May 2026
As part of its ongoing due diligence process, Te Rūnanganui o Ngāti Porou has provided an initial set of questions to the Social Investment Agency and the Community Commissioning Working Group following recent discussions regarding the proposed Community Commissioning model.
These questions are intended to help clarify how the proposed model would operate in practice, including governance arrangements, shareholder participation, voting rights, conflicts of interest, Treaty relationships, mana motuhake, provider impacts, funding transitions, and implications for Ngāti Porou whānau, hapū and communities.
This is Version 1 of our questions and forms part of a wider process of information gathering, legal review, engagement, and consideration. As further information becomes available, additional questions may be raised.
Te Rūnanganui o Ngāti Porou remains committed to ensuring any future decisions are approached carefully, transparently, and with the interests of whānau and hapū at the centre. The questions below are published to support transparency and help keep our people informed as this work continues.
Clarifying shareholding eligibility across related entities
1. Can separate legal entities within the same wider iwi group each hold shares if they meet the criteria for different shareholder classes? For example, could Te Rūnanganui o Ngāti Porou hold shares in the iwi class, Ngāti Porou Oranga hold shares in the social services provider class, and Toitū hold shares in the philanthropy class?
2. The materials state that a shareholder holds shares in one sector only. Does that restriction apply only to each individual legal entity, or does it also apply across related entities within the same wider group?
3. If related entities can hold shares across different classes, how will “relatedness” be assessed for voting, conflicts of interest, and governance purposes?
4. If related entities cannot hold shares across different classes, where is that restriction recorded in the Constitution, Shareholders Agreement or eligibility criteria?
5. Will Manaaki Tairāwhiti provide a written position on whether Ngāti Porou-related entities can participate in more than one shareholder class before decisions are required?
6. If multiple Ngāti Porou-related entities are eligible, would each have separate voting rights attached to their shares, or would they be treated as a single aligned interest for any purpose?
7. Would the same approach apply to other iwi, NGOs, philanthropic entities or organisations that have related governance, ownership, funding or leadership relationships?
8. How will the model avoid inconsistent treatment between formal legal independence and practical alignment of interests? For example, some entities may be separate on paper but closely aligned in practice through whakapapa, governance, contracts, shared leadership or strategic interests.
9. Will the shareholder register identify related entities or associated interests, or will it only list each legal entity separately?
10.Before shareholders vote on the establishment board or approve key documents, will all shareholders be given enough information to understand not only who the shareholders are, but whether any of them are related or aligned?
Shareholding composition and likely interests
- Can you provide an indicative list of the organisations likely to be invited or expected to become shareholders in each class — iwi, social services and philanthropy?
- For the NGO/social services class, what types of organisations are likely to be shareholders — large providers, smaller community organisations, kaupapa Māori providers, national NGOs operating locally, or regional collectives?
- Are any likely NGO shareholders already closely connected to iwi shareholders through governance, contracts, shared leadership, whakapapa relationships, joint ventures, or existing service partnerships?
- How will Manaaki Tairāwhiti assess whether a prospective shareholder is sufficiently independent, or whether its interests are materially aligned with another shareholder or shareholder group?
- Will the final shareholder register, including sector allocation and shareholding percentage, be available to all shareholders before they are asked to formally confirm participation?
- Will prospective shareholders be able to understand the full shareholder composition before voting on the establishment board and approving the Shareholders Agreement?
Shareholding allocation and voting power
- Can you walk through how voting would work in practice for major decisions, including board appointments, approval of strategy, changes to constitutional documents, issuing new shares, and approving major transactions?
- In decisions where voting occurs by poll and is weighted by shares, what percentage of votes would be required for ordinary and special resolutions?
- Have you modelled likely voting scenarios once all shareholder classes are populated — for example, where iwi shareholders vote together, where social service providers vote together, or where a group of aligned shareholders across sectors vote together?
- What safeguards exist if a bloc of shareholders is able to consistently determine board appointments or major decisions?
- If several shareholders have aligned interests but sit across different sectors, how would the model identify and manage that alignment?
- Is there any mechanism to prevent one group of aligned shareholders from exercising de facto control, even if no single shareholder has control on paper?
Conflict of interest and provider-shareholder issues
- How will conflicts be managed where shareholders are also providers, potential providers, or connected to providers seeking commissioning contracts?
- Will a shareholder who is also a provider be restricted from voting on strategy, board appointments or major decisions that could affect future commissioning priorities?
- How will the model distinguish between a direct conflict of interest and a broader strategic interest that many shareholders may have as providers or iwi entities?
- Could conflict rules have the practical effect of excluding iwi or provider shareholders from decisions that materially affect their rohe, services or communities? If so, how will that be avoided?
- Will there be a public or shareholder-accessible interests register covering directors, senior staff, shareholders and related entities?
- How will related-party interests be identified where relationships are not formal ownership relationships, but are still practically significant?
Ngāti Porou-specific and rohe implications
- How will the entity make decisions where a commissioning activity materially affects one iwi rohe more than others?
- Will there be a process for iwi-specific engagement where proposed commissioning decisions affect that iwi’s rohe, whānau, services, data or existing infrastructure?
- Would Manaaki Tairāwhiti consider iwi relationship schedules or rohe protocols to sit alongside the Shareholders Agreement?
- How will the model avoid regional commissioning decisions overriding or diluting existing Crown–iwi relationships?
- If a decision materially affects Ngāti Porou Oranga or other Ngāti Porou entities, what process would apply before that decision is made?
- Would Manaaki Tairāwhiti support a principle that no substantive funding transfer affecting existing iwi provider arrangements occurs until rohe, conflict, data and transition protections are agreed?
Funding transfer and transition risk
- Would existing contracts held by current providers be transferred into the new commissioning entity, recommissioned, or left with current agencies during the Discovery and Design phase?
- What is the proposed approach to existing provider contracts during transition?
- Would there be any protection period for existing contracts before recommissioning occurs?
- How will service continuity be protected if the new entity changes funding flows or commissioning priorities?
- How will the entity avoid destabilising major existing providers before the future commissioning model is fully tested?
Conditional participation and future decision points
- If Ngāti Porou participates in the EOI, will that be treated as endorsement of the final model, or can participation be expressly conditional?
- Would Manaaki Tairāwhiti support an addendum or side agreement recording that Ngāti Porou participation is subject to matters being resolved during Discovery and Design?
- What formal review point will shareholders have after Discovery and Design, before any substantive commissioning authority or funding transfer occurs?
- Can a shareholder withdraw if the final model does not address material concerns? If so, what are the consequences?
- Would Manaaki Tairāwhiti support an agreed escalation process if Ngāti Porou has unresolved concerns during Discovery and Design?
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