Agenda of Finance Audit & Risk Sub-committee

Meeting of the Finance Audit & Risk Sub-committee

Date: Wednesday 21 November 2018

Time: 9.00am

Venue:

Council Chamber

Hawke's Bay Regional Council

159 Dalton Street

NAPIER

Agenda

Item Subject Page

1. Welcome/Notices/Apologies

2. Conflict of Interest Declarations

3. Confirmation of Minutes of the Finance Audit & Risk Sub-committee meeting held on 19 September 2018

4. Follow-ups from Previous Finance Audit & Risk Sub-committee Meetings 3

Decision Items

5. Local Government Funding Agency Accession 7

Information or Performance Monitoring

6. Health & Safety Internal Audit Report 9

7. Internal Audit Update 51

8. Treasury Update 53

9. November 2018 Sub-committee Work Programme Update 67

Decision Items (Public Excluded)

10. Appointment of an Independent Member of the Finance, Audit & Risk Sub-Committee 69

HAWKE’S BAY REGIONAL COUNCIL

Finance Audit & Risk Sub-committee

Wednesday 21 November 2018

Subject: Local Government Funding Agency Accession

Reason for Report

1. This report seeks to authorise the taking of all necessary steps to give effect to Council’s accession to Local Government Funding Agency (LGFA) as an unrated guaranteeing Local Authority.

Background

2. As part of its 2018-2028 Long Term Plan consultation, Council resolved to join LGFA as an unrated guaranteeing Local Authority.

3. In order to accede to LGFA, Council must make a formal resolution to join and execute the following legal documents.

3.1. Deed of Amendment and Restatement of Debenture Trust Deed

3.2. Section 118 Chief Executive Certificate in relation to the abovementioned document

3.3. Letter from Council to Computershare Investor Services Limited (to amend and restate Council’s 21 October 2009 Registrar and Paying Agent Services Agreement);

3.4. Accession Deed to Multi-Issuer Deed

3.5. Accession Deed to Notes Subscription Agreement

3.6. Accession Deed to Equity Commitment Deed

3.7. Accession Deed to Guarantee and Indemnity

3.8. Security Stock Certificate (in relation to the Multi-Issuer Deed)

3.9. Security Stock Certificate (in relation to the Equity Commitment Deed)

3.10. Security Stock Certificate (in relation to the Guarantee)

3.11. Stock Issuance Certificate (in relation to the documents noted at 3.8. – 3.10.)

3.12. Section 118 Chief Executive Certificate (in relation to the documents noted at 3.4. – 3.11.), and

3.13. Officer’s Certificate.

4. The documents at 3.1. – 3.3. and 3.8. – 3.12. are being drafted by Council’s solicitors, Simpson Grierson, and the documents at 3.4. – 3.7. and 3.13. will be reviewed and approved by Council’s solicitors prior to their execution. Simpson Grierson has extensive LGFA accession experience with other Local Authorities.

5. Council staff are requesting that authority for signing the abovementioned documents be delegated to (as relevant) two elected members of Council and the Chief Executive.

Decision Making Process

6. Council and its committees are required to make every decision in accordance with the requirements of the Local Government Act 2002 (the Act). Staff have assessed the requirements in relation to this item and have concluded:

6.1. The decision does not significantly alter the service provision or affect a strategic asset.

6.2. The use of the special consultative procedure is not prescribed by legislation.

6.3. The decision does not fall within the definition of Council’s policy on significance.

6.4. The decision is not inconsistent with an existing policy or plan.

6.5. Given the nature and significance of the issue to be considered and decided, and also the persons likely to be affected by, or have an interest in the decisions made, Council can exercise its discretion and make a decision without consulting directly with the community or others having an interest in the decision.

Recommendations

1. That the Finance, Audit and Risk Sub-committee:

1.1. receives the Local Government Funding Agency (LGFA) Accession staff report, and

1.2. notes the contents of that report.

2. The Finance, Audit and Risk Sub-committee recommends that Hawke’s Bay Regional Council:

2.1. Confirms Council’s intention to join the Local Government Funding Agency as an unrated guaranteeing Local Authority.

2.2. Delegates authority to the Chief Executive to execute the following documents for the purposes of recommendation 2.1. above:

2.2.1. Letter from Council to Computershare Investor Services Limited (to amend and restate Council’s 21 October 2009 Registrar and Paying Agent Services Agreement)

2.2.2. Security Stock Certificate (in relation to the Multi-Issuer Deed)

2.2.3. Security Stock Certificate (in relation to the Equity Commitment Deed)

2.2.4. Security Stock Certificate (in relation to the Guarantee); and

2.2.5. Stock Issuance Certificate (in relation to the documents noted at recommendation 2.2.2. – 2.2.4.).

2.3. Authorises Council’s elected members, Chairman Rex Graham and Deputy Chairman Rick Barker, to execute the following deeds for the purposes of recommendation 2.1 above:

2.3.1. Deed of Amendment and Restatement of Debenture Trust Deed

2.3.2. Accession Deed to Multi-Issuer Deed

2.3.3. Accession Deed to Notes Subscription Agreement

2.3.4. Accession Deed to Equity Commitment Deed, and

2.3.5. Accession Deed to Guarantee and Indemnity.

2.4. Delegates authority to the Chief Executive to execute such other documents and take such other steps on behalf of Council as the Chief Executive considers it is necessary or desirable to execute or take to give effect to recommendation 2.1 above.

Authored by: Approved by:

Melissa des Landes

Corporate Accountant

Jessica Ellerm

Group Manager Corporate Services

Attachment/s

There are no attachments for this report.

HAWKE’S BAY REGIONAL COUNCIL

Finance Audit & Risk Sub-committee

Wednesday 21 November 2018

Subject: Health & Safety Internal Audit Report

Purpose of Report

1. To present the internal audit report and proposed work programme for Health & Safety (H&S) within Council.

Background

2. The Finance, Audit and Risk Sub-committee (FARS) included Health & Safety as part of the internal audit work programme for 2018-19 and agreed to the scope (attached) on 6 June 2018.

3. It is important to note that the scope of the review was process based in nature, and as such, findings were conducted primarily through interviews with staff, review of policies and relevant systems and documentation. Field work was not part of the agreed scope of the review.

4. The report was originally planned to be presented at a previous FARS meeting, however due to the HR Manager’s absence, this report was deferred until this meeting.

5. Staff have reviewed the findings in detail, and have proposed a work programme to enact findings from the review. These findings have also been presented and discussed at two Executive Leadership Team (ELT) meetings due to the critical importance of this review.

6. The audit report, with management commentary provided against recommendations, is attached. For ease of reference, an analysis of high risk findings is also outlined in ‘Report Analysis’ section below.

7. Jeffrey Broughton, Audit Manager for Crowe Horwath will attend the FARS meeting to answer any relevant questions on the review.

Report Analysis

8. To provide context for the report it is important to acknowledge comments made in the Executive Summary of the report under ‘Findings’.

9. The report indicates that, “It is important to note that our findings are written on an exception basis, there were many examples of good practice within the Council” and further,

9.1. “Throughout our review, it was clear that staff were engaged in health and safety and truly understood its importance. This is often the hardest pieces of the puzzle to develop and provides a strong foundation to implement the findings in our report. The Council has also engaged an external health and safety consultant which has resulted in several good practice documents being in place.”

10. To assist Councillors with a summary of the review’s key findings rated ‘high’, a brief outline is provided below.

Lack of Health and Safety Strategy (Report page 6/ and Finding clause number 1)

11. The report advocates the development of a Strategic Plan that outlines the longer term goals the Council wants to achieve over the next 3-5 years. This should be linked to the H&S policy and the Council’s overall strategic objectives. Development of the plan should involve a range of stakeholders, but is ultimately ‘owned’ by the ELT and Councillors.

12. The report acknowledged that work had commenced on developing a Strategic Plan.

Lack of reporting to ELT (pg 12/ cl 7)

13. The report recommends better reporting of issues presented to, and/or discussed by, the ELT and ensuring this meets the due diligence requirements of the ELT. The report advocates regular reports to the ELT and documentation of discussions and decisions resulting from the reports. The audit report suggests that an H&S report to the ELT could coincide with the H&S report to the Council Corporate & Strategic Committee, notwithstanding other H&S discussions that happen at ELT meetings as the need arises.

14. The report also recommends that the ELT undertakes due diligence training to reinforce their responsibilities under the legislation.

Minutes identify a lack of health and safety discussion (pg 13/ cl 8)

15. The report also identified that in Council meetings, “that there was no evidence to suggest a robust discussion took place and management were held to account over health and safety performance.” The audit felt that Councillor due diligence training would be beneficial and lead to improved debate and reporting.

Gaps in leader’s knowledge (pg 15/ cl 10)

16. Following interviews with several senior staff and councillors, the report concluded that the ELT should focus on critical risks and H&S performance associated with the controls for those risks. Incidents should be investigated in terms of the critical risk they are associated with to further improve the controls in place. The report recommended training for the ELT to improve their knowledge of due diligence and ways to clearly identify an effective H&S system.

Gaps in H&S reporting (pg 16/ cl 11)

17. This section reinforces the need to identify critical risk and ensure incident reporting relates to those critical risks in more detail e.g. what happened, is the control appropriate, what Code of Practice is in place, is it relevant and being followed etc. This helps the ELT develop a deeper understanding of the critical risks.

18. The report also advocates the development of ‘lead’ indicators to assist with more effective reporting.

Inconsistent approach to recording risks (pg 20/ cl 14)

19. This recommendation related to all risks being recorded in Hasmate (Council’s workplace health and safety management system), across Council and having risk assessments completed that are consistent with the process outlined in the H&S Manual.

Critical risk focus lacking (pg 21/ cl 15)

20. This relates to the above recommendation. It reinforces the recommendation to identify critical risk and develop appropriate controls that address the need to implement the hierarchy of control as outlined in the Act. It advocates a programme of critical control checks to improve relevant reporting.

Incident reporting lacks detail (page 26/ cl 20)

21. This recommendation relates to the need for more detail when reporting/recording incidents. This will include any association with a critical risk, potential consequences, what corrective action is proposed, what lessons have been learnt and what further training might be required.

22. The report questioned whether the Works Group should retain a separate reporting form or adopt the incident reporting form the rest of Council uses.

Contractor Engagement

23. While not classified as ‘high’ in terms of the audit report rating, the recommendations on contractor induction are considered a key aspect of the report that should have priority focus and are included in this section accordingly.

24. A key finding, which is considered vital for effective contractor H&S delivery, is that contractors who work with critical risks should be regularly audited by Council staff and that auditing should be documented. Improved processes to ensure this happens, need to be developed.

25. The report also advocates improved induction of contractors to ensure they are aware of Council’s H&S requirements, have adequate H&S documentation and meet the Council’s requirements for Sitewise registration and assessment.

26. This list focuses on the high risk and priority areas for Council to action.

Next Steps

27. As a result of a combination of review recommendations and feedback from the Executive team, a work programme has been created whereby our external H&S advisor, Franz Assenmacher, will be responsible for enacting the initial findings. Franz has been utilised by Council for a considerable number of years and has vast experience in Health & Safety and associated legislation.

28. The work programme will have a priority focus on urgent and high risk findings as noted in Report Analysis section above. Franz is currently contracted on a day a week basis, it is proposed this his current programme be temporarily increased to focus on implementation of the findings while maintaining priority areas of his current work programme.

29. In order to drive the findings, it is likely that Franz’s time will need to be utilised at a higher frequency than it is currently. Franz has been provided with a copy of the draft report and spoken to in anticipation of these additional requirements and has informally agreed to increase his hours available to Council. It is anticipated this will take approximately one month’s work to implement on a part time basis and is likely to cost an additional estimated $2,000-$3,000 in total.

30. Once high risk findings have been adhered to, it is proposed that the other lower risk items and maintenance of findings form part of Franz’s usual work agreement and will be part of current budgets. This will form part of a continuous work programme, which is one of the recommendations within the review.

31. In conjunction with the above work programme, there will be active engagement with staff to ensure that Health & Safety is well understood, fully embedded and fit for purpose. This will include development of internal communications to staff to support a prevention approach to Health & Safety.

32. Regular updates on the progress of the Health & Safety work programme will also be provided to the Executive team and an update will be given to the Corporate & Strategic Committee in six months’ time.

33. Once the initial work programme has been implemented and embedded, it is proposed that a follow up audit be conducted as independent assurance that Council has responded to the recommendations adequately. This is proposed further in the “Internal Audit Update” paper at this same meeting.

Decision Making Process

34. Staff have assessed the requirements of the Local Government Act 2002 in relation to this item and have concluded that, as this report is for information only, the decision making provisions do not apply.

Recommendation

That the Finance, Audit and Risk Sub-committee receives and notes the “Health & Safety Internal Audit Report”.

Authored by:

Melissa des Landes

Corporate Accountant

Viv Moule

Human Resources Manager

Approved by:

Joanne Lawrence

Group Manager Office of the Chief Executive and Chair

Attachment/s

⇩1	Crowe Horwath Health & Safety Internal Audit Proposal
⇩2	Crowe Horwath Health and Safety Internal Audit Report

HAWKE’S BAY REGIONAL COUNCIL

Finance Audit & Risk Sub-committee

Wednesday 21 November 2018

Subject: Internal Audit Update

Reason for Report

1. To provide the Sub-committee with an update on the status of previous and pending internal audits conducted by internal audit provider, Crowe Horwath.

Background

2. At its meeting on 6 June 2018, the Sub-committee agreed that the internal audit work programme for the 2018-19 financial year would include Health & Safety, Data Analytics, Business Continuance and Water Management (revisited).

3. The Health & Safety internal audit is presented at this Finance Audit and Risk Sub-committee (FARS) meeting.

4. The Data Analytics internal audit is near completion and will be presented at the 12 February 2019 FARS meeting.

Future Internal Audits

5. As outlined above, Business Continuance was agreed to form part of the current work programme however it should be noted that Council recently engaged a specialised Business Continuance agency for an initial review of the current plan. This is currently being assimilated internally prior to being presented to FARS.

6. Initial findings of the review indicate that the Business Continuance Plan (BCP) requires a refresh, staff believe it not be an efficient use of funds to perform a full internal audit review while the current BCP requires work.

7. As a result, staff are requesting that the Business Continuance internal audit be pushed out to a future financial year.

8. If FARS resolves for the Business Continuance internal audit to be postponed, it is recognised that there will be available scope within the internal audit budget. As a result staff recommend that an “Internal Audit Follow Up” review be completed.

9. This Follow Up review would involve the internal auditors following up on previously conducted internal audits and providing feedback as to how effectively Council is progressing with implementing agreed recommendations.

10. There is the option for the review to focusing on one or two select audits thoroughly, or alternatively, an examination of all internal audits conducted over the last two years. Staff are seeking feedback from Councillors on this matter.

11. Hastings District Council engaged Crowe Horwath to perform such a review and found it to be useful in terms of both accountability and providing comfort for their governors.

Previous Internal Audits

12. The Crowe Horwath internal audit programme is proving successful within Council, with some solid feedback and recommendations received from our internal audits.

13. As a reminder, under the new internal audit programme, Council has completed Data Analytics (2016-17), Water Management, Procurement/Contract Management with Living Wage extension.

Water Management

14. Group Manager – Regulation, has provided a Water Management update at a previous Corporate & Strategic Committee (C&S) meetings and is scheduled to provide another update to the C&S Committee on 5 December 2018 with regard to how the recommendations and action points are progressing.

Procurement/Contract Management

15. The Procurement/Contract Management Audit provided some insightful review points. A joint internal audit meeting between all five TLA’s identified that procurement was a common theme amongst all Council’s and the proposal of a joint approach was initiated.

16. Three meetings between councils have been held to agree a common way forward as audits for each council are delivering the following similar opportunities for improvement: S17a - review of contracts over $500k; Policy review; Common Templates; Need for a central point of advice and support centre.

17. At HBRC level, work has started on the following 5 priority areas: Review of Procurement strategy; Procurement and Contract management plan template; Consistent use of contract central; Exec overview of contracts reporting; Supplier review and close off (cleaning the existing 750 contracts in our data base).

18. The intention is to design a road map for the development of a hub and spoke model for strategic and shared procurement by the end of this financial year, scoping capacity, capability and resource requirements.

GoBus Living Wage

19. The Living Wage extension saw C&S agree to await the results of the Public Transport Operating Model (PTOM review) being conducted at a national level. Staff were expecting an initial report to be available around this time, however Transport Minister Phil Twyford has indicated that there was further work required with the interim draft as it “needed to dig more into the detail to be useful”.

20. As a result, further research is expected to be completed by the end of December, with a public release date still to be determined. Staff will continue to comply with the review and provide information when requested.

Decision Making Process

21. Staff have assessed the requirements of the Local Government Act 2002 in relation to this item and have concluded that, as this report is for information only, the decision making provisions do not apply.

Recommendation

That the Finance, Audit and Risk Sub-committee receives and notes the “Internal Audit Update” staff report.

Authored by:

Melissa des Landes

Corporate Accountant

Approved by:

Jessica Ellerm

Group Manager
Corporate Services

Attachment/s

There are no attachments for this report.

HAWKE’S BAY REGIONAL COUNCIL

Finance Audit & Risk Sub-committee

Wednesday 21 November 2018

Subject: Treasury Update

Purpose of Report

1. This item provides an update to the Sub-committee on the development of Council’s diversified investment portfolio and a draft treasury report for review, intended to form the basis of future reports to the Sub-committee.

Background

2. As part of the 2018-28 Long Term Plan (LTP) Council decided that the $50 million previously set aside for the Ruataniwha Water Storage Scheme (RWSS) would be preserved and grown to provide investment income to help fund the increase in Council’s operating activities. These funds had previously been on term deposit and the LTP proposed through its financial strategy that these funds be allocated to diversified managed investment funds in order to make these assets work harder and achieve better returns.

3. At the 27 June 2018 Council meeting it was also resolved to allow a debt facility of $10 million to Hawkes Bay Regional Investment Company (HBRIC). This was seen as a short term facility and would allow HBRIC the flexibility for any funding required regarding the pending Napier Port transaction. The $10 million would be deducted from the initial $50 million, however the interest rate charged to HBRIC would at least match the forecast returns from the managed funds. On repayment of this loan facility, the funds will be allocated to the diversified managed funds.

4. Since adoption of the Long Term Plan, staff have run a robust procurement process for the appointment of Fund Managers. Requests for proposals were issued to the open market, seventeen proposals were received and shortlisted with four chosen to present to a Council workshop on 22 August 2018.

5. PwC treasury advisors were used as a third party to verify the process and provide expertise on the merits of each investment manager. PwC prepared a report for a Council workshop on 5 September 2018.

6. As a result of the process Council resolved at the meeting on 26 September 2018 to proceed with duel fund managers being Mercer and First New Zealand Capital. The $40 million remaining would be split evenly over the two funds.

7. Staff have since been working with fund managers and lawyers to get all of the paper work and signing on process completed. It is expected funds will start to be transferred to the fund managers to start investing within the next two weeks.

8. The timing of the cash transfers match the maturity dates of existing term deposits and the cash flow needs of the business. The anticipated transfer of funds is below.

Date	Mercer	First NZ Capital	Total
November 18	$5 million	$5 million	$10 million
December 18	$2.5 million	$2.5 million	$5 million
January 19	$12.5 million	12.5 million	$25 million
TOTAL	$20 million	$20 million	$40 million

9. Staff note the process has taken longer than initially expected. The budgeted returns of 4.5% in the first year of the LTP were lower than the 5% expected for the rest of the LTP which accounts for the timing involved of the creation of the fund and the allocation of funds out of term deposit.

10. Forecast returns could be unfavourably affected by the delay. Staff will continue to update the Sub-committee and full Council on the effects on investment income and any mitigation that maybe needed.

11. It is anticipated that funds will be fully allocated by the next Sub-committee meeting in February 2019, and formal treasury reporting will then commence.

Draft Treasury Report

12. Due to the added complexity of having two fund managers we have commissioned PwC to draft a Treasury report (attached) which will incorporate both reports into a meaningful and easily comparable report.

13. Any feedback from the Sub-committee would be appreciated, to enable presentation of a complete report that meets the Sub-committee’s needs at the February meeting.

Decision Making Process

14. Staff have assessed the requirements of the Local Government Act 2002 in relation to this item and have concluded that, as this report is for information only, the decision making provisions do not apply.

Recommendation

That the Finance, Audit and Risk Sub-committee receives and notes the “Treasury Update” staff report.

Authored by:

Manton Collings

Chief Financial Officer

Approved by:

Jessica Ellerm

Group Manager
Corporate Services

Attachment/s

⇩1

PWC Draft Combined Treasury Report

HAWKE’S BAY REGIONAL COUNCIL

Finance Audit & Risk Sub-committee

Wednesday 21 November 2018

Subject: November 2018 Sub-committee Work Programme Update

Reason for Report

1. In order to ensure the sub-committee’s ability to effectively and efficiently fulfill its role and responsibilities, an overall update on its work programme is provided following.

2. It should be noted that some non-urgent items in the work programme have been deferred due to current staff resourcing and capacity restraints. We have now successfully recruited for and appointed a Financial Accountant who commences employment on 19 November 2018. This additional senior resource will provide much needed capacity to make good progress on a substantive work programme for this team.

Task	Item	Scheduled / Status
Internal Audits	Health & Safety	19 September 2018 FARS (Finance, Audit & Risk sub-committee) meeting now deferred to 21 November 2018 meeting
	Data Analytics	Q3 2018-19 FARS meeting
	Business Continuance	Q3 2018-19 FARS meeting
	Water Management	Q4 2018-19 FARS meeting
Risk Assessment & Management	Reporting on risks (6-monthly) affecting Council plus noting changes / improvements / areas that require attention from last report (3-monthly)	19 September 2018 and Q3 2018-19 FARS meetings. Risk management discussions and follow ups now being documented at each monthly Exec meeting.
Insurance	Council’s proposed 2018-19 Insurance programme	Reported to 6 June 2018 FARS meeting
Annual Report	Discussion on Audit Management Letter	Auditor scheduled to attend November 2018 FARS meeting
Annual Report	Discussion on the major issues (if any) in the audit report on the Annual Report.	Aligned with Audit NZ & legislative requirements Sept-Nov each year. Update paper was provided at 19 September meeting.
S17a Efficiency Reviews (Section 17a Local Government Act)	Update on progress and findings of Section 17a Efficiency Reviews	No reviews scheduled in Q1&2 of Year 1 of LTP (Long Term Plan). Staff member attended Hawke’s Bay Council wide S17a Review collaboration meeting in Wairoa held on 2 August 2018 where opportunities for cost sharing were discussed.
Investment Returns & Treasury Monitoring	Update on progress in obtaining required level of dividend from PONL (Port of Napier Limited). Update on Treasury function within Council.	HBRIC Ltd 2018-19 SoI (Statement of Intent) adopted at 27 June 2018 Council meeting. SIPO (Statement of Investment Policy & Objectives) adopted at 27 June 2018 Council meeting. Fund managers appointed at 26 September Council meeting, thereafter quarterly updates are to be presented at future FARS meetings. Application to join LGFA (Local Government Funding Agency) underway.

Decision Making Process

3. Staff have assessed the requirements of the Local Government Act 2002 in relation to this item and have concluded that, as this report is for information only, the decision making provisions do not apply.

Recommendation

That the Finance, Audit and Risk Sub-committee receives and notes the “November 2018 Sub-committee Work Programme Update” staff report.

Authored by:

Melissa des Landes

Corporate Accountant

Approved by:

Jessica Ellerm

Group Manager
Corporate Services

Attachment/s

There are no attachments for this report.

GENERAL SUBJECT OF THE ITEM TO BE CONSIDERED	REASON FOR PASSING THIS RESOLUTION	GROUNDS UNDER SECTION 48(1) FOR THE PASSING OF THE RESOLUTION
Appointment of an Independent Member of the Finance, Audit & Risk Sub-Committee	7(2)(a) That the public conduct of this agenda item would be likely to result in the disclosure of information where the withholding of the information is necessary to protect the privacy of natural persons.	The Council is specified, in the First Schedule to this Act, as a body to which the Act applies.