Management taken to task
An unhealthy culture, a lack of independence, and a below average board evaluation rating are some of the findings of an independent review into the governance of the Wairarapa Multi-Sport Stadium Trust.
A confidential review was completed for trustees in May, and a summarised version was distributed to stakeholders in August.
Last week, Capital Football chief executive Richard Reid had called for the review to be distributed to all interested parties, not just stakeholders.
He said there had been stalling tactics and obstruction in getting answers over the management of the artificial turf at Memorial Park.
The Times-Age now has a copy of that review.
The trust was established in a Deed of Trust on November 2014, “to establish, own, and administer an all-weather multi-sport and community activities field for the benefit of the general public”.
The stadium’s artificial turf cost $2,052,684 with Wairarapa-Bush Rugby Union contributing $102,684, Wairarapa United [$50,000], Eastern and Central [$120,000], Lottery Commission [$750,000], Masterton District Council [$500,000], Masterton Trust Lands Trust [$30,000] and Trust House [$500,000].
The facility is managed by Wairarapa-Bush Rugby Union staff.
The trust board consists of five trustees – chairman Rex Playle [WBRU], secretary-treasurer Tony Hargood [WBRU chief executive], Doug Bracewell [WBRU vice-president], Gill Flower [Wairarapa United chairwoman], and John Dalziell [Masterton district councillor].
The Times-Age understands the review was unanimously adopted by the board.
However, in a covering letter sent with the stakeholders’ summary report, Playle stated: “It is my opinion and that of several of the WMSST trustees, that the report is not entirely balanced in its assessment given a key stakeholder [WBRU] has had no input into the report.”
The report’s overview of its findings indicated a perception that stakeholders [mainly the original settlors – the WBRU] have, and are, exercising a control they do not have.
It confirmed the main stakeholder is the community for whom the turf was constructed, the Masterton District Council in relation to the land, and lessees [WBRU, the Marist Rugby and Sports Association] who provided the rearrangement of their lease entitlements.
The overview indicated “a level of frustration, mistrust, lack of transparency, inadequate policy and procedure, lack of strategic direction, and lack of cohesion in meeting the principle purpose of the WMSST and the interaction of its trustees.”
That was backed up by an average rating of 3.9 in evaluated areas of roles, meetings, purpose, stakeholders, conformance, performance, management, culture, and capability.
The rating is below the national average for not-for-profit boards of 5.6.
The review identified there was “no induction of a new trustee or a policy relating to appointment rotation” and there was no manual containing policies or procedures, no electronic storage medium to access minutes, and no financial reports and other data relevant to the role of trustees.
The review also said the board lacked any form of independence, the members of the board all have “stakeholder” interest, the primary purpose of the trust is about “multi-sport and community”, and that “representative” only appointments led to perceptions of favouring and did not create a good culture.
The lack of annual general meetings in 2017 and 2018 also concerned the reviewer.
“It highlights the trust board procedures and practices have not been appropriate. As a result of there being no AGM there has been no confirmation of the need to or not to conduct an annual audit of the WMSST.”
The Times-Age understands an in-house AGM was held in 2019. The Deed of Trust requires an AGM be held within four months of the end of each financial year [December 31].
The trust’s failure to separate “governance” and “management” was also highlighted.
The report stated organisations of this nature often get caught with the dilemma of creating an effective division of management and governance roles, and they make seek “economy of scale” and use volunteers to complete administration roles.
The review also noted the board had no strategic plan. It said the “asset management plan” should have been adopted by the newly-appointed trustees when the trust was established in 2014, and it should have been reviewed and updated over the past five years.
The review concludes that the rugby union “were the drivers of the project and they need to be recognised for that but the direction of the operations have been perceived as focused on their activities and this is to the frustration of other users and possibly to the restriction of other users.
“It is time to deliver unequivocally on the purpose of the WMSST for the benefit off all the community and to stop the ‘politics’ and ‘historical positioning’.”
- That the Trustees appoint an independent chairman or trustee, and ideally that this person should be a professional trustee [or company director] and have no interest, or association with the original settlors [WBRU], [or] the Masterton District Council, and be appointed from a recruitment process.
- That the WMSST immediately seek financial assistance to staff a part-time position and remove all the administrative functions from the WBRU.
- That formal reporting after each meeting of the board occurs to all interested and actively involved stakeholders.
- The trust board agenda should address the lack of a detailed report on health and safety and ensure that conflicts of interest and the duty not to disclose is managed more vigorously.
- That the AGM be advertised to encourage wider participation from the community, and the board adopt an audit or review process for annual financial reporting.
- That the trust board adopt improvements in its processes, create a comprehensive set of governance policies, and engage in a strategic review that should establish a five-year plan that concentrates on the vision, goals and objectives, and ideally be carried out by a professional facilitator.