of the audits of the entities, including, if necessary, the engagement of a third-party provider to complete the AFL specific audit requirements identified in paragraph 4 of this Terms of Reference;

– to provide to the board of each entity subject to audit, a copy of the written audit report of the findings and recommendations; and

– to provide to the board of Te Ohu Kai Moana a copy of the audit report for AFL, Tapuwae Roa and Te Wai Māori.

B. Individual Entity

Each entity must:

– reach agreement to the Terms of Reference of the audit;

– pay for the cost of the audit of its respective entity;

– ensure that it provides to the auditor at the commencement of the audit all information it believes pertinent to the audit, such as strategic and annual plans, annual reports, board minutes, governance policy, and corporate policies;

– ensure all information requested by the auditor is released in a prompt and timely manner;

– not later than forty working days after receiving the audit report, prepare a plan specifying the actions that it intends to take to address the findings and recommendation of the audit report;

– provide a copy of that plan to Te Ohu Kai Moana;

– include in its next annual report a description of progress it has made in addressing the matters specified in the audit response plan.

Te Ohu Kai Moana must not later than sixty working days after receiving an audit report, distribute to members and alternate members of Te Kawai Taumata, all MIO and to all RMO: the audit report and the audit response plan of each entity, along with any further plan Te Ohu Kai Moana might prepare to address the findings and recommendations of the audit report for AFL, Te Wai Māori and Tapuwae Roa; and

– at its next general meeting following receipt of the audit report, provide for the consideration of the audit report and audit report response plans and any comments received from MIO and RMO on the audit report or any plans.

Management of the Audit

The entities have jointly agreed to appoint Mark Hickford to conduct the 2024 audit.

The Chief Executive of Te Ohu Kai Moana has appointed Tania Heyrick as project manager to oversee the audit process, coordinate external meetings and provide access to administrative support to the auditor as required. The project manager will work closely with AFL, Tapuwae Roa and Te Wai Māori and reach agreement by the commencement of the audit to the:

– terms of reference for the 2024 audit;

– contract for services for the auditor;

– process and timeframe for the audit;

– degree and timelines of access to information for the auditor.

The undertaking of the audit of each entity remains the business of the auditor and the respective entity, although Te Ohu Kai Moana will act as the first point of contact and coordinator for Te Wai Māori and Tapuwae Roa in addition to Te Ohu Kai Moana.

Costs

Each board is responsible for the costs incurred during the audit of its entity. A schedule of the estimated costs for the overall audit is attached to this Terms of Reference and will also be appended to the auditor Contract for Services.

Legal Landscape and the Operating Environment:

Two Cases Determined in 1998 and 2000 Plus Subsequent Cases That Illuminate Certain Possibilities

1. The courts have addressed the implications of the 23 September 1992 deed of settlement and the related Treaty of Waitangi (Fisheries Claims) Settlement Act.

Te Arawa Māori Trust Board & Anor v Attorney-General (High Court, December 2000)

2. In Te Arawa Māori Trust Board & Anor v Attorney-General in December 2000,60 a two-judge High Court in interpreting the meaning of s 9 of the Treaty of Waitangi (Fisheries Claims) Settlement Act, held that ‘any commercial freshwater fisheries rights of Te Arawa no matter how based, have been extinguished by clear and plain statutory language’.61

3. In that case (which was not appealed), Justices Anderson and Paterson construed s 10 of the Treaty of Waitangi (Fisheries Claims) Settlement Act as having a narrower coverage than clause 5.2 of the deed of settlement dated 23 September 1992. Thus, in Te Arawa Māori Trust Board & Anor v Attorney-General, the court analysed clause 5.2, which relates to ‘noncommercial fishing rights and interests’ as encompassing not merely those species falling within the remit of then applicable Fisheries Act 1983 but also those exotic species, including sports fish. The High Court decision stated that: Section 10 does deal with non-commercial fishing of species subject to the Fisheries Act and does not refer to “all fishing rights and interests of Māori [macron not in the original text] other than commercial fishing rights and interests” as does clause 5.2. In this respect s 10 has a narrower ambit than proposed in clause 5.2 of the deed. Sports fish, subject to the provisions of the Conservation Act but not to the provisions of the Fisheries Act, do not come within the provisions of s 10. They were within the ambit of clause 5.2 of the deed. 62

4. This determination and reasoning, dating from 5 December 2000, post-dated the Court of Appeal’s determination in McRitchie v Taranaki Fish and Game Council, 63 a case to which we will return below.

5. In Te Arawa Māori Trust Board & Anor v Attorney-General, however, Justices Anderson and Paterson endeavoured to elicit the policy rationale informing the narrowing of the ambit of clause 5.2 of the deed of settlement dated 23 September 1992 witnessed in the eventual expression of s 10 of the Treaty of Waitangi (Fisheries Claims) Settlement Act. Their judgment recorded that, and it is worth repeating for the purposes of this audit:

The reasoning for this narrowing was explained by the Hon D A M Graham during the second reading of the Treaty of Waitangi (Fisheries Claims) Settlement Bill. He noted that there had been opposition to the effect of the settlement on non-commercial traditional fishing rights, especially those in freshwater fisheries. The Māori rights to those fisheries then had statutory recognition in s 88(2) of the Fisheries Act and in various sections of the Conservation

60. Te Arawa Māori Trust Board & Anor v Attorney-General , High Court, Auckland; 5 December 2000; CP448CO99, Anderson and Paterson JJ.

61. Ibid, at paragraph [23] (emphasis added).

62. Ibid, at paragraph [24].

63. McRitchie v Taranaki Fish and Game Council [1999] 2 NZLR 139 (CA).

Act. It was not the intention of the settlement that non-commercial traditional rights be taken from Māori. The intention was for there to be regulations to clarify what had previously been an unclear position. Further work was required on this issue. Sir Douglas, as he now is, said:

“The Government has decided that the provisions of the Conservation Act should remain unamended. The end result is that there has again been a recognition of the importance to Māori of those traditional rights of a non-commercial nature.”

The retention of the Conservation Act provisions was intended to cover the concern of Māori in respect of traditional rights of a non-commercial nature particularly in the freshwater fisheries area, and cannot be seen as an aid to the interpretation of s 9 of the Settlement Act. We accept the submission of counsel for the Crown that the only fishing interests which ss 9 and 10 of the Court do not cover, are non- commercial fishing interests over species that are not subject to the Fishing [sic] Act.64

6. The foregoing excerpt highlights the ongoing pertinence of the legal interpretative environment for Māori fisheries and the possibilities for strategic and tactical positioning on the part of Te Ohu Kai Moana. For reasons set out in its functions under s 35 of the Māori Fisheries Act, a range of options exist for consideration if it is, say, to further its statutory purpose ‘in relation to fisheries, fishing, and fisheries-related activities’, through ‘act[ing] to protect and enhance the interests of iwi and Māori in those activities’ (as per s 35(1)(b) of the Māori Fisheries Act).

McRitchie v Taranaki Fish and Game Council (Court of Appeal, November 1998)

7. In McRitchie, a five-judge Court of Appeal heard an appeal concerning whether the appellant, Kirk McRitchie, was ‘entitled to invoke as a defence to a charge of fishing for trout [in a freshwater fishery] without a licence that he was exercising a Māori fishing right’. 65 Neither Te Ohu Kai Moana nor the Crown participated in this proceeding. A majority of that Court of Appeal (Justice Thomas dissenting) held that Māori fishing rights under the Conservation Act 1987 did not extend to introduced species subject to the sports fish regulatory regime. Part 5B of the Conservation Act deals with freshwater fisheries. Under s 26ZI of the Conservation Act, it was an offence to take sports fish ‘from any freshwater at any time’ without a relevant licence. This offence was punishable by a fine not exceeding $5,000. That provision still exists in the Conservation Act.

8. Mr McRitchie was member of Ngāti Hine, Ngāti Waikarapa and Ngāti Ruawai hapū. He was charged in the District Court at Whanganui with having committed an offence against s 26ZI(1)(a) of the Conservation Act for taking sports fish (trout) from the Mangawhero River during the open season on 29 January 1995 without a licence. The Mangawhero was within the Taranaki Fish and Game region. Since he was a child, Mr McRitchie had fished in that river for tuna, trout and freshwater crayfish. He considered that he was fishing for food gathering purposes on behalf of his family and had received the authority of the local hapū to do so in accordance with relevant tikanga. Mr McRitchie stated that he had complied with applicable kawa in so fishing. He was a resident of Otoko pā on the banks of the river.

9. In his defence, Mr McRitchie relied on s 26ZH of the Conservation Act, which provides:

26ZH Māori fishing rights unaffected by this Part

(1) Nothing in this Part shall affect any Māori fishing rights.

(2) Subsection (1) does not apply to customary Māori fishing rights with respect to freshwater fisheries within South Island fisheries waters, in respect of which regulations have been made under section 48B, for so long as such regulations remain in force. 66

64. Te Arawa Māori Trust Board & Anor v Attorney-General , High Court, Auckland; 5 December 2000; CP448CO99, Anderson and Paterson JJ at paragraph [24] (emphasis added) (note that macrons have been inserted and were not used in the original text).

65. McRitchie v Taranaki Fish and Game Council [1999] 2 NZLR 139 at 140 (CA).

66. Macrons inserted into original text for typographical consistency throughout this report.

10. McRitchie was held not guilty on that basis in the District Court on 27 February 1997. 67 On appeal to the High Court, a Full Court comprising Justices Neazor and Greig determined ‘that the claimed Māori fishing right in respect of trout was precluded by the legislation existing at the time of introduction of the species and since’.68 The Court of Appeal majority restricted its statutory interpretation role to that carefully circumscribed point, stating that: Accordingly, while acknowledging that there is considerable force in the argument that the facts of a particular case might well establish that a customary fishing right was a right to fish for food in a particular fishery, not confined to a particular species but applying to fish present in the waters, whether indigenous, migratory or introduced, in the result that question does not require discussion on this appeal. 69

11. In dismissing McRitchie’s appeal against the High Court decision, the Court of Appeal majority concluded, ‘In summary, trout are and always have been part of a separate regime exclusively controlled by legislation and the only fishing rights are those available under those provisions [now under the Conservation Act].’70 In dissenting, Justice Thomas preferred a different interpretative conclusion, stating:

Proceeding on the premise for the purposes of argument, however, that the fishing right attaches to the fishery irrespective of the species, I am not prepared to draw an implication that the statutory and regulatory regime which has been established for trout overrides the explicit directions contained in ss 4 and 26ZH of the [Conservation] Act. Something more emphatic is required than an apparently inconsistent regime. Nothing less than express language indicating that Parliament has addressed the question of the abrogation of fundamental rights or interests under the treaty or customary Maori fishing rights and deliberately determined to abrogate those rights is required.71

12. Yet Te Arawa Māori Trust Board & Anor v Attorney-General (5 December 2000) established certain interpretative points regarding the scope of the fisheries settlement, specifically concerning the relationship between the Treaty of Waitangi (Fisheries Claims) Settlement Act and the terms used in the deed of settlement itself. This factor ought to be borne in mind in assessing the legal architecture of the Māori fisheries regime.

13. Notably, Te Ohu Kai Moana was represented by counsel and the Crown was certainly present and its preferred interpretative approaches were squarely contested in open court. Given a quarter century has elapsed since these cases, it is important to note that their underlying reasoning has not been disrupted or challenged discernibly. Yet the possibilities for revisiting seemingly settled or established interpretations cannot be precluded of course.

SHIFTS IN CASE LAW HAVE OCCURRED ACROSS THE PERIOD SUBJECT TO OUR FOUR-YEAR AUDIT

14. Evidently, these earlier cases were determined in a time that predated the jurisprudential shifts that were signalled in, for instance, decisions of the Court of Appeal in Trans-Tasman Resources Limited v Taranaki-Whanganui Conservation Board (judgment delivered on 3 April 2020)72 or the Supreme Court in Trans-Tasman Resources Limited v Taranaki-Whanganui Conservation Board (determination of the appeal issued on 30 September 2021) and Ellis v R (Continuance), 73 decided in October 2022.

15. In Trans-Tasman Resources Limited v Taranaki-Whanganui Conservation Board, Te Ohu Kai Moana participated as one of the first respondents, a grouping comprising at least twelve parties. We were advised that, in the 2024 financial year, Te Ohu Kai Moana participated in the Environmental Protection Authority panel’s reconsideration of the Trans-Tasman Resources Limited marine and marine discharge consents albeit principally to support the

67. Reported at [1997] DCR 446 per Judge Becroft (as he then was).

68. McRitchie v Taranaki Fish and Game Council [1999] 2 NZLR 139 at 142 (CA).

69. Ibid at 147 per Richardson P.

70. Ibid at 154.

71. Ibid at 163 per Thomas J.

72. Trans-Tasman Resources Limited v Taranaki-Whanganui Conservation Board [2020] NZCA 86; [2020] NZRMA 248 (CA).

73. Ellis v R (Continuance) [2022] 1 NZLR 239 (SC).

mandated iwi organisations (or MIO), Te Rūnanga o Ngāti Ruanui and Te Kaahui o Rauru (who were parties to the Supreme Court appeal proceedings). In short, while Te Ohu Kai Moana jointly instructed senior counsel and was represented by separate external counsel in the reconsideration process, its participation was intended to tautoko the rather more intensive engagement of the two MIO parties. This was seen as aligned to an advocacy function that Te Ohu Kai Moana may assume in conjunction with iwi.

16. The court in Ellis was unanimous that, ‘tikanga has been and will continue to be recognised in the development of the common law of Aotearoa/New Zealand in cases where it is relevant’.74 In addition, tikanga ‘also forms part of New Zealand law as a result of being incorporated into statutes and regulations’ and, ‘[i]t may be a relevant consideration in the exercise of discretions and it is incorporated in the policies and processes of public bodies’.75

17. The majority in that Ellis court also observed: The majority judges accept that tikanga was the first law of Aotearoa/New Zealand and that it continues to shape and regulate the lives of Māori. In light of this, the courts must not exceed their function when engaging with tikanga. Care must be taken not to impair the operation of tikanga as a system of law and custom in its own right.76

18. These cases have emerged within the four-year period of this current audit, and we merely note that the legal interpretative environment in which Te Ohu Kai Moana operates has shifted in particular ways not necessarily heralded or even anticipated in 2012 when the last four-year audit was completed.

DIFFERENT TREATY SETTLEMENTS AND FISHERIES – THE VARIABLE REGIMES THAT APPLY

19. For completeness, certain Treaty settlements interact with the fisheries regime in variable ways. We have not traversed these in detail but have pointed out illustrations such as the Te Arawa Lakes (Fisheries) Regulations 2006 in discussions with Te Ohu Kai Moana representatives as part of the audit process. Customary food gathering is regulated pursuant to this secondary legislation. These regulations arose out of the deed of settlement addressing the Te Arawa Lakes historical claims and remaining annuity issues (18 December 2004). To put this settlement redress in context, the Te Arawa Lakes77 had been subject to the conservation fisheries regime (such as the Freshwater Fisheries Regulations 1983).78 The settlement in 2004, which the Te Arawa Lakes Settlement Act 2006 effected in key legal respects, reflected an introduction of freshwater indigenous species into a customised regime that fell within the logics and terminological or conceptual parlance of the fisheries settlement and the notion of customary ‘non-commercial Māori fishing rights and interests’.

20. Clause 11.19 of the deed of settlement provided that the eventual Te Arawa Lakes (Fisheries) Regulations would prevail over the: Fisheries (Amateur Fishing) Regulations 1986 and the Fisheries (Kaimoana Customary Fishing) Regulations 1998 (the 1998 Regulations) insofar as the 1998 Regulations relate to Included Species in the Te Arawa Fisheries Area. Regulation 4 of the 1998 Regulations will be amended accordingly. The Freshwater Fisheries Regulations 1983 continue to apply.

21. Further, the possibilities of customary ‘commercial fishing rights and interests’ becoming relevant were not precluded. In clause 11.20.4 of the deed of settlement for Te Arawa Lakes historical claims and remaining annuity issues dated 18 December 2004, the fisheries redress expressed in the regulations would: ‘enable the Governance Entity to recommend to the Minister of Fisheries that commercial fishing be allowed for some or all Included Species in some or all of the Te Arawa Fisheries Area.’

74. Ibid at paragraph [19].

75. Ibid.

76. Ibid at paragraph [22].

77. Listed as lakes Rotorua, Rotoiti, Ngāhewa, Ngāpouri (or Opouri), Okaro (or Ngakaro), Okataina, Rerewhakaaitu, Rotoehu, Rotomā, Rotomahana, Tarawera, Tikitapu and Tutaeinanga.

78. The Department of Conservation administers this secondary legislation although its provenance lies under the now largely repealed Fisheries Act 1983.

22. The so-called ‘Included Species’ was a defined term under clause 11.16 of the deed of settlement that meant:

(a) […] fish and aquatic life as defined in section 2 of, and managed and administered under, the Fisheries Act 1983 and fish and aquatic life as defined in section 2 of, and managed and administered under, the Fisheries Act 1996;

(b) does not include whitebait, sports fish or unwanted aquatic life, as defined in section 2 of the Fisheries Act 1996;

(c) includes whitebait, any specific whitebait species or any other species that occur in the Te Arawa Fisheries Area, if any such species at any time should come under the management and administration of the Fisheries Act 1996.

23. Under clause 11.21, the deed of settlement stated that, ‘Where the commercial fishing referred to in clause 11.20.4 is allowed it must continue to be administered by the Ministry of Fisheries in accordance with the Fisheries Act 1996’.

24. To the south and west of Te Arawa Lakes, the Taupō Fishing Regulations 2004, which the Department of Conservation administers, point to another bespoke form of regulatory environment that touches on the fisheries context. Again, we stress that these comments are intended as illustrative in the sense that they illuminate the diverse possibilities that Te Ohu Kai Moana might wish to consider in contemplating the regulatory landscape insofar as iwiMāori fishing rights and interests are concerned. We are not proposing to address the merits or otherwise of any particular framework. Rather, the strategic horizon for fisheries under the deed of settlement dated 23 September 1992 and the Treaty of Waitangi (Fisheries Claims) Settlement Act 1992 reveals a range of potential options to explore vis-à-vis not only ensuring the assets of the settlement are insulated or protected from erosion but also reflecting on ways of expanding the reach of the fisheries settlement and maximising or enhancing the value-add of such assets. This represents an element of advancing or enhancing interests and one that could be thought about if the entities of Te Kāhui of Te Ohu Kai Moana are so inclined.

Comment from Te Rūnanga o Ngāi Tahu

Tēnā koe

Te Ohu Kaimoana Group for Four Year Performance Audit

Te Rūnanga o Ngāi Tahu (Te Rūnanga) welcomes the opportunity to provide comment on Te Ohu Kaimoana Group for the Four-Year Performance Audit. This letter incorporates feedback provided by Ngāi Tahu Seafood.

Te Rūnanga o Ngāi

Tahu

Te Rūnanga is statutorily recognised as the representative tribal body of Ngāi Tahu whānui and works to advocate for and protect the rights and interests inherent to Ngāi Tahu as mana whenua. Te Rūnanga is the Mandated Iwi Organisation in the Māori Fisheries Act 2004 and the Iwi Aquaculture Organisation in the Māori Commercial Aquaculture Claims Settlement Act. Te Rūnanga consists of eighteen Papatipu Rūnanga who uphold the mana whenua and mana moana of their rohe. Ngāi Tahu whānui includes over 82,400 registered iwi members. Te Rūnanga is responsible for the wellbeing of all Ngāi Tahu whānui and has an interest in ensuring the best possible systems to support them.

We appreciate the opportunity to engage in this process. Te Rūnanga also appreciates that Te Ohu operates in an at times challenging environment, and that the role of Te Ohu has at times been varied (both through the Fisheries and Aquaculture Settlements). Te Rūnanga acknowledges that the different components of that role require kaimahi to hold a range of at times highly technical skill sets.

Reflection

A key outcome from the 10-year review that was completed in 2014/15 was for Te Ohu Kaimoana (Te Ohu) to act as an advocate on behalf of Mandated Iwi Organisations (MIOs), especially on matters that may challenge or present risk to treaty rights and interests and settlement assets.

Our observation is that Te Ohu has struggled somewhat to align itself to this purpose, however we note the efforts of the current board and new Chief Executive appear to be more focussed on this. One of the arguments for not distributing the investment funds held by Te Ohu (on behalf of MIOs) was to ensure there is a “fight” fund available to support any defence or action that may be required.

Comment on Te Ohu Kaimoana

As noted above Te Rūnanga is answerable to 18 Papatipu Rūnanga, who may hold different views and concerns on kaupapa. There are comparable challenges for Te Rūnanga, and Te Ohu, in managing and providing an overarching korowai for the individual rangatiratanga of Papatipu, or in the case of Te Ohu, iwi. Te Rūnanga acknowledges the inherent challenge in working across multiple iwi and that Te Ohu is often in the middle of a range of views.

At a kaimahi level Te Rūnanga has appreciated the access to Te Ohu kaimahi for discussion on various kaupapa, and where possible information sharing.

Te Rūnanga has however, faced some challenges in working with Te Ohu over the past four years. It is essential that we are open about that to enable an effective audit and healthy relationship moving forward. We believe this to be an opportunity to move toward a better way of working.

Te Rūnanga considers that Te Ohu:

• Is in a position of potential influence and strength due to its ability to advocate for iwi on matters of shared concern or benefit and as the trustee has access to Government and Ministers that iwi might not have.

• Has the ability and role to create efficiencies for iwi by providing solid technical or legal advice on settlement matters which iwi could use as they see fit, or disregard if not of particular relevance.

Appendix D: Comment from Te Rūnanga o Ngāi Tahu

• Should increase engagement with iwi to better understand the granularity of issues they face in areas that are significantly different from when the parameters or Te Ohu where originally agreed to by iwi.

• Must promote good process, including within its own processes and hui.

• Should be available on specific place based kaupapa that may impact on fisheries or aquaculture settlement to support iwi at place, if required and sought by iwi.

• Can sometimes be well placed to assist in facilitating discussion or hui on specific kaupapa when sought by iwi.

• Has the potential to be a central source of professional excellence in technical areas surrounding fisheries and aquaculture settlements.

• Must, at all times, be clear on whether it is delivering benefit and outcomes to iwi.

Reflecting on the above, Te Rūnanga notes that in the past 4 years Te Ohu has demonstrated its ability to deliver on the above by:

• Carrying out its functional role in transferring settlement assets

• Participating in aquaculture settlement negotiations as required including working on modelling.

• Providing introductory materials and held hui with kaimahi to assist in understanding of the Māori Fisheries Amendment Bill, including facilitating hui with all iwi.

• Carrying the weight of the 28N process for iwi.

Where matters have been specific to place with the Ngāi Tahu takiwā, Te Rūnanga has felt it more appropriate to advocate for change, participate in legal or other processes, and generally sought and achieved outcomes for Ngāi Tahu (which often benefit other iwi too) independently from Te Ohu.

This indicates that the role and value add of Te Ohu is not always clear for Te Rūnanga, aside from the four areas identified above. We recognise the role of Te Ohu and reliance of iwi on Te Ohu is likely to differ around the motu. This is fine. Te Rūnanga considers that Te Ohu needs to develop in maturity as an organisation to also recognise that.

Te Rūnanga believes this to be good opportunity to reiterate our desire to work with Te Ohu and for there to be consistent, open, and transparent communication. Working collaboratively and with strong policy expertise on both sides would allow us to collectively hold the Government to account and ensure the fisheries and aquaculture settlements are upheld. It would also ensure that iwi interests are represented and upheld by Te Ohu, as per the terms of the settlements while providing iwi a point of influence in the government policy and decision making.

However, there may be instances where Te Rūnanga has sufficient internal capacity and resourcing to pursue particular kaupapa and we may choose to undertake this with or without Te Ohu. This is our choice to make.

Comment on wider Te Ohu Kaimoana Group

The financial performance of Aotearoa Fisheries Limited (AFL) and Sealord have certainly highlighted a few challenges over the years, but more so in the last 2 – 3 years. We consider this audit needs to carefully look at the how the collaboration is working across the entities to deliver benefit and ownership of fisheries back to iwi. We consider a step up from AFL in this space is required.

We are also interested in this review considering the mission and purpose of Te Wai Māori Trustee Limited and Tapuwae Roa to ensure they remain fit for purpose and delivering benefit to iwi and the Māori fisheries sector.

Nāku noa, nā

Justin Tipa Kaiwhakahaere

cc: tania.heyrick@teohu.maori.nz

TE OHU KAIMOANA Self-Assessment

Kaimoana

Four-year Audit 2020–2024

1.

Introduction

1.1. The passage of the Māori Fisheries Act 2004 (MFA) and the establishment of Te Ohu Kaimoana and other fisheries settlement entities was at a point in the history of the Fisheries Settlement clouded in uncertainty and mistrust. There was little confidence that progress would be made in the allocation and transfer of assets.

1.2. This resulted in the imposition of mechanisms to measure progress and force change if necessary. The four yearly performance audits, the eleven-year review of governance arrangements and restrictions on the disposal of settlement assets, all built into the founding legislation, gave time for the dust to settle on the passage of the Act. These measures were introduced in case progress was too slow or the arrangements previously agreed were no longer fit-for-purpose.

1.3. Fast-forward twenty years, and those same fisheries settlement entities are about to undergo the biggest changes in governance arrangements since the passage of the Māori Fisheries Act, as the entities start to implement the outcomes of the first eleven-year statutory review.

1.4. In preparing the entity submission for Te Ohu Kaimoana, care has been taken to highlight the significant achievements of iwi and Te Ohu Kaimoana since 2020, but also note which areas will change with the implementation of the Māori Fisheries Amendment Act in the future. This is important context. Some of the matters covered in Te Ohu Kaimoana’s performance against its duties and functions under the Māori Fisheries Act will change or will no longer be functions in the future.

1.5. In writing these introductory remarks, it is useful to reflect on progress made since the last four-year audit completed in 2012. At that time, it noted the successful certification of fortyeight of the fifty-seven Recognised Iwi Organisations (RIO) and Mandated Iwi Organisations (MIO), and the transfer of a significant proportion of the ‘population based’ settlement assets and significant effort given to allocation and transfer of ‘coastline based’ settlement assets. As at 2024, there are fifty-eight iwi organisations after Tapuika withdrew from the Te Arawa Joint MIO. Of those, fifty-six are Mandated Iwi Organisations. Te Ohu Kaimoana has continued to support the two remaining RIO to achieve mandated status.

1.6. Preparing this entity submission is a reminder of the extensive and varied nature of statutory responsibilities vested in Te Ohu Kaimoana as a result of the Māori fisheries and aquaculture settlements. The reader will note that the primary focus of this submission relates to Te Ohu Kaimoana’s duties and functions under the Māori Fisheries Act 2004, in accordance with the scope of the audit.

2.

Background to four-year audit

2.1. The Māori Fisheries Act 2004 (MFA) requires Te Ohu Kai Moana Trustee Limited (Te Ohu Kaimoana), Te Wai Māori Trustee Limited (Te Wai Māori), Te Putea Whakatupu Trustee Limited, now trading as Tapuwae Roa (Tapuwae Roa) and Aotearoa Fisheries Limited (AFL) (collectively referred to as the entities) to arrange an audit every four years. In the case of AFL, the audit includes its subcompanies.

2.2. The first four-year audit was completed in 2008 and the second in 2012.

2.3. The Act identifies a procedure whereby an entity might be exempt from conducting a subsequent audit. The approval of 75 percent of MIO and representative Māori organisations at a general meeting convened by Te Ohu Kaimoana is required. In the case of AFL, an audit is not required if the shareholders of at least 75 percent of the income shares vote at an annual general meeting of AFL and do not want to conduct an audit.

2.4. In accordance with Section 106 of the MFA, MIO, RMO and AFL shareholders resolved not to conduct the four-year audits of the entities due in 2016 and 2020. The next four-year audit must be completed by December 2024 and covers the period 2020–2024.

2.5. Sections 105–113 of the MFA prescribe the statutory requirements regarding the four-year audit of the entities. These include appointment of auditors, scope of the audit and the procedure following completion of the audit.

2.6. The audit is of the performance of the entity rather than a financial audit. Considerations include whether each entity’s strategic objectives align with its statutory duties and functions, the progress made toward achieving those objectives, the effectiveness of polices and strategies and the quality of reporting. In addition to the generic issues, there are specific issues that are pertinent to each entity.

3.

Scope of the audit

3.1. The audit is of the performance of the entity rather than a financial audit. Sections 109–111 of the Act specify the scope of the audits.

3.2. The scope includes:

• objectives established by the board

• consistency of objectives with duties and functions

• progress made towards achieving the objectives

• policies and strategies established bythe board to achieve the objective

• effectiveness of policies and strategies

• the quality and timeliness of the reporting documentation.

3.3. In addition to the generic issues, there are specific issues that are pertinent to each entity.

3.4. For Te Ohu Kaimoana, the auditors must consider and report on its:

• progress towards allocating and transferring settlement assets; and

• contribution towards assisting iwi to meet requirements for recognition as MIO.

4.

Purpose, duties, functions and strategic objectives

4.1. The audit assessment links the MFA purpose, duties and functions defined in 2004 with Te Ohu Kaimoana’s objectives for the four years from 1 October 2020 to 30 September 2024.

4.2. Section 32 of the MFA states that the purpose of Te Ohu Kai Moana Trust is to advance the interests of iwi individually and collectively, primarily in the development of fisheries, fishing and fisheries-related activities, in order to:

• ultimately benefit the members of Iwi and Māori generally; and

• further, the agreements made in the Deed of Settlement; and

• assist the Crown to discharge its obligations under the Deed of Settlement and the Treaty of Waitangi; and

• contribute to the achievement of an enduring settlement of the claims and grievances referred to in the Deed of Settlement.

4.3. The detailed duties and functions for Te Ohu Kai Moana are set out in sections 32, 34 and 35 (see appendices for listing the duties and functions of Te Ohu Kai Moana).

4.4. The board’s objectives (named strategic goals) for the first twelve months of the audit period were set out in the annual plan for 1 October 2020 to 30 September 2021. These were:

• All Māori fisheries settlement entities work collectively to advance and improve Māori fisheries and achieve positive outcomes for iwi and Aotearoa in a manner that is publicly understood.

• Iwi have access to a strong pool of talented and skilled Māori fisheries commercial and non-commercial expertise.

• Empowering Māori fisheries policy (commercial and non-commercial) is informed by tikanga Māori and practical ‘on the ground’ realities and experience of customary and commercial fishers. Our fisher’s commercial and non-commercial practices respect tikanga as well as the empowering policy and legal framework which underpin Māori fisheries rights.

• The Māori worldview guarantees of Te Tiriti o Waitangi and the 1992 Fisheries Settlement are understood and respected by government, the New Zealand public and international audiences. A Māori worldview and Tiriti/Treaty rights are fully incorporated into New Zealand’s marine management policies.

4.5. The Te Ohu Kaimoana board approved the current strategic plan, ‘Rima Tau Rautaki 2021–26’, which defines how it will fulfil its purpose. The strategy recognises the change in expectations of iwi, MIO, and Māori groups with interest in fisheries, achievements from 2004 to 2020 and changes in the operating environment.

4.6. The strategic pou set out the board’s objectives:

• Pou Tuatahi

By the end of 2026, we have made transformational changes to the legislative and policy system impacting iwi fishing and our relationship with Tangaroa.

• Pou Tuarua

To ensure 100 percent of our programmes assist in increasing the capability of iwi to determine the management of their fisheries and marine interests.

• Pou Tuatoru

To invest in research and innovation that supports an iwi perspective in fisheries management and their relationship with Tangaroa.

• Pou Tuawhā

To ensure 100 percent of our efforts in protecting the Deed of Settlement have resulted in positive and resilient outcomes for iwi.

4.7. In November and December 2023, Te Kāwai Taumata appointed five new directors to the board of Te Ohu Kai Moana Trustee Limited after the terms of a number of directors expired. In May 2024, the board discussed the strategic priorities for Te Ohu Kaimoana at its annual strategic planning session. The plan was discussed in the context of the current strategic plan and in a broader sense. Amongst other things, the board agreed to certain changes to the strategic plan, including the board objectives outlined in the previous paragraph. To note:

• The board agreed to insert a purpose statement into the strategic plan: We support iwi priorities to protect and enhance our taonga through leadership, advocacy and innovation. This purpose statement will guide future annual plan priorities.

• The board agreed to changes to the Pou to reflect the board’s current thinking:

– Pou Tuatahi - By the end of 2026, we have advocated for transformational changes to the legislative and policy system impacting iwi fishing and our relationship with Tangaroa.

– Pou Tuarua - To ensure our programmes assist in increasing the capability of iwi to determine the management of their fisheries and marine interests.

– Pou Tuatoru - To invest in research and innovation that supports an iwi perspective in fisheries management and their relationship with Tangaroa.

– Pou Tuawhā - To ensure our efforts in protecting the Deed of Settlement have resulted in positive and resilient outcomes for iwi.

• The board also agreed a number of changes to priorities for future annual plans, which will be put to the board for their consideration prior to the start of the new financial year on 1 October.

5.

Self-assessment objectives and methodology

5.1. The objective of the self-assessment is to:

• enable evidence-based discussion with the external auditor.

• provide clarity on the performance, issues and actions Te Ohu Kaimoana took to continue to fulfil its duties (This includes future changes that will lift the level of performance for current activity and respond to new needs.)

• identify opportunities for improvement.

5.2. The approach taken for the self-assessment reflects that:

• Rima Tau Rautaki 2021–2026 has taken stock of the operating environment, historical performance progress made, and has set the direction for five years. The self-assessment is aligned to the achievement of the objectives in the strategy with less focus on performance in 2020–2021, the first year in the audit period.

• Te Ohu Kaimoana has a long-term, intergenerational focus.

• Many of the Te Ohu Kaimoana priority initiatives are delivered over extended timelines and are delivered in complex and changing environments and are often connected with many other initiatives. The nature of the activity also means it can be challenging to set and measure explicit outcome objectives.

• The operating environment is constantly changing. Te Ohu Kaimoana refines its short-term initiatives and activities to ensure it achieves its long-term objectives. This can impact on short-term performance.

• To inform the audit, the assessment needs to connect the performance against the strategic pou objectives with the MFA purpose, duties and functions.

• Information in the existing reports does not need to be duplicated.

• The self-assessment will be followed by direct engagement with the external auditor. Both the self-assessment report and the interviews will inform the external auditor’s conclusions.

5.3. The steps in the self-assessment include:

• Define a consolidated set of duties and functions from the Māori Fisheries Act 2004.

• Align duties and functions with Rima Tau Rautaki 2021–26 and annual plans.

• Validate achievement and collate evidence (objectives, strategies, policy, process, achievement and outcomes as per the audit questions).

• Collate the self-assessment, including gaps, causes, actions and potential improvements.

• Stress test the conclusions.

6.

Self-assessment framework

6.1. The self-assessment requires Te Ohu Kaimoana to assess the achievement of the strategic objectives within the Māori Fisheries Act 2024 context. Specifically, this includes achievement within the duties and functions outlined in the Act.

6.2. Te Ohu Kaimoana’s legislative duties and functions under the MFA are numerous. To assist self-assessment, they have been consolidated into five core groups. The duties and functions have been aligned with the strategic objectives (pou) set by the board during the audit period, which are set in the Rima Tau Rautaki 2021–26. The assessment also considers the objectives and performance against objectives in the annual plans and annual reports relating to the five duties and functions.

6.3. The self-assessment addresses the five audit requirements stated in s 108 of the MFA. For each of the duties and functions, the self-assessment considers the achievements, any causes of achievement gaps, actions taken or planned to address the gaps and future opportunities for improvement. It also considers the overall outcome of the achievements and how these contribute toward delivering the legislative duties and functions of Te Ohu Kaimoana.

6.4. The five duties and functions, aligned with strategic objectives and the audit questions, provide the framework for the self-assessment.

6.5. Consolidated MFA duties and functions: Te Ohu Kaimoana’s legislative duties and functions under the MFA are numerous. To assist self-assessment, the legislative duties and functions have been consolidated into five core groups.

6.6. Objectives established by the board (strategic objectives): The strategic objectives set by the board during the audit period are set in the Rima Tau Rautaki 2021–26. Each of these strategic objectives (pou) have been aligned with the groups of duties and functions. The assessment also considers the objectives and performance against objectives in the annual plans and annual report.

6.7. Audit scope (MFA s.108): The self-assessment addresses the audit requirements stated in s 108 of the MFA.

6.8. Self-assessment: For each of the requirements, the self-assessment considers the achievements, the overall outcome and how these contribute toward delivering the legislative duties and functions of Te Ohu Kaimoana.

6.9. The assessment is presented to inform the independent assessment discussion and report. As such, it does not record all the evidence and does not include the achievements reported in Te Ohu Kaimoana’s annual reports and other documents shared with iwi, MIOs, Māori groups and stakeholders.

Overview of Te Ohu Kaimoana Kāhui

For context, a copy of the Te Ohu Kaimoana Kāhui governance structure has been included below. This is at a level provided for in the Māori Fisheries Act, but it is important to note that a number of subsidiary companies also exist.

1: Strategies, plans and reports

Duties and functions of the organisation as per the Māori Fisheries Act

Plan and report on achievements of duties and functions

Description Plan and report on the activities of Te Ohu Kaimoana that will deliver on Te Ohu Kaimoana’s duties as specified in the Act (This includes actions required to preserve resources for the long-term fulfilment of the purpose, duties, and functions).

Rima Tau Rautaki 2021–26 strategic pou and annual plan alignment

2023 Priority 2: Te Ohu Kaimoana develops a regional approach to our work programme.

2023 Performance: Ensure that iwi understand what we do and that we add value.

2024 Priority 4: Te Ohu Kaimoana is future-focused, and we amplify impact for iwi in oceans.

MFA Section 108 Achieved Comment

Objectives have been established

Objectives are consistent with the duties and functions

Yes Strategies, plans, and reports have aligned the activities of Te Ohu Kaimoana with the agreed purpose and expectations. The plans specify the resources needed to deliver on the purpose and expectations.

Yes

• Te Ohu Kaimoana prepares and communicates plans and reports. Te Ohu Kaimoana plans and reports are aligned with the strategy. The plans and reports comply with the Act and legislation.

• Te Ohu Kaimoana’s reports integrate the group’s strategic, operational and financial performance.

• Te Ohu Kaimoana’s framework of Strategy/Plan/Report is comprehensive and consistent with good practice.

• Te Ohu Kaimoana has reviewed and approved TPW and TWMT plans and reports.

Plans

The 2017–2020 strategic plan saw Te Ohu Kaimoana focus its functions in response to the findings of the review and feedback from iwi during that period. That feedback was gathered from iwi from design thinking workshops, regional and national engagement, a special general meeting of iwi and a response by the then board to refocus Te Ohu Kaimoana’s priorities for the future. In early 2021, with the appointment of a new chief executive, Te Ohu Kaimoana undertook further national and regional engagement with iwi on future priorities, which have informed the current strategic plan (2021–2026).

In early 2020, shortly after a meeting of the kāhui boards where entity directors jointly agreed some shared outcomes and priorities, COVID-19 saw priorities shift to supporting iwi as they sought to sustain their people. During this time, the kāhui chairs and CEOs met monthly to discuss how best to support iwi Māori. Some of the outcomes included provision of fish to whānau (given borders were closed at that time), supporting our companies to retain their staff and operations where possible, and supporting iwi to confirm their rights to continue customary fishing activities where needed. COVID-19 meant that we held the annual general meetings in 2020, 2021 and 2022 online.

Te Ohu Kaimoana organises and facilitates the AGM each year, this typically happens in late March, where iwi receive the annual report to 30 September of the prior year. This is typically in person, but online annual general meetings were held in 2020, 2021 and 2022. Te Ohu Kaimoana complies with constitutional requirements for notifying the general meeting (timing, agenda, to MIO, RIO, RMO, Te Kāwai Taumata) to receive reports from each entity. Each annual report contains a detailed overview of progress against that year’s annual plan, financial statements, and as of FY23/24, a Statement of Service Performance as required by reporting standards. Special General Meetings (SGM) were held in 2020 and 2023, and copies of notice of AGM and SGM, as well as annual reports and minutes of previous AGM and SGM, are available if required.

Te Ohu Kaimoana is required to have a strategic plan and an annual plan. The strategic plan is a five-year plan that sets high-level priorities, and the annual plans are intended to give effect to those priorities with objectives and budgets.

Annual plans

Plans and budgets are prepared annually. Te Ohu Kaimoana approves its plans and budget each year prior to the start of the new financial year. Plans and budgets are prepared by management and ultimately presented to the board for their consideration and approval, after they have been considered by the Audit and Risk Committee. The committee first considers them against some criteria, including rules set out in the IPS, management and mitigation of key strategic risks, including reputational risks, and balancing the expectations of iwi. The Audit and Risk Committee provides feedback to management, who make any required changes, and then recommends the plan for approval by the whole board at a subsequent board meeting. This process occurs in August/September each year before the start of the new financial year from 1 October.

Each annual plan for the audit period contains many objectives and Key Performance Indicators. These are referred to in the corresponding annual reports, where updates are given on progress against KPIs and high-level objectives for that year. For the purposes of the selfassessment, it is not proposed to go into the KPIs in each of the four annual plans, nor our reporting on progress against the KPIs, as they are comprehensively set out in annual plans and corresponding annual reports. Each annual plan has been different to give effect to the strategic direction of the board at that time. For the first year of the audit period (20/21), the annual plan was based on the objectives of the previous strategic plan. The board’s objectives (named strategic goals) for the first twelve months of the audit period were set out in the annual plan for 1 October 2020 to 30 September 2021. These were:

• All Māori fisheries settlement entities work collectively to advance and improve Māori fisheries and achieve positive outcomes for iwi and Aotearoa in a publicly understood manner.

• Iwi have access to a strong pool of talented and skilled Māori fishers with commercial and non-commercial expertise.

• Empowering Māori fisheries policy (commercial and non-commercial) is informed by tikanga Māori and practical ‘on the ground’ realities and experience of customary and commercial fishers. Our fishers’ commercial and non-commercial practices respect tikanga and the empowering policy and legal framework underpinning Māori fisheries rights.

• The Māori worldview guarantees of Te Tiriti o Waitangi and the 1992 Fisheries Settlement are understood and respected by government, the New Zealand public and international audiences. A Māori worldview and Tiriti/Treaty rights are fully incorporated into New Zealand’s marine management policies.

The board’s objectives for subsequent years (21/22, 22/23, 23/24) are set out in the Rima Tau Rautaki (five-year strategy) approved by the Te Ohu Kaimoana board in September 2021. The 21/22 plan is the first annual plan under the current strategy, and as such is aimed at reframing the work of Te Ohu Kaimoana. The current strategic plan was considered by some as a departure from the ‘traditional’ work of Te Ohu Kaimoana, in that it doesn’t have an explicit and primary priority of the fisheries settlement or fisheries management. However, interpreted more broadly, it provides for an increased role for Te Ohu Kaimoana that includes protection of the Deed of Settlement, further priority on building capability of iwi, improving policy and regulatory settings in favour of iwi, and investing in research and innovation.

In addition to the broader scope provided by the strategic plan, in 2022, Te Ohu Kaimoana management engaged professional advisors to discuss the scope of activities that Te Ohu Kaimoana can undertake, and specifically how a change in priorities can be managed while balancing the legitimate expectations of iwi and wider stakeholders. The feedback was that the objectives of the strategic plan and annual plans (to that date) were within the scope of the work Te Ohu Kaimoana can undertake as provided for in our statutory purposes and functions.

Te Ohu Kaimoana has a duty to review and approve the annual plans and budgets for Te Pūtea Whakatupu Trust (Tapuwae Roa) and Te Wai Māori Trust. The reviews have been completed each year. The performance of Te Pūtea Whakatupu and Te Wai Māori Trust is summarised in the Te Ohu Kaimoana annual report. The detailed annual reports of Te Pūtea Whakatupu Trust and Te Wai Māori Trust are reviewed by the board each year at regular meetings of the boards after the end of the financial year. The boards of Te Ohu Kaimoana, Tapuwae Roa and Te Wai Māori meet regularly (through the chairs and CEOs) at each Te Ohu Kaimoana board meeting, which provides the boards an opportunity to discuss highlights and strategic risks.

The future focus for improvement in plans and reports will be on the development of clear and transparent measures of performance and the contribution to long-term integenerational outcomes. The changes in the operating environment, the needs of stakeholders and the work program and the complexity of the project work make it challenging to measure achievement within the 12-month period. The challenges are magnified when measuring the contribution to long-term outcomes.

REPORTING

Annual report –expenditure/activities

Quarterly reporting – prior to 2022, Te Ohu Kaimoana provided a quarterly report to iwi groups on its activities. This was non-statutory performance reporting and was on the activities and highlights of the past quarter.

Regular reporting – in 2023, Te Ohu Kaimoana resumed regular reporting to iwi entities highlighting our activities. This followed each board meeting (roughly six times per annum), and was based on key matters raised in management reporting to the board, albeit with less detail.

POLICIES

Te Ohu Kaimoana has a suite of policies to support our operations, as well as to ensure our compliance with a range of duties and functions.

COMMITTEES

Te Ohu Kaimoana has two formal standing committees, the Audit and Risk Committee and the Remuneration and Appointments Committee. Each has its own membership (Audit and Risk Committee has independent members as well as directors), and each has its own terms of reference. These committees have roles delegated by the board to perform certain functions.

From time to time, the Te Ohu Kaimoana board has established board subcommittees to progress a range of issues, an example of this is the board subcommittee to progress discussions with the Crown to seek changes to the Kermadec Ocean Sanctuary proposal. This delegation of responsibility was for a specific purpose and a specific time and acted to a terms of reference explicit for its purpose.

Effective policies and strategies have been established to achieve objectives

Quality and timely reporting

Yes

APPOINTMENTS TO BOARDS FOR SPECIFIC PURPOSES

Te Ohu Kaimoana appoints directors and staff to several different boards for specific purposes. These are not explicit statutory duties or functions but cover Te Ohu Kaimoana’s fiduciary responsibilities for certain settlement assets. This includes appointments to:

• Te Ohu Kaimoana Portfolio Management Services Limited (a wholly owned company responsible for managing investments and returns on Te Ohu Kaimoana/Tapuwae Roa/Te Wai Māori investment portfolio).

• Charisma Developments Limited (a wholly owned company responsible for holding certain fisheries settlement assets, including Redeemable Preference Shares in Aotearoa Fisheries Limited).

• Te Ohu Kaimoana Development Fisheries Limited (a wholly owned company with a previous focus on development of fisheries, however this has not operated for some years now).

• Te Ohu Kaimoana Custodian Limited (a wholly owned company responsible for holding fisheries settlement investment portfolio).

GLOBAL FISHERIES SCHOLARSHIP TRUST

Te Ohu Kai Moana Trustee Limited is the trustee for the Global Fisheries Scholarship Trust, which was formed as a result of the joint venture arrangement between Aotearoa Fisheries Limited and Nippon Suisan Kaisha (NISSUI). Te Ohu Kaimoana administers funds held by this trust for the benefit of the scholarship, which covers the costs of recipients participating in training in Japan annually. There are no direct links between this scholarship and other scholarships offered by kāhui entities. The Global Fisheries Scholarship and its trust were established in the early 2000s as part of the deal when NISSUI purchased the 50 percent share of Sealord Products Limited from Brierley Investments.

• Te Ohu Kaimoana has comprehensive policies and strategies (processes) for planning and reporting, including engagement with key stakeholders.

• Te Ohu Kaimoana has processes to approve the plans for TPW and TWM.

• TPW and TWMT have separate policies and processes to prepare and approve plans and reports.

Yes

• Plans and reports have been prepared, approved and presented to stakeholders to meet specific timelines.

• The plans and reports are designed to meet International Financial Reporting Standard and all New Zealand legislative requirements.

• The board and management are held to account through the planning and reporting process for the execution of the agreed plan.

• Measures of success are defined in the plans and reported on throughout the year and in the annual report.

2: Advance the interests of iwi in the development of fisheries, fishing and fisheries-related activities

Duties and functions of the organisation as per the Māori Fisheries Act

Advance the interests of iwi in the development of fisheries, fishing and fisheries-related activities

Description The objective of advancing interests includes action to preserve or improve the interest and positive achievement or improved outcome from advancing interests.

Rima Tau Rautaki 2021-26 Strategic pou and Annual Plan alignment

• Pou Tuarua

To ensure 100 percent of our programmes assist in increasing the capability of Iwi to determine the management of their fisheries and marine interests.

• Pou Tuatoru

To invest in research and innovation that supports an iwi perspective in fisheries management and their relationship with Tangaroa.

• Plan 2023 Priority

Transitioning into a shared model of working with Moana New Zealand.

• Plan 2024 Priority 4

Te Ohu Kaimoana is future-focused, and we amplify impact for iwi in oceans.

MFA Section 108 Achieved Comment

Objectives have been established

Objectives are consistent with the duties and functions

Progress has been made towards achieving objectives

Yes

The purpose of Te Ohu Kaimoana is to advance the interests of iwi (individually and collectively) in the development of fisheries, fishing and fishing-related activities.

Yes

Ongoing Changes in the operating environment, the needs of stakeholders and the work programme, and the complexity of the project work make it challenging to measure achievement within each twelve-month period. The challenges are magnified when measuring the contribution to long-term outcomes.

• Te Ohu Kaimoana also has a range of statutory functions under the Māori Commercial Aquaculture Claims Settlement Act 2004, which, while is outside of the scope of this audit, makes up a material proportion of the work that Te Ohu Kaimoana undertakes with and on behalf of iwi, and contributes to our work advancing the interests of iwi in this area.

Te Ohu Kaimoana

• In response to the Crown’s proposal to establish the Kermadec Ocean Sanctuary in 2015, Te Ohu Kaimoana has spent significant time and resource to protect and enhance the interests of iwi in Fisheries Management Area 10 (FMA10), which aligns with the location of the Crown’s Kermadec proposal. Te Ohu Kaimoana considered that the proposal presented significant threats to the rights of iwi under the Māori fisheries settlement. Since 2020, Te Ohu Kaimoana held a number of national and regional discussions with iwi on this matter. This includes significant engagement with iwi, Crown agencies, holding a wānanga with iwi on parts of the sanctuary proposal, extensive discussion at two AGMs and an SGM in June 2023 for iwi to consider their support for the Crown’s amended Kermadec proposal. This particular matter demonstrated the value Te Ohu Kaimoana brought to the protection and advancement of iwi interests in fisheries. In particular, it demonstrated to the Crown and the wider public that Treaty settlement rights exist in that area (by virtue of the Māori fisheries settlement), and that Te Ohu Kaimoana and iwi worked hard to ensure that rights guaranteed under the settlement were preserved, and not eroded or confiscated by the Crown.

• In calling together hui of iwi or kāhui entities, Te Ohu Kaimoana uses a range of methods to contact and involve iwi. The success or effectiveness of our engagement with iwi is influenced by the relationships the board and staff have with iwi leadership and the relevance of matters to iwi. Matters such as the Kermadec Ocean Sanctuary proposal united the views of iwi because it was ultimately considered a confiscation of rights by the Crown without consent or compensation and had an effect on all iwi. Other matters that may only affect a certain geographic area, or a certain class of settlement asset, may not draw in the same interest from iwi (to a hui, or to comment on Te Ohu Kaimoana positions). Te Ohu Kaimoana’s position on certain matters is reflective of a combination of ensuring we have upheld our duties under the Māori Fisheries Act 2004, the protection and enhancement of settlement assets for iwi, engaging with iwi and others to understand different points of view and incorporating feedback from our engagement with iwi and kāhui entities.

• All of the entities are beneficially owned by iwi Māori, either directly or indirectly. It was with that in mind that Te Ohu Kaimoana considered there needed to be conscious efforts made to bring the entities together to discuss how we might advance the interests of iwi in fisheries, aquaculture and the health of the marine and freshwater environments. In 2020, Te Ohu Kaimoana convened the first meeting of the kāhui (group of entities) boards and senior executives since the passage of the Act in 2004. This included all of the directors from Te Ohu Kaimoana, Te Pūtea Whakatupu/Tapuwae Roa, Te Wai Māori, Sealord and Moana/AFL. At that hui, there was agreement across the entities that there are a number of common issues we should collaborate on, including how we will individually and collectively respond to the challenges of climate change, and regular and organised communications between the entities on key matters, which did not exist previously. Te Ohu Kaimoana continues to coordinate meetings of the entities to ensure transparency and mitigate duplication of effort or competing interests. A subsequent hui of entity boards and management was held in September 2023, and a further hui is scheduled for late 2024.

• Further to the matter above, where the entities are working together at a governance level they are also working at a management level. A priority for the last three annual plans has been to transition to a shared model of working with Moana New Zealand. In March 2022, management from both companies met to discuss respective and shared priorities, and since then have been collaborating on a number of pieces of work. The imperative here is to ensure that our entities are aware of each other’s priorities, imperatives and views on certain matters. In some cases, this is understanding where we may or may not align in our positions on certain matters to work in the best interests of iwi shareholders.

• Director on Aquaculture New Zealand – Te Ohu Kaimoana appoints a director to the board of Aquaculture New Zealand, an advocacy body for the aquaculture industry, within which iwi and Māori have significant settlement and investment interests. Te Ohu Kaimoana’s appointment to this board is Craig Lawson, in his capacity as principal advisor at Te Ohu Kaimoana, to take advantage of his knowledge of resource management planning, the aquaculture industry and the aquaculture settlement.

• Director on Seafood New Zealand – Te Ohu Kaimoana appoints a director to the board of Seafood New Zealand Limited, an advocacy body for the fishing industry, within which iwi and Māori have significant interests (settlement interests and investment). For at least ten years, Te Ohu Kaimoana has appointed a director to the board of Seafood New Zealand and assisted in the amalgamation of Seafood New Zealand with the Deepwater Group and Fisheries Inshore New Zealand. This ensures that Te Ohu Kaimoana, on behalf of iwi, has visibility and can participate in industry direction and decision making at a national level. Te Ohu Kaimoana’s appointment to this board is Graeme Hastilow, in his capacity as chief executive of Te Ohu Kaimoana.

• Te Ohu Kaimoana has collated a list of research related to fisheries and oceans. This exercise was to identify knowledge gaps to inform future investment in research and innovation. Te Ohu Kaimoana was also the host of a research project on Tikanga, Te Tiriti o Waitangi and marine governance, principally funded by the Sustainable Seas Science Challenge. This project, know as Tangaroa Ararau commenced in 2021 and was completed in 2024 and involved input from Te Ohu Kaimoana staff, as well as administrative and financial services support.

• Te Hā o Tangaroa and Te Kawa o te Moana – Te Ohu Kaimoana established a collective iwi starting point for an indigenous-led approach to the care of the ocean and unified the strategic approach to a tikanga-based framework. The framework for Te Kawa o Te Moana has been developed in conjunction with iwi through hui and wānanga, identifying five key chapters that describe an indigenous connection to the moana and that influence and inform future work programmes. This was not a specific performance measure for 2022. However, as Te Hā o Tangaroa evolved, Te Ohu Kaimoana recognised a need to develop a kawa to guide our work, which was the genesis for our subsequent work on Te Kawa o Te Moana.

• Hui held with Te Moana a Toi Iwi to develop their understanding of IkaNet has resulted in three more iwi signing up to IkaNet for the use of an online system developed and provided to iwi to support both pataka and issuing customary fishing authorisations.

Effective policies and strategies have been established to achieve objectives

Quality and timely reporting

Yes Te Ohu Kaimoana has a suite of policies to support its operations.

Yes Measures of success are defined in the plans and reported on throughout the year and in the annual report.

3: Deed of settlement

Duties and functions of the organisation as per the Māori Fisheries Act

Assist the Crown in discharging its obligations under the deed of settlement (1992)

Description Section 32 of the Māori Fisheries Act provides that one of the purposes of Te Ohu Kaimoana is to assist the Crown to discharge its obligations under the deed of settlement and the Treaty of Waitangi.

Rima Tau Rautaki 2021–26 strategic pou and annual plan alignment

• Pou Tuawhā: To ensure 100 percent of our efforts in protecting the Deed of Settlement have resulted in positive and resilient outcomes for iwi.

• Pou Tuatahi: By the end of 2026, we have made transformational change to the legislative and policy system impacting iwi fishing and our relationship with Tangaroa.

• 2023 Plan Priority 1. Development of Te Kawa o te Moana (as the guide for the duty).

• 2023 Plan Priority 4. Māori Fisheries Amendment Bill adoption into legislation and implementation.

• 2023 Report Performance 1. Te Ohu Kaimoana is 100 percent compliant with all legislative obligations that govern operations.

• 2023 Report Performance 2. Te Ohu Kaimoana has provided support to iwi and influenced outcomes that protect and enhance the settlement.

• 2023 Report Performance 3: Te Ohu Kaimoana has an influential relationship with the government and stakeholders.

• 2024 Plan Priority 2: Te Ohu Kaimoana is an advocate for iwi in their relationship with the moana.

MFA Section 108 Achieved Comment

Objectives have been established

Objectives are consistent with the duties and functions

Yes

Yes

• Objectives are spread across multiple pou, priorities and focus areas for performance.

• Objectives have been evolving since the establishment of Te Ohu Kaimoana, including over the four-year period.

• Supporting the Crown to discharge its settlement obligations under the deed of settlement and the Treaty of Waitangi has often been implicit in many work programmes over the audit period, rather than explicit. Examples of this are provided below.

Progress has been made towards achieving objectives

Ongoing Te Ohu Kaimoana manages relationships with the Crown to ensure it is effective in securing or advancing rights. This is an ongoing process and can be challenging to measure.

• Responses to Crown consultations – as a part of its general work programme, Te Ohu Kaimoana expends significant resources responding to Crown consultations on matters related to fisheries, aquaculture and the marine environment. A primary focus of this work is to uphold the aquaculture settlement and the fisheries settlement, specifically the commercial and non-commercial components of the settlement. In upholding the settlements, we also take a lens of assisting the Crown to discharge its obligations under the relevant legislation by reminding it of its responsibilities and duties, as well as proposing solutions that may support it to achieve its objectives. Examples of this include Te Ohu Kaimoana’s responses to sustainability rounds administered by the Ministry for Primary Industries, participation in international processes (including with Ministry for Foreign Affairs and Trade, and United Nations Fora) regarding New Zealand’s interest in high-seas fisheries and ensuring there is a settlement component to these and engagement with Ministry for the Environment on its reform of the Resource Management Act.

• Correspondence and meetings with ministers – with the protection and enhancement of the fisheries and aquaculture settlements a priority, Te Ohu Kaimoana has formally corresponded and met with government ministers over the past four years on several matters, including:

– Kermadec Ocean Sanctuary proposal – regarding ongoing discussions between the Crown and Te Ohu Kaimoana on measures to protect the integrity of the fisheries settlement. We also wrote a briefing to the incoming government (which was shared with iwi and kāhui entities) noting our strong preference for the government (Nov 2023 - ) to withdraw the Kermadec Ocean Sanctuary Bill.

– Amendments to the Māori Fisheries Act – regarding our request to see the Māori Fisheries Amendment Bill progressed to give effect to resolutions of iwi as a result of the statutory review of fisheries settlement entities. Te Ohu Kaimoana also wrote to the Minister of Oceans and Fisheries on several technical matters related to the Bill we sought to have changed or clarified. Te Ohu Kaimoana drafted a Supplementary Order Paper to the Bill to confirm the changes sought.

– Amendments to the Māori Commercial Aquaculture Claims Settlement Act – regarding our support for the progression of the Māori Commercial Aquaculture Claims Settlement Amendment Act into law to enable Te Ohu Kaimoana greater discretion to allocate aquaculture settlement assets to iwi.

– Hauraki Gulf Tīkapa Moana Marine Protection Bill – regarding a discussion with the Minister of Conservation on matters specific to the marine protection proposals, including our seeking the removal of a no-compensation clause, and ensuring customary fisheries interests are maintained and not overridden by the minister or Department of Conservation. Te Ohu Kaimoana has drafted amendments to the Bill to uphold the Crown’s obligations under the deed of settlement.

• Promoting legislative change – Te Ohu Kaimoana Trust is the trustee of the Māori fisheries settlement and the Māori aquaculture settlement:

– In 2017, Te Ohu Kaimoana began promoting changes to the Māori Commercial Aquaculture Claims Settlement Act 2004 to enable Te Ohu Kaimoana to allocate aquaculture settlement assets to iwi in regions where some iwi were unable or unwilling to receive them. The specific circumstances for this related to aquaculture settlements in the Bay of Plenty and Northland regions, however, they may become relevant for all regions. Iwi and Te Ohu Kaimoana consider that the Crown has not satisfied its obligations to iwi under this Act until assets are transferred to iwi (through Te Ohu Kaimoana), so in promoting these technical changes Te Ohu Kaimoana was assisting the Crown to discharge its obligations to Iwi. The Māori Commercial Aquaculture Claims Settlement Amendment Act was passed in 2022, and Te Ohu Kaimoana can now use the new provisions of the Act to support those matters outlined above.

– Te Ohu Kaimoana has a broad range of responsibilities under the Act. In addition to promoting amendments to the Act, Te Ohu Kaimoana also assists the Crown to discharge its obligations under that Act by facilitating discussions between the Crown and iwi to achieve regional settlements. These provide for settlement assets to be passed from the Crown through Te Ohu Kaimoana to Iwi Aquaculture Organisations (as provided for in the Act).

– Since 2016, and in response to a statutory review of fisheries settlement entities, Te Ohu Kaimoana and other kāhui entities have also promoted amendments to the Māori Fisheries Act, which is outlined in several Te Ohu Kaimoana documents. Significant investment of resource has been required over many years to progress the amendments, which became law in 2024. As the legislation that gives effect to the deed of settlement between Māori and the Crown, this assists the Crown to discharge its ongoing obligations to Māori.

• Litigation – Te Ohu Kaimoana has led or joined a number of pieces of strategic litigation to protect and enhance the interests of iwi in the contexts of the Māori fisheries settlement. This includes:

– Trans-Tasman Resources Limited (EPA panel reconsideration, 2024). Te Ohu Kaimoana, alongside MIOs (who were parties to the previous lines of appeals to the Supreme Court) remained as submitters in the reconsideration hearing. Te Ohu Kaimoana sought that the application be declined due to its direct impact on the exercise of customary and commercial fishing interests of iwi in that area. Supporting the MIO to oppose the project is consistent with and upholds our purpose under s 32 of the Act.

– Tarakihi (Supreme Court hearing, 2024, but originates from 2019 High Court litigation). Te Ohu Kaimoana was concerned that the 2019 High Court decision would exclude proper consideration of the Māori Fisheries Settlement when making decisions to set total allowable catch under s 13 of the Fisheries Act. Te Ohu Kaimoana’s ongoing involvement was to ensure that decision making for Total Allowable Catch should include consideration of the Māori fisheries settlement and broader cultural concerns including mātauranga Māori and tikanga Māori. Advocating against an interpretation of the Fisheries Act that would enable this exclusion is consistent with and upholds our purpose in safeguarding the Māori Fisheries Settlement, advancing the interests of iwi individually and collectively in the development of fisheries, particularly in order to assist the Crown to discharge its obligation under the deed of settlement and Te Tiriti o Waitangi.

– 28N rights substantive proceedings (High Court, 2024). Te Ohu Kaimoana brought declaratory proceedings against the Attorney General that claimed loss of settlement quota through 28N rights amounts to confiscation, and sought a declaration that the Crown is in breach of the fisheries settlement. It also seeks a declaration that the Crown must compensate for settlement quota lost as a result of 28N rights. Te Ohu Kaimoana is the plaintiff that brought the proceedings, having been unsuccessful to resolve the issue with the Crown outside of court. The proceedings explicitly seek to protect the settlement assets (settlement quota). The proceedings are consistent with and uphold Te Ohu Kaimoana’s purpose under the Act.

– 28N rights interim injunction (High Court, 2024). Te Ohu Kaimoana applied for interim orders to temporarily halt any increase to the total allowable commercial catch for SNA8, pending the High Court delivering its judgment on the substantive proceedings outlined above. Any decision by the minister that increases the catch will mean that extant 28N rights in the SNA8 fisheries will be redeemed and a significant amount of settlement quota will be permanently confiscated from MIOs and Te Ohu Kaimoana. The interim injunction application preserves our position until the court makes a judgment on the substantive hearing.

• Northland proceedings (2022) – This was a plan change appeal under s 14 of Sch.1 of the Resource Management Act relating to marine protected areas under the Northland Regional Plan (Northland Regional Council). This was the first Environment Court proceeding concerning a proposed plan with marine protected areas post the Mōtītī Court of Appeal decision. Te Ohu Kaimoana participated in these proceedings to ensure that the Māori fisheries settlement was a central consideration in the matters before the court. Its concern was that, in making decisions about how to protect the ecology of an area, the fisheries settlement and the perspectives of affected tangata whenua are provided for and that the mechanisms under the RMA and Fisheries Act are considered. MIOs mandated (by way of resolution at a Special General Meeting of Te Ohu Kaimoana in December 2020) Te Ohu Kaimoana to participate in these proceedings on behalf of all iwi to ensure that the court understood the interface between marine protected areas and the Māori fisheries settlement.

• During the 2022 financial year, we engaged with MPI officials to attempt to resolve 28N rights matters. At that time, Te Ohu Kaimoana had two interim injunctions against ministerial decisions that would prevent TACC adjustments, so an attempt was made to reach a ‘settlement’ to resolve the 28N rights matters outside of court. We were unsuccessful in reaching agreement with the Crown.

Effective policies and strategies have been established to achieve objectives

Quality and timely reporting

Yes

Yes • Progress and achievement of objectives are reported. Reporting tends to be qualitative.

• As noted above, many initiatives that assist the Crown to discharge its settlement obligations, as a s 32 purpose of Te Ohu Kaimoana, are implicit in our plans and reporting. This is also reflective of Te Ohu Kaimoana’s focus on outcomes for iwi rather than the Crown.

4: Transferring assets

Duties and functions of the organisation as per the Māori Fisheries Act

Description

Progress towards allocating and transferring settlement assets

Rima Tau Rautaki 2021-26 strategic pou and annual plan alignment

Transfer the assets (AFL) to Māori (MIO) (Includes additional fisheries assets secured through the activities of Te Ohu Kaimoana)

Pou Tuarua. To ensure 100 percent of our programmes assist in increasing the capability of iwi to determine the management of their fisheries and marine interests

MFA Section 108 Achieved Comment

Objectives have been established

YesPartial

Objectives are consistent with the duties and functions Yes

Progress has been made towards achieving objectives

• Specific priority (objective) in annual plans.

• Specific dates are not set for the transfer of settlement assets; they remain an ongoing priority until complete.

• The specific objectives and expected outcomes associated with the transfer of assets are very hard to set.

• A priority for Te Ohu Kaimoana and MIOs is protecting and preserving the value of assets to be transferred.

• Objectives on protecting and preserving the value of assets to be transferred could demonstrate how Te Ohu Kaimoana contributes to the outcomes of its other duties and functions.

Ongoing There were no specific objectives associated with the management of the assets held on a transitional basis; however, the reporting demonstrates progress. Te Ohu Kaimoana makes critical decisions on the assets it will focus on the resources applied to secure and transfer assets.

• Progress on the transfer of assets and rights varies across:

– AFL shares to MIO

– ACE/Quota

– Aquaculture

– Outstanding allocation of fisheries settlement assets (coastline allocation)

– Freshwater.

Effective policies and strategies have been established to achieve objectives

Quality and timely reporting

• Significant progress in earlier years of Te Ohu Kaimoana (93 percent achieved). This remains an important part of our work, however, limited progress has been made during the audit period owing to a number of factors including ongoing disputes between iwi and limited resourcing.

• Supporting iwi to comply with statutory requirements to maintain their MIO status (including Ngāi Tai).

• Supporting iwi to amend respective constitutional documents to ensure compliance with the MFA.

• Supporting the remaining RIOs to become MIOs (Ngāti Tama – hui and engagement with our legal team, Te Whānau a Apanui – review of arrangements provided for in their settlement legislation to exempt themselves from the requirements of the MFA).

• Hui with iwi/kāhui about implementation of MFA (including valuation), which gives rise to the further transfer of assets. Ongoing engagement with kāhui. Hui of iwi in August 2022 and September 2024.

• Te Ohu Kaimoana has undertaken a review of funds held on trust on behalf of iwi and has identified certain monies that can be allocated to iwi now that sufficient evidence has been gathered to verify the source of funds, amounts and recipients. This is expected to be completed in 2024.

• Te Ohu Kaimoana completed a number of functions: It held revenue from disputed ACE sales in trust. Te Ohu Kaimoana is required by law to manage settlement assets until they are transferred to MIOs. It investigated the history of each fund account and produced a board strategy to distribute some historical funds that are ready to be transferred to iwi. We also developed internal procedures to ensure appropriate management of funds.

• Te Ohu Kaimoana undertook its statutory duties related to the management of settlement assets. We completed allocation and transfer of fisheries coastline settlement assets to two Iwi, following a binding arbitration process.

• Te Ohu Kaimoana has run biannual tenders of annual catch entitlement (ACE) to generate revenue for iwi who are either yet to be recognised as a MIO or are involved in a coastline dispute and unable to receive those settlement assets. Iwi are offered an opportunity to receive ACE, and remaining ACE was sold to the market, with revenues held on trust on behalf of iwi until allocation and transfer can occur.

• Te Ohu Kaimoana continues to maintain the Iwi Decisions Register, which is published on the Te Ohu Kaimoana website. This is updated periodically, as required.

Yes • Te Ohu Kaimoana strategies, plans, work plans, policies, processe and resource allocation enable the negotiated transfer of assets.

• The process and strategies vary with each asset.

Yes Te Ohu Kaimoana has effective processes to agree on the initiatives to focus on and the work. Progress and achievement of objectives are reported on.

5: Constitutional/legislative duties related to the appointment of directors to the group entities, and role as corporate trustee

Duties and functions of the organisation as per the Māori Fisheries Act

Constitutional/legislative duties related to the appointment of directors to the group entities, and role as corporate trustee.

Description Governance enables the achievement of purpose, duties and functions (current and future)

Rima Tau Rautaki 2021-26 strategic pou and annual plan alignment

N/A

MFA Section 108 Achieved Comment

Objectives have been established

Objectives are consistent with the duties and functions

Progress has been made towards achieving objectives

Yes

Te Ohu Kaimoana’s responsibility to appoint the directors of AFL, TPW and TWM is incorporated in the respective entity constitutions.

Yes

Ongoing Te Ohu Kaimoana has several wholly owned companies to which it also appoints directors, which are not recognised by the MFA. However, those companies include Te Ohu Kaimoana Custodian Limited, Te Ohu Kaimoana Portfolio Management Services Limited, Te Ohu Kaimoana Development Fisheries Limited, Charisma Developments Limited. Te Ohu Kaimoana maintains a register of board appointments and regularly monitors those appointments. Appointments are made for a term of three years for AFL (maximum of three terms of three years) and for a term of four years for Te Pūtea Whakatupu Trustee Limited and Te Wai Māori Trustee Limited respectively (maximum of two terms of four years).

At the conclusion of a director’s term (irrespective of the entity to which they have been appointed), Te Ohu Kaimoana will work with the relevant entity to agree a process to find/appoint/reappoint a director to that position.

Over the past four years subject to this audit, Te Ohu Kaimoana has made director appointments to all the subsidiary entity boards.

Each of the entities recruit directors in different ways:

• For AFL appointments within the last four years, Te Ohu Kaimoana came to an arrangement with AFL that saw us engage Amy Tea consultants, who ran an external recruitment process to find directors. AFL paid for that process. The interview panel was made up of 50 percent Te Ohu Kaimoana and 50 percent AFL. The final recommendation was put to the Te Ohu Kaimoana board for approval, as required by the Te Ohu Kaimoana constitution.

• Further related to AFL, the Act provides that Te Ohu Kaimoana must appoint the chair of AFL/Moana annually. The board of Te Ohu Kaimoana considers this at their September board meeting, prior to the start of the new financial year from 1 October. There is typically kōrero about the performance of the chair and whether to re-appoint that person.

• For Te Wai Māori appointments in the last four years, Te Ohu Kaimoana has appointed both directors and alternate directors. In late 2020, Te Wai Māori signalled to Te Ohu Kaimoana that one director’s term was up and that the board was also considering appointing a further alternate director. In discussion between the manager of Te Wai Māori and the chief executive of Te Ohu Kaimoana, it was agreed that Te Wai Māori would coordinate the recruitment process and would invite the chair of the Te Ohu Kaimoana Remuneration and Appointments Committee to be part of the interview panel. The final decision on appointment was made by the board of Te Ohu Kaimoana. Since at least 2012, Te Ohu Kaimoana has appointed a member of its own board to the board of Te Wai Māori Trustee Limited.

• In 2022 and 2023, the board of Te Pūtea Whakatupu (Tapuwae Roa) sought approval from the Te Ohu Kaimoana board to appoint alternate directors to the board. Special provisions and resolutions are required for this process to occur, and these are reflected in board papers and minutes that record those decisions.

• For the avoidance of doubt, appointments to Te Ohu Kai Moana Trustee Limited are made by Te Kāwai Taumata, an independent electoral college system with regional representation of iwi and Māori from throughout Aotearoa. As such, it is not a statutory duty of Te Ohu Kaimoana to appoint its own directors.

• The board of Te Ohu Kaimoana must appoint a chair from within its own members for a term not exceeding one year. The board of Te Ohu Kaimoana considers this traditionally at their September board meeting, prior to the start of the new financial year from 1 October. This is accompanied by a board paper that outlines the constitutional requirements and the appointment process.

• Board consideration of group governance fees – in September 2022, the Te Ohu Kaimoana board received and considered a report from the Audit and Risk Committee, supported by independent advice on the level of directors’ fees for Te Ohu Kaimoana, Te Pūtea Whakatupu and Te Wai Māori. The board approved adjustments to director remuneration across the group, effective from 1 October 2022.

The constitutions only require that the board of Te Ohu Kaimoana appoints directors, not alternate directors, or associate directors, though as a courtesy and in the interests of transparency, Te Ohu Kaimoana has been asked in the past to approve the appointment of alternates to those boards.

Effective policies and strategies have been established to achieve objectives

Yes

• Specific expectations are included in the constitution of the organisations.

• Te Ohu Kaimoana has policies and processes for director appointments, including policies and practices in identifying requirements, independent input and due diligence.

• Te Ohu Kaimoana has policies and procedures for conflicts of interest and payments to directors.

• Te Ohu Kaimoana does not have formal policies and strategies (processes) for identifying and developing the capability of future directors, developing the capabilities of the current directors, and reviewing director performance. Reviewing director performance was identified by the board earlier in 2024, and this function has been delegated to the Remuneration and Appointments Committee to progress.

Quality and timely reporting

Yes The audited annual reports include details of meetings, fees and conflicts of interest.

1.

Executive summary

2.

Purpose, duties, functions

2.1. Te Wai Māori Trust (the Trust) and its corporate trustee Te Wai Māori Trustee Limited were established pursuant to the Māori Fisheries Act 2004 (the Act) under sections 92 and 93 respectively. The Trust is a product of the deed of settlement under the Treaty of Waitangi (Fisheries Claims) Settlement Act 1992 and is an entity of Te Ohu Kaimoana (TOKM).

2.2. Te Wai Māori works on behalf of fighty-eight mandated iwi organisations (MIOs), who represent iwi throughout Aotearoa.

2.3. The purpose of Te Wai Māori is to hold and manage the trust funds for and on behalf of the beneficiaries under the Deed of Settlement, in order to advance Māori interests in freshwater fisheries, but not in a manner that could adversely affect the charitable status (if any) of the Trust. This is set out in s 94 of the Act. Protecting Māori interests in freshwater fisheries ultimately means protecting habitat to ensure quality water and abundant species and empowering iwi to uphold their responsibilities regarding freshwater fisheries.79

2.4. The functions of Te Wai Māori are set out in s 95 of the Act. In achieving the purpose of the Trust, Te Wai Māori Trustee Limited must manage the trust funds and distribute the annual trust income for activities that include:

• undertaking or funding research, development and education related to Māori interests in freshwater fishing;

• promoting the protection and enhancement of freshwater fisheries habitat in lakes, rivers and other waterbodies, particularly those that have traditionally supported iwi and whose shores have been the location of marae;

• promoting the establishment of freshwater fisheries; and

• using its resources to bring direct and indirect benefit to Māori in respect of their freshwater fishing interests.

2.5. Under s 97 of the Act, the trust deed requires Te Wai Māori to obtain the approval of TOKM for an annual plan that includes a distribution policy, any investment plan, the budget and any administrative services that have been made available.

2.6. Under s 98 of the Act the directors of Te Wai Māori Trustee Limited are also tasked with making distributions to Māori, mandated iwi organisations, and other Māori organisations for the purpose of Te Wai Māori Trust, subject to any conditions provided for by the trust’s deed. Before making a distribution, the directors must take into account the extent to which:

• A proposal will assist in coordinating and consolidating the activities of the recipients with the activities of agencies involved in freshwater fisheries and habitat management;

• A proposal provides a model that is able to be applied by the groups referred to above;

79. Freshwater fisheries is also defined in s 91 of the Act as ‘any fisheries in freshwater in New Zealand, excluding any sports fishery or unwanted aquatic life or activities conducted under the Freshwater Fish Farming Regulations 1983.’ This has been changed under the Māori Fisheries Amendment Act 2024, which has deleted the following: or activities conducted under the Freshwater Farming Regulations 1983.

• the activities proposed to be undertaken with the distribution are being undertaken by other mandated iwi organisations or agencies; and

• the functions of Te Wai Māori Trustee Limited are being undertaken by other agencies.

3.

Te Wai Māori Trustee Limited Five-Year Strategic Plan 2020–2025

3.1. The Trust developed a strategic plan in 2020 that sets the direction of the Trust for the five years to 30 September 2025. The strategic plan sets out a series of long-term strategic outcomes and strategic priorities that guide the Trust in giving effect to its purpose and functions under the Act.

3.2. The strategic plan identifies four strategic outcomes to advance Māori interests in freshwater fisheries. This means taking a long-term approach to increase iwi and hapū capacity and capability in freshwater fisheries, and it includes their ability to control their freshwater fisheries. The strategic outcomes also focus on promoting indigenous fisheries expertise, knowledge and understanding, and increasing the quality and range of information that is available for iwi and hapū on freshwater fisheries and habitat. Lastly, a key strategic outcome of the Trust is to ensure that freshwater fisheries are abundant, healthy and functioning and are capable of supporting the needs of iwi and hapū.

3.3. In the strategic plan the Trust has set out three strategic priorities to ensure that it is able to support and be a trusted advisor to Māori on freshwater fisheries issues. The priorities are:

a. supporting Māori to build their capacity and capability in freshwater fisheries through contestable and targeted funding for iwi and hapū

b. influence and advocacy

c. shifting the focus from responding to government to developing initiatives for freshwater fisheries and habitat.

3.4. The strategic priorities are set out in more detail below.

4.

Background to four-year audits

4.1. Section 105 of the Act requires Te Wai Māori Trustee Limited to arrange an audit every four years. The first four-year audit was completed in 2008 and the second in 2012. In accordance with s 106 of the Act, shareholders resolved not to conduct the four-year audits due in 2016 and 2020.

4.2. Following the 2008 audit, Te Wai Māori held ten consultation hui with iwi and Māori. These hui responded to the audit team’s recommendation that the Trust reassess its strategic objectives following further consultation with iwi, Māori and other interested parties to achieve a more precise and acceptable definition of the term Māori interests in freshwater fisheries. From these hui, the Trust determined that Māori rights and interests in freshwater fisheries ultimately meant ‘protecting habitat to ensure quality water and abundant species.’80

4.3. Consequently, in its 2009–2010 annual plan, the Trust consolidated its first three focus areas into one ‘habitat protection and enhancement’. The main focus was intended to be on the restoration and health of freshwater fisheries habitats – which is essentially about the management of freshwater. The Te Wai Māori 2010–2011 annual plan signalled its intention to concentrate its major strategic focus on iwi Māori rights and interests in freshwater and was supported by an objective on freshwater fisheries development and advocacy. 81

4.4. The 2008 audit also identified an issue with the Te Wai Māori Board where meetings were being cancelled due to a lack of quorum. In response, alternate directors were appointed and the trust deed was altered to allow alternate director approvals.

80. Page 42, 2012 Auditors’ Report on Te Ohu Kaimoana. 81. As above.

4.5. Today Te Wai Māori has a board of three directors and three alternate directors. The directors are responsible for approving the strategic outlook of the organisation and to ensure the goals and objectives are implemented. Te Wai Māori directors follow a Charter of Corporate Governance, best practice, and a code of ethics. The board comprises Chair Rawiri Faulkner (Ngāti Whakaue, Ngāti Raukawa ki te Tonga, Ngāti Toa Rangatira, Ngai Te Rangi), directors Donna Flavell (Waikato, Ngāpuhi, Ngāti Ruapani) and Pahia Turia (Ngā Wairiki, Ngāti Apa, Whanganui, Ngā Rauru and Ngāti Tuwharetoa). Alongside are alternate directors Erina Watene (Waikato-Tainui, Ngāti Maniapoto, Ngāi Te Rangi), Maria Nepia (Ngāti Tūwharetoa, Rakaipaaka) and Ian Ruru (Te Aitanga ā Māhaki, Ngāti Porou, Ngāi Tai, Te Whakatōhea).

5.

Four-yearly audit requirements

5.1. The four-year audit is focused on the performance of the Trust rather than a financial audit. Sections 105–113 of the Act prescribe the statutory requirements regarding the four-year audit of the entities. These include appointment of auditors, scope of the audit and the procedure following completion of the audit. The four-year audit must be completed by December 2024 and covers the period 2020–2024.

5.2. Section 108 of the Act sets out the general scope of the audit and lists the six performance features, which must be considered and reported on by auditors:

• Objectives established by the board

• Consistency of those objectives with the implementation of the duties and functions of the entity

• Progress made by the board towards achieving the objectives

• Policies and strategies established to achieve the objectives and perform the duties and functions

• Effectiveness of policies and strategies

• The quality and timeliness of the reporting documents prepared to meet the reporting obligations of the Act.

5.3. In addition to the generic issues, there are specific issues that are pertinent to each entity. Te Wai Māori must consider and report on its contribution to advancing the interests of Māori in freshwater pursuant to s 111 of the Act. This is a performance audit to determine if the objectives established have been implemented effectively through policies and strategies over the four-year period 2020 to 2024.

5.4. Te Wai Māori has provided a series of documents to the auditors to provide them with background and context, including annual plans, annual reports, board minutes, quarterly reports and statements of service performance relevant to the four-year audit period.

6.

Self-assessment framework

6.1. As part of the audit, Te Wai Māori is required to prepare a self-assessment submission for the auditor.

6.2. The following table provides a self-assessment of the Trust’s performance using the six performance features in s 108 of the Act against the functions set out in s 95 of the Act.

Self-assessment against duties and functions under the Act

Purpose of Te Wai Māori Trust

Duties and functions of the organisation as per the Māori Fisheries Act

The purpose of Te Wai Māori Trust is to hold and manage the trust funds on trust for and on behalf of the beneficiaries under the deed of settlement, in order to advance Māori interests in freshwater fisheries, but not in a manner that could adversely affect the charitable status (if any) of the Trust.

In achieving the purpose of the Trust, Te Wai Māori Limited must manage the trust funds and distribute the annual trust income for activities that include:

1. undertaking or funding research, development and education related to Māori interests in freshwater fishing

2. promoting the protection and enhancement of freshwater fisheries habitat in lakes, rivers and other water bodies, particularly those that have traditionally supported iwi and whose shores have been the location of marae

3. promoting the establishment of freshwater fisheries

4. using its resources to bring direct or indirect benefit to Māori in respect of their freshwater fishing interests.

Te Wai Māori must also consider and report on its contribution to advancing the interests of Māori in freshwater.

Objectives established

Performance: yes/no/part

Detail

The key strategic outcomes and priorities in the strategic plan align with the duties and functions of the Trust

STRATEGIC OUTCOMES

• Increasing iwi and hapū capacity and capability in freshwater fisheries, and their ability to control their freshwater fisheries.

• Promoting indigenous fisheries expertise, knowledge and understanding.

• Increasing the quality and range of information available to iwi and hapū on freshwater fisheries and habitat.

• Ensuring that freshwater fisheries are abundant, healthy and functioning, and are capable of supporting the needs of iwi and hapū.

STRATEGIC PRIORITIES

• Supporting Māori to build their capacity and capability in freshwater fisheries through contestable and targeted funding for iwi and hapū.

• Influence and advocacy:

– Building political and policy influence.

– Producing and distributing freshwater fisheries research.

– Increasing awareness of the pressures facing freshwater fisheries and their habitat and supporting initiatives that aim to address those issues.

– Building and maintaining key relationships.

– Changing the way government agencies think and talk about the relationship of Māori with their freshwater fisheries, mahinga kai and mātauranga Māori.

• Shifting the focus from responding to government to developing initiatives for freshwater fisheries and habitat:

– Identification of key research objectives by Māori.

– Communications and public relations.

– Jointly developing freshwater fisheries and habitat policy with iwi, hapū and Crown agencies.

Any gaps/opportunities identified, their cause and action taken or planned

• The Māori Fisheries Act 2004 defined ‘freshwater fisheries’ as including the species, habitat, surrounding land, water column and water quality and quantity. Sports fisheries or unwanted aquatic life or activities conducted under the Freshwater Fish Farming Regulations 1983 are excluded from this definition. This definition has been amended under the Māori Fisheries Amendment Act 2024, which has removed the following wording: ‘or activities conducted under the Freshwater Farming Regulations 1983.’ In practice, this may mean a renewed focus on commercial enterprises including establishment of freshwater aquaculture.

Consistency of objectives with the implementation of duties and functions

Performance: yes/no/part

Detail

Yes

The Act sets out the required content to be included in plans and reports. The Five- Year Strategic Plan supported by quarterly reports (to measure performance against annual plans) and annual budgets.

WORK PROGRAMME DETAIL AND OBJECTIVES

• Policy and legislation

Providing better opportunities for the participation of iwi and hapū in resource management decisionmaking processes as they relate to freshwater fisheries and habitat.

• Indigenous freshwater species

Enhance the recognition and status of indigenous species.

• Targeted research

Enhance the health and wellbeing of indigenous fisheries and their habitat through targeted research.

• Supporting iwi and hapū through freshwater funding

Supporting iwi and hapū capacity and capability in freshwater fisheries.

• Māori Freshwater Fisheries Conference/Outreach and relationship building

Promote and share indigenous fisheries expertise, knowledge and understanding.

Performance: yes/no/part

Detail

POLICY AND LEGISLATION

The Trust has been actively supporting the Freshwater Iwi Leaders Group (FILG) and Freshwater Iwi Advisors Group (FIAG) in their engagement on government reform of the Resource Management Act 1991 (RM) and freshwater reforms since 2020 (and prior).

The objective of FILG is to ensure that the rangatiratanga of iwi and hapū guaranteed under Te Tiriti o Waitangi is upheld in the government’s ongoing resource management reform and freshwater review processes, including through the recognition and protection of the proprietary rights and interests and related responsibilities of iwi and hapū in freshwater.

In addition to the above direct engagement with the Crown alongside the FILG, the Trust has advocated for Māori rights and interests in freshwater fisheries on resource management reform through the preparation of submissions on the following kaupapa:

• The National Climate Change Risk Assessment for Aotearoa New Zealand;

• Issues and Options Paper of the RM Review Panel;

• Improving Īnanga/Whitebait Management;

• National Policy Statement for Indigenous Biodiversity;

• Fast Track Approvals Bill;

• Local Government (Electoral Legislation and Māori Wards and Māori Constituencies) Amendment Bill; and

• The Resource Management (Freshwater and Other Matters) Amendment Bill.

Te Wai Māori Trust also made oral submissions to the Environment Committee and Primary Production Committee on the Fast Track Approvals Bill and Resource Management (Freshwater and Other Matters) Amendment Bill.

INDIGENOUS FRESHWATER SPECIES/ TARGETED RESEARCH

The Trust has supported a range of targeted research projects throughout the audit period. The Trust commissioned an in-depth report by NIWA on the Climate Change Vulnerability Assessment of Selected Taonga Species (banded kōkopu, giant kōkopu, īnanga, kōaro, piharau/ kanakana, kātaha, longfin tuna, shortfin tuna,

Yes

Any gaps/opportunities identified, their cause and action taken or planned

• Scope to further progress the shift from responding to government to ‘developing initiatives for freshwater fisheries’. This is an aspect of the five-year research project the Trust has partnered on with Cawthron Institute that could be further focused on in Trust work programmes.

• Scope for greater focus on identifying iwi research objectives.

• Given the current political climate, responding to the government through submissions is likely to continue. There is a need to build in more opportunity for iwi feedback on submissions prepared by the Trust and to share these ahead of submissions closing in order to provide a useful resource for iwi and hapū, in particular, for those with limited capacity.

• The Trust functions with limited staffing capacity (currently 1.8 dedicated FTE – excluding TOKM support services). A recruitment round has recently been conducted and capacity will be increased in FY24–25 with up to 1.6 additional FTE set to be secured (analyst positions). Communications capacity has reduced significantly in recent years with support no longer provided in-house by TOKM and limited external consultant support secured. Scope for the Trust to assess current resourcing and potential need in this area.

• The Trust has had year-on-year budget underspend primarily due to unfilled vacancies (being addressed as above) and through failure of funding recipients to meet deliverable dates and complete funded projects within agreed timeframes with numerous projects ultimately spanning over multiple financial years. Reviews have been undertaken with finance in order to try to more accurately forecast budget needs. However, the unpredictability of these external factors (that is capacity and delivery by recipients) has proven hard to anticipate. A new position has been recruited that will see a permanent employee join the team with a primary focus on administering the Trust’s funding rounds and building relationships with recipients to assist them to successfully deliver their projects. A further review of contract structure (following a 2022 review) is to be conducted for the 2024 Wai Ora funding round to look at options to further fine tune the balance between a reduction in milestones and

kākahi and kōura), supported kanakana research undertaken in Murihiku and supported cultural health monitoring at Kohunui Marae, Pirinoa.

The Trust has partnered with Cawthron Institute on a five-year research project (2024 = year 3) to understand how freshwater fish (including introduced/pest species) are valued across Aotearoa and how fish, their ecosystems and our relationships with them might change into the future. As part of the project, the Trust with Cawthron co-leads a policy working group to develop proposals for institutional and policy reform to improve fish management.

The project is a shift in focus from responding to government to developing initiatives for freshwater fisheries and habitat. This includes identifying fundamental issues in fish governance, investigating alternative governance models and scoping opportunities to align with Te Tiriti o Waitangi and front foot freshwater policy and implementation. The project has been pivotal in building strategic relationships with representatives from DOC, Fish and Game, and rohe partners Te Rūnanga o Arowhenua, Te Arawa Lakes Trust and Ngāi Tahu ki Murihiku, as well as national and international researchers. Trust staff also undertook some preliminary work on commercial eeling and its implications and the use of cultural levers on freshwater mātaitai and taiāpure to protect taonga species.

The Trust has established iwi steering groups Te Mana o Ngā Tuna (focused on short and longfin tuna) and the Piharau/Kanakana steering group to act as advisory groups to the Trust. The groups are supported by Trust staff and as part of this are working to develop and implement the Piharau/Kanakana Strategy and Action Plan and the draft Tuna Strategy and Action Plan. This financial year the Trust funded research in response to concerns raised by Te Mana o Ngā Tuna members around tuna mortalities as a result of downstream migration at dam sites and during drain clearance activities. Jacques Boubee (of Vaipuhi Limited) and Dr Jane Kitson (Kitson Consulting) were contracted to provide best practice consent conditions for fish passage at hydro-electric power plants and best practice drain clearance to mitigate effects on taonga species. It is intended that these tools can be picked up by iwi, councils and community catchment groups and will have a strong education element.

Any gaps/opportunities identified, their cause and action taken or planned

administrative burden while appropriately managing the risk of non-performance. This will entail legal review of draft contracts, with advice sought on contract template structure.

SUPPORTING IWI AND HAPŪ THROUGH FRESHWATER FUNDING

Annual contestable funding rounds have been established to distribute funds to support iwi, hapū and Māori to give effect to their aspirations for their freshwater fisheries. Funding guidelines have been developed that clearly reference and frame the funds around the required funding considerations under the Act (s 98) for the Wai Ora and Tiaki Wai Funds:

Wai Ora Fund

• 2021: 4 recipients (1 further contract terminated), $151,325.41

• 2022: 6 recipients (2 further projects withdrawn by recipients), $161,230

• 2023: 6 recipients, $254,655.20

• 2024: $250,000 of funding made available, the round closed on 17 July – decisions pending Tiaki Wai Fund

• 2020: 4 recipients, $20,000

• 2021: 4 recipients, $20,000

• 2022: 3 recipients, $11,760

• 2023: 1 recipient, $5,000

• 2024: 1 recipient (to date) $5,000

Wai Māori Scholarship

• 2022: 7 recipients and $30,000 distributed

• 2023: 5 recipients, $30,000

• 2024 to be launched this month $40,000 in funding made available

MfE Essential Freshwater (Tangata Whenua) Fund

The Trust has entered into a funding agreement with the Ministry for the Environment on behalf of the National Iwi Chair Forum Pou Taiao (through its Freshwater Iwi Leaders Group).

Fifteen million in funding was secured through the Essential Freshwater Fund to support Iwi Chairs Forum Pou Taiao in developing tangata whenua capability to participate in and respond to the essential freshwater, resource management and local government reforms.

A key part of this funding package will see $12.8 million directly distributed to iwi and hapū through the Te Mātāpuna o te Wai fund, which offers a three-year investment through planning support for Te Mana o te Wai/Taiao system approaches and supporting the capacity of hapū and iwi by resourcing kaimahi (full-time employees).

The Trust is responsible for administering and distributing funds and have engaged Poipoia Limited to manage the funding process and funding agreements with recipients.

Any gaps/opportunities identified, their cause and action taken or planned

Detail

Māori Freshwater Fisheries Conference/Outreach and relationship building

• The Trust is an active and valued contributor on freshwater fisheries for Māori. During the audit period, the Trust delivered two Māori Freshwater Fisheries Conferences in 2022 and 2023. The Māori Freshwater Fisheries Conference has been a huge success and brings together kaitiaki wai, Māori practitioners and whānau Māori from around Aotearoa for two days to hui and wānanga on freshwater taonga and their habitat. The events were attended by between 250 and 300 people.

• The conference is unique as it brings together a broad range of whānau from kaitiaki and kaimahi to Māori practitioners and scientists. The quality and range of kōrero supports the Trust’s strategic outcomes by providing a forum to promote and share indigenous fisheries expertise, knowledge and understanding and increase the quality and range of information available to iwi and hapū on freshwater fisheries and habitat

• Te Wai Māori builds and maintains key relationships with recipients by undertaking hīkoi to meet ā-tinana and tautoko funding recipients and see the mahi being undertaken, as well as establishing meaningful relationships with iwi and hapū research partners, scientists and Crown officials.

Any gaps/opportunities identified, their cause and action taken or planned

Performance: yes/no/part

Detail

GOVERNANCE

• The Trust complies with fiduciary duties set out in the MFA, trust deed and constitution.

• Institute of Directors Board Evaluations undertaken in 2020 and 2022.

• Funds held and managed in accordance with agreed Statement of Investment Policies and Objectives.

• Directors comply with their fiduciary duties, receive ongoing training, maintain a risk management framework, invest funds with MyFiduciary guidance.

• Directors comply with all statutory requirements including reporting and policy development and managing investment portfolio within policies and objectives. This is included as part of the completion of quarterly and annual reports.

Yes

Any gaps/opportunities identified, their cause and action taken or planned

• Review of induction process for new directors including identifying training needs.

• Opportunity for an increased focus on building political and policy influence to raise the profile of the Trust.

• Need for renewed focus on risk management including ensuring the organisation’s risk register is maintained and up to date. Explore with TOKM whether a compliance role (with a focus spanning across the three Kāhui entities) is still intended to be filled.

Policies and strategies established to achieve the objectives and perform the duties and functions.

Performance: yes/no/part

Detail

The outcomes meet the Trust’s purpose and function outlined in s 94 and 95 of the Act. This is detailed above and outlined in the following documents:

• Annual plan and budget approved for each year within the reporting period.

• Wai Ora fund, Tiaki Wai and Wai Māori Scholarship guidelines

• Piharau/Kanakana Strategy and Action Plan

• Tuna Strategy and Action Plan (draft)

• The Trust complies with fiduciary duties set out in the Act, trust deed and constitution.

• Investment Policy Strategy.

• As employees of Te Ohu Kaimoana a suite of employee policies apply to Trust staff:

– Code of conduct

– Office protocols policy

– Tamariki in the workplace policy and procedures

– Document, retention and disposal authority policy

– Fairness and equality policy

– Media policy

– Financial delegations policy

– IT and internet policy

– Email policy

– Social media policy

– Mobile phone policy

– Travel policy

– Koha policy.

Yes

Any gaps/opportunities identified, their cause and action taken or planned

• Explore development of specific policies for:

– Capital expenditure (building on recent legal advice obtained from Whāia Legal) and

– Funding distributions.

Quality and timeliness of the reporting documents prepared to meet the reporting obligations of the Act

Performance: yes/no/part

Detail

Yes

• Management and directors receive regular reports on the performance of Te Wai Māori funds managed by Portfolio Management Services Limited and MyFiduciary (and prior to this by Cambridge Associates).

• Quarterly reports prepared to measure performance against delivery of the annual plan and budget.

• Annual plans to TOKM address distribution policy, investment plan, budget and administrative services (s 97 of the Act).

• Annual reports are provided to TOKM within four months following the end of the previous financial year.

• Monthly financial reports are provided to TOKM against monthly and YTD budgets.

• The Trust provides an overview of yearly progress to iwi at the hui-a- tau/AGM of the Te Ohu Kaimoana Group each year.

Self-Assessment

Preface

Document purpose

This report contains an audit of Te Pūtea Whakatupu Trust (trading as Tapuwae Roa) activity against the purpose, duties, and functions outlined in the Māori Fisheries Act 2004.

This document aims to evaluate the effectiveness and impact of the activities undertaken by Te Pūtea Whakatupu Trust in fulfilling its statutory purpose, duties and functions as outlined in the Māori Fisheries Act 2004. It also identifies areas for improvement and provides recommendations for future actions.

Disclosure and data sources

This report has sourced a diverse range of information to deliver a comprehensive analysis of the Trust’s activities and outcomes. The report is informed by the Trust’s strategic plans, annual plans, and annual reports covering the period from 1 October 2020 to 30 September 2024. The data should be considered indicative, given the time elapsed since its collection and changes in operational processes and data management within this timeframe.

Confidentiality statement

Neither the whole nor any part of this report, nor any reference thereto, may be included in any published document, circular or statement nor otherwise published or disclosed in any way without our written approval of the exact form and context of such publication or disclosure.

Executive Summary

Introduction

This report presents the findings of the four-year statutory audit of Te Pūtea Whakatupu Trust (trading as Tapuwae Roa, referred to as the Trust), evaluating its activities against the statutory purposes, duties, and functions outlined in the Māori Fisheries Act 2004. Covering the period from 1 October 2020 to 30 September 2024, this audit has aligned the Trust’s strategic objectives against its purpose of delivering education, research and training through its statutory duties and functions and has assessed the effectiveness and impact of the Trust’s initiatives in achieving its objectives, has identified areas for improvement and has provided recommendations for future actions.

Findings TRAINING

The Trust’s mandate to promote training for all Māori is closely aligned with its statutory duty and function of funding the development of the skills of Māori, facilitating access of Māori working in or wishing to work in industry, and other activities that are necessary to foster or promote this. While both functions include the fishing industry, this has not been explicitly emphasised in the delivery of the mandate over the audit period.

Over the past four years, the Trust has actively funded the development of Māori skills across various sectors and life stages. A notable example is the significant investment in literacy and numeracy skills for taitamariki through the Ngā Uri Whakatupu programme. From 2019–2023, the Trust funded $5.7 million across two discrete approaches: Te Kete Aronui (North Island) and Te Reo Matatini me te Pangarau (Te Waipounamu). A comprehensive review of Ngā Uri Whakatupu demonstrated that targeted literacy and numeracy programmes significantly benefit ākonga Māori compared to mainstream education, impacting 1,600 tamariki in the review period. A Social Return on Investment analysis calculated the impact multiple for Te Kete Aronui as 1.72, achieving a social impact of over $7 million during its four-year analysis period. Additionally, prior investments in the Māhe Mātauranga science programme for kura kaupapa evidenced further achievements. When the programme ceased due to the global pandemic, the Trust swiftly redirected funding to provide STEM-focused scholarships and initiated funding for the primary school STEM robotics programme, Aquabots.

Towards the end of this audit period, the Trust strategically shifted its focus to developing the economic and entrepreneurial skills of Māori, aiming to achieve the impact outcome of Ōhanga (economic emancipation). This shift included launching the one-day wānanga series, Rakahinonga Roadshows, and the Tupu Accelerator programme. These initiatives provided training to over 200 aspiring Māori entrepreneurs through the roadshows and saw eleven founders complete the ten-week business accelerator programme. Complementing this effort, the Trust is developing a partnership with Te Ara Pōtiki Trust to fund twenty Māori technology entrepreneurs in a global internship programme over the next three years.

In fulfilling the duty of facilitating access for Māori to work in the industry, the Trust funded fourteen Muriwhenua rangatahi to participate in a six-week pilot fisheries training pathway at the Westport Deep Sea Fishing School through its Te Ngake o te Kupenga programme. The current strategy also includes an objective to develop iwi aquaculture futures, and the Trust is working with Muka Tangata Workforce Development Council in reviewing current aquaculture vocational certifications. Discussions are ongoing to establish a comprehensive work programme for this initiative.

RESEARCH

The Trust’s mandate to promote research for all Māori is closely aligned with its statutory duty and function of promoting research and development and other activities that are necessary to foster or promote this. While both functions include the fishing industry, this has not been explicitly emphasised in the delivery of the mandate.

To fulfil this function, the Trust has partnered with iwi organisations, non-profits and educational providers to fund external research and development, as well as to commission primary research projects in targeted areas. Notable projects within the fisheries and science sectors include a stakeholder and landscape analysis for fisheries training aimed at increasing Māori employment in the sector, and a partnership with Te Whānau a Āpanui to fund research into developing a long-term capability strategy for their aquaculture workforce. Within the science sector, the Trust has funded Te Rūnanga o Ngā Kura Kaupapa to develop a climate change curriculum for all kura kaupapa Māori, partnered with Pūhoro STEMM Academy to research the impact of school timetabling on rangatahi STEM engagement and is working with Te Toki Voyaging Trust to establish a Kura Waka Hourua (traditional school for ocean navigation).

Additionally, the Trust commissioned research projects exploring other areas of interest. These include a 2023–24 analysis of systemic barriers for Māori startup founders to the venture capital ecosystem and two reports analysing the impact of COVID-19 on Māori education outcomes and the Māori economy. These publications highlight the inequities Māori face in being resilient to economic shocks and provide further evidence of the need for targeted and interventional education, alongside high-skilled employment opportunities and entrepreneurial support.

EDUCATION

The Trust’s mandate to promote education for all Māori is closely aligned with its statutory duty and function of promoting educational and training programmes, courses, and schemes; promoting the advancement of Māori; and other activities that are necessary to foster or promote this. While these functions include the fishing industry, this has not been explicitly emphasised in the delivery of the mandate.

Throughout this audit period, the Trust has made significant progress in promoting the advancement of Māori through the provision of educational and networking opportunities. The Trust funded the Moko Foundation to deliver the Hawea Vercoe Leadership programme, benefiting sixty-six taitamariki and culminating in a Rangatahi Leadership Summit educating over seventy tamariki across three kura.

Providing education opportunities within the governance sector, the Trust funded three Onboard NZ board placements for tech startup boards, facilitating the professional development of Māori in the tech industry. Furthermore, the completion of the He Tukutuku Koiora strategy and programme design enabled the launch and delivery of a nationwide Māori Associate Directorship programme, with eight Amonuku (associate directors) onboarded and placed on hosting boards. Accompanying this programme as a continuing professional development opportunity, the Trust also delivered the inaugural National Māori in Governance Summit in 2022, attended by 916

delegates, including 830 virtual attendees. This event returned in 2024 as Amorangi and saw 334 attend in-person with 487 taking part virtually. Further educational advancements were made through the Trust’s Hīnatore initiative, co-funding the inaugural Tū Toa: Navigating Māori Success hui, attended by over eighty participants. These programmes, while primarily focused on leadership and governance, have created opportunities for broader educational engagement.

During this audit period, the Trust’s Taitamariki Fund was revamped, introducing the Tonganui Scholarship to support mātauranga and tikanga Māori within the oceans sector, and the Pou Herenga Tangata Award to support rangatahi undertaking leadership roles in their communities, both delivered as annual grants with $180k distributed within this timeframe. Additionally, the Trust pivoted funds from discontinued programmes including the Māhe Mātauranga Award and Te Ngake o te Kupenga award for rangatahi in STEMM. To support alumni of this funding, a support network, Ngā Auahitūroa, was established.

To encourage Māori into higher learning pathways, the Trust collaborated with the Rhodes Trust and Atlantic Institute to fund the inaugural Te Hononga Māori Graduate Study Tour to Oxford University, benefiting two graduates in FY2023. As another education initiative, the Trust also launched the iHono website to reconnect urban Māori to their whakapapa through a database of iwi, hapū and marae. This platform was also utilised to educate and disseminate urgent COVID-19 information during the pandemic.

Lastly, to deliver on the function of promoting the advancement of Māori, significant governance improvements were made, appointing three alternative directors to the legislated three directors and appointing an executive director to oversee operational performance. These initiatives collectively demonstrate the Trust’s commitment to fulfilling its statutory duties, supporting the development and advancement of Māori through targeted educational and leadership programmes, scholarships, and strategic partnerships.

Focus for improvement

The Trust has made significant strides in fulfilling its mandate to promote education, training and research for all Māori. However, there are several areas where targeted improvements can enhance its delivery against its statutory objectives. The Trust can increase targeted investment to develop skills relevant to the fishing industry. This includes increased funding for education and training courses, as well as continuing to fund fisheries-related research. The Trust’s successful fisheries training pathways and programmes should be expanded beyond their pilot stages to ensure sustained development and long-term impact.

More robust data collection and analysis is crucial for accurately measuring outcomes and identifying areas for improvement, facilitating data-driven decision making and effective resource allocation. A more precise understanding of the impact of its initiatives allows the Trust to better tailor its programmes to the needs of the Māori community. Reviewing and optimising resource allocation strategies will help address time and budget constraints, ensuring sufficient funding and support for all key initiatives and programmes. By streamlining processes and focusing resources on high-impact areas, the Trust can enhance its overall efficiency and effectiveness.

Although the Trust offers annual grants and scholarships, these are not explicitly dedicated to tertiary education. While dedicated scholarships for Māori students entering tertiary education would deliver on this statutory function, we note the capital landscape and broadening financial support (such as Māori Education Trust). As such, we continue to target increasing access and opportunities for higher education and higher-skilled employment through focusing on underfunded elements of the learning journey, such as tamariki literacy and numeracy, and participation in STEM – all vital for achieving NCEA level 2 and increasing likelihood of postsecondary school education participation and success. The Trust should target tertiary areas with significant gaps, such as science and engineering, to ensure that Māori students are participating in high-value industries where Māori are drastically underrepresented. Furthermore, building on the success of the Rakahinonga Roadshows and Tupu Accelerator, the Trust should continue to expand its efforts in developing the economic and entrepreneurial skills of Māori. This includes forming strategic partnerships, like with Te Ara Pōtiki Trust, to provide global opportunities.

Conclusion

The Trust’s initiatives have had a substantial positive impact, evidenced by the achievements in literacy and numeracy programmes, leadership and governance training and support for

entrepreneurial ventures. By addressing the identified areas for improvement, the Trust can further enhance its impact and continue to support the educational, economic and social wellbeing of iwi Māori. The recommendations provided in this report aim to support the Trust in its ongoing efforts to achieve its statutory purposes and deliver meaningful outcomes for its beneficiaries.

Introduction

Nau mai, e rarau. Tomokia te whare kōrero o Tapuwae Roa e whakariporipo nei te moana i te reo karanga e pōwhiritia ai koutou.

Since its establishment in 2005, Te Pūtea Whakatupu Trust (the Trust) has discharged its duties through the targeted use of funds to deliver outcomes to Māori. The last four-year audit, as required under s 111 of the Māori Fisheries Act, was in 2008, while the Trust was still in its formative years. Significant progress has been made over the ensuing years within a constantly changing external environment, in what could be described as a period of unbridled Māori progress.

By 2008, prior to the Trust Capital being received, a total of twenty-three Treaty settlements (of varying forms and sizes) had taken place. At the beginning period of this audit, that number had increased to ninety deeds of settlement and c. $2.27bn in settlement value. Te Ōhanga Māori, the Māori economy, was estimated at $69.7bn and growing at twice the rate of the New Zealand economy. This reflection is pertinent to capture the shift in operating context within which the Trust finds itself – one in which the economic heft of Māori has shifted the capital landscape for a comparatively small (c. $25m AUM) charitable trust.

It has been incumbent on the Trust to ensure it not only meets its legislative purpose but contextualises its activities within this landscape to maximise the impact created for every Trust dollar deployed. The result has been a gradual proportional shift away from activities with low specificity towards targeted, deeply considered mahi that delivers to an intergenerational theory of change. The establishment of this long- term horizon refined the Trust’s modus operandum to focus on four pillars of mahi: fund, invest, deliver, advocate.

The Trust, paradoxically, has both the largest remit within Te Kāhui o Te Ohu Kai Moana with, until recently, the smallest operational footprint. Ancillary to the schedule 3 Iwi and schedule 5 Representative Māori Organisations in the Māori Fisheries Act, the Trust has an obligation to all Māori. In particular, as identified in the 2016 High Court decision, the Trust was established as the mechanism to ensure the benefits of the settlement reach those who cannot or do not affiliate with iwi. As such, a large history, and continued focus of the Trust, is targeted at delivery to Māori who live an urban experience or have not connected to their whakapapa.

The Trust’s five-year strategic plan, Te Rautaki, covered 2017–2022, and is a direct reflection of the emphasis highlighted in the 2016 court decision. In particular, it reflects a significant commitment to urban Māori through, among other initiatives, direct funding of Whānau Ora commissioning agencies to undertake literacy and numeracy initiatives in their communities.

As a pre-cursor to the impending strategic reset, the introduction of a Trust Theory of Change in 2020 allowed the structured approach to our mahi, establishing a series of critical success indicators, on our journey to enshrine our approach.

This audit covers a transitional period for the Trust as it completed Te Rautaki, and its incumbent work programmes, and adopted a new strategic plan for FY2022–26 in March 2023. This strategic plan formalised the Theory of Change, and its intergenerational Impact Outcomes, into the Trust’s strategic direction. While we continue to hold fast to our legislated purpose (s 81 Māori Fisheries Act 2004), we maintain that our legislated purpose is our minimum standard. Our extension of this, our spiritual purpose, is the sustenance of Māori identity. For it is through flourishing Māori identity we can enable and accelerate all Māori to their boundless potential.

The shift in operating philosophy is captured elegantly in the adoption of a new name. Te Pūtea Whakatupu describes the Trust’s function – a fund to promote growth. With the promulgation of our Theory of Change, intergenerational impact outcomes, new strategy and doubling down on our

spiritual purpose, it became evident that the Trust’s name, and the primacy on Pūtea, described one chapter in the Trust’s journey. In moving to a new chapter, we were privileged to be gifted the name Tapuwae Roa by Che Wilson. Tapuwae Roa acts as an imperative – to hold tightly to the legacy we received from our forebears and to be judicial in the ripples of impact we create on our way to our aspirational horizons.

Finally, we note the discordance between s 83(b) of the Act and the obligation placed on the auditors by s 111(1) of the Act. While the Trust’s legislated purpose ‘authorises funding for educational and training opportunities, including those that have application or relevance to the fishing industry’, s 111(1) restricts the scope of the audit to solely fishing-related activity.

This inconsistency was previously noted in the 2008 Audit, and for those purposes, the spirit of the more permissive 83(b) interpretation was taken. As a Trust, we continue to deliver to that purpose, and as such, encourage this approach to be considered to maintain consistency with the legislation as well as previous audit approaches.

Terms of Reference

Statutory requirements

The Māori Fisheries Act 2004 (MFA) requires Te Ohu Kai Moana Trustee Limited (Te Ohu Kaimoana), Te Wai Māori Trustee Limited (Te Wai Māori), Te Pūtea Whakatupu Trustee Limited, now trading as Tapuwae Roa and Aotearoa Fisheries Limited (AFL) (collectively referred to as the entities) to arrange an audit every four years.

The next four-year audit must be completed by December 2024 and covers 2020–2024.

Sections 105–113 of the MFA prescribe the statutory requirements regarding the four-year audit of the entities.

Māori Fisheries Act 2004

Section 105 of the Māori Fisheries Act 2004 (the Act) requires the entities to independently arrange an audit of their respective entities not later than four years after the commencement of the Act. Section 106 of the Act requires the entities independently, or two or more jointly, to arrange subsequent audits to be conducted not later than four years after the preceding audit.

Sections 105–113 of the Act set out the audit requirements.

Audit objectives

Section 81 of the MFA states that the purpose of Te Pūtea Whakatupu Trust is hold and manage the trust funds on trust for and on behalf of the beneficiaries under the deed of settlement, in order to promote education, training and research, including matters that relate to fisheries, fishing and fisheries-related activities, but not in a manner that could adversely affect the charitable status (if any) of the Trust.

The objective of the audit is to assess each entity’s performance in accordance with criteria set out in sections 108–111 of the Māori Fisheries Act (see scope of audit).

The audit assesses the ‘extent’ to which the objectives set out by the four Te Ohu Kai Group entities ‘are consistent with the effective implementation of the duties and functions of the entity under the Māori Fisheries Act or any other enactment’ (s 108(b) of the Māori Fisheries Act).

Statutory purpose

Section 81 of the MFA states that the purpose of Te Pūtea Whakatupu Trust is to hold and manage the trust funds on trust for and on behalf of the beneficiaries under the deed of settlement, in order to promote education, training and research, including matters that relate to fisheries, fishing and fisheries-related activities, but not in a manner that could adversely affect the charitable status (if any) of the Trust.

Audit scope

The audit scope detailed in s 111(1) of the MFA states “In the case of Te Pūtea Whakatupu Trustee Limited, an audit must consider and report on the contribution that Te Pūtea Whakatupu Trustee Limited has made towards promoting education, training, and research in relation to Māori involvement in fisheries, fishing, and fisheries-related activities.”

Self-assessment scope

It has been documented in previous audits that the audit scope for Te Pūtea Whakatupu differentiates from the scope of the Trust outlined in the MFA. For the purpose of this audit, a review of Te Pūtea Whakataupu Trust has been carried out against the full scope of service outlined in s 81 of the MFA.

Duties and functions

The detailed duties and functions for Te Pūtea Whakatupu are set out in section 83 (see list at the end of this appendix).

However, for the purpose of this review, the Trust purposes of training, research and education have been aligned with the following functions set out in the Act:

TRAINING

– (ii) funding the development of the skills of Māori, including those relevant to the fishing industry – (v) facilitating access of Māori working in, or wishing to work in industry (including the fishing industry – (vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

RESEARCH

– (iv) promoting research and development by wānanga, universities or other tertiary institutions in New Zealand or overseas

– (vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

EDUCATION

– (i) promoting educational and training programmes, courses and schemes within New Zealand for Māori, with a view to providing educational and training opportunities, including those that have application to the fishing industry

– (iii) promoting the advancement of Māori

– (vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

Strategic objectives

The board’s objectives (named Whāinga) for the first twenty-four months of the audit period were set out in the strategic plan ‘Te Rautaki’ for 1 October 2017 to 30 September 2022. These were:

1. Whāinga 1: Ngā Uri Whakatupu: Future proofing the generation for the 22nd century

2. Whāinga 2: Ngā Ako: Mentoring and governance training for Māori

3. Whāinga 3: Te Honongatanga ki Ngā Rangi Hou: New blue-sky horizons through innovation and research for Māori engagement and growth

4. Whāinga 4: Te Ture Whakahaere: Transforming the Trust through legislative change.

There was a transition period between 1 October 2022 and March 2023 where a new strategy was in development. During this time, the Trust continued to deliver on the existing strategy until the new strategy was formally introduced in March 2023. The new strategy, ‘Five-Year Strategic Plan’, covers the period between October 2022 and September 2027 (initially published as 2023–2027 in error) and is based on a ‘theory of change’ ideology and introduced the following impact outcomes (IO):

1. Angitū: Māori succeeding as Māori

2. Mātauranga: Māori knowledge systems

3. Rangatira: Future leaders with ancient wisdom

4. Tangaroa: Active and reciprocal relationships with Hinemoana and Tangaroa 5. Ōhanga: Economic emancipation.

AUDIT METHODOLOGY

To complete this audit, a desktop review of both strategic plans, their accompanying annual plans and subsequent annual reports has been conducted and analysed against the purpose of Te Pūtea Whakatupu Trust and its statutory functions outlined in the Māori Fisheries Act 2004.

Self-Assessment Objectives And Approach

Objectives

1. Enable evidence-based discussion with the external auditor

2. Provide clarity on the performance, issues, and actions Te Pūtea Whakatupu took to continue to fulfil its duties, including future changes that lift the level of performance for current activity and respond to new needs

3. Identify opportunities for improvement

Approach

The approach taken for the self-assessment reflects the approaches:

• Te Rautaki and the Five-Year Strategic Plan 2022–27 reflect the operating environment, historical performance and progress made on previous objectives and set the Trust’s strategic direction. This self–assessment has aligned the achievements of each of these strategic objectives with the purpose, duties and functions set within the Māori Fisheries Act 2004.

• Te Pūtea Whakatupu has a long-term, intergenerational, impact investment focus in delivering on its purpose.

• Many of the Te Pūtea Whakatupu priority initiatives are delivered over extended timelines in complex and changing environments and are often connected with many other initiatives. The nature of the activity also means it can be challenging to set and measure explicit outcome objectives.

• The operating environment is constantly changing. Te Pūtea Whakatupu refines its short-term initiatives and activities to ensure it achieves its long-term outcomes. This can alter short-term objectives and performance measures.

• Information published and disseminated to stakeholders in the existing governance reports has been condensed for this review. The full context of this information can be found in the individual documents.

• The self-assessment will be followed by direct engagement with the external auditor. Both the self-assessment report and the interviews will inform the external auditor’s conclusions.

The steps in the self-assessment have included:

1. Define the purpose of Te Pūtea Whakatupu according to s 81 of the Māori Fisheries Act 2004.

2. Define the duties and functions from s 83 of the Māori Fisheries Act 2004

3. Align duties and functions within the Act with the strategic objectives outlined in Te Rautaki 2017–2022 and the Five-year Strategic Plan 2022–2027

4. Collate evidence (measure objectives, strategies, process and outcomes as per the audit questions) to validate achievement of statutory purpose, duties and functions

5. Collate the self-assessment, including gaps, causes, actions and potential improvements

6. Provide recommendations based on the evidence provided.

Self-Assessment Framework

The self-assessment requires Te Pūtea Whakatupu to assess the achievement of the strategic objectives within the context of the Māori Fisheries Act 2024.

Specifically, this includes achievement within the duties of functions outlined in the Act. To enable the assessment:

• Strategic objectives have been aligned with the groups of duties and functions. The strategic objectives were set over two strategic plans. For the self-assessment, the strategic objectives are set in Te Rautaki’s 2017–2022 strategy and the Five-Year Strategic Plan for 2022–2027. The assessment also considers the objectives and performance against objectives in the annual plans and annual reports within this reporting period.

• The self-assessment addresses the six key questions in the Four-Year Statutory Audit from 2020 to 2024.

• For each of the critical questions, the self-assessment considers the achievements, any reasons for gaps in achievement, actions taken or planned to address the gaps and future opportunities for improvement.

• The self-assessment considered the evidence to support the conclusion.

• The assessment is presented to inform the independent assessment discussion and report. As such, it does not record all the evidence and does not include all the achievements reported in Te Pūtea Whakatupu annual reports and other documents shared with iwi, RIOs, Māori groups, and stakeholders.

Self-assessment of Duties, Functions and Achievement of Strategic Objectives

Organisational outcomes on the delivery of its statutory purpose, duties and functions

Purpose as per the Māori Fisheries Act Training

Duties and functions as per the Māori Fisheries Act

(ii) funding the development of the skills of Māori, including those relevant to the fishing industry

(v) facilitating access of Māori working in, or wishing to work in industry (including the fishing industry), to

• (A) education and training courses:

• (B) conferences, presentations, and other learning experiences:

2017–2022 Strategic plan objectives and outcomes

Whāinga 1: Ngā Uri Whakatupu: Future proofing the generation for the 22nd century:

• Funded the delivery of Te Kete Aronui literacy and numeracy programme in Te Ika a Maui

• Funded the delivery of Te Reo Matatini me te Pāngarau literacy numeracy programme in Te Wai pounamu

• Funding allocated towards the Māhe Mātauranga science programme in kura kaupapa.

Whāinga 3: New blue-sky horizons through innovation and research for Māori engagement and growth

• Funding Aquabots school robotics programme.

Whāinga 1: Ngā Uri Whakatupu: Future proofing the generation for the 22nd century:

• Te Ngake o te Kupenga: – Developed future of Māori fisheries workforce strategy – Funded Te Aupōuri to deliver pilot rangatahi fisheries training pathway to Westport Deep Sea Fishing School.

(vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v)

Non-applicable

Purpose as per the Māori Fisheries Act Training

Duties and functions as per the Māori Fisheries Act

(ii) funding the development of the skills of Māori, including those relevant to the fishing industry

(v) facilitating access of Māori working in, or wishing to work in industry (including the fishing industry), to

• (A) education and training courses:

• (B) conferences, presentations, and other learning experiences:

2022–2027 Strategic plan objectives and outcomes

Angitū (Māori succeeding as Māori)

• Funded the delivery of Te Kete Aronui literacy and numeracy programme in Te Ika a Maui

• Invested in the delivery of Te Reo Matatini me te Pāngarau literacy and numeracy programme in Te Waipounamu

Tangaroa (active and reciprocal relationship with Hinemoa and Tangaroa)

• Funding Aquabots school robotics programme

Ōhanga (Economic emancipation)

• Delivered a series of Rakahinonga Roadshows (one-day wānanga for Māori entrepreneurs)

• Delivered inaugural Tupu Accelerator – a ten-week business accelerator for Māori startups

• Te Ara Pōtiki: Global internship programme. Partnership in development with Te Ara Pōtiki Trust to fund twenty Māori technology entrepreneurs to take part in a global internship programme over the next three years, increasing Māori representation in the research, science and innovation systems.

Tangaroa (Active and reciprocal relationship with Hinemoa and Tangaroa)

• Iwi Aquaculture Futures: pivoted from strategy driven top-down approach with Te Ngake o te Kupenga work programme to work at a community level and review education systems for aquaculture certification.

(vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v)

Non-applicable

Key performance indicators

• Social return on investment report conducted on Te Kete Aronui found that out of the $4,102,500 invested over four years there was a $7,069,259 social return on investment. (1.72:1). Programme delivered to 385 ākonga across Te Ika a Maui

• Ngā Uri Whakatupu evaluation report provided further evidence of the benefit targeted interventional literacy and numeracy programmes on ākonga Māori, including to 1,600 tamariki over the three-year review period

• Due to disruption caused by the global pandemic, pivoted Māhe Mātauranga funding towards a $5,000 rangatahi grant

• Participating kura from our literacy & numeracy programmes in Te Waipounamu funded to participate in the Aquabots school robotic programme. Further kura to be included in FY24

• 211 registered participants for Rakahinga Roadshows, covering six regions and one online wānanga

• 308 expressions of interest for Tupu Accelerator, 117 registered applications with 11 founders successfully onboarded

• Currently working with Te Ara Pōtiki to develop their programme of work.

Gaps or improvements

• More specific focus towards developing skills of Māori pertinent to the fishing industry

• Funded fourteen rangatahi from Te Aupōuri, participated in six-week fisheries cadetship in Westport

• Work is still underway to develop Iwi Aquaculture Futures pathways.

Non-applicable

• Continue to fund fisheries training programmes beyond pilot stage

Non-applicable

Purpose as per the Māori Fisheries Act Research

Duties and functions as per the Māori Fisheries Act

(iv) promoting research and development by wāna nga, universities, or other tertiary institutions in New Zealand or overseas into (but not limited to)—

• (A) the involvement of Māori in fishing and fisheries- related activities; and

• (B) matters affecting Māori fishing:

(vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

2017–2022 Strategic plan objectives and outcomes

Whāinga 1: Ngā Uri Whakatupu: Future proofing the generation for the 22nd century:

• Te Ngake o te Kupenga: Undertook stakeholder and landscape analysis of educational institutions and their sector-specific offerings for fisheries training to increase Māori employment in the sector, including highly skilled roles and leadership positions

• Te Ngake o te Kupenga: Worked with Te Whānau-a- Āpanui to develop their long-term capability strategy to develop their aquaculture workforce.

Whāinga 3: New blue-sky horizons through innovation and research for Māori engagement and growth

• Funded Puhoro STEMM Academy research into the impact of school timetables on rangatahi STEM engagement.

Non-strategy delivery

• A research report was published analysing the impact of COVID-19 on Māori education outcomes

• A research report was published analysing the impact of COVID-19 on the Māori economy.

2022–2027 Strategic plan objectives and outcomes

Mātauranga (Thriving mātauranga Māori knowledge systems)

• Kura Waka Hourua: Funding to support the establishment of a traditional school for ocean navigation

Tangaroa (Active and reciprocal relationship with Hinemoa and Tangaroa)

• Te Ngake o te Kupenga: Continued to work with Te Whānau-a-Āpanui to develop their long-term capability strategy to develop aquaculture scientists

Ōhanga (Economic emancipation)

• Te Ara Takatū: Pathways for Māori Entrepreneurship. A research report was published analysing the startup ecosystem and investment landscape for Māori founders in Aotearoa.

Angitū (Māori succeeding as Māori)

• Marautanga Āhuarangi developing a climate change curriculum in te reo Māori for use of all kura kaupapa, intending to share with kura ā iwi and kura auraki.

Key performance indicators

• Research with Te Whānau-a-Āpanui generated their aquaculture workforce strategy

• Pūhoro STEMM Academy research now completed and awaiting publishing

• Conducted exploratory discussions with key partners, Te Toki Voyaging Trust, to develop Te Kura Waka Hourua work programme

• Twenty-five Interviews, including fourteen founders and eleven investors/ecosystem support professionals to inform the Te Ara Takatū report. Ninety-five guests invited to the launch of the Te Ara Takatū report, including investors, strategic partners and collaborators.

Gaps or improvements

• Further research to be conducted into matters affecting Māori fishing and the fishing industry.

• Findings of both research reports highlighted the inequities Māori face in being resilient to economic shock. Further evidence towards the need to targeted and interventional education alongside high-skilled employment. Both reports received nationwide media coverage and have been cited in further publications

• Marautanga Āhuarangi development is currently underway.

• Opportunity to follow up on research findings

Purpose as per the Māori Fisheries Act Education

Duties and functions as per the Māori Fisheries Act

(i) promoting educational and training programmes, courses, and schemes within New Zealand for Māori, with a view to providing educational and training opportunities, including those that have application to the fishing industry.

(iii) promoting the advancement of Māori by—

• (A) offering or funding scholarships and grants to enable Māori students to meet the entry requirements of wānanga, universities, or other tertiary institutions in New Zealand or overseas; and

• (B) establishing scholarships and grants, or funding wānanga, universities, or other tertiary institutions in New Zealand to offer scholarships and grants, with a view to encouraging Māori to develop their education and skills.

2017–2022 Strategic plan objectives and outcomes

Whāinga 2: Mentoring and governance training for Māori

• Funded the delivery of the Hawea Vercoe Leadership programme delivered by the Moko Foundation

• Formed a Facebook group and support network for alumni of Trust scholarships, Ngā Auahitūroa

• Funded Onboard NZ, board placements for tech startup boards

• Completed He Tukutuku Koiora strategy and programme design for the delivery of a nationwide Māori Associate Directorship programme

• Delivered inaugural National Māori in Governance Summit 2022

Whāinga 3: New blue-sky horizons through innovation and research for Māori engagement and growth

• Taitamariki Fund: Pivoted from existing Te Mātauranga Te Tuatahi, Te Piringa Te Tuarua, and Te Ao Whānui grants, replaced with two new grants, Tonganui Scholarship and the Pou Herenga Tangata Award

• Working with Rhodes Trust and Atlantic Institute to fund the inaugural Te Hononga Māori Graduate Study Tour to Oxford University in England

• Māhe Mātauranga: Utilised pivoted funding to provide 1 Māhe Mātauranga award to rangatahi in STEMM

(vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

Whāinga 3: New bluesky horizons through innovation and research for Māori engagement and growth

• Launched the iHono website to connect Māori, iwi and hapū through an online database

Whāinga 4 Transforming the Trust through legislative change

• Implement changes to Trust governance structure, introducing three alternate directors to the legislated three directors, and appointed an executive director as operational management

2022–2027 Strategic plan objectives and outcomes

Mātauranga (Thriving mātauranga

Māori knowledge systems)

• Hinatore: Co-funded Tū Toa: Navigating Māori Success hui delivered by Kathie Irwin and Associates

Rangatira (Future leaders armed with ancient wisdom)

• Delivered second Amorangi Māori in Governance Summit 2024

• Pae Hangarau: Continued to fund Onboard NZ board placements for tech startup boards

• Delivered inaugural Māori governance programme, He Tukutuku Koiora

Key performance indicators

• Hawea Vercoe leadership programme delivered to sixty-six taitamariki, including a Rangatahi Leadership Summit attended by over seventy tamariki across three kura

• Worked with Ngā Auahitūroa network to inform design of He Tukutuku Koiora programme

• Onboarded eight Amonuku (Associate Directors) into He Tukutuku Koiora and placed on eight hosting boards

• 2022 National Māori in Governance Summit had 916 registrations with 830 virtual

• Hinātore: Tū Toa 2024 hui saw nine kaikōrero and four round table discussions attended by over eighty

• 2024 Amorangi Māori in Governance Summit had 821 registrations with 487 virtual and 334 in-person

• Funded three Māori board observers with OnBoard NZ

Gaps

or improvements

Directly delivered education and training programmes have been largely focused on leadership and governance training.

Opportunity present to advance training and education in science and areas relevant to fisheries.

Mātauranga (Thriving mātauranga

Māori knowledge systems)

• Tukuoha Fund: Continued to fund the Tōnganui Scholarship to pursue mātauranga and tikanga Māori within the oceans sector

• Te Ara Tiatia Higher Learning Pathways: Funded Te Hononga Māori Graduate Study Tour to Oxford University in England

Rangatira (Future leaders armed with ancient wisdom)

• Tukuoha Fund: Continued to fund the Pou Herenga Tangata Award to support rangatahi towards leadership in their communities

Tangaroa (Active and reciprocal relationship with Hinemoa and Tangaroa)

• Provided funding for 1 Te Ngake o te Kupenga Award

• Awarded nine $10,000 Tonganui Scholarships ($90,000)

• Awarded eighteen $5,000 Pou Herenga Tangata Awardees ($90,000)

• Funded two graduates to attend Te Hononga Oxford Study Tour in October 2023

• Awarded one $5,000 scholarship for Te Ngake o te Kupenga Award

• Awarded one $5,000 scholarship for Māhe Mātauranga

Angitū (Māori succeeding as Māori)

• I-Hono: Continued to host iHono website as an information resource

There are currently no funds specifically dedicated towards reducing barriers for Māori to enter tertiary education.

Could potentially introduce a dedicated tertiary scholarship.

• Pivoted the use of the connecting platform to disseminate urgent and real- time information regarding COVID-19. Appointed Maria Ngawati, Tatiana Greening, Bernie O’Donnell and Naomi Manu as alternate directors and Te Pūoho Katene as Kaihautu (executive director)

Promoting the advancement of Māori is a legislated function that spans most strategic objectives. More work can be done to foster urban Māori connection to their whakapapa to enable prosperous futures.

Statutory Responsibilities As Per Māori Fisheries Act 2024

Purpose of Te Pūtea Whakatupu Trust

The purpose of Te Pūtea Whakatupu Trust is to hold and manage the trust funds on trust for and on behalf of the beneficiaries under the deed of settlement, in order to promote education, training and research, including matters that relate to fisheries, fishing and fisheries-related activities, but not in a manner that could adversely affect the charitable status (if any) of the Trust.

Duties and functions of Te Pūtea Whakatupu Trust

In achieving the purpose of Te Pūtea Whakatupu Trust, Te Pūtea Whakatupu Trustee Limited must:

a) manage the trust funds; and

(b) distribute the annual trust income for activities that include:

(i) promoting educational and training programmes, courses and schemes within New Zealand for Māori, with a view to providing educational and training opportunities, including those that have application to the fishing industry

(ii) funding the development of the skills of Māori, including those relevant to the fishing industry

(iii) promoting the advancement of Māori by—

(A) offering or funding scholarships and grants to enable Māori students to meet the entry requirements of wānanga, universities, or other tertiary institutions in New Zealand or overseas; and

(B) establishing scholarships and grants, or funding wānanga, universities, or other tertiary institutions in New Zealand to offer scholarships and grants, with a view to encouraging Māori to develop their education and skills

(iv) promoting research and development by wānanga, universities or other tertiary institutions in New Zealand or overseas into (but not limited to):

(A) the involvement of Māori in fishing and fisheries-related activities; and

(B) matters affecting Māori fishing

(v) facilitating access of Māori working in, or wishing to work in industry (including the fishing industry), to

(A) education and training courses:

(B) conferences, presentations and other learning experiences

(vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

Strategic Objectives Established By The Board

Te Rautaki: 1 October 2017–30 September 2022

Te Whainga Tuatahi: Nga Uri Whakatupu: Future proof the next generations for the 22 nd century

Te Whainga Tuatahi is the first of the four key cornerstones for the Trust’s strategy to 2022. This Whainga places its gaze and investment firmly on what the Trust can do to ensure Nga Uri Whakatupu - Our Next Generations are prepared, ready and at the leading edge of the 22nd century. It is through this Whainga that we have designed a multidimensional platform for literacy and numeracy. This platform is;

• Tahi: Numeracy and literacy programmes directly to Māori in years 1–8

• Rua: Digital literacy in years 1–8

• Toru: Science and Engineering literacy and numeracy

Te Whainga Tuarua: Nga Ako: Mentoring and governance training for Māori

Te Whainga Tuarua is the second of the four key cornerstones. Today more than ever we face economic, social and spiritual challenges due to changes in the fabric of our society and economy. This has created distance for Māori to actively engage in their own kaiapa. Where country towns were thriving, communities today face the reality of having had many or their whānau move to cities and larger neighbouring towns. Over the past thrity years, Māori have moved overseas in search for better opportunities.

Whainga Tuarua Nga Ako is how the Trust will work and join with partners to support education pathways for taitamarki in mentoring and governance training.

• Tahi: Regional Māori mentoring programme

• Rua: National Māori mentoring programme

• Toru: Governance leadership design and training

Te Whainga Tuatoru: Te Honongatanga Ki Nga Rangi Hou: New blue-sky horizons through innovation and research for Māori engagement and growth.

Te Whainga Tuatoru is the third key goal for the Trust. This Whainga is at the heart of the vision as we prepare the organisation and Māori for the 22nd century. The Trust is tasked to invest in ‘new thinking opportunities in research and development as it takes the bold step forward of ‘Nga Rangi Hou’ for Māori development and transformation. It is here that we ask the questions of ‘What will our future look like and how can we get there?’

• Tahi: Develop a i-Hono app that allows whānau to connect tools for Māori, hapū, iwi and MIO

• Rua: New Māori industries in the 22nd century

• Toru: Whānau Development Fund for approved funders with TPWT to extend service delivery

• Wha: Evaluation of investment programmes of TPWT over the service periods as contracted

• Rima: The business case for fund drawdown of $5m

Te Whainga Tuawha: Te Ture Whakahaere: Transforming the Trust through legislative change Te Whainga Tuawha is the final of the four key goals for the Trust. This whainga is where the Trust has set the sails through the legislative framework of review with its parent body Te Ohu Kaimoana. This review commenced in 2016. Over the next three years, the Trust will implement the requirements as set in the new legislation at both the governance and operational levels. At the Hui a Tau held on 30 March 2017, iwi agreed to support the following:

a. that Te Pūtea Whakatupu Trust/Te Pūtea Whakatupu Trustee Limited continue with its directors, increased to a maximum of five with a quorum of a majority of directors; and

b. undertaking a process that moves towards a more representative appointing body being developed to appoint directors to Te Pūtea Whakatupu Trustee Limited, such body to include representatives of urban Māori groups (including but not limited to, NUMA and the Schedule five Representative Māori Organisations) and Te Ohu Kaimoana, with such being implemented at the next review of settlement entities.

• Tahi: Governance structure change from three directors to five

• Rua: Operational executive management to implement the strategy

• Toru: Potential entity status change

Five-Year Strategic Plan: 1 October 2022–30 September 2027

Our impact statements describe the aspirational future state for Māori in distinct elements capturing how the Trust intends to fulfil its purpose and deliver on its obligations while driving social impact at the heart of Māori communities.

Tangaroa: Active and reciprocal relationship with Hinemoa and Tangaroa

• Future State: We recognise our whakapapa relationship with the ocean and its inhabitants and acknowledge the co-dependency between Māori and the ocean. We have an obligation to the ocean, borne of our legacy and our genealogy. Where it thrives, so too do our people.

• Success Indicators: Foster and grow an affinity for the moana » Advance the oceans knowledge base » Strengthen connections and interactions with ngā tini a Tangaroa » Action growth, enhancement, and advocacy over our ocean-based tikanga » Strengthened ability to make, and advocate for, oceancentric decisions.

Mātauranga: Thriving Mātauranga Māori knowledge systems

• Future State: Mātauranga Māori is the reverberation of tūpuna wisdom, representing intergenerational knowledge advancement uniquely framed within tikanga Māori and the Aotearoa ecosphere. These knowledge systems are continuously advanced, meaningfully valued and applied within the present and future Aotearoa context.

• Success Indicators: The application and advocacy of mātauranga Māori within and alongside western systems » Advancement of the mātauranga Māori knowledge base » Creating and scaling mātauranga Māori transfer systems

Rangatira: Future leaders armed with ancient wisdom

• Future State: Māori occupy key leadership positions throughout the fabric of Aotearoa. These rangatira harness traditional values and leadership approaches, as well as unmatched expertise, to meet future challenges head on.

• Success Indicators: Unleashing the potential of Māori in, or aspiring to, leadership roles » Charting Māori pathways to leadership » Providing skills and tools that will be needed by future Māori leaders » Encouraging and fostering Māori leadership paradigms.

Angitū: Māori succeeding as Māori

• Future State: In all walks of life, our people are confident and unapologetic in living and exuding their Māori identity. Their Māoritanga is luminous, and there is no situation nor space where they feel the compulsion for it to be dimmed. Māori identity not only flavours their chosen area of success, it is a key contributor to that success.

• Success Indicators: Advancement and incorporation of Māori values systems and identifiers » Promotion and championing of te reo Māori as the delivery medium of choice » Connection and strengthening of Māori to their whakapapa and communities » Centering of Māori story sovereignty » Encouraging and fostering Māori leadership paradigms.

Ōhanga: Economic emancipation

• Future State: At all social levels, Māori have attained autonomy over their fates. Their economic resilience is not beholden to any external powers, nor vulnerable to external shocks. Our people’s right to dream is untethered, and not constrained by economic pressures or limitations.

• Success Indicators: The earning potential of Māori households meets or exceeds the national average » Māori are enabled to move from low-skilled to high-skilled roles » Māori are accelerated into resilient, high-demand sectors » Whānau are resilient to economic shocks.

Theory of Change

An outcomes framework that charts Te Pūtea Whakatupu’s intergenerational pathway to impact.

MOANA NEW ZEALAND Self-Assessment

1. Introduction

Aotearoa Fisheries Limited (AFL) is an important part of the inter-generational Māori Fisheries Settlement with the Crown. The nature of the settlement means that Māori will always be involved in fisheries. AFL is a business that has been created through acquisition. The company started in the 1990s through the purchases of Moana Pacific Fisheries (ika), Prepared Foods (pāua) in 1995, Pacific Marine Farms (tio) in 1996, OPC Fish & Lobster (ika and kōura) in 2007, and Kia Ora Seafoods (tio) in 2007. The pāua business grew with the acquisition of quota parcels and Ocean Ranch in 2008 and land-based aquaculture business OceaNZ Blue in 2013.

Over the next decade, AFL embarked on a significant infrastructure renewal programme with an investment of $41 million that saw new and upgraded processing facilities in Mount Wellington (Auckland), Palmerston North and the Chatham Islands.

On 6 June 2016, in line with Matariki (the Māori New Year), AFL initiated a rebrand under the trading name of Moana New Zealand (Moana) for all parts of the business. This provided a single platform to take all seafood and RTE products to market, building on an already strong reputation for premium kaimoana. Moana New Zealand’s brand story speaks to a deep sense of responsibility to Iwi and respect for kaimoana. More practically, it enabled the streamlining of internal resources, creating greater efficiencies across each of the business units and enabled the creation of a Moana company culture.

Since then, Moana New Zealand continues to build and create value over the past decade with:

• The investment in Kirikiritātangi (tio hatchery) in Nelson, which makes Moana New Zealand the first fully integrated tio company in Aotearoa. As New Zealand’s largest tio producer, we recognise that innovation will sustain us into the future. We are not just innovating here in our new hatchery, but across the entire production cycle to help us achieve end-to-end control throughout the growth process.

• A long-term agreement to lease Sanford’s Annual Catch Entitlement (ACE) for much of its quota of North Island inshore species. This makes Moana the largest inshore fisheries company in Aotearoa.

• The Wellington Kaimoana Hub located in Porirua, Wellington. The hub is currently under construction in partnership with Port Nicholson Fisheries, a joint venture with Moana New Zealand and a few Iwi partners. The hub will consolidate three sites (ika, kōura and pāua operations) under one roof and provide Moana an additional processing and export facility to support the additional ACE acquired under the Sanford agreement.

Innovation has also been a strong focus across the business with these ventures:

• Investment in Precision Seafood Harvesting, which aims to improve the quality of fin fish harvest through new advancements made to the cod-end of trawl nets.

• In 2022, we invested in a Valka Water Jet Cutter machine that is designed to efficiently and effectively remove the pin-bone from fillet product, using x-ray technology and flexible, high pressure water jet cutting arms. It enables a 20 percent increase in output, which was an essential investment while facing increasing labour costs, coupled with hard-to-find skilled labour.

• A partnership with the Cawthron Institute to develop and implement a selective breeding programme for Pacific oysters with good meat-to-shell ratios, aesthetically pleasing shells and disease resilience. More recently, Moana has taken over the breeding programme and has had some success in commercialising on the positive outcomes from the investment.

• Investment into semi-automated tio farming that has transformed how tio is grown, removing existing farming infrastructure and replacing it with semi-automated farming technology. Old timber rack structures in the harbour have been replaced with floating tio baskets on longlines. This not only creates better working conditions for Moana kaimahi, but it has less impact on te taiao.

• Moana branded kai ora (RTE) meals were created to maximise use of our kaimoana (ika into fish curries and using the heads and frames to make fish stock), maximise asset utilisation and diversify our business. In 2022, Moana broadened the offerings with a high-end range of RTE meals sold in supermarkets in Aotearoa and an ambient outdoor adventure range. An online e-commerce site will specifically market our RTE meals this year.

This growth and investment in innovation has continued even during difficult operating conditions. During the audit period, Moana has experienced a number of significant and, at times, unprecedented events.

• COVID-19 lockdowns – Moana was considered an essential service and were one of the first businesses to pass stringent health and safety protocols that enabled us to keep our people safe while continuing to operate. During lockdowns, we experienced extended periods with minimal staff numbers as we have several families residing together, which if one was isolating, required the entire household to isolate. Moana made sure to prioritise the wellbeing of kaimahi and are proud to have provided ‘special leave’ pay when sick and annual leave entitlements were exhausted.

• Significant increased operating costs – these cost increases have been across the board and include insurances, levies and energy pricing.

• Moana contract fishers are feeling the pinch with the continued rise in fuel prices and compliance costs.

• Unprecedented weather events have impacted kaimoana supply, particularly within the tio business where stock levels were halved due to low salinity over a sustained period in 2022–2023.

2.

Background to four-year audit

2.1. The Māori Fisheries Act 2004 (MFA) requires Te Ohu Kai Moana Trustee Limited (Te Ohu Kaimoana), Te Wai Māori Trustee Limited (Te Wai Māori), Te Putea Whakatupu Trustee Limited (now trading as Tapuwae Roa) and Aotearoa Fisheries Limited (AFL trading as Moana New Zealand) (collectively referred to as The Entities) to arrange an audit every four years. In the case of AFL, the audit includes its subcompanies.

2.2. The first four-year audit was completed in 2008 and the second in 2012.

2.3. The MFA identifies a procedure whereby an entity might be exempt from conducting a subsequent audit. The approval of 75 percent of mandated iwi organisations and representative Māori organisations at a general meeting convened by Te Ohu Kaimoana is required. In the case of AFL, an audit is not required if the shareholders of at least 75 percent of the income shares vote at an annual general meeting not to conduct an audit.

2.4. In accordance with s 106 of the MFA, MIO, RMO and AFL shareholders resolved not to conduct the four-year audits due in 2016 and 2020. The next four-year audit must be completed by December 2024, and covers the period 2020–2024.

2.5. Sections 105–113 of the MFA prescribe the statutory requirements regarding the four-year audit of the entities. These include appointment of auditors, scope of the audit and the procedure following completion of the audit.

2.6. The audit is of the performance of the entity rather than a financial audit. Considerations include whether each entity’s strategic objectives align with its statutory duties and functions, progress made toward achieving those objectives, effectiveness of polices and strategies and quality of reporting. In addition to the generic issues there are specific issues that are pertinent to each entity.

3. Scope of the audit

3.1. The general scope of the four-year audit, as specified in s 108 of the MFA, is that the auditors must consider:

• the objectives established by the board.

• the extent that those objectives are consistent with the effective implementation of its duties and functions under the MFA.

• progress made by the board towards achieving the objectives.

• the policies and strategies established by the board towards achieving the objectives.

• the effectiveness of policies and strategies.

• the quality and timeliness of the reporting documentation prepared to meet the reporting obligations under this Act or another enactment.

3.2. In addition to the generic issues, there are specific issues that are pertinent to each entity. For Moana New Zealand, the auditors must consider and report on:

• the performance of Moana New Zealand meeting its constitutional requirement to work co-operatively with iwi on commercial matters

• the commercial performance of Moana New Zealand in comparison with other participants in the fishing industry, including its net profit after tax as determined in accordance with generally accepted accounting practice, and changes in the value of the company.

4.

Duties, functions and strategic objectives

4.1. The audit assessment links the MFA purpose, duties and functions defined in 2004 with the Moana New Zealand objectives for the four years from 2020–2024.

4.2. Section 61 of the MFA states that the duties of Moana New Zealand are to:

• manage assets in a commercial manner

• undertake fishing and fisheries-related activities including, but not limited to, activities related to the seafood industry.

4.3. The board’s objectives are set in Moana New Zealand’s Five-Year Strategy. These are outlined in detail below.

5.

Self-assessment objectives and methodology

5.1. The objective of the self-assessment is to:

• Enable evidence-based discussion with the external auditor

• Provide clarity on the performance, issues and actions Moana New Zealand has taken to continue to fulfil its duties under the MFA

• Identify opportunities for improvement.

5.2. The approach taken for the self-assessment reflects:

• Moana New Zealand’s Five-Year Strategy and subsequent reviews and update

• Moana New Zealand’s long-term, intergenerational focus

• Challenges faced during the audit period as outlined above, the impact of these challenges and subsequent shifts in strategies.

• that the self-assessment will be followed by direct engagement with the external auditor. Both the self-assessment report and the interviews will inform the external auditors’ conclusions.

5.3. The steps in the self-assessment include there approaches:

• Define a consolidated set of duties and functions from the Māori Fisheries Act 2004.

• Align duties and functions with Moana’s Five-Year Strategy.

• Validate achievement and collate evidence.

• Collate the self-assessment, including gaps, causes, actions and potential improvements.

1: Manage assets in a commercial manner

2: Undertake fishing and fishingrelated activities

Duties and functions of the organisation as per the Māori Fisheries Act

Description

Objectives

Objectives are consistent with the effective implementation of the duties and functions

• S61 Duty of Aotearoa Fisheries (1) Manage assets in a commercial manner and (2) undertake fishing and fishing-related activities

• S108 General scope of audits (a-e) the objectives established by the board of directors of the entity

• S38, S62 (f) and S108 (f) outlining reporting requirements

Strategy and objectives from Moana New Zealand’s five-Year Strategy to manage assets in commercial manner

Strategy by species using 3P focus (protect, premiumise, pursue) as outlined below

Yes.

• Objectives are focused on maximising asset utilisation, cost management, growth opportunities, improved harvest and farming practices, improving processing efficiencies and effectively managing risk.

• Objectives are measured and reported on in the CEO report to the board as required.

• Annual reviews of progress against strategy are undertaken with full board and executive teams.

• Shareholders are updated on progress, strategy and headwinds at Hui-aTāu and in the annual and interim reports.

Policies and strategies have been established to achieve the objectives

Yes.

• Policies are developed to support strategies and made available on the Moana intranet and are reviewed as required.

Strategy documents for reference:

Information Description Link

Five-Year Strategy to FY23

Annual updates against plan

Current Five-Year Strategy

Five-Year Strategy tabled with the board in November 2018 including FY23 financial outcomes

Annual strategy progress update provided to the board November 2022

Annual strategy progress update provided to the board June 2021

Current strategy was tabled with board in April 2024 covering the period to FY29

Progress made by the board of directors towards achieving the objectives:

Strategies and plans Ika

Performance (Yes/No/Part)

• Continue improved margin realisation

• Launch branded packaged proposition

Yes

Comments

• Efficiency gains across the supply chain including catch logistics and processing

• Price increases realised

Yes

• Improve asset utilisation

Yes

• Branded traypack and pouched product launched into MyFoodBag and domestic supermarkets

• One trial and first commercial shipment of 6k doz already made for Australia.

• Long-term agreement with Sanford ACE will improve asset utilisation

Action taken/planned to address gaps

• Key reporting metrics developed to collect data, set targets and monitor efficiencies weekly

• Partner with shareholders and strengthen iwi relationships

Yes On-going

• Capitalise on PSH On-going

• thirty-three long-term ACE agreements in place, including the Inshore JV with the ICP (iwi Collective Partnership) which represents nineteen shareholders

• Company is established to commercialise IP

• Moana CEO Steve Tarrant is a director

• Long term lease started in Oct 23 with an additional 6,000mt to Moana 7,000mt

• Key reporting metrics developed to collect data, set targets and monitor efficiencies weekly

• Continue to develop bespoke business models to suit shareholders.

• All West Coast contract fishers using PSH

• Moana leading trails to understand value uplift from product caught using PSH to support commercialisation strategy.

• Processing innovation (automation)

Yes On-going

• Installed Valker water-jet cutter in 2023

• Investigating filleting machines suitable for multiple species with other industry players

• Establish Chatham Island partnership

On-going

• Refer iwi engagement section

• Key commercial, council, and iwi players brought together to progress partnership concept. Agreement to progress structures, governance, and financial forecast models

Strategies and plans Tio

Objective Performance (Yes/No/Part)

• Invest in commercial hatchery

• Leverage selective breeding programme

• Increase nursery capacity to 2.9 million by 2021

• Increase oyster sales volume to 2 million dozen by 2022

• Investment in new farms

Yes

On-going

Yes

Comments

• Launched in November 2023

• As an example, oysters that survived 2022–2023 storms impacting salinity on farm have been cultivated for their genetic resilience

• Reduced size of spat from 8–10mm to 6–8mm for transfer from nursery to farm, which increased nursery biomass tonnage output

No

Yes

• Innovation in farm husbandry practices

Yes

• 2022–23 storms resulted in low salinity leading to significant mortalities.

• Semi-automated farming infrastructure largely implemented

• Supported by a three-year environmental monitoring programme to measure positive impacts of new farming method

• Two on-water grading solutions in progress

• New stocking levels and grading schedule implemented, which has improved growth and yields

• R&D project initiated with Cawthron Institute to explore early identification of flatworm infestation and potential early treatments.

Action taken/planned to address gaps

• This programme requires an iterative approach to making gains through selective breeding

• New target 1.65 million doz by 2028. Refer 2024 strategy

• Over 40 hectares of additional water space/marine farms purchased over the audit period in Orongo Bay, Parengarenga and Croisilles Harbour.

Strategies and plans Tio

Objective Performance (Yes/No/Part)

• Biosecurity risk management plan

Yes

• Grow branded live to minimum 600,000 dozen

• Launch branded packaged proposition

• Develop new markets for live and frozen half shell by 350,000 dozen

Part

Yes

Comments

• Hatchery and nursery have biosecurity management plan in place as required

• All tio farms meet the regulatory requirements for biosecurity management, with permitting and systems monitoring of stocks transfers

Action taken/planned to address gaps

• Current biosecurity legislation is under review and Moana is part of the industry working group with regulators

• Moana is part of the A+ sustainability framework led by AQNZ. We are an A+ sustainable certified business for which active biosecurity management is required

Part

• 2022–23 storms resulted in low salinity leading to large scale stock losses on farm

• Branded tray packs launched in domestic market and planned launch into Australia

• Success with UAE for live and Denmark for frozen half shell

• On hold due to stock shortages

• Rebuild plan in place

• New target is 165k doz in FY25.

• One trial and first commercial shipment of 6,000 doz already made for Australia

• Rebuild plan in place

Strategies and plans

Objective Performance (Yes/No/Part)

• Demand creation for 140T of live and IQF product

Comments

No

• Investment in farm infrastructure to increase farm capacity by 30t

• Reduction in cost of goods sold through farm innovation and process improvements

• Reduce cost of food per kg of biomass by 15 percent

• Implementation of live supply chain to meet 80 mt of live sales pa by 2022

No

Pāua Kahurangi

• A comprehensive review of the operation in 2020 (Project Stabilise) identified that the optimal configuration without further significant investment was to grow out in tubs, delivering both improving growth rates and profitability. This meant stabilising on farm volume at 43t

• Project Stabilise reset target based on annual harvest of 43t

Action taken/planned to address gaps

• Project Stabilise reset target based on annual harvest of 43t

• Investigating Pāua blood extraction and utilisation

Part

Part

No

• Implemented updated farm management structure (grow out format from trays to tubs) and reduced staffing costs

• Attempted to reduce costs via domestic supplier, but pricing was not competitive. Returned to original supplier, no cost increases as a result.

• Project Stabilise reset target based on annual harvest of 43t

• No further action planned

• No further action planned

Strategies and plans

Objective Performance (Yes/No/Part)

• Improve security of lease supply

Yes On-going

• Accelerate live supply to 100t by 2023

• Palmerston North as innovation hub for product development for Moana and iwi

• Investigate reseeding opportunities

• Maximise growth of other pāua options (frozen whole, IQF, cooked, sauced meat)

• China frozen Moana retail branded IQF packs to 10t

Pāua Tūwā

Comments

• three long-term agreements in place

Part

No

On-going

Part

• Investment in new Wellington Kaimoana Hub enables live supply growth

• On hold while focusing on new Moana branded range extension

• Currently awaiting MPI clearance to relocate pāua seedlings to other Fisheries Management Areas (FMAs)

• Grown IQF volumes

Action taken/planned to address gaps

• three long-term agreements currently being negotiated for FY25

• FY25 target 128t

No

• SO2 is used to bleach the pāua (China preference is white pāua) but SO2 prohibited in imports. Unbleached slowly growing in acceptance, but retailer own brands to date

• NPD SO2 reduction/ elimination

Strategies and plans Kai Ora

Objective Performance (Yes/No/Part)

• Grow volume to 6 million units

• Grow own-product opportunities

• Grow military MRE options

No

Yes

Yes

Comments

• 2.3 million achieved.

• Launched chilled and ambient ranges

• Continuous product development and have a mini test lab

• Our customer signed an 8+4+4-year agreement with ADF which has secured long term supply

Action taken/planned to address gaps

• Targeting USA FY25

• NPD on non-main meal menu – breakfast options, eggs and ‘baked’ menu options – waffles, pancakes

• Reduce contract pack options to a minimum

• Grow humanitarian by 2 million units

• Grow bread units by 500,000 by 2023

• Establish retail line for 900,000 units

Yes

No

Part

Part

• No longer contract packing (small margins)

• UAE now producing own humanitarian in-country.

• New MOU signed with NZ AWQAF FY24

• Military volumes have grown, but retail have not yet

• Retail range launched

• 180,000 units in FY25 plan (Oman/Saudi)

• 500,000 in FY25 plan

• Continue building stockists

Strategies and plans

Objective Performance (Yes/No/Part)

• Protect earnings from PNF

Yes

• Retain Ngāi Tahu contract or progress PNF merger

• Pursue supply chain innovation

Yes

Comments

• Refer annual reports for financial results, which have been outstanding over the four-year audit period

• Moana GM Inshore Mark Ngata is PNF Chair

• 100 percent Moana quota supplied to PNF

• Wakatu Inc quota purchased in F23 along with other PNF shareholders

• Successful in retaining Ngāi Tahu contact in 2020

• Partnership with PNF established for 100 percent of Moana kōura ACE

Action taken/planned to address gaps

• F24 audited results indicate most successful year ever for returns to shareholders

Yes

• Establish Chatham Island partnership On-going

• Implemented LEAN processing

• Efficiency gains across the supply chain including catch logistics and processing

• Refer iwi engagement section.

• Contract to sell all NTS volumes from 2020–2024 completed. Currently negotiating next three to five years

• PNF manages supply chain and improvements. Collaboration with PNF where supply chains merge, i.e., Chatham’s, Wellington and Auckland

• As per collaboration commentary in ika, which includes pāua tūwā and kōura.

Kōura

Objective

• Formal unaudited half-yearly financial statements

• Audited yearly financial statements (published not later than five months after the end of each financial year)

• Annual general meeting oral reports

• SGM presentations

Performance (Yes/No/Part)

Yes

Yes

Comments

• FY24, FY23, FY22, FY21

• Digital online report launched in 2021 enabling quicker publishing and analytics to measure engagement

www.ar.moana.co.nz

• FY23, FY22, FY21, FY20

Yes

Yes

• He Pūrongo Kōrero

• Cultural impact assessments

• FY23, FY22, FY21, FY20

• Bottom trawl as a fishing method is receiving growing attention. Presentation aimed at providing shareholders the facts and implications

• Bi-monthly e-newsletter

• Moana has also recently undertaken a cultural impact assessment with Ngāti Whanaunga, in line with iwi expectations prior to consent renewal for oyster farming in Coromandel harbours

Action

3: The commercial performance of Moana New Zealand in meeting its constitutional requirement to work cooperatively with iwi on commercial matters

Duties and functions of the organisation as per the Māori Fisheries Act

S110(1)(a) Audit of Aotearoa Fisheries Limited

Description Māori engagement five year objectives and strategy section of 2020 Five-Year Plan

Objectives

• Getting the basics right – we are true to our kaupapa and values

• True connection – Iwi connect with us as a Māori-owned organisation and are proud of their company

• Provide meaningful opportunities for iwi, hapu and whānau

• As a Māori organisation, we actively promote employment and development opportunities

• In collaboration with iwi, we set the industry agenda

Objectives are consistent with the effective implementation of the duties and functions

Policies and strategies have been established to achieve the objectives

Yes.

• Objectives are focused on ensuring our people understand the importance and whakapapa of Moana New Zealand, shareholder engagement and providing bespoke opportunities for collective benefit.

• Objectives are measured and reported on in the CEO report to the board as required.

• Annual reviews of progress against strategy are undertaken with full board and Eeecutive teams.

• Shareholders are updated on progress, strategy and headwinds at Huia-Tau and in the annual and interim reports.

Yes.

• Policies are developed to support strategies and made available on the Moana intranet and are reviewed as required.

Getting the basics right – we are true to our kaupapa and values

Yes/Ongoing

Provide meaningful opportunities for iwi, hapū and whānau

Yes

• Developed Māori competency frameworks and programmes that build an understanding of where we have come from, builds te reo and tikanga capability and embeds this practice throughout the organisation in an inclusive way. Learning and Development framework developed and launched in 2022.

• FY23 stats: 56 sessions run, 534 training hours, 94 staff attended training, 502 engagements.

• Te reo Māori and tikanga programme available online for all kaimahi.

• Ensure our values are reflected in our policies and operational plans.

• Moana offers free and healthy breakfast, the opportunity to participate in free health insurance, online resources for mental and physical wellbeing through Ignite, annual health checks, free flu vaccinations, and company-sponsored employee engagement and wellbeing programmes through Hikoi ki te Ora.

• Measure our impact and success through internal engagement surveys (2021), materiality assessments (biannually).

• Alongside Te Ohu Kaimoana, we have secured funding to develop a feature length documentary capturing the Māori Fisheries Settlement.

• Review and establish bespoke commercial models to suit shareholder aspirations for collective success. Refer detailed table below.

• 32% of employees whakakapa Māori, 38% of which are in leadership/ managerial roles.

• 60% of the executive leadership and 100% of the board are Māori.

• 85% of contract oyster growers whakakapa Māori, 63% of contract divers whakakapa Māori. This amounts to $17.8 million for FY23.

• Provided support to iwi in times of need, in particular COVID lockdowns, post Cyclone Gabrielle and through food banks like the marae-based Kai Ika initiative.

• Provide pataka kai for commercial partners. 2023 saw 4,600kg of fillets distributed.

• 2024 materiality assessment will include a number of face-to-face interviews with shareholders.

• Working with PNF and iwi on the Chatham Islands to create more efficient partnerships that create greater value.

Promote employment and development opportunities

Set the industry agenda

Yes

• All roles are advertised on the Moana website and in He Pūrongo Kōrero (bimonthly e-newsletter).

• Development and promotion opportunities provided internally.

• Investment into future generations includes:

– the Nissui Global Fisheries Scholarship

– Te Pae Tawhiti Scholarship

– Associate Director Programme

– Summer internships.

• Representation on key industry bodies and working groups, e.g., Hauraki Gulf Forum, industry SREs, science working groups.

• Work closely with Te Ohu Kaimoana on government submissions.

Iwi Partnerships

PORT NICHOLSON FISHERIES

Port Nicholson Fisheries has grown to become New Zealand’s largest Māori-owned exporter of kōura (lobster/crayfish). As a result of the 2011 Kōura Inc project – sponsored by the Māori Economic Development Taskforce, which advocated that Māori lobster owners work together throughout the lobster value chain – Port Nicholson Fisheries approached Moana New Zealand in late 2014 with the proposal that Moana join the limited partnership to form the largest Māoriowned lobster processing business in New Zealand. With effect from 1 April 2016, Moana New Zealand came in as a key limited partner in the business joining the three founding members: Parininihi ki Waitotara (PKW), Iwi Collective Partnership (ICP) and Ngāti Mutunga o Wharekauri (Chatham Islands). In the current lobster season, which commenced 1 April 2024, Moana provided ~51 percent of the total limited PNF ACE.

IWI COLLECTIVE PARTNERSHIP (ICP)

The ICP is a collaboration of nineteen like-minded Māori fishing entities (also shareholders in AFL) from throughout the North Island of New Zealand. The ICP is managing 16,000 metric tonnes of annual commercial fishing rights to 123 New Zealand fish species. Since October 2010, the ICP has been in a JV with Moana New Zealand with regards to the ICP’s inshore finfish quota parcel.

BAY PACKERS

Bay Packers is 100 percent Māori owned—equally by Moana New Zealand, Te Arawa Fisheries limited, Te Pataka a Tangaroa Limited, Ngā Rauru Kītahi, Ngāti Ranginui Iwi Fisheries Holdings Company Limited and Ngāti Tuwharetoa Fisheries Holdings Limited. Moana New Zealand worked with its four shareholders to acquire the business with effect from April 2018. It includes fishing quota shares with the main quota being 16.8 metric tonnes of southern bluefin tuna. The business processes fish from its Mount Maunganui factory, with a focus on export sales of tuna, and sales of fresh and smoked fillets in the domestic market.

PELCO NZ

Pelco NZ is a privately owned, Māori-operated, family business that has been fishing for over twenty-five years in the Bay of Plenty. As the sole operator of a domestic purse seine fleet in New Zealand, Pelco target small pelagic fish species including jack mackerel, blue mackerel, kahawai, skipjack tuna and trevally. Moana maintains an active relationship with the whānau-owned business.

SEALORD

Sealord Group is a leading Australasian seafood business specialising in deepwater fishing, seafood processing and aquaculture. It is the largest seafood business in New Zealand based on revenue and quota holdings, owning Independent Fisheries in Christchurch, New Zealand, and Petuna Aquaculture and Sealord King Reef in Australia. The group employs around 1,550 people in New Zealand in sustainable deepwater fishing and processing and 200 people in Australia in aquaculture. Moana has a 50/50 percent ownership stake in partnership with Nissui Cooperation, a global seafood business based in Japan.

LONG-TERM ACE ARRANGEMENTS

Moana has thirty-three long term arrangements (three years or longer) in place with iwi shareholders across ika, pāua and kōura portfolios.

PURCHASE OF KŌURA QUOTA FROM WAKATŪ CORPORATION

In the review period, a specific example of working cooperatively with Iwi on commercial matters was the opportunity to acquire lobster quota in three FMAs that was being sold by Wakatū. Moana New Zealand along with other iwi and Māori entities collectively acquired the quota, with a specific requirement that all the ACE be put through PNF. Moana New Zealand invested $10m to acquire its share of the quota.

4: The commercial performance of Moana New Zealand in comparison with other participants in the fishing industry have been engaged to undertake an independent comparison of Moana New Zealand’s commercial performance in comparison with other participants in the fishing industry. The approach will consider separately the performance of the direct operations of Moana New Zealand and the performance of its significant associate company, being the 50 percent ownership in Sealord Group.

Without pre-empting the analysis undertaken and conclusions reached by , we note the following matters:

1. Moana New Zealand and Sealord operate independently of each other and in different sectors, namely:

a. Moana New Zealand is focused on inshore species as well as operating a tio and farmed pāua operation. The operating model of the business is to manage a chilled supply chain where most product is sold in a chilled or live state.

b. Sealord is a deep-sea business with some catch outside of New Zealand’s EEZ. The business also operates Petuna, a salmon farming operation in Tasmania (from February 2020 Sealord went from 50 percent to 100 percent ownership of this business) and King Reef, a barramundi farming operation in Queensland. The core of the deep-sea operation is export of frozen product, either processed on board or at the Nelson factory, which also has a coating plant. Most of the salmon is sold domestically within Australia. Sealord also has a retail branded canned salmon and tuna offering in New Zealand.

2. There are only two seafood companies listed on the NZX, being Sanford and New Zealand King Salmon. Both have different operations to Moana New Zealand and Sealord, which makes comparative analysis difficult.

3. The review period was initially impacted by COVID (from January 2020) and then inflation. This has impacted both Moana New Zealand and Sealord, and the comparative companies, in different ways and at a different pace. As an example, Moana New Zealand’s kōura earnings in the 2020 financial year were significantly eroded as a consequence of the key China market closing down in late January 2020 followed by volatile trading conditions in the second half. The direct import of Australian lobster was banned by the Chinese authorities from October 2020, which resulted in a significant earnings uplift for New Zealand lobster exports. This resulted in a significant improvement in Moana New Zealand reported earnings in 2021.

4. Climate related events have also significantly impacted both Moana New Zealand and Sealord earnings (both noted in the annual reports).

a. In 2023, Cyclone Hale and then Gabrielle in particular had a significant impact on tio farm stocks. Sustained low salinity levels in our main farm at Whangaroa as a consequence of significant rainfall during Gabrielle led to high mortalities causing the loss of just under 50 percent of farm stock. This resulted in sales volumes being down 42 percent on Plan and 27 percent lower than the prior year. The tio division recorded a loss of ($3.1m) compared with the Plan of $1.6m profit. This event also flows through to our 2024 financial year as it will take eighteen months or more to rebuild our farm biomass.

b. Adverse biological events affected Sealord’s aquaculture businesses in 2022, which caused significantly higher than normal fish mortalities. For Petuna, a spike in water temperatures at the Rowella farm, and at King Reef, a virus outbreak in the pond system.

6: Review period financial outcomes

The table below outlines Moana New Zealand’s operating EBIT approved annual Plan and actual for the four-year audit period.

For the same time period ,Sealord’s NPAT (our share being 50 percent) was as follows:

Note that Sealord’s 2020 reported NPAT includes a one-off loss of $4.7m relating to the acquisition of the other 50 percent of Petuna.

A key financial measure is payment of a dividend to our shareholders. The statutory rate is 40 percent of NPAT, which has been met in the review period except for the 2020 dividend, which was adjusted to exclude the Moana New Zealand share of the impact of the Petuna one-off accounting loss on acquisition noted above.

Over the review period the following dividends have been declared:

7: Reflections on areas for improvement

Over the past year, the Moana New Zealand board and management have been developing an investment framework that supports an efficient and effective evaluation of opportunities. Part of this work has been to review the historic performance of the lines of business in order to better understand the trade-offs between risk and reward, which has formed part of a discussion on capital structure (that is, prudent management of debt).

The analysis has also reviewed the Return on Invested Capital (ROIC) of Moana New Zealand as a whole as well as the separate lines of business. ROIC is a commonly accepted method for measuring how efficiently a company puts the capital (equity and debt) under its control towards profitable investments. If the ROIC is more that the company’s estimated Weighted Average Cost of Capital (WACC), then value is being created, otherwise value is being destroyed.

The analysis shows that the historic ROIC is less than the estimated WACC benchmark. While the ROIC is projected to improve over time, it still remains lower than WACC.

The board and management of Moana New Zealand acknowledge that this outcome is not satisfactory. Improving ROIC will continue to be a focus, balanced with ensuring that we continue to stay true to our kaupapa and values.