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Governance Statement

This document provides additional information regarding the governance practices of the Trust, including remuneration, conflicts of interest, relationships with the Society, and financial governance arrangements. The Trust acknowledges the guidance published by Charities Services relating to conflicts of interest, private benefit, and charitable governance, and has adopted governance practices intended to ensure that all charitable resources are applied solely in furtherance of the Trust’s charitable purposes.

1. Officer Remuneration

The current officers and trustees of the Trust serve on a voluntary basis.

At present:

  • Trustees do not receive remuneration for acting in their capacity as trustees.
  • Trustees may only be reimbursed for reasonable and properly incurred expenses directly related to carrying out Trust activities, provided those expenses are approved in accordance with the Trust’s financial approval processes.
  • No trustee receives any private financial benefit arising from their governance role.

Should the Trust determine that remuneration for officers is necessary in the future, any such remuneration would:

  • be expressly authorised under the Trust Deed and applicable law;
  • be demonstrably reasonable and proportionate to the services provided;
  • be approved only after full disclosure of any relevant interests;
  • exclude the affected trustee from discussion and decision-making; and
  • be fully documented in the meeting minutes.

The Trust recognises that charitable funds must be applied for charitable purposes and not for the private benefit of trustees except where expressly authorised and properly managed.

2. Identification and Management of Conflicts of Interest

The Trust recognises that conflicts of interest can arise whenever a trustee’s personal, financial, professional, or organisational interests could influence—or appear to influence—their decision-making.

Accordingly, the Trust has adopted the following governance principles:

2.1 Identification

Trustees are expected to:

  • disclose all actual, potential, and perceived conflicts of interest;
  • disclose any roles held in organisations that interact with the Trust, including the Society;
  • update disclosures whenever circumstances change.
2.2 Recording

Declared interests are:

  • recorded in a Register of Interests;
  • noted in meeting agendas where relevant;
  • recorded in the minutes whenever a conflict arises.
2.3 Management

Where a conflict exists:

  • the trustee declares the conflict before discussion begins;
  • the trustee does not participate in discussion of the matter;
  • the trustee does not vote;
  • where appropriate, the trustee leaves the meeting while the matter is considered.

The remaining independent trustees determine the matter solely on the basis of what best advances the charitable purposes of the Trust.

These procedures reflect the governance principles outlined by Charities Services regarding conflicts of interest and charitable decision-making.

3. Shared Resources Between the Trust and the Society

The Trust and the Society are separate legal entities with separate governance responsibilities.

Where resources are shared, they are managed in a transparent manner that ensures charitable resources are used only for charitable purposes.

The Trust confirms the following.

3.1 Funding

The Trust maintains its own financial records and bank accounts.

Any transfer of funds between the Trust and the Society will occur only where:

  • the expenditure directly advances the Trust’s charitable purposes;
  • appropriate approvals are obtained;
  • supporting documentation is retained; and
  • the transaction represents fair value where applicable.
3.2 Physical Assets

Where equipment, facilities, or other assets are shared, ownership is clearly identified and use is documented where appropriate.

Trust assets are not made available for non-charitable purposes.

3.3 Intellectual Property

Any intellectual property developed by or owned by the Trust remains a Trust asset unless otherwise documented through an appropriate agreement.

Where intellectual property is shared with the Society, such arrangements are documented and used only in support of the Trust’s charitable purposes.

3.4 Branding and Communications

The Trust and Society may utilise similar branding or communication platforms where appropriate to support common charitable objectives.

However:

  • governance decisions remain independent;
  • financial accountability remains separate; and
  • charitable resources are accounted for separately.
3.5 Personnel

Where individuals provide services to both organisations, their respective roles are clearly identified.

Time, responsibilities, and costs are allocated appropriately to ensure charitable funds are applied only to charitable activities.

4. Financial and Operational Arrangements Between the Trust and the Society

The Trust may collaborate with the Society where doing so advances the Trust’s charitable purposes.

Examples may include:

  • shared charitable programmes;
  • cooperative projects;
  • shared facilities;
  • administrative support; or
  • service arrangements.

Where such arrangements exist, the Trust ensures that:

  • each arrangement has a clearly identified charitable purpose;
  • any financial transactions are transparent and appropriately authorised;
  • where appropriate, written agreements are used;
  • payments represent fair value for services received;
  • appropriate records are maintained; and
  • trustees with relevant interests do not participate in approving the arrangement.

These arrangements are intended to ensure that charitable resources are managed prudently and that no inappropriate private benefit arises.

5. Conflict of Interest, Related Party, and Governance Policies

The Trust has adopted governance practices consistent with Charities Services guidance concerning:

  • conflicts of interest;
  • related-party transactions;
  • governance independence; and
  • management of private benefit.

These practices include:

  • maintaining a Register of Interests;
  • requiring ongoing disclosure of trustee interests;
  • recording conflicts in meeting minutes;
  • excluding conflicted trustees from relevant decisions;
  • documenting related-party transactions;
  • ensuring decisions are made by trustees who are free from conflicts; and
  • maintaining transparency and accountability in governance processes.

Where trustees also hold positions within the Society, those dual roles are disclosed and managed through these conflict procedures.

6. Recording and Authorisation of Payments, Reimbursements, and Financial Benefits

The Trust has established financial governance procedures to ensure all payments are properly authorised and documented.

These procedures include:

  • recording all payments in the Trust’s accounting records;
  • requiring supporting invoices or documentation;
  • approval of expenditure in accordance with delegated authority;
  • recording trustee approvals in meeting minutes where appropriate; and
  • maintaining an audit trail for all financial transactions.

Where a payment or reimbursement relates to a trustee or another related party:

  • the relevant interest is declared;
  • the declaration is recorded;
  • the interested trustee takes no part in discussion or decision-making;
  • approval is made only by trustees without a conflict; and
  • the reasons supporting the decision are recorded.

These procedures help ensure that all Trust resources are applied solely in furtherance of the Trust’s charitable purposes and that any potential private benefit is appropriately identified, managed, and documented.

Conclusion

The Trust is committed to maintaining high standards of governance, transparency, and accountability. It recognises the importance of identifying and managing conflicts of interest, ensuring governance independence, and safeguarding charitable resources.

The Trust believes that the governance practices outlined above are consistent with the principles promoted by Charities Services New Zealand regarding conflicts of interest, private benefit, and sound charitable governance, and are designed to ensure that all decisions are made in the best interests of the Trust and its charitable purposes.