The power of one
We are concerned that at the inaugural signing-in meeting of the new council, a late agenda item – too late for councillors to read in advance – handed unfettered control of QAC directly into the hands of the Mayor Mr Boult.
- Council meeting for 24 October
- Council Agenda for 24 October
- Covering Report for Agenda Item 10 – the motion to appoint proxy
- Attachment A – Instrument appointing a Proxy
- Constitution of QAC
- 14.3.1 to 14.3.8 sets out the proxy rights
- 13.2 and 13.3 set out calling and voting at special meetings and resolutions in lieu of meetings
Was it an ambush?
The motion was not included in the agenda circulated in the week prior to the meeting. Instead, it was added during the meeting into general business as a late item.
This is unusual, particularly given the political sensitivity surrounding council’s management of QAC. The process and outcome could create the perception of it being orchestrated.
- Why was this a late item?
- The need for a proxy for the QAC AGM would have been obvious for weeks and months prior.
- Appointments to the Wanaka Community Board and an appointment of proxy for the upcoming Local Government NZ elections were included within the published agenda, so council had an awareness of such issues.
- The airport, the SOI and QAC’s management by council have been high profile concerns during the election and for many months previous – to the point where a Judicial Review has been filed in the courts. Surely this would sharpen council focus regarding this issue and makes more puzzling that QAC’s AGM was overlooked.
- The agenda item and covering report were distributed at the meeting without time to be read prior by fresh faced councillors, barely minutes from when they had been ceremonially sworn in.
- It was framed as urgent with detailed emphasis focused on the imminent QAC AGM (notwithstanding that this would have been known for months),
- but it leveraged this urgency to provide proxy to the mayor for the whole three-year term of this council. While proxy for the AGM was urgent, the extended proxy was not urgent or even necessary.
- The instrument of proxy has been written in a way that gives the mayor unlimited powers to act as the single controlling shareholder of QAC at any time. This is in stark contrast with the examples of proxy provided in the QAC constitution under 14.3.7 and 14.34.8, which are for specific meetings or limited time period and include direction on how each vote is to be cast for each resolution.
- The instrument of proxy signed by CEO Mike Theelen legally grants sweeping powers with no limitations or direction on how they should be used.
- It would be reasonable, for example, for the instrument of proxy to include parameters such as reference that councillors should have the right to:
- review the agenda of all shareholder meetings in advance and
- the capacity to give direction for any proxy vote by a resolution of council, and
- that the proxy vote must follow such direction.
- Such parameters would bring council’s management of QAC into the public scrutiny of council meetings, where the arguments and reasoning are visible and become the collective responsibility of council, by vote if necessary.
- The suggestion by a seasoned councillor that custom and practice means the proxy would be “informed by council” is insufficient.
- This has no directive or requiring powers so gives little power or control to councillors.
- It keeps decision processes behind closed doors.
- It creates no requirement for any meeting or discussions among councillors prior to the use of the proxy vote.
- It would force dissenting councillors to have to challenge actions after they have happened. This makes it harder for them to express their views, while making it easier to isolate and sideline them as “anti” campaigners.
- This “act now and ask permission later” approach significantly undermines the capacity of dissenting voices, even when they are the majority.
- At this time – when the whole future of QAC is being reassessed, with major studies on social and economic impacts still outstanding, when there is strong public interest and engagement in the democratic process on this key issue – it is essential that all councillors should have equal voice and control over the shareholder vote, and this should not be undermined.
- The constitution of QAC gives total power to council because it owns 75.01% of the shares.
- Within these rules, council can obviously win any vote of shareholder resolutions.
- The rules also empower council to call shareholder meetings.
- The 75% threshold means council can even pass binding shareholder resolutions without a meeting, any time that it likes, and
- It can do this even without any consultation with QAC or other shareholders.
That’s a lot of power.
- The wide open instrument of proxy signed by Mike Theelen legally passes all this power directly to the mayor, with no caveat or controls in place.
Why give the mayor proxy powers for three years?
- There is no evidence that any proxy for QAC shareholding was needed or given in any of the full council agendas of the past three-year term of council. Why now?
- The need for urgency related only to the upcoming QAC AGM. Why was this leveraged into three years when such proxy hasn’t been issued before?
Is the Mayor the right proxy?
- Mr Boult is the only reelected councillor who voted to agree to the SOI last delivered by QAC. However well informed by council, would his proxy votes align with the majority of councillors’ views?
- The council’s covering report for the proxy motion explicitly noted “that the current Mayor is very familiar with these processes”. This implies he would be given a degree of independence to determine his vote without reference, consultation or direction from council.
- The mayor has been a strong proponent and supporter of airport expansion, even publicly deriding alternative options such as possible relocation. Only under pressure of re-election did he temper his statements. This creates an impression of bias and rightly worries those who seek a proper public and democratic process regarding the airport’s future.
- Mr Boult’s role as chair of Wayfare Group has raised the question of conflict of interest. While the previous council determined they saw no direct pecuniary interest, the perception of bias may still concern sections of the community.
- The perception created with this opening gambit at the inaugural meeting of the new council increases public concern, as it appears to undercut promises for the open and transparent consideration of QAC’s plans made by Mr Boult during the election.
- If it’s true that the proxy vote would properly represent the view of council, then there would be no loss in someone other than the Mayor holding the proxy.
Council should remove the existing instrument of proxy.
If council does determine that an ongoing proxy is required (it hasn’t been previously), then it should replace the current one with one that explicitly provides appropriate parameters and controls in place regarding its use.
These controls should include:
- the need for councillors to have advance notice of the agenda of shareholder meetings,
- that council could direct how the proxy is to vote on any issue,
- require the proxy to follow such direction given by council,
- and that it cannot be used at any time for resolutions in lieu of meetings (as under 13.3 of QAC’s constitution).
Also, the proxy should be vested in a person(s) other than Mr Boult.