AGM Questions & Answers 2024/25

The audit has been qualified on four specific issues, each with a clear resolution pathway.

Issue 1 – Ngāpae Income. The auditor was unable to verify that all cash booking income at the holiday park had been fully accounted for. New processes and procedures have been introduced to show all income is captured and banked. This is an inherent challenge where cash is involved, but the new systems significantly reduce the risk.

Issue 2 – Feed and Livestock. No suitably qualified independent person was available to observe the livestock count or calculate feed on hand at balance date. A qualified person will now be appointed to be present at each balance date (31 March).

Issue 3 – Sweetwater Farm. Historic results from the joint venture with Pamu (formerly Landcorp) and Te Rarawa have not been audited. This is being worked through with Pamu to finalise respective positions.

Issue 4 – Land Valuation. Not all land holdings were revalued at the same date. Given the large number of parcels, revaluing all at once would be financially prohibitive. The Rūnanga is progressively working through all holdings to determine the appropriate course for each.

Yes – this has been resolved. As confirmed in the 2024/25 Annual Report, all financial statements up to and including the year ended 31 March 2025 have been completed and audited. The Rūnanga is fully up to date. This is a significant achievement after a backlog that at its longest stretched to nine years and reflects an enormous amount of work by the finance team.

The new Trust Deed formalises the obligation going forward: the Annual Report must be prepared within six months of balance date (clause 9.2), financial statements must be audited before notice of the next AGM is given (clause 9.3), and the AGM must be held no later than six calendar months after the end of the financial year (clause 5.1).

The Rūnanga will do everything possible to meet its internal obligations on time. Variables outside our control – for example, external auditor availability and scheduling – will be discussed with the auditors before commencing each year’s audit to ensure timelines are aligned and capacity is confirmed in advance.

The Trust Deed sets minimum transparency requirements. Under clause 21 (Access to Documents), all Adult Registered Members have the right to access the Trust Deed itself, the Strategic Plan, and Annual Reports and Financial Statements from the last three AGMs. These are available electronically via the Rūnanga website and in physical form at a specified location.

Beyond these requirements, the Board is committed to improving how it communicates with beneficiaries throughout the year. The Rūnanga is currently reviewing its approach to in-year reporting – the goal is a format that is genuinely useful to whānau without creating unsustainable workload.

Our current thinking is a six-monthly progress update aligned to our Statement of Service Performance – reporting on what is actually happening across our key assets and activities: milk production at Te Make Farms, yields and quality at Rakau Ora Orchards, scholarships and distributions paid to date, and whether we are on track to achieve our budgeted result.

The goal under Pou 1 of the Strategic Plan is clear: build confidence through communication. Our beneficiaries should not have to wait for an AGM to hear how their assets are performing.

The Board commits to introducing entity-level performance summaries as part of its improved in-year reporting to beneficiaries. The framework being developed will categorise assets in a way that helps set realistic expectations – not every asset is expected to generate profit today, and context matters.

An important point for beneficiaries: not all assets are comparable. Some were acquired through settlement and are in long-term development phases. Some are purchased assets generating commercial returns. Some carry cultural or strategic value that cannot be measured in profit and loss alone. The Board will present performance with this context, so whānau can understand what each asset is for and what success looks like for it.

Beneficiaries asked specifically for a three-year performance summary across our major entities. The CFO is currently preparing this and it will be shared once ready.

Settlement Assets – Operational: Te Make Farms (dairy) – Currently the highest-performing asset. Strong Fonterra payout. Nurses Home, Kaitaia (jointly owned with Te Rarawa) – Below-market lease to Te Hiku Hau Ora. Lease structure under active review with Te Rarawa.

Settlement Land – In Development: Rakau Ora Orchards – Under pressure due to global avocado oversupply. Not currently generating financial returns, but delivering employment, training, and kai outcomes. This was always a long-term investment – converting bare settlement land into a productive working asset for our people.

Non-Settlement Assets: Ngāpae Holiday Park – Under pressure from a decline in domestic tourism numbers. Strategic and cultural asset – see Section 3. 42 & 44 State Highway 1, 39 State Highway 10; and Utea – Strategic land purchases in the NgāiTakoto heartland.

Not all business units are currently profitable, and the Board is transparent about this. The years ended 31 March 2024 and 2025 both showed operating surpluses. The 2026 year is projected to show a deficit – which was budgeted – driven primarily by a low avocado crop volume and the impact of US tariffs redirecting avocado supply into NgāiTakoto export markets and pushing prices down.

The two business units that are not profitable are Ngāpae Holiday Park and Rakau Ora Orchards. Both need to generate more revenue to become profitable. For Ngāpae Holiday Park that requires increased marketing and ensuring we have the correct service offering to guests. Updating rooms and kitchen facilities are being looked at, although both would require further investment. For Rakau Ora Orchards that requires continuing to increase the avocado crop yield alongside growing other crops such as coffee to bring in additional revenue.

The path to consistent surpluses rests on three things: maximising dairy returns while conditions are strong; diversifying income through aquaculture, crop diversification, and new ventures; and actively managing underperforming assets – including making bold decisions where necessary.

Financial resilience is not about being risk-free – no organisation in the world achieves that. It is about knowing your risks, holding sufficient reserves, diversifying your income, and having the governance systems to respond quickly when conditions change. NgāiTakoto will always be on the journey to financial resilience – building the right buffers and intergenerational wealth through land ownership, regardless of any single year’s commodity performance.

Our Strategic Plan is designed to address this directly. Pou 2 – Asset Consolidation and Performance commits to reviewing every asset, making bold decisions about non-performing assets, and diversifying our economic base. Pou 3 – Strategic Relationships and Economic Growth prioritises new revenue streams not dependent on any single commodity – including the Akau aquaculture project, water storage infrastructure, forestry equity, and MBIE Regional Infrastructure Fund applications.

The Akau aquaculture project and the egg farm are both projects to diversify the income stream and reduce reliance on the dairy farm. The Audit and Risk Committee – being established in the current year – will provide ongoing oversight of financial concentration risks. The BNZ portfolio provides a secondary liquidity buffer that can be drawn on if required.

As at 31 March 2025, total long-term debt is $4,486,529 – held in Te Make Farms ($2,350,000), Rakau Ora ($2,100,000), and asset financing ($36,529). Against this, total assets are approximately $42 million: a debt-to-asset ratio of around 10.5%.

Debt is secured against a minimum BNZ portfolio balance, Fonterra shares, and the Ngāpae Holiday Park property, and a General Security Agreement over all company assets.

The Rūnanga is in discussions with its bank about restructuring current loan arrangements, including moving from interest-only to principal and interest repayments – which would actively reduce debt over time. The Trust Deed also provides a buffer: any transaction that would create obligations exceeding 30% of the Trust Fund – approximately $12.6 million at current asset values – requires a Special Resolution of members.

There is currently no formal minimum cash buffer policy. The Board is aware of the liquidity risk this creates, particularly in the event of a downturn in farm income or an unexpected event. This is an acknowledged gap and one the Board intends to address as governance structures mature – the terms of reference for the Audit and Risk Committee are to be developed.

The Trust Deed requires all investment decisions to meet the prudent investor standard under the Trusts Act 2019. In plain terms, this means Trustees must manage the Trust Fund with the same care, diligence, and skill that a sensible, experienced businessperson would apply when looking after someone else’s money – weighing up risks and returns, not taking unnecessary risks, and seeking appropriate advice.

In the interim, cash positions are actively monitored and the BNZ portfolio provides a secondary source of liquidity. Discussions are underway with the bank regarding loan arrangements.

Yes – the Board is prepared to make bold decisions about underperforming assets. Pou 2 of the Strategic Plan – Asset Consolidation and Performance – explicitly commits to this.

The first step is reclassifying every asset into either a cultural purpose asset or a commercial return asset. This gives a clearer framework for assessing what ‘performance’ should look like for each one and prevents unfair comparisons. The Board considers both financial performance and strategic or cultural value when deciding on assets.

Any sale or disposition exceeding 30% of the Trust Fund value – approximately $12.6 million at current values – would require a Special Resolution: a 75% majority of members voting at a General Meeting. For decisions below that threshold, the Board may act on its own authority but will communicate openly with beneficiaries about significant decisions.

The Board has formally considered selling Ngāpae on two separate occasions, and on both occasions resolved not to sell. Ngāpae is more than a commercial asset – it sits at Waipapakauri Ramp on Te Oneroa ā Tohe │ 90 Mile Beach, it is the home of the Snapper Bonanza, and it is central to any long-term Te Hiku tourism strategy. Its strategic and cultural significance to NgāiTakoto has been the deciding factor both times.

Ngāpae was the first of our major assets to undergo a full forensic due diligence review by our CFO – a process that will be applied to other major assets going forward. The Board was presented with three recommendations, including sale. The Board has asked the Senior Leadership Team to explore further: specifically, other revenue options such as an integrated NgāiTakoto tourism plan and an expressions of interest process to lease the space or land. The complex also requires significant capital works and infrastructure investment.

Ōinu whenua (including Kaitaia Airport) was returned to NgāiTakoto and ngā hapū o Ngāti Kahu on 13 December 2024. The total land acquisition cost was $150,000. All infrastructure upgrades were funded by the Crown ($5.4 million) and Far North District Council ($2.4 million) – the Rūnanga carries no capital debt on the project.

The airport is leased to FNDC for 35 years at $80,000 per annum – a contracted, fixed income arrangement that provides a strong yield relative to the NgāiTakoto acquisition cost from year one. Ownership is held 50/50 between Te Rūnanga o NgāiTakoto and the three Ngāti Kahu hapū of Te Paatu, Patukoraha, and Ngāi Tohianga.

The Akau aquaculture project is a multi-iwi initiative and one of the most exciting economic development opportunities in Te Hiku. Akau is a standalone company with each participating iwi holding equal shares. Mussels grown from spat taken from Te Oneroa ā Tohe are grown at a Houhora farm to 30mm before being sold to mussel farms. This is a 10+ year investment, not a short-term play.

The project sits within a broader Te Hiku aquaculture ambition – a Fast Track application led by Te Aupōuri covers all five Muriwhenua iwi for sea space; they have also applied to the MBIE Regional Infrastructure Fund for capital support for Akau. The Board is proud of this work and will look to share more publicly – including through social media and the website – to celebrate what our iwi is building.

On governance: Te Rūnanga o NgāiTakoto is the Post-Settlement Governance Entity (PSGE) for NgāiTakoto – representing the full economic, cultural, and social interests of the iwi, and mandated to manage and grow NgāiTakoto Tiriti settlement assets for present and future generations. Commercial joint ventures, including aquaculture, sit squarely within the Rūnanga domain.

The role of Ngā Taonga o NgāiTakoto Trust – the Mandated Iwi Organisation (MIO) under the Māori Fisheries Act 2004 – is a separate and specific mandate, defined in statute. Further to discussions at the AGM, Ngā Taonga exists to: receive and hold quota allocated through the fisheries settlement; hold income shares in Aotearoa Fisheries Limited; and represent the iwi in fisheries settlement mechanisms. That mandate is bounded and specific. A commercial aquaculture joint venture – a new business enterprise developed independently by the iwi – is not part of that mandate.

Both organisations bring value to NgāiTakoto, and that is a strength. The genesis of the Akau project was from a collective meeting of the Muriwhenua iwi and has been developed through the Rūnanga role and its relationships with those iwi. That is appropriate, proper, and in keeping with both organisations’ respective mandates. It is entirely understandable that the Ngā Taonga Board feels a connection to this opportunity – fisheries and aquaculture are related domains, and that connection is acknowledged.

To date the key focus has been ensuring NgāiTakoto is involved in the project and working through the due diligence. Once the project is confirmed, how NgāiTakoto holds this opportunity will be determined. This situation strengthens the case – already confirmed as a 2026 strategic priority – for clarity about the relationship between the two organisations. The Board Chair has proactively extended an invitation to Ngā Taonga for a formal meeting to begin those conversations. The Board looks forward to that engagement.

Income diversification is a central pillar of the 2024–2027 Strategic Plan. Alongside aquaculture, the Rūnanga is actively exploring and investing in:

Egg farming – a free-range egg production facility under active exploration as a commercial opportunity on our land. We are working through the conditions of recently awarded grant funding towards this facility. As the facility develops, we expect it to create meaningful employment opportunities for our people. This is a significant step forward and a strong endorsement of the project’s viability.

Water storage on the farm – dam construction to reduce reliance on the Te Hiku Aquifer, improve farm resilience, and unlock further development potential. MBIE Regional Infrastructure Fund support applied for.

Crop diversification within Rakau Ora Orchards – additional crops being introduced alongside avocados to reduce single-crop exposure.

Forestry equity – a 15% combined iwi equity share in replanted trees within the Te Hiku Forest, progressively building a long-term forestry asset.

We believe we could do more to celebrate these wins publicly – watch this space. The Board will be sharing more through our Facebook and website.

A number of significant governance improvements have been completed or are actively underway:

New Trust Deed – adopted at the Special General Meeting on 23 August 2025. The Deed modernises governance, adds three General Trustee seats for broader beneficiary participation, introduces a maximum term of three consecutive terms (nine years) for trustees, requires remuneration to be independently benchmarked every five years, and establishes a formal Dispute Resolution Procedure and Kaumatua Taumata.

Trustee elections – the First Election will be held at the 2026 AGM, with a rotational system ensuring continuity of institutional knowledge.

Audit and Risk Committee – being established in the current financial year now that all audits are up to date.

Remuneration transparency – trustee remuneration is publicly disclosed. The Deed requires independent benchmarking every five years.

Asset reclassification – cultural vs commercial assets being formally separated for the first time, creating a clearer performance framework.

On conflicts of interest: the Trust Deed (clause 16) sets out a comprehensive framework. Every Trustee must declare any interest as soon as they become aware of it, the interest must be entered in the Interests Register, and an interested Trustee may not vote on – or be counted for quorum for – any matter in which they have an interest. If a Trustee has a continuing material conflict they cannot resolve, they must resign. Conflicts of interest are the first standing agenda item at every Board meeting.

All investment decisions must meet the prudent investor standard under the Trusts Act 2019 (Trust Deed, clause 10). This means Trustees must manage the Trust Fund with the same care and diligence of a sensible businessperson looking after someone else’s money – balancing risk and return, not taking unnecessary risks, and seeking appropriate advice.

For major decisions, the Board requires formal business cases and feasibility studies. Independent assessments can be commissioned where the Board considers this necessary. Any transaction exceeding 30% of the Trust Fund value – approximately $12.6 million at current values – requires a Special Resolution of members at a General Meeting.

The Strategic Plan – developed in consultation with all Adult Registered Members and all Marae – provides the broader framework that guides investment priorities and direction.

The First Election will be held at the 2026 AGM. The Trust Deed (Schedule 3) sets out the full process:

Board structure: four Marae Trustees (one per NgāiTakoto marae – Waimanoni, Wharemaru, Mahimaru, Te Pā a Parore) and three General Trustees – elected by all Adult Registered Members.

Nominations: in writing, signed by at least five Adult Registered Members. Candidates may only stand for one position. The Chief Returning Officer will give at least 40 Working Days’ notice calling for nominations.

Voting: Each Marae Trustee position is voted on by Adult Registered Members who have listed that marae as their Primary Marae. It is the marae that holds authority to confirm a candidate’s eligibility through the nomination process – but the election itself is conducted by the Chief Returning Officer and decided by those members. General Trustees are elected by all Adult Registered Members, with the top three candidates elected. A postal and electronic voting model is being developed to maximise participation.

Terms: staggered two- and three-year terms at the First Election, to create a rotational cycle going forward. Maximum of three consecutive terms (nine years) for any Trustee.

On ‘active participation’: the Trust Deed requires Marae Trustee nominees to demonstrate active participation for their marae – and it is the marae that holds the authority to confirm this, not the Rūnanga. The Deed deliberately uses language that preserves marae mana in this determination. Attendance at marae hui is one example given, but the definition is intentionally non-exhaustive. Each marae has full latitude to define active participation in a way that reflects its own tikanga and its own knowledge of its people. No formula is imposed from above. A nomination must also be signed by five members of the relevant marae – meaning a candidate can only go forward with genuine community backing.

It is important that all beneficiaries ensure their contact details in the Members Register are up to date, so they can participate in the elections.

This is a confirmed 2026 strategic goal – but it is important to be clear about what is and is not being contemplated. The two organisations represent the same beneficiary group – NgāiTakoto – and the Board sees real value in examining how they can work more closely and coherently together. Reducing duplication and strengthening collective outcomes for our people makes obvious sense.

A formal structural merger is not what is being explored, and here is why: Ngā Taonga operates under the Māori Fisheries Act 2004 as a Mandated Iwi Organisation. That Act imposes specific and tightly prescribed governance, accountability, and representation requirements on MIOs. Merging the two entities would risk bringing the Rūnanga – and all of its broader commercial and settlement assets – under that legislative regime. That would be unnecessarily constraining and is not in the best interests of NgāiTakoto.

What the Board is exploring is a closer working relationship and better alignment – clearer communication, reduced duplication, and a shared understanding of respective mandates – while each entity retains its own legal structure and legislative basis. An important first step has just been taken: the Board Chair has initiated an invitation to Ngā Taonga to a formal meeting. Initial conversations have also begun about whether a shared beneficiary register could support elections. Beneficiaries will be kept informed as these discussions develop.

The Trust Deed empowers the Trustees to make grants, scholarships, and koha consistent with the objects of the Rūnanga (Schedule 1, clause 1.1(d)). Those objects include the educational, social, health, cultural, and economic advancement of NgāiTakoto members.

The Rūnanga established seven Tūpuna Scholarships, each valued at $5,000 – an annual scholarships budget of $35,000. These have been an important and valued investment in our people and their futures.

But the need that comes through our door is much broader than scholarships. Beneficiaries bring requests for support for sports events, competitions, community and school kaupapa, kapa haka, hikoi, wānanga – at an individual, whānau, and hapori level. The Rūnanga has been responding to these needs as they arise, and much of that support has come from unbudgeted spend.

The Board is now undertaking a wider review of its financial support process and policy – to ensure the full range of support available is clearly defined, consistently applied, and adequately budgeted. The goal is that whānau know what they can access, and the Rūnanga can plan for it properly.

The Trust Deed includes structural protections for the NgāiTakoto capital base. The prudent investor standard (clause 10) requires the Trustees to manage the Trust Fund with the care of a sensible businessperson – ruling out reckless or speculative use of funds. Any transaction that would put more than 30% of Trust Fund assets at risk requires a Special Resolution of members – at current asset values of approximately $42 million, that threshold is approximately $12.6 million.

The 2024/25 Annual Report confirms total assets of approximately $42 million against liabilities of $4.4 million – demonstrating that settlement assets have been preserved and grown since 2012.

The Board is currently reviewing its beneficiary support policy – the framework that governs how the Rūnanga responds to requests from individuals and whānau for financial assistance, grants, and koha. This review is specifically about ensuring that direct support to beneficiaries is clearly defined, consistently applied, and sustainably funded. It is separate from the Rūnanga’s overall financial management, which is governed by the Trust Deed framework described above.

The Deed allows the Trustees to apply income and capital for the broad objects of the Rūnanga – covering beneficiary distributions, marae support, and commercial reinvestment. Any income not distributed within six months of balance date is accumulated and added to capital (clause 7.2).

Yes – the new Trust Deed (clause 17) establishes a formal, tiered Dispute Resolution Procedure available to all beneficiaries.

Step 1: Submit the dispute to the Trustees in writing. The Trustees must acknowledge receipt within 20 Working Days and appoint one or more Trustees to act as mediator(s).

Step 2: If not resolved within 40 Working Days, the dispute may be referred to a Disputes Committee, appointed case by case. The Committee must include at least one independent member, at least one member of the Kaumatua Taumata, and at least one Trustee who is not the subject of the dispute. Where all Trustees are the subject of the dispute, all members must be independent.

Step 3: The Disputes Committee findings and decisions are final and must be given in writing with reasons.

This process applies to governance and operational concerns, te reo, whakapapa, kōrero, and trustee conduct. It also applies to membership registration disputes.

Beyond the internal process, beneficiaries should also be aware of a significant legal development. In late 2024, the Supreme Court in Nikora v Kruger confirmed that the Māori Land Court has concurrent jurisdiction over PSGEs that hold General land – which includes the Rūnanga. This means beneficiaries may also have access to the Māori Land Court as a supervisory forum. The Māori Land Court has expertise in te reo, tikanga, and Treaty matters, is accessible, and involves lower fees than the High Court. Access to the High Court is also preserved under clause 15.2 of the Trust Deed.

The Board is seeking legal advice on the specific implications of Nikora v Kruger for NgāiTakoto and will communicate clearly with beneficiaries about all available pathways.