Clause 32 of the Deed requires the board to start a review of the Deed within four years of the Settlement Date, with an independent facilitator running the consultation. We did not see the review in any document we received, and when we asked about it in an interview, it was not clear where the review is up to. The Handbook has a 2023 cover date and 2025 footers, so it is not clear when it was last updated.

Confirming where the review is up to just takes one question at the next hui. A set review cycle then keeps the Deed and the policies current.

Confirming the Deed review and setting regular review dates keeps the Deed and the policies up to date. It also means the board meets the deadlines that the Deed sets.

• Confirm at the next hui where the clause 32 review got to. If it has not started, ask one or two trustees to work out what it involves.
• Put a five-yearly Deed review and an annual policy review on the board calendar.
• Consider introducing the possibility of a Board Secretary role into the Deed as part of the review.

The clause 32 review passes its deadline without the board noticing.

Te reo is one of the strongest kaupapa led by the Trust, with weekly reo activities, wānanga and iwi-specific resources. Trustees describe their own reo capability as uneven with only a few trustees leading the board's reo kaupapa.

"Ko te reo te mauri o te mana Māori" ~ Tā Himi Henare.

The board leads Pou Ahurea and is encouraging whānau to reclaim te reo. Its own reo shapes how that kaupapa is led, and how the board thinks. Weekly reo activities and wānanga are already running, so there are opportunities for trustees to also learn alongside whānau without building anything new.

Building the board's own te reo framework and capability lets trustees lead the reo kaupapa by example in board hui and adopt it into governance.

• Confirm a reo goal for the board. This could be around agreeing where te reo should be present, capability around karakia and mihi, or over time holding part of board hui in te reo.
• Create a glossary of kupu that the board will use and what they mean to the board.
• Offer trustees a learning pathway they can join alongside whānau.
• Ask the Pou Ahurea lead to report on the board's reo progress once a year.

• Te reo in board hui stays with a few trustees rather than the whole board.
• The board asks whānau to reclaim te reo while its own capability stays uneven.

The General Manager role was created by promoting the office manager. The General Manager now carries much of both jobs, including their own administration and support for the Chairman, with limited administrative help. The KPI paper itself says long hours should not be treated as a sign of good performance.

Most of the board's other changes, such as the Delegations Policy and the Risk Register, rely on the General Manager to carry them out. If the role stays overloaded, those changes stall and the Trust risks losing the person who holds much of its knowledge. The first step can be taken at the next hui, and the board can then agree how to fund more support.

Proper support makes the General Manager role workable over the long term. It lowers the risk of the Trust losing what the General Manager knows, and gives the General Manager someone to turn to outside the performance review.

• At the next hui, ask the General Manager for one page showing the hours worked, the administrative load, and what more administrative help would free up.
• Fund that administrative help, or agree openly what comes off the work programme.
• Name the Chairman, or two trustees, as the General Manager's support people, with a monthly check-in that is separate from the performance review.
• Report on the General Manager's KPIs to the board every quarter.

• The board fails to recognise the mana of the General Manager role as its key implementation lead.
• The General Manager burns out, or the relationship deteriorates, and the Trust loses 14 years of knowledge.
• The Delegations Policy, the Risk Register and the budget work stall, because they all rely on one person.
• The board keeps judging results without seeing the workload behind them.

Neither the Deed nor the Handbook provides for a Board Secretary, and there is no position description for one. The board's minutes and registers are well kept, but we did not see a named role responsible for them. The General Manager's KPIs include tracking board actions and keeping the Governance Calendar, so management currently also takes on the board's administration.

A board needs someone whose job is to keep its records, send notices on time and follow up requests. If someone in the operations team does this, they answer to both the General Manager and the board, can be caught between them, and stretch a small team already doing the Trust's everyday work. A part-time or contracted Secretary answers only to the board, at a cost the board can set.

An independent Board Secretary gives the board its own support for records, notices and follow-up, and answers only to the board. Board work then does not compete with the Trust's day-to-day work.

• Write a one-page position description covering minutes, notices, the Conflicts of Interest Register, the Action Register and the board calendar.
• Give the Secretary the responsibility of progressing the agreed recommendations noted in this Aromatawai process so there is dedicated resource toward implementing them.
• Size the role to the Trust. A few hours a month from a contracted secretary may be enough, and the board sets the cost.
• If a staff member supports the board in the meantime, write down which board tasks they do, who gives them instructions for that work, and how their usual work is covered.
• Consider adding the role to the Deed when the clause 32 Deed review takes place.

• The board's records and follow-up keep depending on an already stretched operations team.
• A staff member supporting the board can be caught between instructions from the board and from the General Manager.
• Board requests keep going missing because no one owns them.

The Trust's policies are strong for staff and operations, but say little about the board itself. Trustee duties are spread across a dozen clauses of the Deed. We did not see a position description for the Chairman or a trustee, or terms of reference (a short document setting out a group's purpose and what it may decide) for committees. Survey answers differ on whether the subsidiary boards have them.

If a trustee's role is not written down, new trustees cannot be inducted into it, and trustees cannot be reviewed against it. The trustee and Chairman position descriptions are best written at the same time as the Delegations Policy, because both set out who is responsible for what.

Adding these will mean trustees have the same clarity about their own roles that staff already get from the Handbook.

• Write one-page position descriptions for a trustee and for the Chairman, and a short statement of trustee duties: care, good faith, prudence and confidentiality.
• Confirm the terms of reference each subsidiary board already has, and write a half-page terms of reference for each committee and representative role. If the board is wanting sub-committees, options raised in the interviews include finance, people and compliance.

• New trustees have no written role to be inducted into or reviewed against.
• The board keeps relying on memory for what each committee and representative role may decide.

In the kōrero, trustees often raised governance knowledge and trustee skills as areas to grow. Trustees asked to learn more about their role, to have a planned training programme, and to understand the finances better. They also asked for training to be part of being a trustee. Between them, trustees have decades of experience and know the settlement and the iwi well.

Trustees bring different backgrounds, and not all have had governance training. A shared programme helps every trustee play a full part in decisions about money, risk and delegation. Introducing this alongside the Delegations Policy means the sessions deal with the changes the board is making.

A development programme gives every trustee the same base of governance knowledge, specific to your Trust's context, no matter the experience they bring.

• Agree on several development sessions, covering the trustee role, where governance ends and management begins, reading the accounts, and risk. Put these sessions in the board calendar.
• Pair each new or returning trustee with an experienced trustee as a tuakana (mentor) for their first year.
• Create an Induction Pack for current and new board members.
• Use a board governance Skills Matrix to make sure the board has highly capable members.

• The same few trustees keep doing most of the financial and governance work.
• New trustees start next year with no shared training in the role.

Trustees experience decision-making differently. In the survey, 4 of 7 trustees said they are not always comfortable with how decisions are reached. Several said information arrives too late, and some decisions feel settled before the hui. Others, including the Chairman, said the board already decides by consensus. At the May 2026 hui, three matters were raised that were not on the notified agenda.

Trustees can fully support a decision when they get the information in time to have their say. Some trustees feel the board already works this way, and writing it down still helps new trustees, and gives whoever supports the board set dates for papers and calendar invites. A few short written rules can be agreed at one hui, before the next major decision comes up.

A written decision process gives every trustee the same information, in time, before a major decision. Trustees can then support the board's decisions, including ones they argued against.

• Adopt three written rules in the next month, and add them to the Handbook:
  • Papers for a decision arrive a set number of days before the hui, or the decision waits unless the board agrees it is urgent.
  • A new proposal first raised in 'board-only time' (the part of the hui after staff leave the room), without a paper, is decided at the following hui. Every trustee then has time to read and think about it before the board decides.
  • When the board sets up a sub-group (a small group of trustees working on one issue), it first asks which trustees would like to take part. The whole board then agrees, at the hui, who is in the group.
• Ask trustees to send new items to the Chairman before the agenda goes out. Anything raised on the day goes on the next agenda, unless the board agrees it is urgent.
• Bring the three rules above together in the one short paper the board adopts, so the timings, the test for an urgent item and the sub-group process all sit in one place.
• For the next two significant decisions, ask for a half-page paper setting out the issue, two or three options, and a recommendation.
• Record in the minutes when a decision is deferred for more information, so that asking for more time is seen as normal.
• Give each agenda item a time and a Decision or Information label.

• Some trustees keep experiencing board hui as consensus, and others as a done deal.
• Trustees who ask for more information keep being seen as difficult, or feeling that they are.
• Whoever supports the board has no set dates for sending papers and calendar invites.

The Deed's dispute process, chaired by an independent lawyer, covers membership and tikanga matters, not disagreements between trustees or between trustees and staff. The Handbook's Conflict Resolution, Harassment and Bullying Policy covers staff, not trustees. Concerns between board members and kaimahi have come up more than once, and a process that covers the board has been asked for at board hui more than once.

Without an agreed process, each disagreement is handled differently, and relationships can be damaged along the way. The standards already exist in the Code of Conduct. A process tells the board how to use those standards when a concern comes up.

A tikanga-based process means a concern is heard fairly and resolved in a way that protects the mana of everyone involved.

• Draft a one-page conflict-resolution approach in the next three months. It should cover how a concern is raised, who hears it, the tikanga that applies, the timeframes, and how the outcome is reported to the board.
• Consider existing frameworks such as the 'take-utu-ea' and hohou te rongo processes.
• Have a small group of trustees hear concerns, so that no single trustee hears them alone.
• Keep the approach with the Code of Conduct.
• Move the conflicts of interest declaration to the start of every hui, before any item is discussed. The register of interests is already item 5 on the agenda.
• Agree what will remain confidential to the board room.
• Keep the dispute process set out in the Deed for concerns that the new process fails to resolve.

• Future concerns between a trustee and a staff member are handled with no agreed process.
• Unresolved tension between the board and staff builds up.
• A trustee who raises a concern can be left having to prove it is real.

In the survey, planning the board's work during the year was the second-lowest rated of all the areas. There is no current Board Work Plan in place. Trustees described asking for policies at board hui that were never brought back to them. The General Manager's KPI paper already proposes an Action Register, a Governance Calendar and a Policy Register.

When requests are not written down, people have to remember them, and trustees end up raising the same things again. Deadlines the board must meet, such as the review of the Deed required by clause 32, can also be missed. The General Manager has already proposed these tools, so the board can ask for them in the next pack.

An annual calendar and an Action Register give the board a written record of what it has asked for and what is due. Requests get done and reported back, and the board meets its deadlines.

• Show a brief calendar work plan in each pack. Include the AGM (annual general meeting), elections, the budget round, the audit, a twice-yearly strategy check, the board's yearly self-review, and the dates policies are due for review.
• Have the Chairman and the General Manager set each agenda together, from the calendar and the Action Register, and send it out with the papers.
• Add an Action Register to the back of every pack: what was asked, at which hui, who owns it and when it returns. Briefly review it towards the start of each hui, and update the status of actions.
• Put trustees' own actions on the Action Register too, each with an owner and a date.
• Add a list of the board's policies with the date each one is due for review, starting with the policies now being drafted.
• Ask any trustee who represents the Trust on an outside body to provide a brief written report at an appropriate frequency.

• Requests made at board hui keep going missing, and trustees keep raising them again.
• Deadlines such as the Deed review required by clause 32 are missed.
• The board keeps missing updates from trustees who represent the Trust on outside bodies.

Some trustees can reach key documents easily and others cannot. In the survey, a shared document system was the improvement trustees ticked most often (4 of 7 trustees). A system called Stellar Library was adopted a few years ago and then dropped because it was not used. Staff chose it and put it to the board, which accepted it, before trustees had agreed what would work for them.

Trustees cannot govern well if they are working from different information. Staff chose the last system, so this time let the trustees choose. A new system will be most useful once the board has a calendar and an Action Register to put in it.

A document system the trustees choose means each trustee can find past decisions, policies and board packs, in the form they prefer.

• Hold a short kōrero at a hui about which documents the trustees need and how they want to reach them, and then choose a system together.
• Keep a paper option for trustees who prefer it.
• Put the board's Handbook, updated strategy, annual calendar, and Pou measures into the system once set up.

Trustees keep arriving at hui with different information or are unable to find it when searching.

The 2022–2027 Strategic Plan records whānau feedback from 2021 hui, and ends in June 2027. The Board Documents Checklist (a list of Board documents that your key contact rated for this review) marks it as not used. Only Taiao has funding linked to its priorities. We saw no record of how the board will build its next strategy. Asked whether the plan has been reviewed, trustees gave at least five different answers.

A plan that trustees understand differently cannot guide their decisions. The refresh needs an owner and a finish date now, so a new plan can be made with whānau and adopted before the current one ends.

A single refreshed plan gives every trustee the same understanding of where the Trust is heading, and lets the budget follow the strategy.

• Record a refresh process in the minutes now: who leads it, how whānau will be consulted, and when the four Pou frameworks come together into one plan.
• Before any writing starts, agree how the board will build its strategy, and which kaupapa Māori concepts it will draw on.
• Agree a small set of criteria for choosing between projects, and a guiding budget for each Pou, including Pou Hapori's grants.
• Gather whānau input widely, beyond those who come to local hui: an online survey, calls with iwi members, and focus groups in different towns.
• Use the method the Charitable Trust used for its five-year plan: a series of wānanga with trustees and kaimahi.
• Keep the plan to one page per Pou, e.g. with a vision, three outcomes and three measures.
• Add a strategy check to the agenda twice a year, and have each Pou owner report against the board's agreed measures for their Pou.
• Agree a simple way to check projects against the plan's priorities, so the budget follows the strategy.

• The Strategic Plan expires, and the budget round ends up setting the Trust's direction.
• Trustees keep holding different understandings of the Strategic Plan.
• The next plan sets goals with no clear outcome and no dates.

Some trustees give staff direction outside agreed governance processes, as 3 of 7 trustees and the General Manager said in the survey. Staff have at times received two sets of instructions, one from a trustee and one from management. The Code of Conduct says trustees will not instruct staff, and commits the board to written delegation limits. A Delegations Policy has been drafted, but not yet adopted.

Written delegations let a board keep control of the big decisions while management runs the day to day. Until the policy is adopted, nothing in writing says which decisions stay with the board. The draft is ready, so the board can adopt it at its next hui.

A written Delegations Policy means trustees, the General Manager and staff all know who decides what. It protects staff from conflicting instructions and keeps trustees' time for governance.

• Table the draft Delegations Policy at the next hui, with a one-page chart showing who instructs whom, and adopt both together.
• At the same hui, agree two rules. Trustee requests to staff go through the General Manager. Trustees give the General Manager direction through the Chairman or at a board hui.
• Check that the General Manager's position description matches the delegations the board adopts.
• Keep the policy with the Code of Conduct, and check how it is working three hui after it is adopted.

• Staff keep receiving mixed instructions from trustees and management.
• The General Manager keeps being assessed against delegations the board has not agreed.
• Trustees' time keeps going to operational matters instead of governance.

The 2026–27 Budget counts confirmed income only, and shows a deficit of around $514,000. Core operating spend is around $1.3 million, against about $1 million of settlement income, a gap of about $300,000. The Chairman and General Manager told us that board minutes, which we did not receive, record a decision to accept a planned operating deficit of that size.

Trustees hold different views on how far the Trust can spend above its settlement income. With the same figures and one agreed position, the board can make its next spending decisions with confidence. The 2026–27 Budget has already been approved, so the new summary page can start in the monthly financial report and carry into next year's budget.

One summary page gives every trustee the same view of the Trust's finances. It also builds on the decision the Chairman and General Manager told us the board has made to accept a planned deficit, with a written position on how long it runs and what reserves to hold, to guide later spending decisions.

• Add three views to the budget summary page in the next two months:
  • A single group line (the Trust plus the Trading Trust).
  • A likely-income column beside confirmed income, noting for each line how certain that income is.
  • A split between core costs and externally funded costs, so the board can see what settlement income is having to carry.
• Build on the decision the Chairman and General Manager told us the board has made, to accept a planned deficit of about $300,000. Bring one resolution that adds what we did not see written down, and record it in the minutes:
  • how long the deficit is accepted for
  • how it will be funded
  • a target for reserves
  • the year the operating budget returns to balance
• Core operating spend is around $300,000 more than settlement income, about the size of the planned deficit the board is reported to have accepted. Ask the General Manager and the Trading Trust for a short paper with two or three options for closing that gap by the year the board sets for the budget to return to balance.
• Show capital spending and reserves separately in next year's budget, and break out any significant “Office costs” into their own lines, so the Board can clearly see where these amounts are going.

• Without a clear view of likely income and reserves, the Board risks cutting spending unnecessarily, or spending more than is sustainable.
• Trustees keep holding different views on how long a deficit can run, with no written limit to decide from.
• The Trust has no agreed reserves target to fall back on if the Central North Island distribution drops or a Taiao contract ends.

The General Manager's paper and the Pou Ahurea, Hapori and Taiao papers each include KPIs, and progress is reported monthly. The board does not yet have its own short set of measures. In the survey, 4 of the 8 people who answered (7 trustees and the General Manager) said there are no board-level KPIs. We did not see a Pou Ohaoha paper, or a measure of the board's own performance.

Without confirming its own measures, the board cannot show the iwi, or itself, whether each Pou is making progress. Most of the measures are already in the Pou papers, so the board only needs to choose which ones to use.

A board-level KPI dashboard shows trustees at every hui how each Pou is tracking against agreed targets. The annual self-review does the same for the board's own performance.

• For each Pou, choose two outcome measures from the existing KPI papers in the next three months. Add a number and a date wherever a measure only says "increased".
• Ensure the KPIs present a full picture of success for the Trust. Te Whare Hukahuka's 'Board Ready Indicators' process will help deliver this.
• Develop Ngāti Rangitihi-focused mana and mauri indicators with input from the board and staff.
• Add one financial measure for each Pou, and print the measures as a short KPI dashboard at the front of each board pack.
• Ask for a Pou Ohaoha paper in the same format as the other three.
• Review the General Manager's KPIs with all trustees at the next hui, and then every quarter.
• Hold a one-page board self-review at the last hui of each year.

• The board cannot show the iwi whether the Pou are succeeding.
• The Pou reports, the General Manager's KPIs and the Strategic Plan never come together on one page.
• The board has no way to check its own performance.

Most trustees have served 5 years or more, and three trustees rotate next year. The Deed sets no Chairman term limit or handover. We did not see a Succession Policy or a Skills Matrix, and the key contact rated the trustee induction process as outdated. Rangatahi participation in governance is the area trustees rated lowest. The Charitable Trust has already set up a rangatahi rōpū.

A board that does not plan its own renewal can lose the skills and settlement knowledge it depends on. With three trustees rotating next year, a Skills Matrix and information pack for trustee nominees should be in place before nominations open.

A succession pathway lets the board plan who comes in as long-serving trustees step back. It gives whānau (including rangatahi) a visible way into governance, and makes sure the current trustees' strengths are used.

• Agree one rangatahi pathway this year: e.g. an observer at board hui, or regular board connection with the Charitable Trust's rangatahi rōpū.
• Complete a simple Skills Matrix in the next three months. Te Whare Hukahuka can provide a template.
• Use the matrix to create an information pack for next year's nominees on the skills that the board is needing.
• The Code of Conduct mentions a separate Trustee Handbook, which we were not given. Check whether it exists, and whether it covers induction.
• Hold a kōrero with each trustee about where their strengths would be most useful and whether these are being sufficiently utilised. Record what is agreed.

• Three trustee positions come up next year with no plan for the skills the board needs.
• Knowledge from the settlement years leaves the board when the people who hold it step down.
• Rangatahi see no clear way into governance.

The General Manager told us no organisational Risk Register has been in place in their 14 years, and confirmed on 2 October that the one now drafted is still in draft. The June 2026 board pack flags emerging risks in each Pou report, and the General Manager's KPI paper lists a Risk Register among its measures. In the survey, 2 of 7 trustees ticked 'a regularly updated Risk Register' as a process the board has.

The board currently hears about risks one report at a time, so it cannot weigh them against each other. The draft can be tabled at the next hui and adopted in one meeting. A quarterly review keeps the Trust's main risks in front of the board.

A Risk Register lets the board see the Trust's main risks together, each with an owner, and check regularly how they are being managed.

• Table the drafted Risk Register at the next hui. Bring the emerging risks from the Pou reports onto one page, with an owner, a likelihood and a status for each.
• Place it behind the financial report in every pack, and review it in full each quarter.
• Pull the serious risks from the Trust's existing Health & Safety documents and Hazard Identification register into the Risk Register, so the board sees them beside its other risks. Day-to-day hazards stay in the Hazard Identification register.
• As a guide for the General Manager, cover risks in these areas:
  • income and funding, such as dependence on a few funders
  • people, such as the loss of key people
  • health and safety, the serious risks from the Hazard Identification register
  • money and assets, such as cash flow, investments and property
  • legal and compliance, such as the Deed and privacy
  • relationships and reputation, with whānau, iwi and partners
  • IT and data, such as reliance on one IT provider (the May 2026 minutes already note this)
  • governance, such as succession and conflicts of interest
• Keep one organisational Risk Register, rather than a separate one for the board. The General Manager keeps it up to date, and the board agrees which risks it watches itself, usually the top five to eight. The board also owns the governance risks, such as succession and conflicts of interest.

• Dependence on a few income sources is managed from memory.
• If funding is cut or a key person leaves, the board has no agreed plan for what to do.
• Risks stay scattered across separate reports.

Some trustees said the board needs to communicate more actively with the iwi, and that whānau want clarity and transparency. The connection with whānau at home in Matatā, including the kōhanga and kura, is not necessarily stronger than the connection with whānau living away.

Whiria te muka tangata – Weave the people together.

Trust that whānau have in the board depends on the level of transparency they experience. Hearing about major decisions, from the board, at the right time, is a big part of this. Engagement is already strong. The board now needs one agreed way to tell the iwi about decisions, in place before the next major decision occurs.

Having an agreed way of telling the iwi means whānau hear about major decisions from the board before the decision occurs (where tikanga and the law allow), and always after it.

• For each major decision, record in the minutes who will tell the iwi, when and how.
• Add a standing iwi communications item to each hui, and send a short update to the iwi after each board hui.
• Name who will hold the board's link to the kōhanga and kura at Matatā.

• Whānau may hear about the next major decision only after it is made.
• The trust that whānau have in the board, built over the settlement years, is weakened.