Agenda of Joint Shareholders Committee - Central Districts Water

Joint Shareholders Committee - Central Districts Water MEETING

13 February 2026

Order of Business

Pursuant to Sections 46A(7) and 46A(7A) of the Local Government Official Information and Meetings Act 1987, to receive the Chairperson’s explanation that specified item(s), which do not appear on the Agenda of this meeting and/or the meeting to be held with the public excluded, will be discussed.

Any additions in accordance with Section 46A(7) must be approved by resolution with an explanation as to why they cannot be delayed until a future meeting.

Any additions in accordance with Section 46A(7A) may be received or referred to a subsequent meeting for further discussion. No resolution, decision or recommendation can be made in respect of a minor item.

4. Declarations of Interest (if any)

Members are reminded of their duty to give a general notice of any interest of items to be considered on this agenda and the need to declare these interests.

5. Public Comment

To receive comments from members of the public on matters specified on this Agenda or, if time permits, on other Committee matters.

6. Use of Standing Orders Page 7

Memorandum, presented by Hannah White, Manager Governance, Palmerston North.

7. Appointment of Shareholder Committee Chair and Deputy Chair Page 9

Memorandum, presented by Chris Dyhrberg - Executive Director
Julie Keane - Executive Support.

8. Initial Shareholders' Committee Policies Page 33

Memorandum, presented by Chris Dyhrberg - Executive Director
Julie Keane - Executive Support.

9. Schedule of meetings Page 69

Memorandum, presented by Hannah White, Manager Governance, Palmerston North.

10. Work Schedule Page 71

11. Karakia Whakamutunga

12. Exclusion of Public

That the public be excluded from the following parts of the proceedings of this meeting listed in the table below.

The general subject of each matter to be considered while the public is excluded, the reason for passing this resolution in relation to each matter, and the specific grounds under Section 48(1) of the Local Government Official Information and Meetings Act 1987 for the passing of this resolution are as follows:

General subject of each matter to be considered		Reason for passing this resolution in relation to each matter	Ground(s) under Section 48(1) for passing this resolution
13.	Board Recruitment	It is in the best interest of the Public that the Shareholders are able to negotiate with the potential Board Members without proposed Board fees being made public at this stage. and It is in the best interest of the Public that the Shareholders are able to negotiate with the potential Board Members without proposed Board fees being made public at this stage.	s7(2)(a)PRIVACY This information needs to be kept private to protect personal information that is confidential or sensitive. This includes people who are no longer alive and s7(2)(i)NEGOTIATIONS: This information needs to be kept confidential to ensure that Council can negotiate effectively, especially in business dealings

This resolution is made in reliance on Section 48(1)(a) of the Local Government Official Information and Meetings Act 1987 and the particular interest or interests protected by Section 6 or Section 7 of that Act which would be prejudiced by the holding of the whole or the relevant part of the proceedings of the meeting in public as stated in the above table.

Also that the persons listed below be permitted to remain after the public has been excluded for the reasons stated.

[Add Third Parties], because of their knowledge and ability to assist the meeting in speaking to their report/s [or other matters as specified] and answering questions, noting that such person/s will be present at the meeting only for the items that relate to their respective report/s [or matters as specified].

Memorandum

TO: Joint Shareholders Committee - Central Districts Water

MEETING DATE: 13 February 2026

TITLE: Use of Standing Orders

PRESENTED BY: Hannah White, Manager Governance, Palmerston North

RECOMMENDATION(S) TO Joint Shareholders Committee - Central Districts Water

1. Adopt Palmerston North City Council Standing Orders as the meeting procedures to govern how decisions are made by the Committee, until the Government introduces templated Standing Orders as replacement.

1. ISSUE

1.1 The Joint Shareholders Committee has been established as a joint committee under the Local Government Act 2002.

1.2 An orderly meeting requires all members to agree a set of procedures that will be followed for decision-making.

1.3 Since Palmerston North City Council will be administering the Joint Shareholders’ Committee, the Palmerston North Standing Orders are proposed.

2. BACKGROUND

1.4 The Local Government Act requires every local authority to adopt a set of standing orders to govern the tikanga of meetings, and for every decision to be made following its standing orders.

1.5 Every decision of a joint committee is both a decision of each of the councils represented as well as a decision of the committee itself.

1.6 Agreeing a set of Standing Orders allows for every member to be aware of the meeting etiquette and processes, setting the groundwork for procedurally accurate, fair and transparent decision-making.

3. NEXT STEPS

1.7 Should the recommendation be agreed, the Standing Orders will immediately come into force for the 13 February 2026 meeting and onwards.

1.8 The Palmerston North Standing Orders are available on the Palmerston North City Council website. A digital copy has been made available to committee members in the Teams folder. A printed copy can be made available on request.

1.9 The Palmerston North Governance team are available should any committee member requesting training for familiarity.

4. Compliance and administration

Does the Committee have delegated authority to decide?	Yes
Are the decisions significant?	No
If they are significant do they affect land or a body of water?	No
Can this decision only be made through a 10 Year Plan?	No
Does this decision require consultation through the Special Consultative procedure?	No
Is there funding in the current Annual Plan for these objectives?	No
Are the recommendations inconsistent with any of the Councils’ policies or plans?	Yes
The Palmerston North Standing Orders will only apply to the Joint committee, but no other committee or council meeting of Horowhenua or Rangitīkei District Councils.

Attachments

Nil

Memorandum

TO: Joint Shareholders Committee - Central Districts Water

MEETING DATE: 13 February 2026

TITLE: Appointment of Shareholder Committee Chair and Deputy Chair

PRESENTED BY: Chris Dyhrberg - Executive Director
Julie Keane - Executive Support

RECOMMENDATIONS TO Joint Shareholders Committee - Central Districts Water

That the Committee:

1. Approve the appointment of Chris Gallavin as the Independent Chair.

2. Approve the initial appointment of the Independent Chair to be from 13 February 2026 to 30 June 2027.

3. Approve the remuneration for the Independent Chair be set at a rate of $45,000 p.a., plus GST if any, for the initial appointment, noting that it is anticipated that the workload for the initial appointment will be significantly higher than the longer-term expectation.

4. Delegate to the Central Districts Water Executive Director authority to finalise a letter of engagement for the Independent Chair in line with the terms outlined in this report.

5. Approve the appointment of a Deputy Chair.

1. Purpose

1.1 This Memo seeks the Shareholders’ Committee’s approval to the appointment of an Independent Chair, and a Deputy Chair that is selected from the Members of the Committee.

2. BACKGROUND

2.1 The Shareholding Councils have agreed to the attached Terms of Reference for the Shareholders Committee, and these were adopted at their December 2025 Council meetings. The Terms of Reference are attached as Appendix 1.

2.2 The Terms of Reference specifies that the Committee will appoint an Independent Chair, who will have no voting rights. It also specifies that the Committee will appoint a Deputy Chair, who will act as the Chair in the Chair’s absence. The Deputy Chair is to be selected from within the Members of the Committee

3. Independent chair expressions of interest

3.1 To expedite the process of appointing the Independent Chair, the Project Oversight Group (POG) undertook an Expression of Interest (EoI) process during December 2025 and January 2026. The three Mayors approached individuals to encourage applications. The EoI process closed on 21^st January 2026. The EoI document is attached as Appendix 2. That document includes a copy of the Committee Terms of Reference and the Position Description for the Independent Chair.

3.2 Only one application was received. While the POG had a preference to be able to select from a range of candidates, it was impressed with the application it received from Chris Gallavin. Chris’ application is attached as Appendix 3.

3.3 The POG conducted an interview with Chris on 5^th February to confirm his suitability for the role. Their conclusion was that Chris adequately demonstrated he had the skills, experience and personal attributes necessary for the role, and that he would make an excellent Independent Chair. Their recommendation is that he is appointed to the role.

4. independent chair remuneration

4.1 It is the Committee’s responsibility to also set the remuneration for the Independent Chair. The three Shareholding Councils will split the cost of the Independent Chair between them.

4.2 When the Committee is running in a BAU manner, the Committee is likely to only meet four times per year. The work schedule for the Committee will vary by year, depending on whether there is a Statement of Expectation to agree or if there are other documents that require the Committee’s review.

4.3 During the first year, the workload is expected to be significantly greater than during a “normal” year. For this reason, the remuneration for the initial appointment period has been considered in that context, allowing for an average of at least four hours per week over the period.

4.4 The Central Districts Water Establishment Team has also conducted some benchmarking of other like positions to gauge what would be considered reasonable for the role for the initial appointment.

4.5 This information was put to the POG for review. Their recommendation is that the initial appointment period remuneration be set at $45,000 p.a., plus GST if any.

4.6 The initial appointment period is recommended to be from today (13^th February 2026) to 30^th June 2027 to align the initial appointment to the period when there is expected to be a higher than normal workload. The Committee can then consider whether the remuneration for any further appointment should be changed to allow for the likely change in workload.

5. letter of engagement for the independent chair

5.1 The employment relationship with the Independent Chair will be with the Horowhenua District Council on behalf of the Shareholding Councils. This is because Horowhenua District Council is the “Lead Council” for the Central Districts Water establishment process, and all external payments are made by them and then allocated across the three Shareholders.

5.2 A Letter of Engagement has been drafted that is in line with the terms outlined in this report. It is recommended that the Committee delegate to the Central Districts Water Executive Director the authority to finalise the Letter of Engagement in line with the term agreed by the Committee and arrange for it to be signed by the Chief Executive of Horowhenua District Council.

6. Appointment of a deputy chair

6.1 As outlined above, the Committee is required to appoint a Deputy Chair, who will act as the chair in the Chair’s absence. The Deputy Chair is to be selected from within the Members of the Committee.

6.2 It is recommended that the Members of the Committee consider who they would like to nominate for the Deputy Chair, call for nominations at the inaugural meeting and hold a vote.

7. NEXT STEPS

7.1 Approve the appointment of the Independent Chair and appoint a Deputy Chair at the 13February Committee meeting.

7.2 The Executive Director will finalise the Letter of Engagement with the Independent Chair, in line with the approvals provided by the Committee, and the Chief Executive of Horowhenua District Council will sign on behalf of the Shareholding Councils.

8. Compliance and administration

Does the Committee have delegated authority to decide?	Yes
Are the decisions significant?	No
If they are significant do they affect land or a body of water?	No
Can this decision only be made through a 10 Year Plan?	No
Does this decision require consultation through the Special Consultative procedure?	No
Is there funding in the current Annual Plan for these objectives?	Yes
Are the recommendations inconsistent with any of Council’s policies or plans?	No

Attachments

1.	Shareholders' Committee Terms of Reference ⇩
2.	Independent Chair Expression of Interest ⇩
3.	Chris Gallavin Cover Letter and Resume ⇩

Memorandum

TO: Joint Shareholders Committee - Central Districts Water

MEETING DATE: 13 February 2026

TITLE: Initial Shareholders' Committee Policies

PRESENTED BY: Chris Dyhrberg - Executive Director
Julie Keane - Executive Support

RECOMMENDATION(S) TO Joint Shareholders Committee - Central Districts Water

1. That the Committee adopt the Code of Conduct, Conflict of Interest and Confidentiality Protocols to govern its members.

1. ISSUE

1.1 This is the Inaugural meeting of the Shareholders Committee and these documents are being recommended for the Committee to adopt to provide the Committee with the tools to establishing good governance and meeting practices.

2. BACKGROUND

2.1 The Shareholding Councils approved at their February Council meetings the nominations to the Shareholders’ Committee. The Committee has been established as a Joint Committee under the Local Government Act.

2.2 It is proposed that the Shareholders’ Committee will be administered by the Palmerston North City Council (PNCC) Governance Team and that the Committee will adopt the PNCC standing orders. It is acknowledged that there may be some inconsistencies between the Policies and the standing orders and/or other relevant documents. The policies make it clear that in the event of any inconsistency which document prevails.

2.3 As this is the first meeting of the Shareholders’ Committee, these Policies and Protocols have been drafted to give confidence to the Shareholders of the Company, Iwi representatives and the Community that good governance practices are being applied. These are attached to this Memo.

2.4 The documents have been designed to enhance effective governance, promote ethical and lawful conduct, ensure high-quality decision making and engagement and to foster mutual trust, respect and accountability.

2.5 The documents are based on versions that have been received from the Wairarapa-Tararua Water Services entity (drafted by Bell Gully) and have been adapted for our context. Officers believe they are robust and should adequately cover the Committee’s needs until such time the Committee has the capacity in the work schedule to review them.

3. NEXT STEPS

3.1 Adopt the Policies and Protocols and schedule the review of these when capacity is available in the work schedule.

4. Compliance and administration

Does the Committee have delegated authority to decide?	Yes
Are the decisions significant?	No
If they are significant do they affect land or a body of water?	No
Can this decision only be made through a 10 Year Plan?	No
Does this decision require consultation through the Special Consultative procedure?	No
Is there funding in the current Annual Plan for these objectives?	Yes
Are the recommendations inconsistent with any of Council’s policies or plans?	No

Attachments

1.	Shareholders Committee Code of Conduct - 13 February 2026 ⇩
2.	Shareholders Committee Conflict of Interest Policy - 13 February 2026 ⇩
3.	Shareholders Committee Confidentiality Protocols - 13 February 2026 ⇩

Memorandum

TO: Joint Shareholders Committee - Central Districts Water

MEETING DATE: 13 February 2026

TITLE: Schedule of meetings

PRESENTED BY: Hannah White, Manager Governance, Palmerston North

RECOMMENDATION(S) TO Joint Shareholders Committee - Central Districts Water

1. That the Committee agree the following meetings to be held at Palmerston North City Council Chambers, 32 Te Marae o Hine The Square, Palmerston North:

a. 4pm, Friday 13 March 2026

b. 4pm, Friday 27 March 2026

c. 3pm, Thursday 30 April 2026

1. ISSUE

1.1 The Committee should agree a schedule of meetings to be held.

1.2 Dates and times proposed are:

4pm, Friday 13 March 2026

4pm, Friday 27 March 2026

3pm, Thursday 30 April 2026

1.3 All meetings to be held in Palmerston North City Council Chambers, with facility for remote participation.

1.4 All meetings will be open to the public unless otherwise agreed under the Local Government Official Information and Meetings Act 1987 and live streamed on the Palmerston North City Council website.

2. BACKGROUND

1.5 The Local Government Official Information and Meetings Act 1987 sets out requirements for the public to be notified of the time and place of meetings held.

1.6 The Local Government Act 2002 allows for local authorities to adopt and amend a schedule of meetings.

3. NEXT STEPS

1.7 The public will be notified accordingly.

1.8 Members will be provided with their meeting papers (agendas) at least two full working days prior to the scheduled meeting.

1.9 Any extraordinary meetings will be called if necessary, by direction of the chair. In these instances, notification and agendas will be circulated as soon as practicable.

1.10 Members may attend in person or via Teams link should this be required.

1.11 Apologies should be sent to the chair and Palmerston North Governance team.

1.12 A schedule of future meetings for the 2026 calendar year will be proposed by the chair in March.

4. Compliance and administration

Does the Committee have delegated authority to decide	Yes
Are the decisions significant?	No
If they are significant do they affect land or a body of water?	No
Can this decision only be made through a 10 Year Plan?	No
Does this decision require consultation through the Special Consultative procedure?	No
Is there funding in the current Annual Plan for these objectives?	No
Are the recommendations inconsistent with any of Council’s policies or plans?	No

Attachments

Nil

Committee Work Schedule

TO: Joint Shareholders Committee - Central Districts Water

MEETING DATE: 13 February 2026

TITLE: Work Schedule

RECOMMENDATION(S) TO Joint Shareholders Committee - Central Districts Water

1. That the Joint Shareholders Committee - Central Districts Water receive its Work Schedule dated 13 February 2026.

Summary

1.1 The Committee has a programme of work to progress deliver the key requirements of its Terms of Reference and to support to set up the new entity.

1.2 Having a clearly defined and understood work schedule will ensure timely progress and help to lay out workload and expectations.

1.3 The following table sets out the indicative work schedule to date.

1.4 The work schedule will be included in each meeting’s agenda to allow members oversight and update of progress.

Meeting Date	Topics
2026
13 February	· Adopt Standing Orders · Election of Shareholders’ Committee Chair and Deputy Chair · Receive update on Board recruitment and agree appointment panel · Receive and agree draft policies · Agree meeting cadence · Receive initial committee work schedule
13 March	· Approve Board Appointments
27 March	· Discuss and agree the approach to develop the Statement of Expectations · Consider and make recommendations to each Council in relation to LGFA funding and associated guarantees · Discuss and agree draft transfer principles to inform the preparation of individual shareholder transfer agreements
30 April	· Confirm Statement of Expectation Framework · Confirm draft transfer principles
May	· Receive and review first draft Statement of Expectation · Engage with the Central District Water Board to receive comment on SoE draft
June	· Sign off Final Statement of Expectation
July – December	· Receive and consider draft Transfer Agreements · Receive and consider draft Transitional or Service Level Agreements · Consider the Significance and Engagement Policy
2027
January – June	· Receive and review the draft Water Services Strategy