Annual Report
2017
Directory
TRUSTEES
Catherine McMillan Chairman Richard Allison Deputy Chairman James Abernethy Trustee Kevin Brookfield Trustee Jo Ashby Trustee Quentin de Hamel Trustee Allan Berge Trustee
SECRETARY
Kathy Hansell Koller & Hassall Limited
TRUST OFFICE
267 High Street PO Box 370 Rangiora 7440 Telephone: (0064) 03 313 8103 Email: [email protected] Web: www.mainpowertrust.org.nz
BANKER
Westpac New Zealand Limited, Rangiora
SOLICITORS
Simpson Grierson, Christchurch
AUDITOR
Deloitte, Christchurch
THE TRUSTEES
Catherine McMillan, Chair, MainPower Trust
Catherine is the Chair of the MainPower Trust. She has been an elected Trustee since 2011 and was elected as Chair in December 2016. Catherine has experience in the public sector, corporate business and education, in both senior management and governance roles. She is a Chartered Accountant and currently has her own consultancy business which focuses on professional and executive education, strategy development and business re-structuring. Catherine has lived in the Waimakariri District for 20 years. During that time she has been actively involved with a variety of community organisations.
Richard Allison (B.Agriculture)
Richard was first elected to MainPower Trust in 1999 and is Deputy Chair. Following Massey University he and his wife Jeanette worked in London and back packed around the continent. They came home to go farming. This was combined with work in rural banking. From 2001 they have been managing preschools in Rangiora and Christchurch. Richard sees electricity as increasingly important in our daily lives. The growth of distributed generation means our lines network is now being used to send as well as to supply power. He hopes electricity will begin to displace fossil fuel use with MainPower transporting this energy both reliably and efficiently. MainPower’s ability to do this is vital.
Jim Abernethy
Jim is now in his second term on the MainPower Trust, and is enjoying the challenge of protecting the MainPower beneficiaries’ rights. Jim Abernethy lives in Kaikoura where he has been actively involved in the community through numerous organisations, associations and service clubs. Jim was an elected member of Kaikoura District Council and was Mayor of Kaikoura for six years. Prior to moving to Kaikoura Jim lived in Cheviot for most of his working life, during which time he and his brother Bruce owned and operated Cheviot Lime Company Ltd. Jim has been a member of both the Cheviot and Kaikoura Volunteer Fire brigades for 25 years and retired as Chief Fire Officer in Kaikoura. He was also the Kaikoura member of the Marlborough Harbour Board for 12 years. His community activity includes voluntary work in Cheviot, Kaikoura and the Marlborough region.
Kevin Brookfield
For over thirty-five years Kevin Brookfield has operated a series of successful small businesses. He has an accountancy background and has lived in the Amberley District for over 30 years. Kevin established the nationally recognised Pukeko Junction operation in 2001 and enthusiastically promotes hospitality in the region. He is a past member of the Amberley Ward committee of Hurunui District Council. MainPower’s role in the continued growth of North Canterbury is significant and Kevin enjoys his contribution to the stable ownership model, which is working well.
Quentin de Hamel
Quentin works locally as a solicitor. His specialist areas are in property law, commercial transactions, conveyancing, farming, leases and business advice. He has been on the Board of Trustees of both Rangiora Borough School and Rangiora High School. He is also actively involved in the local Lions Club Quentin is married with two adult children and lives in Rangiora. His goal is to ensure we, as power consumers, get the best value for our investment.
Jo Ashby
Jo and her family run a dairy farm they have owned for the past 20 years. She is a qualified accountant (currently retired status) having specialised in rural accounting. Jo has been involved with a number of community organisations over the 35 years she has lived in the Waimakariri district, including being a past trustee of Rangiora High School Board of Trustees, Rangiora High School Nursery School Trust and North Canterbury Sport and Recreation Trust.
Allan Berge
Allan was elected as a trustee in the March 2017 trustee elections. Allan is well-known to many in the MainPower region as the previous Managing Director of MainPower New Zealand Limited. Allan is a qualified Chartered Accountant, Fellow of the New Zealand Institute of Management and member of the Institute of Directors.
CHAIR’S REPORT TO THE ANNUAL GENERAL MEETING MONDAY 28 AUGUST 2017
On behalf of the Trustees I wish to take this opportunity to welcome you to the AGM of the MainPower Trust and to introduce you to my fellow Trustees – Richard Allison, Deputy Chair, Jim Abernethy, Kevin Brookfield, Jo Ashby, Quentin de Hamel and Allan Berge.
The Trust held elections in March 2017, at which time we farewelled Tony Hall. The Trust would like to formally recognise Tony’s huge contribution to the Trust during his 13 years as a trustee, eight of them as Chair. I would also like to congratulate Kevin Brookfield on his re- election and Allan Berge on his election as a Trustee. Allan will of course be a familiar face to many as the former Managing Director of MainPower.
The Annual Report presents the consolidated financial statements of the MainPower Trust Group. The Trust is required by legislation to prepare financial statements which combine the Trust and its holdings in MainPower New Zealand Ltd and its subsidiaries.
The financial statements report the activity, and assets and liabilities of the group, rather than the parent Trust. The major asset held by the Trust is the 100% shareholding in MainPower New Zealand Limited. The performance of the Company has already been covered by the Directors as part of the Company’s Annual General Meeting.
The Trust also has a much smaller investment portfolio of bonds and equities which is used to generate income for the administration of the Trust. It is managed by Forsyth Barr’s Portfolio Management Services.
As discussed at last year’s AGM, the Trustees made an application to the High Court seeking orders to amend some provisions in the Trust Deed. Since the Trust Deed was established in 1995, a number of changes have occurred within the business environment in which the MainPower Trust operates. These include regulatory changes, technological developments and demographic changes. The Trustees as elected representatives must act in the best interests of the beneficiaries. Part of that responsibility includes ensuring that the governing Deed is current and allows Trustees to act appropriately to protect beneficiaries’ interests and maintain value for beneficiaries. The Deed had not been substantially updated since it was settled in 1995.
Following consideration of the proposed changes by Tom Weston (counsel appointed for the beneficiaries) and interested parties who chose to engage in the process, a final version of the proposed Deed was submitted to the High Court. The High Court heard the application in May of this year and conferred upon the Trustees the necessary power to amend the Deed. The approved Deed was signed by the Trustees at the meeting on the 21st of June 2017. It is available for viewing on the Trust website or at the offices of the Secretary of the Trust at 267 High Street, Rangiora.
With the completion of the revision of the Trust Deed, the Trust’s focus is now on the future. In 2018, the trustees are required by the Deed to consider the investments held by the Trust and to reach a decision on whether some, or all, of those assets should be distributed to beneficiaries or not, and how any distribution might be implemented. The changes to the Trust Deed mean that the Trust is no longer required to assume that it will distribute 60% of the Company unless the community indicates otherwise. The Trust is currently engaged in obtaining advice to assist the trustees with this important decision. We will be providing information to the community on the process and will look forward to hearing the views of beneficiaries as part of our considerations.
Every year the Trustees have the important responsibility of appointing directors of MainPower New Zealand Limited. The Trust is pleased it has confirmed the reappointment of Mr Stephen Lewis who retired by rotation. Stephen has been a director since 2008 and brings a lifetime of industry knowledge to the board.
Those who attended the AGM last year will remember that Tony King, Janice Fredric and Graeme Abbot were appointed as directors following an external search and appointment process. They were chosen to bring skills including energy industry knowledge, customer focus and accounting expertise. Their knowledge and enthusiasm is serving the Company well in meeting the future demands of a changing world. This increased the Board numbers to eight – and this was done deliberately in the knowledge that there was likely to be a retirement in the following year.
Mr Peter Cox and Mr Trevor Burt advised the Board and the Trustees earlier this year that they wished to stand down from the Board. Peter Cox has been a director of the company since its incorporation in 1993 and is the longest-serving board member. Trevor Burt has been a valued board member since 2008. In addition, in July, Mr Gill Cox handed over the role of Chair to Tony King and resigned as a director. He has been a director since 1996 and Chair since 2001 - we have appreciated his leading of the Company for many years. The Trust thanks them for their contributions over the years. With the retirement of Gill, Trevor and Peter the Board size has reduced to five. There are no current plans to increase the Board size further.
The Trustees have, as a new initiative, recently established a working group as a forum within which to engage even more effectively with the Company on areas of mutual interest.
I would like to thank the Trustees and our Secretary, Kathy Hansell, for the considerable amount of thought and effort which they have put in during the last twelve months to ensure that the Trust is suitably placed to maintain value and protect the interests of its beneficiaries for many years to come.
The Trustees appreciate the efforts of all those involved with the Company - board, management and staff. You are a vital part of the success of the North Canterbury and Kaikoura communities.
To the loyal beneficiaries who attend these meetings on a regular basis – thank you for your support and attendance! Of course, we welcome all attendees at the meetings and hope that interest continues to grow. We look forward to seeing you again next year.
C M McMillan Chair