Office of Hon Todd McClay MP for Rotorua Minister of Trade Assnriale Minister of Foreign Affairs for Stain Owned Fiiterpnses 27 OCT Thank you for your Official Information Act request, received on 30 September 2016. You requested the following: On 30 September 2016, it was reported that you had appointed Tony Ryall as chair of Transpower. would like to request the following information under the Official information Act 1982: all advice relating to the appointment. In particular, I am interested in the person specification for the role (if any). whether the position was advertised, how possible candidates were identified, how the successful candidate entered the process response to advertisement, selection from database, advice from Minister), liow many candidates were considered, and how many were shortlisted, how many were interviewed, whether any conflicts of interest were identified, and how much they will be paid." Information Being Released Please find enclosed the following documents: Item Date Document Description Decision 1. 31 March Treasury Report: SOE Portfolio: Update Release in part 2016 after Due Diligence Process and Documentation to Confirm Appointments -- early 2016 Appointment Round 2' 13 July 2016 Treasury Report: SOE Portfolio: Release in part Commencement of Late 2016 Board Appointment Round Private Bag 180", Parliament Buildings, Wellington 6160, New Zealand Telephone 4 SW 6838 FaCSin'iile 64 4 817 6338 17 August Treasury Report: SOE Portfolio: Release in part 2016 Candidate Short-listing for Late 2016 Board Appointment Round 12 Treasury Report: SOE Portfolio: Chair Release in part September Appointments and Reappointment 2016 Documentation 19 Aide Memoire: Chair and Board Release in part September Appointments (at APH 20 September 2016 2016) have decided to release the relevant parts of the documents listed above, subject to information being withheld under one or more of the following sections of the Official Information Act, as applicable: 0 section to protect the privacy of natural persons, including that of deceased natural persons, and 0 section to maintain the effective conduct of public affairs through the free and frank expression of opinions. In making my decision, I have considered the public interest considerations in section 9 (1) of the Official Information Act. Please note that sections of the documents being released have been removed as they relate to other companies? appointments and as such are not relevant to your OIA request. Other information Requested lam interested in the position speci?cation for the role. There was no position specification for the Chair role. Was the position advertised? How possible candidates were identi?ed? The vacancy arose when I made the decision to replace the current Chair at the end of his second term, with another board member. How did the successful candidate enter the process? How many candidates were considered? How many were shortlisted? How many were interviewed? The candidate was the preferred board member to replace the current chair. There were no other candidates considered, shortlisted or interviewed. Whether any conflicts of interest were identi?ed? No. How much will they be paid? The remuneration for the Transpower Chair is $98,000. Information Publicly Available There is information about the board appointment process on the Treasury?s website that you may find of interest: This fully covers the information you requested. You have the right to ask the Ombudsman to investigate and review my decision. Yours sincerely Hon Todd McClay Minister for State Owned Enterprises 01A 20160357 Information being Released Treasunir Report: SOE Portfoiio: Update after Due Diligence Process and Documentation to Confirm A ointments - earl 2016 A ointment Round Treasurv Report: SOE Portfolio: Commencement of Late 2016 Board Appointment Round Treasury Report: SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round Treasuryr Report: SOE Portfolio: Chair Appointments and Reappointment Documentation Aide Memoire: Chair and Board Appointments [at APH 20 September 2016] 22 31 38 52 Item 1 Page 1 of 53 AP POINTMENT-IN-CONFIDENCE Kaitohutohu faupapa Rmva Treasury Report: SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Eeyl? 2016 I Appomtment Round At f7 .3 tl axis!? a T3 - Date: 31 March 2016 Report (J File ?CM-o-g?-xgmc 7 a {nu/'1 .17 5/ EV . . 2?31? ax ,2 Action Sought Ayg?x; Axis-ti, 5 Action sought \Ea/ f: Deadline . . . x'r' ?5?14? Minister of Finance For yo?um?fej'mgtion -. Kw? None Xx H'ng g(Hon Bill English) Assomate Minister of Finance For?your informatioe? L5): None (Hon Steven Joyce) Minister for State Owned update/oykappaintment process; 10.00am, Thursday Enterprises it, \agree to glef?n?gd?ca?ndidates; agree to 7 April 2016 (Cabinet Of?ce (Hon Todd if}. 'sign AP ?ttee documentation for deadline) binet Of?ce; agree to sign directors Contact far?ellegphone Discussion (If requnred) ?2 Name Posl??njj?~?= Telephone 1st Contact Ngaire Best lifts-tint~ r1?ber, Governance 04 917 6074 ormance Gael Webster Governance 04 890 7228 . Carla Wellingtq?. \VAdvisor, Governance and 04 917 6194 Performance I and Performance Actions for the Minister for State Owned Enterprises? Office Staff (if required) If signed, lodge APH Committee documentation with Cabinet Of?ce by 10.00am, Thursday 7 April 2016 for consideration at APH Committee on Tuesday 12 April 2016. If signed, send letters as soon as possible. Return the signed report to Treasury. Note any feedback on the quality of the report Enclosure: Yes (attached) Treasuryi3403185v1 Item 1 Page 2 of 53 APPOINTMENT-IN-CONFIDENCE Treasury Report: SOE Portfolio: Update after Due Diligence Process and Documentation to Confirm Appointments - Early 2016 Appointment Round Executive Summary t. IVA This report asks you to formally confirm your wishes reoatdingthekbu rent 80 "'hnom?nent process The due diligence process for the boards of Dele 0 elevantto Deleted - Not Relevant and Transpower is now completegtfidxy?ou are ask?teagr to preferred candidates. fj?xp 3" . You are asked to sign the attached APH Committg?i??tu entatton {dn?rt?nipoa number of appointmentsand reappointmentsto the board. 32f Not 1 - ?Rectuest Deleted - Not Relevant to Request Deleted Not Relevant to Request Deleted - Not Relevant to Request Deteted - N01 ReIEVant to Request and Transp&er? New (Transpower). If you agree, the documentation should be Cat?s?t?w??ee by 10.00am on Thursday 7 April 2016 for consideration at thefAEjH? ?Qb?tnmitte_e_ etiftg on Tuesday 12 April 2016. Deleted?u Not Relevant to Reggae; I. f" Deleted - Not Relevant to Requesz ON Recommended Action; r? We recommend that you 3 1:2: - a note tn the diligence otoicessfor the boards of Deleted - Not Relevant to Delet tax/Band Transpower is complete and you are asked to agreetd;;preferred candidates/6n the company summary pages (Annex I) ?agree tesngn theattaehed APH Committee documentation con?rming, appointments of Deleted Not Relevant to Request Del ed - Not 0 Request and Transpower t, K. Agree/gishgre?. t: Deleted NCR?jg?nt to Request T20161356 SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Early 2016 Appointment Round Page 2 Item 1 Page 3 of 53 Deleted Ngaire Best Team Leader, Governance and Performance Hon Todd McClay Minister for State Owned Enterprises T20161356 SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Early 2016 Appointment Round Page 3 Item 1 Page 4 of 53 AP POINTMENT-IN-CONFIDENCE Treasury Report: SOE Portfolio: Update after Due Diligence Process and Documentation to Confirm Appointments - Early 2016 Appointment Round Purpose of Report 1. The ?rst part of the due diligence process for the SOE po 2 io is now compl and you are asked to agree to preferred candidates. 2. This report asks you to sign the attached APH Co it i? 0 115,0}. 111-, .. . 4. a orts - wn?rmed a range of decisions about retirements and acro?the - ards for which you are responsible for as Minister for 015/2644 refers]. 5. ed the results of the 'call for nominations? process that was lously agreed on a short?list for candidates for Mag a ition - - iligence process for ?at??inhm - w=mm??ts Racing: T2016I356 SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Early 2016 Appointment Round Page 4 Item 1 Page 5 of 53 APPOINTMENT-IN-CONFIDENCE 7. The following table summarises the appointment activity in the current process. Table 1: Current appointment activity - Early 2016 SOE appointment round Company Terms under Decisions already Comment consideration confirmed or required? @ersm mt IE) 1 Reappointments for three years unless othenNise speci?ed. SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Early 2016 Appointment Round Page 5 APPOINTMENT-IN-CONFIDENCE item 1 Page 6 of 53 I Company Terms under consideration Decisions already Comment confirmed or required2 Transpower Mike Pohio Keith Tempest Increase the eight - i Wu" . . DrverSIty . 10. - and 2.1% as Asian. The four listed companies in the portfolio are now 0- the diversity statistics calculation. 11. The has a target of 45% female membership on Crown Boards in 2015. Th for Women has advised that the overall percentage of women across all Cr ds is approximately 41.7% as at December 2014, up from 41.1% in 2013 and A in 2012. 2 Reappointments for three years unless otherwise speci?ed. SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Early 2016 Appointment Round Page 6 APPOINTMENT-IN-CONFIDENCE 12. 13. Item 1 Page 7 of 53 APPOINTMENT-IN-CONFIDENCE In the current appointment round we received 448 nominations, 118 of them were women. We provided you with a short?list of 35 candidates, 9 of whom were women. Table 2: Gender stocktake of nominations and short-list - Early 2016 SOE appointment round All nominations Short-list Male Total Partial-e? Male 211? 42$ ?9 I Female I I Total Deleted- Not Relevant to Request rag/WINK .133?? Lain-f) cs 14 d/ i Transpower 0 7 7 Total 330 ?-Tgriffa 9 26 35 ?(2539,0112 3 00%) (100%) The following tablepptlines thee?j?cfdiyersity of the short-list. Out of 35 short-listed identityes ?Mabri?J' Table 3: "Ethnicity stocktake of short-list - Early 2016 SOE appointment round . . - t_ I.- . - i, Short-list makigniale Male Total nz?uiopeanToltafliig ., 9 26 Maori 6 35 (100%) Next Steps 14. 15. If the draft APH Committee documentation meets your needs, you should sign and lodge it with Cabinet Office by 10.003m, Thursday 7 April 2016. Assuming Cabinet and Caucus consideration occurs as expected, we will provide the necessary documentation to con?rm the appointments and reappointments in mid April to enable decisions to be confirmed by the end of April when terms are due to expire. Deleted - Not Relevant to Request SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Eady 2016 Appointment Round Page 7 Item 1 Page 8 of 53 Attached Documents 17. Attached to this report are: 0 Annex I: Company summary pages detailing the current appointment activity. 0 Annex II: End of term letters for retiring directors. T2016l356 SOE Portfolio: Update after Due Diligence Process and Documentation to Con?rm Appointments - Early 2016 Appointment Round Page 8 APPOINTMENT-IN-CONFIDENCE Item 1 Page 9 of 53 SOE Board Appointment Round Early 2016 - nut-pow? UPCOMING BOARD ACTIVITY Background . aim: itemizatipr regulatory environment, experience wor understanding of lwi issues within the Board membership terms of appor "mm 2009 2017 2018 IE . 1E2l3 4 1l213 41 213 4112[ MarkVerbiest Ch 'Don Huse 7 'Pip Dunphy :Prof Jan Evans-Freeman 11mg 2 . 'Michael Pohio . iReith Tempest mm? 7 Terms under considerat' . - . I ean Carroll, Bill Osborne, s?i?xa) Hon with an interview panel comprising Mark Verbiest x: . ty Chair) and Treasury representative, Gael Webster. r: 3 (Q on of the interviews Treasury recommends temporarily 2 4' ard size to eight, and appoint three new directors being Dean Commercial: In confidence Item 1 Page 10 of 53 SOE Board Appointment Round Early 2016 - nmmw? - Hon Tony Ryall, of Auckland, has a Bac - and after working 0 .5m?9 rs including a twice for a short time for BNZ he has been servin Minister of State Owned - - - Commercial: In con?dence Item 1 Page 11 of 53 Decisions required SOE Board Appointment Round Early 2016 - TRANSPOWER The Chair?s term is due to expi suitability and readiness could Verbiest as Chair for a fu this time Tony Ryall?s Chair the option of extending Mark Agree to tempora Agree/disagree. Agree/disagree. Agree/disagree. Agree to retain seven members on the Transpower Board Commercial: In con?dence Item 1 Page 12 of 53 SOE Board Appointment Round Early 2016 Agree/disagree. Agree/disagree. 0 Agree to the appointment of two candidates for a fthree Agree/disagree. 0 Dean Carroll 0 Bill Osborne Hon Tony Ryall Commercial: ln con?dence Item 1 Page 13 of 53 Minister for State Owned Enterprises Memorandum for Cabinet Appointments and Honours Committee State Owned Enterprises: Board Appointments and Reappointments Introduction 1. In this memorandum the Cabinet Appointments note my intention to make 9 appointments and 1 . Company):l - m. "tone iterates: we: as test I Transpower New Dean Francis Carroll Director Appointment Mike Pohio ea an William Michael (Bill) Director Appointment Keith Tempest Osborne Anthony Boyd Williams Director Appointment nla (additional (Tony) Ryall director) Item 1 Page 14 of 53 APPOINTMENT-IN-CONFIDENCE Background 2. These appointments are made in accordance with the guiding legislation and the constitutions of the companies, which stipulate that the shareholders may, at any time, appoint or reappoint directors to the boards. Directors are also appointed in accordance with the Cabinet-approved skills?based appointment process. in accordance with the constitutions of the companies. Comment magma E?i?vE mas? 3. In the case of the appointments and reappointments of the Chair and Dep ty Chairs detailed in the table above, shareholding Ministers will ?woint them @ctors Item 1 Page 15 of 53 ma Ram?grit M's - ?u -- . . transmission of electricity from producers to distributor TR - . It also provides the real-time co- ordination of electric . . ystem operator service. I intend to increase the size 0 -. for Chair succession and to appoint three new directo - -. New appointment - director Item 1 Page 16 of 53 APPOINTMENT-IN-CONFIDENCE New appointment - director Hon Tony Ryall is based in Auckland and was a Member of the New Zealand parliament for 24 years. He served as a Cabinet Minister from November 2008 until his retirement from public of?ce in September 2014, holding positions of Minister of Health, Minister of State Services and Minister for State Owned Enterprises. Mr Ryall was appointed a Companion of the New Zealand Order of Merit for services as a Member of Parliament in the 2015 New Year Honours. He is currently the, Head of Policy with the commercial law firm Simpson-Crimson. annointerg?sinirector of N18 NZ. in 201s eff/f ?eas-to be appointed as director forafull three year term. -. .J K. Certification 15. The Cabinet-approved process for these-Sappointments and reappointments. This included the folloyfin_gele?t1entsz <1 0 identifying the skills and experiehcelrebuired may. new?appointee . searching Treasury's posting of the position speci?cations on TreasuryTs website), aireque?st for nominations from Te Puni Kokiri, the Ministry for women; the Pacific Island Affairs, the Of?ce of Ethnic Communities-the National Party??auc'us and support parties 0 due diligence intetviie?vvjsiwith shortit'is?t?d?gandidates and company chairs and/or directors (for new appointees) being considered for appointment or reappointment-3f [l {74:33 where neCESsaFy, refeg?E??h?bRs (for new appointees). Conflicts of?int?erest?; 16. I that enquiries concerning con?icts of interest have been carried'out?for all candidates in accordance with the Treasury appointment guidelines, bridge; con?icts have been identi?ed, apart from those detailed in the following paragraphs?wiixll boards maintain an ongoing con?ict of interest disclosure regime, ingaccordance with the Companies Act 1993. All appointments and reappointm'eytsar? also subject to the satisfactory completion of background checks. 1 7_ Deiete i Date: 13 July 2016 Report No: <1 . \7 ?le Action Sought 42> Action Sought Deadline Minister of Finance For your informatiih\\> I) None ?25- ?l .332? "as ?t (Hon Bill English) an) (vs x? 3 A Associate Minister of Finance For your goima?fok {xx 13, None (Hon Steven Joyce) 15:? Minister for State Owned {q%yihmendation??gi??fimentaw for Monday 18 July 2016 Enterprises mart]; agree gigs mmended process; rEe?tb Treasu glancing consultation (Hon Tedd MCClay) l/E/W?hnominatin cies?and list positions on saf?yonline database ?b 2/ Contact for Telm? Discus required) Name If :rilr-jRofsition (MK xx Telephone 1st Contact Ngalre Best-) eam and 04 917 6074 59(2)(a) Perfonfpet?e? . . 't 5 Gael Webster S??bdvele?r, Governance and 04 890 7228 ?we Carla Wellington and Performance 04 917 6194 Actions Minister for State Owned Enterprises? Office Staff (if required) Return the signed report to Treasury. Note any feedback on the quality of the report Enclosure: Yes (attached) Treasury13548320V1 APPOINTMENT-IN-CONFIDENCE Item 2 Page 23 of 53 APPOINTMENT-IN-CONFIDENCE Treasury Report: SOE Portfolio: Commencement of Late 2016 Board Appointment Round Executive Summary This report details the board positions under your SOE Portfolio-reslgonsibilities whichyou will need to consider as part of the Late 2016 appointment roundifdr?erms ending 31 October 2016). iv" f, . . We seek your agreement to the process to be followed iforitheser?positions. We also seek your approval on the ?call for nominations? stage of the__proc?ss as soon? 3 pos'sible in order to ensure decisions are confirmed prior to the termiend.dates. For thistb occur, we ask you to approve the board position specifications cg??tniF?on of your decisions, we will provide letters for your Caucuskcoileagues and support parties seeking nominations for the co'nsultatiehilcan?e carried out through July and August 2016. Once your approval is received, Treasu?r?ytl?ritl?aiso comme?o??th? requisite consultation with the nominating agencies (Ministry forWorq?en, Minis,t_ry_fori2acific Peoples, Te Puni Kokiri and Of?ce of Ethn_ic Communities) a?dldg?mr?rience a public call for expressions of interest via director can?didgitefgt??tabase. x. t. i -. Attached are individual preliminary view on the positions under consideration, an?qw?erew?e seeklyourlmit?ia'l views on directors who will be reappointed, or retire, i Kin-x. Recommended-Action We recommenthhaFyou: I a. poteghat?n late 2Q16xx'yEQ/will have 15 positions to consider on the boards of eight 'mWa'hi'es thatr SOE Portfolio responsibilities "2 . b. note that, your wishes, we would expect around 1-2 new directors to be vi requiredmrl' c. summaries for each board (Annex I) detailing board membership and'provitiirig commentary on upcoming board activity and advise your initial preferences by annotating the relevant company summary pages where indicated d. note that letters to Caucus and support parties seeking nominations for positions under consideration will be provided in due course to support the decisions you make e. agree that Treasury can commence consultation with the nominating agencies, and list positions on its online director candidate database A gree/disagree. SOE Portfolio: Commencement of Late 2016 Board Appointment Round Page 2 APPOINTMENT-IN-CONFIDENCE Item 2 Page 24 of 53 APPOINTMENT-IN-CONFIDENCE @5121 defams?tam??tg Ngaire Best Team Leader, Governance and Performance Hon Todd McClay Minister for State Owned Ent -- T201611238 SOE Portfolio: Commencement of Late 2016 Board Appointment Round Page 3 Item 2 Page 25 of 53 Treasury Report: SOE Portfolio: Commencement of Late 2016 Board Appointment Round Purpose of Report 1. report provides background on the board positions under your SOE Portfolio that you will need to consider in the Late 2016 appointment round. You are asked-to advise your initial preferences with regard to reappointments andfetirements by apho?tating the relevant company summary pages. . V. I . We seek your agreement to the process to be followed-foirfthe and your approval to initiate the ?call for nominations? stagegf'the process?ifthisiis your wish. For this to occur, we seek your approval .on the?beiard position specifications provided. Treasury will then provide letters fp'rsyro'ur. signature tory?pu?rCaucus colleagues and support parties seeking nominations'for and commence the requisite consultation with. list the positions on Treasury?s online director candidate conduct searches via the database and other sources. I 3. T201611238 SOE Portfolio: Commencement of Late 2016 Board Appointment Round I If Male Totals .sz 42 73 "Matti; gig)?" 2 7 Asian - (100%) Currently you have primary?responsibility fra?i'fa?pr?int?ments to the boards of 16 companies under the SQE"P.ortfolio. of this report, the term Portfolio', refers to alt_"wrhganies for responsible for appointments as Minister for State includes the SOEs themselves, the three part-owned "Crown Fibre Holdings (CFH). The currentd_ernograbhics are detailed in the following table. Table "El-errtiographics of Sb??ortfolio as at July 2016 There-are currently 37.4% female directors across your SOE Portfolio which compares with the?bverall gender balance on all Crown boards (of which there are over 400) of around 43.4% (noting the Government's policy, led by the Minister for Women, which targets 45% women on Crown boards). The proportion of female directors heartened over the cast veers from 35 in 9013 and .37 5% 11.1.2014: to, 90.1.5. Deleted Deletedi- Not Relevant. to Request Deleted - N_ot Relevant to Request We will continue to focus on opportunities to improve the gender and ethnic balance of the Portfolio as the appointment process progresses. Page 4 Item 2 Page 26 of 53 APPOINTMENT-IN-CONFIDENCE Positions under Consideration 7. The Late 2016 appointment round addresses 14 director positions with terms -. pa 1" - i cludes three Chair positions Table 2. SOE director terms under consideration as at July 2016 'Gompany,? - :Terms under? ?i E'dmmentgz .3253 "wag! consideration 3? req.lired1 rt . - _u rim; Transpower Mark Verbiest (Chair) ReappointVerbiest 1 Reappointments for three years unless othem/ise speci?ed. T2016I1238 SOE Portfolio: Commencement of Late 2016 Board Appointment Round Page 5 Item 2 Page 27 of 53 APPOINTMENT-IN-CONFIDENCE 8_ Deleted - Not Relevant to Request 9. To allow adequate time for this appointment process to be completed by early October 2016, you will need to commence the requisite consultation processes in July 2016. 10. This report, through the attached summaries of each of the companies (Annex I), provides you with an overview of the appointment activity required in the second half of 2016. For completeness, this includes boards for which there is no appointment activity in this round. 11. in preparation for this report, Treasury has undertakehtit'szusxual rangeofinteractions with Treasury's monitoring teams and the Chairs oftltie'affected companies;;in order to gain an understanding of their views of the boardsr/t?hejappropriateness bf'the skill mix, and any specific performance issues. Process Steps and Indicative Timelineefrgpreviously reported, Cabinet for Consideration of Crown company board appointments in, Ed?summarfisa.tliei?ollowing are the elements of a typical appointment roundthat-Tr?efasury will/administer on your behalf. Further detail on the process was provided-in dated 24 October 2014. . fig 0 Treasury identifiesforthcoming terrn- ends,? develops a skills profile and succession nest for'tti'e board?be?sed?pi?t an assessment of the entity?s strategy, board composition; and board ?Rer?t?erTna?nce. on .boa?lsd?cbr?position and advise preferences for - r? xx \x If. - T?jeMipister agreesskills pro?le and provides an early indication of likely from colleagues and Treasury from - "I..representativegageitcies (Te Puni Kokiri, Ministry for Women, Ministry for Pacific of Ethnic Communities). Treasury advertises positions on its database and performs a search for suitable nominees. Chairsv/aie?ESKed for any nominations. . . .. Treasuryfcompiles a list of potential candidates for the board and supports the Minister in short-listing those candidates to be interviewed. 1? . - 'TT'e'asury and Chairs conduct due diligence interviews with short?listed candidates. 0 Treasury provides recommendations on preferred candidates to the Minister. The Minister con?rms ?nal preferences and conducts any final checks with colleagues. 0 Final reference and background checks completed by Treasury. - The Minister takes candidates through Cabinet Committee, Cabinet and Caucus. 0 Decisions are con?rmed, and all parties involved notified of the outcomes. T201611238 SOE Portfolio: Commencement of Late 2016 Board Appointment Round Page 6 APPOINTMENT-IN-CONFIDENCE Item 2 Page 28 of 53 APPOINTMENT-IN-CONFIDENCE 13. Assuming your agreement, the proposed timeline for the SOE Portfolio process is as follows: Table 3. Proposed timeline for the Late 2016 SOE Portfolio appointment round Action Date Minister agrees skills pro?les Monday 18 July 2016 Caucus and agency consultation 19 July 5 August 2916 Minister short-lists candidates Mid August 2016 Due diligence interviews Late August If; Minister con?rms ?nal decisions, Mid 2.x] . "x retiring directors noti?ed -. .r - - <3 APH, Cabinet, Caucus 2016 New directors commence 1 November/2016 lt- 3] Next Steps . 'x 14. Depending on your wishes new appdl?trni??ts, we will provide letters to your Caucus and support partQ'-cblleagUes with a close?off date of Friday 5 August 2016. measuiywm thenfcopsmt-mth the nominating agencies, list the positions on our onlip?g?lirector and perform a search for suitable nominees. Attached TI 15. Attached are: - Anne?t'lisl?frnmarikes for each SOE Portfolio board, detailing board membership grandiproviding on upcoming board activity for your perusal and j: ?copnmEnt, wh_efe~itgdicated. I 'Wdt Requue? 238 SOE Portfolio: Commencement of Late 2016 Board Appointment Round Page 7 APPOINTMENT-IN-CONFIDENCE Item 2 Page 29 of 53 - TRANSPOWER UPCOMING BOARD ACTIVITY Summary 0 Earlier this year you appointed Bill Osborne, Hon Tony Board. Mr Carroll will commence his ?rst term on 1 Board membership to eight. 4 The term of the Chair Mark Verbiest is due to expi@ October having served six years. A decision needs to be made a - his ppoint eplacement. 0 Treasury recommends the reappointment 0' lest years to provide for continuation of instituti ledge Board membership - terms of appoin SOE Board Appointment Round Late 2016 Dean to the 201E?g the term of three Iatory skills. A Trampower )9 F010 F011 Mark Verbiest Cha'r emamgw - . Der) Chair Pip Dunphy Prof Jan Evans-Freeman Tim Lusk Bill Osborne ?Hon Tony Ryall \7 0 018 19 when 1? .. 412l3 4m2 a 4?blahmzlalamg -: Term under considera 0 Mark Verbiest?s term is due to expire on 31 October 2016 and his reappointment for a Treasury:3548349v1 Commercial: in confidence Item 2 Page 30 of 53 SOE Board Appointment Round Late 2016 - mmow? carefully to ensure suf?cient institutional knowledg a time when the company is in a transformative ph -. . Decisions required 0 Note that the term of Verb' es on 31 October 2016 0 Agree that -- - iest be Inted as Chair and director for a term of three be inc to eight EITHER Agree/ OR - Agree to the r? of Mr Verbiest at the end of his term Agree/disa 0 Agree th Tony Ryall be elevated to Chair for the duration of his term and retain the Board at seven persons Agree/disagree. More Treasury:3548349v1 Commercial: in con?dence Item 3 Page 31 of 53 APPOINTMENT-IN-CONFIDENCE .5) THE URY Kaitohulohu Kaupapa Rawa Treasury Report: SOE Portfolio: Candidate Short-listing for Later2-3016 Board Appomtment Round I x? x! (2417??) . \7 Date. 17 August 2016 Report No. File Maw CM?dgaladlsAction Sought Avg- ?5 ?sf \xx . Action Sou ix}! ("xx . KN) Deadline Minister of Finance For None (Hon Bill English) Associate Minister of Finance Regio?ur informatio/nj) 13;? I None fr. (Hon Steven Joyce) k/ Minister for State Owned short?is?tsjet?oards where . Wednesday 24 August 2016 Enterprises a new directors/a?reTequired (I (Hon Todd McCIayContact forifeleph'one Discus on (If requrred) 5/ Name fir Telephone 1st Contact Ngaire Best: if?? Tea?ead?rfGovernance O4 917 6074 89(2)(a) an?ferformance Gael Webster /?em?>Advisor, Governance 04 890 7228 Performance A Carla Wellingtonxs/z Miser, Governance and O4 917 6194 r? I \l >Performance . r; Actions for the Minister for State Owned Enterprises? Office Staff (if required) Return the signed report to Treasury. Note any feedback on the quality of the report Enclosure: Yes (attached) Treasury:3566249v1 APPOINTMENT-IN-CONFIDENCE Item 3 Page 32 of 53 Treasury Report: SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round Executive Summary sought. This report summarises the nominations and expr - each board position, and asks you to agree a candidate . now expect 2-3 new directors will be required. . age we Assuming there are suf?cient candidates to meet - ds, Trea ommence the candidate due diligence process, with a view to appo' -: -. irmed through 0 a APH Committee, Cabinet and Caucus by earl 016. Recommended Action We recommend that you: b. c. Ngaire 89 Team Lea Governance and Performance Hon Todd McClay Minister for State Owned Enterprises T201611452 SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round Page 2 Item 3 Page 33 of 53 APPOINTMENT-IN-CONFIDENCE Treasury Report: SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round Purpose of Report 1. This report details the candidate options available for your consideration for the SOE Portfolio board positions currently under consideration. It is hoped that you be able to confirm short-lists for further consideration for each be ere new dir are required; advise if there are any other candidates you options provided; or advise if you would like further . Background 2. As previously reported [Treasury report a 5.21:: refers] . ?ho to address the mpanies wit OE Po . -- . rpositi 'ja?i-cfmiz?tgmwe . a Transl? . wishes, we estimate around 2-3 - us rs will d. if A summary - ment activity included in the current process, and decisions you hav indi a a a ate, are detailed below. Table 1. SOQQC terms under consideration as at August 2016 .?Cqmment- -A i??f??uire?ll; 1 Reappointments for three years unless othenivise speci?ed. T2016l1452 SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round Page 3 APPOINTMENT-IN-CONFIDENCE Item 3 Page 34 of 53 Gbmpany Termsunder consideration ee ?ee es Transpower Mark Verbiest (Chair) Verbiest to retire Hon Tony Ryall Elevate Ryall to Chair 7. mm} 4&1: 2 Reappointments for three years unless otherwise speci?ed. T2016l1452 SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round APPOINTMENT-IN-CONFIDENCE Page 4 Item 3 Page 35 of 53 APPOINTMENT-IN-CONFIDENCE 8? Deleted - Not Relevant to Request Decisions Required and Process 9_ Deleted - Not Relevant to Request r?ig> 10. Attached is a summary for each board detailing the d?cis'oiis?hequiredghdotr? recommendations for each position, as well as suggested andidatesife?i?u tier consideration (Annex I). We ask you to note youf?Wis?es directly,_on these? ages, where indicated. .- 11. You have already signalled your of retirements, and documentation will be prepared to decisions": will then provide the usual letters acknowledging departin?gdirectors' Diversity ?I?xlf-T" ,3 12. You have primary responsibility foFappoint/men?sqto?t?e boards of 17 companies under the SOE Portfolio. For thefpurpose of term Portfolio?, refers to all companies for which as Minister for State Owned Enterprises. It therefore'tpcludes tha?tQ: 'tti?mselves, the three part-owned airport companies and Crown-Fibre Holdings/l.th QPH). Please note that the Board of Crown Asset Management-tfdis now includedin the diversity statistics. Irf?9* 13. positionsfaEpS?Et?e 17 boards under your SOE Portfolio responsibilities-36.6% are are Maori and 2.2% Asian. No current SOE directors?hayeself-idenged as Pacific People. Across the overall Treasury portfolio there?are?egrrently 39.8{dteni Board members, 8.3% identified as Maori, 1% as Pacific Peb?le, and 25.1% sian. The four listed companies in the portfolio are from calculation. "x31? 14. target of 45% female membership on Crown Boards. In 2015 the Ministry Off-Women has advised that the overall percentage of women across all Crown board/sis approximately 43.4% as at December 2015, up from 41.7% in 2014, 40.5% in 2012. 15. It is. IlKeiy?around 2-3 new directors will be required (assuming your agreement) so there liegscope to focus on diversity of the boards in this process. We have endeavoured to provide a wide range of candidate options and were conscious of diversity issues on each Board. T2016i1452 SOE Portfolio: Candidate Short-listing for Late 2016 Board Appointment Round Page 5 APPOINTMENT-IN-CONFIDENCE Item 3 Page 36 of 53 Timeline 16. As you short-list candidates we will commence due diligence processes for each board, which typically involves interviews with the Chair (and potentially the Deputy Chair or a senior director), candidate and Treasury representatives, and referee and background checks. We will report the outcome of the process to you with recommendations for appointment. It is usual for candidates to drop out of, or be added to, the process as it progresses. The current expected time frame is as follows: Table 2. Updated timeline for SOE Portfolio Late 2016 Appointment Round 2,9 Action Date Minister agrees skills prom-as Late July 2016 (compr?g?afi xix-Tu}. Caucus and agency consultation 22 July 2016 2016 short-lists candidates Mid AuQu?rrz??s - - Due diligence interviews Late L- Minister con?rms ?nal decisions, 2016 retiring directors noti?ed APH, Cabinet, Caucus .. New directors commence \jNo-tiember 2,036- I. \l Attached Documents - 17. Attached to this g- r" I, If. 0 Annex I: summaries-IV for where positions were considered, along with potential candidate, tistjs for the beardsiwhere new directors are required. .. . Deleted to Request"xxT2016I1452 SOE Portfolio: Candidate Short?listing for Late 2016 Board Appointment Round Page 6 Item 3 Page 37 of 53 SOE Board Appointment Round - Late 2016 - TRANSPOWER UPCOMING BOARD ACTIVITY Summary 0 'r h% and . were) Trampowa' )9 F010 3 F017 F018 F019 [202 213i4 1_ 213i4 4 1 12341 2i3l41 2 3 41 2 a 41[2 Mark Verbiest cm" 0 1- - . . Don Huse I . [Pip Dunphy 'P_rof Jan Eugng?lieeman 'Tam Lusk I Bill Osborne 3 Hon Tony Ryall I Term under consideraW Ehe Chair Mark Verbiest and elevate Hon Tony Ryall to 16. Documentation to confirm the elevation will be Commercial: In con?dence Item 4 Page 38 of 53 Kuilohutolm Kaupapa Rawa Treasury Report: Deleted - Not Relevant to Request . Transpower Newg?zeg?hd girl? Appointments and Reappojr?rnent?bocumeritatlbn em? X. xx I 0 I Date: 12 September 2016 leeway TzryeftgeAction Sought egg-Qty .. x/ . .32 . Action Deadline Minister of Finance Agree_to signyareholderehe?o?\/ By 26 September 2016 (Hon Bill English) 0 1.1% T11 I. - Associate Minister of Finance None If (H I A II (Hon Steven Joyce) Minister for State Owned to preferr?- ndidates; agree to sign 10.00am, Thursday Enterprises "17- ,?documegt??irisoydnsideration can occur at 15 September 2016 APH "on 20 September 2016; (Cabinet Of?ce deadline) (Hon TOdd agree to s?rg W323 approval letter; agree to p3.- sigrrehareho '?lers notice by 26 September to sign letters to retiring Chairs welt-x: ?b "d Contaoffeh- epho/n/ebigo?ussion (if required) To Name Telephone 1st Contact Gael Webster - Governance 890 7228 39(2)(a) (:1ng Performance Ngaire Best KgTeam Leader - Governance 917 6074 ?x and Performance .f 1 Actions for the Minister of Finance and Minister of State Owned Enterprises? Office Staff (if required) I Return the signed report to Treasury. Return the signed shareholders notice to Treasury. If signed, send and of term letters prior to 31 October 2016. Note any feedback on the quality of the report Enclosure: Yes (attached) Treasury23582239v1 Item 4 Page 39 of 53 Treasury Report: Transpower Ltd: Chair Appointments and Reappointment Documentation Executive Summary 515:; 5) .4 ?It If you agree you are asked to sign and to this reappointment and appointme with Cabinet Of?ce by 10.00am on Committee meeting scheduled 20 8 names; Fir-33.351: 2 am image: 5 Recommend?wtion a Titi?l?tam?mt 53131517314! 136% {Emmi Ltd: Chair Appointments and Reappointment Documentation Item 4 Page 40 of 53 APPOINTMENT-IN-CONFIDENCE and reappointme .. .. ?r . . .. and Transpower meg-i .- Agree/disagree. . i. agree to sign the letter I (Annex j. Ngaire Team overnance 8- Performance Hon Todd McClay Minister for State Owned Enterprises mix-"m- ?at Ltd: Chair Appointments and Reappointment Documentation Page 3 APPOINTMENT-IN-CONFIDENCE Item 4 Page 41 of 53 APPOINTMENT-IN-CONFIDENCE Treasu ry Report: Transpower Ltd: Chair Appointments and Reappointment Documentation Purpose of Report 1. ?ag: maximum gamma if Decisions already con?rmed or required Item 4 Page 42 of 53 APPOINTMENT-IN-CONFIDENCE 7, Diversity 8. We note the gender diversity of these boards will not be changed as a consequence of these appointments and a full report on diversity will be contained in a following report covering all SOEs in this appointment round. >3 ,4qu Next Steps A 9. If the APH documentation meets your needs, yoqun an lockgyi Cabinet by 10.00am, Thursday 15 September 2016. Attached Documents rg?) 10. Attached to this report are: Ltd: Chair Appointments and Reappoin-tm-ent Documentation Page 5 APPOINTMENT-IN-CONFIDENCE Item 4 Page 43 of 53 APPOINTMENT-IN-CONFIDENCE Minister for State Owned Enterprises Memorandum for Cabinet anemia-?Exams: mammal Board Appointments introduction 1. In this memorandum the Cabinet is invited m: ke one reappointment of th _o Lira?c.) mall: -IEEQEW . immigrants-it 'f?r-?zgeze-Px- ?7 i PETSODI u: 13Mark Verbiest Appointment (Elevation to Chair) Transpower . ms . .0 Byiu Backg 2. These appointments are made in accordance with the guiding legislation and the constitutions of the companies, which stipulate that the shareholders may, at any time, appoint or reappoint directors to the boards. Directors are also appointed in accordance with the Cabinet-approved skills-based appointment process. 3. In the case of the appointment of Chairs detailed in the table above, shareholding Ministers will first appoint the candidate as a director in accordance with the constitution of the company. Item 4 Page 44 of 53 APPOINTMENT-IN-CONFIDENCE seem m: ?agrar?im lie-mg? Transpower 6. Transpower owns and operates the national grid for transmission of electricity from producers to distributors and some electricity users. It also provides the real-time co- ordination of electricity transmission through its system operator service. This appointment round brings the retirement of Chair Mark Verbiest who has served for six years and I intend to elevate Hon Tony Ryall to Chair of the Board. Item 4 Page 45 of 53 Appointment - Chair Hon Tony Ryall, is based in Auckland and was a Member of the New Zealand Parliament for 24 years. He served as a Cabinet Minister from November 2008 until his retirement from public office in September 2014, holding the positions of Minister of Health, Minister of State Services and Minister for State Owned Enterprises. Mr Ryall is a Companion of the New Zealand Order of Merit for services as a Member of Parliament and is currentiy the Head of Policy with the co mercial law fir impson Grierson, Chair of NIB I 9.. girl 3.13-1.3: .41 'hlt. may .I. He pinted as director of Transpower on 1 May 2016 an LVE. eleva air from 1 November 2016 for the duration of his term. .. bait to) La: use? Item 4 Page 46 of 53 APPOINTMENT-IN-CONFIDENCE moaumammral; - I - '1 Certification 0 12. The Cabinet-app cess . -r the following - - skills an 'ence required in any new appointee Treas?s ca didate database (and posting of the position - ?3 website), seeking nominations from external search for these appointments. This included 13. I can con?rm that appropriate enquiries concerning con?icts of interest have been carried out for the candidates in accordance with the Treasury appointment guidelines, and no con?icts of interest have been identified, apart from those detailed in the following paragraphs. All boards maintain an ongoing con?ict of interest disclosure regime, in accordance with the Companies Act 1993. All appointments and reappointments are also subject to the satisfactory completion of background checks. barges: Kala-ma Item 4 Page 47 of 53 APPOINTMENT-IN-CONFIDENCE Representativeness of appointments the boards concerned to have an appropriate gender nic and hical balance. Future appointments 17. Processes relating to the appointments a ppointmen 'ec ors within the State Owned Enterprises portfolio are expe ort back to the Committee in October to con?rm these ts. Fees 18. The fees will be drawn from the a - - tion app Ministers. The rate for the Deputy Chair is 1.25 times . 16. I can confirm that full consideration has been given to th?eptor the me rship of the boards by shareholding nit rate, and the rate for the These fees have been set in .. Methodology which was updated . The following details the current Item 4 Page 48 of 53 APPOINTMENT-IN-CONFIDENCE Recommendations 19. It is recommended that Cabinet Appointments and Honours Committee: 1. note the intention of shareholding Ministers to make the following appointments and reappointment to the boards of the companies listed below: ?ss??n?ii? -- -- [Besp??intm??t . . ., Wge??imat .- Transpower (Hon) Antony - - From 1 November 2016 Mark Boyd Williams - up to 30 April 2019 Verbiest (Tony) Ryall ntment to Chair, shareholding Ministers will first 5 director, in accordance with the constitutions 1' - State Owned Enterprises are ongoing, and that there will be a APH Committee to con?rm the new appointees in due course. Hon Todd McClay Minister for State Owned Enterprises (on behalf of shareholding Ministers) Date: Item 4 Page 49 of 53 Organisation Form Cabinet Appointments and Honours Committee All sections must be completed. This form is available in Werd fonnat at ovt.nz/ Organisation . Transpower New Zealand Aiw Current MembersihiQ fr? a . a Detect: nal Expiry date of Name Age I. [fap?pohli?ient present term Mr Mark John Verbiest (Chair) 89(2)(a) \j ?gs/2010 31/10/2016 Mr Donald William (Don) Huse @4205/2011 30/04/2017 2 Ms Philippa Jane (Pip) Dunphy 1/05/2015 30/04/2018 CFA Professor Jan 1/1 1/2012 31/10/2018 FInstP, FIPENZ, f" i Mr Timothy (Tim) Ala/r1 Bush?; 1 1/05/2015 30/04/2018 Mr William Michaf. 1 1/05/2016 30/04/2019 Osborne Hon Anthony/gs dmiliams 1/05/2016 30/04/2019 (TOHY) Rya??t ?flak: g7 .V 0 AV Brief Outline of the-'E-tmdions and Responsibilities of the Organisation f?x . a? Transpower a . Ne 'uZea and/Ltd (Transpower) owns and operates the national grid for transmissmn of electricity fgg?preucers to distributors and some electricity users. Transpower also provides the of electricity transmission through its system operator service. HIV- Date: 12/09/2016 Use further pages, if required, to provide the information requested. Item 4 Page 50 of 53 Candidate CV Form All sections must be completed. This form should be completed in consultation with the candidate where possible. This form is available in Word format at Name (family name in upper case; include title if appropriate) Hon Anthony Boyd Williams (Tony) RYALL x5 The .- Ur. Ilk? - ?22' II xx. r? . t. rgan'sa l0" Transpower New Zealandegd a .JJ x" (chair/member etc) Elevation to as 7-2 ass-xiv Term From 1 Nove/ up 1.6%ng 2019 .) I -i x? i. . Payment $98,00??g?nnum luv/5 ,4 (per day andJ'or per year) 't How the Gang/Ems, Meets this! . . Needs of the Posmon Kai?s. A Skills and attributes the I candidate will bring to position (eg: business skills, cormntinity. involvement, cultural awareness,_ regional perspective seesaw-id the needs of the position): .. I 3/ f1? Tony?gglw dased in Auckland and was a Member of the New for 24 years. He served as a Cabinet 4 Minister Q3 November 2008 until his retirement from public of??elinZTSEptember 2014, holding the positions of Minister of of State Services and Minister for State Owned Sty/prises. Mr Ryall is a Companion of the New Zealand 373/" ?f yr of Merit for services as a Member of Parliament and is the Head of Policy with the commercial law ?rm, :55impson Grierson, Chair of NIB NZ and of NIB Holdi?PY-l "f Ltdand. a Tmstee of the Mas-sen I_Inivensi_t_v foundation 8 .117 I, :5 He was appointed as director of Transpower on 1 May 2016 and is to be elevated to Chair from 1 November 2016 for the duration of his term. Possible con?icts of interest None identi?ed. Proposals for con?ict management (if applicable) Not applicable. Continue on next page if required Item 4 Page 51 of 53 The Candidate Name (family name in upper case; include title if appropriate) Hon Anthony Boyd Williams (Tony) RYALL Address {if} ?x a" r" r' f??tf ., . Citizenship I (if not New Zealand) fa}. x. A semen {e Lax-1 f; . 7.3? ?9?s Current 0' mOSt recent Head of Publlc Bomwpson Grierso?nrzois-current) employment (Specify position and employer, include years) -. r, i< it Government board appointments held (current and previous, include years) i x/ no" Directo?f??spbwer (2016 "reng Private andlor voluntary sector board appointments held (current and previous, include - i (?If I . xi 6 \u z?lb'r?e?ctor and ChairleByi Holdings (2015-cun?ent) i; \irgg?or and (2015-current) [Chair from 6] i )lrustee git?ieEMas/sey University Foundation (2016-current Quali?cations and expenR 3? (include signi?cant work'hi/an: counnunity 5 u. I acheioi?of Business Studies, Massey University (1986) . iggs experience Minister for State Owned Enterprises (1997-1999, 2011-2014) - . *Minister of Health (2008-2014) Minister of State Services (2008-2011) Minister of Justice (1999) Minister of Local Government (1998-1999) Associate Minister of Justice (1997-1998) Member of Parliament (1990-2014) Senior Credit Analyst, Bank of New Zealand (1987-1989) Date: 12 September 2016 Use ?thher pages, if required, to provide the information requested. Reference: Date: To: Deadline: (if any) @g Item 5 Page 52 of 53 THE Kaitohutohu faupapa Rawa 19 September 2016 Minister for State Owned Enterprises (Hon cCIay) Attorney-General (Hon Christopher Finlaysg 8.30am, Tuesday 20 September 201 - b'?p?giiritfn??'??" Appointment From 1 November 2016 Transpower (Hon) Anthony Mark Verbiest Boyd Williams (Elevation to Chair) up to 30 April 2019 (Tony) Ryall Treasury23586448v?l 1 Item 5 Page 53 of 53 Hon Tony Ryall, is based in Auc was . the New Zealand . Parliament for 24 years. He -. a Cabi holding the positions of Minister of Health, Ministe - Service star for State Owned Enterprises. Mr Ryall is currently the olicy . mercial law firm, Simpson Trustee of the Masse Universit" foundatio xii; ma?a: Exam-"a 'i?tc?n 451;}: Treasu als will be in the Committee room lobby for the duration of the meeting. Gael Webster, Senior Advisor, Governance Performance, 890 7228 Ngaire Best, Team Leader, Governance Performance, 917 6074 Treasury23586448v1 2