The Events That Led To A Te Rūnanga O Ngāi Tahu

The events that led to a Te Rūnanga o Ngāi Tahu (TRoNT) decision on February 22 to sack Wally Stone as chairman of Ngai Tahu Holding Corporation (NTHC) raise professional and ethical questions. At the core of of these concerns is a lack of proper consultation in the lead-up to the removal of Mr Stone. Here is an outline of events leading to Mr Stone's dismissal. Tony Gray, under instruction from TRoNT chief executive Mark Solomon, wrote a report that provides the basis for TRoNT's action against Mr Stone. The following is an extract from the Gray report that sums up its stance: The status quo is not an option and change must happen. Urgent action needs to be taken if we are to be able to make progress on many fronts. The Chair of NTHC needs to be acquainted with the seriousness of the situation and invited to consider the position of NTHC, its board and of the senior executives. He should be asked to consider his position and potentially resign. External stakeholders and many of the tribe would see that he has done a good job in creating strong commercial value and that after 10 years it is time for new leadership to take NTHC forward into the next life cycle of the Company. Te Rūnanga has the authority to dismiss the Chair if this was not done voluntary. The Gray report was incorrectly mailed to an NTHC staff member on Friday, February 20 and Mr Solomon realised there was a possibility of the document being made public. He instructed TRoNT legal staff to draw up a resolution to have Mr Stone removed swiftly. It appears haste was driven by a fear that wider rununga members might oppose a bid to axe Mr Stone if the report became public before Mr Stone's departure. There was also the possibility that the Gray report might come under scrutiny and that NTHC and directors might challenge its findings. Worse, it might prompt a mass walkout by directors. On the Saturday night a number of TRoNT reps met secretly to discuss the issue and it now seems that at those talks they decided to support Mr Stone's removal. Later that night Linda Constable was contacted and asked if she would be prepared to accept the role of interim chair of NTHC. It appears Linda Constable and the other NTHC directors were not aware of the Gray report. Legal advisers flew down from Wellington and they were in the building on Sunday ready to give advice to TRoNT and carry out the removal of the NTHC chairman. Recommendations from the Gray report were used within press releases and communications used by the Mr Solomon following the announcement of Mr Stone's dismissal. When considering the TRoNT and chief executive's failures, it is critical to note that ALL of the above happened before any discussion had taken place with the full TRoNT board on Friday, Saturday, or Sunday morning. No formal agenda had been presented to the board and the Kaiwhakaere had no mandate to dismiss Mr

Stone from the full TRoNT Board (excluding those involved with the process). The lack of consultation raises professional and ethical questions. On the Sunday the full NTHC Board met with TRoNT from 9:am to 12:30pm. During the meeting there was no mention of plans to dismiss Mr Stone. Following this session Mr Stone asked if any of the TRoNT representatives had instructed the Office of TRoNT to prepare documentation for his removal. All members said no. He then presented a copy of the Gray report that outlined a strategy for his removal. The document was prepared by the Office of TRoNT. Even after Mr Stone's question, the Kaiwhakahaere and some TRoNT reps remained silent on their actions. When the motion was eventually raised later that day some TRoNT reps left the meeting in protest . There were concerns that TRoNT had failed to follow due process. There were questions as to why the matter was not discussed with the NTHC board earlier in the day. There were also questions as to what authority the Mr Solomon had to instruct lawyers to draft the resolution. The following morning the Kaiwhakahaere appeared on television, and said: "We (TRoNT) had a meeting with the board including Wally for a Kanohi ki te Kanohi on the direction we wish to go as the governing body of Ngai Tahu." When asked about the Gray report on TV, Mr Solomon said: "It certainly didn't come from TRoNT or any other boards that I am chairman of in the structure." Since this interview the Kaiwhakehaere has refused to make any comments and TRoNT issued a statement that it would not comment on internal documents. It is clear some members of TRoNT made a decision and followed this up with a premeditated plan of action to have the chairman of NTHC removed. It has now been confirmed that the chief executive had instructed Mr Gray to write the report that outlined the basis, explanation and plan to have Mr Stone removed. It is inconceivable to believe anything other than the Office of TRoNT were operating with the support of key TRoNT reps. It is apparent that the move to dismiss Mr Stone began in at least November 2008, when the Gray report is dated. The email below, which the Kaiwhakahaere sent to the chairman of the Kaikoura Runanga, provides evidence of Mr Solomon's personal dislike for Mr Stone. And it reveals an aggression towards anyone who would question his actions. "That's alright taina. You resist. Let's see what happens. You are an incompetent fool who rushed to defend stone befor engaging his brain. Look around fool how many in the whanau support him. Everyone I have spoken to despises him. you can Reap the dividend. Know this taina" Mark Again this is at odds with Mr Solomon's comments in the media Mr Solomon said in the NZ Herald claims of personality politics were "nonsense".

"It was a majority decision ... we wanted a new face and perspective." On Friday March 13th Mark Solomon issued these points in an "information pack" to all Ngai Tahu whanau. "Response to Media Coverage (around Appointment of interim Chair NTHC) The decisions taken by Te Runanga were very considered decisions. The conclusion reached by those who voted in favour was that there was a need for a change in leadership at NTHC. The Kaiwhakahaere released a statement to all Papatipu Runanga, Representatives and Alternates on the decision. The core part of that statement is set out below Over the past 12 months Te Runanga o Ngai Tahu has been conducting a governance review to ensure accountability from all its entities and tighter integration between them. The review has highlighted on-going concerns with the level of responsiveness of Holdings, particularly in regard to key initiatives/projects initiated by Te Runanga. At a meeting on 22 February, Te Runanga appointed Linda Constable as interim chair of the Holdings board. It was the expressed view of Te Runanga that the time had arrived for a new set of skills to take the Holdings board forward with greater levels of accountability. Linda Constable will complete the governance review work and begin the implementation phase.

It is less than one month since the decision to appoint Linda Constable as interim Chair of NTHC was taken. Te Runanga is confident that under Linda's leadership the healthy tension between Te Runanga and NTHC will be maintained and that NTHC will become more focused(sic) on its core activities. Gray document The day after Linda Constable was appointed to be the interim Chair of NTHC the media

was also made privy to, and published excerpts from, an internal and confidential document written some four months ago by a Senior Manager. The document contained some thoughts on aspects of the relationship between NTHC and Te Runanga. While it is now in the public arena the release of the contents of the memorandum has caused considerable distress to employees within the Te Runanga Group and to their families. As the e-mail from the Kaiwhakahaere dated 25th February stated "the release of that document into the public arena can not be condoned at any level" and therefore the content of the document should not be discussed with the Whanui to avoid any further distress to those individuals. However, Ngai Tahu Whanui are entitled to know that this document had a very limited circulation prior to appearing in the media. All of the recipients of the document knew, or should have known that it should not have been released to the media. The paper was tabled at a meeting of Te Runanga o Ngai Tahu by the former Chair of NTHC. This was the first time any Representative was even aware of the existence of this document and it goes without saying that none of the Representatives had read it. The allegations made on various websites that this document was requested by any Representative, and in particular the Kaiwhakahaere are untrue. The suggestions that Te Runanga made its decision based on the contents of the document are also untrue. TRoNT has exposed the whole organisation to legal and financial risks. It is very likely this unsavoury saga has had a negative impact on all staff, and definitely those at NTHC.