The Rotorua Energy Charitable Trust (Rotorua Trust) is a charitable trust established pursuant to the Energy Companies Act 1992. It is incorporated under the Charitable Trusts Act 1957 and the Charities Act 2005.

ROLE OF THE BOARD The six Trustees of Rotorua Trust are elected by voters from within the voting district of the Trust on a triennial basis and are responsible for the direction and supervision of the Trust’s business.

The Board has determined that its principal responsibility is to manage and enhance the assets held by the Trust, and distribute income for the long-term benefit of the Rotorua district community.

In meeting this responsibility the Board approves the adoption of appropriate strategies and objectives, an reviews the performance of the Trust against these objectives.

They also approve operating and donations budgets, and review operating performance against budgeted performance.

DELEGATION OF AUTHORITY
The formulation and implementation of reporting procedures, other than those reserved specifically for the Board, are delegated to management. The Board monitors that delegation as part of the formal business of the board meetings.

CONFLICTS OF INTEREST
It is recognised that Trustees have a wide range of involvement in the Rotorua district community and as such the potential for conflict will arise from time to time.

In order to cover this eventuality, Trustees disclose their involvement with other organisations, do not take part in discussion relating to organisations with which they have a relationship (unless the consent of fellow trustees is obtained), and do not vote on any matter where a conflict or potential conflict exists.

INVESTMENT
Investment decisions relating to the Trust’s Perpetual Capital Fund are undertaken by the Trust’s wholly owned subsidiary Perpetual Capital Management Limited (PCML). PCML undertakes the management of the Perpetual Capital Fund in accordance with the terms of a formal Investment Management Agreement with the RotoruaTrust. The Board of PCML comprises four directors, three of whom are independent of the Rotorua Trust.

Decisions relating to investments held directly by the Trust are made by management.

DONATIONS
Donation requests are received and processed by management.

The requests, together with management recommendations, are presented to the Board where a formal decision is made.

At the commencement of each financial year the Board determines the allocation and level of donation funding to various sectors. The Board also appoints individual trustees to act as spokespeople for these sectors.

COMMITTEES
The Board has formally established two sub committees to assist with the operation of the Trust.

EXECUTIVE (GW Hall, JM La Grouw.)
This committee is responsible for:

• Monitoring the systems of corporate governance.
• Establishing and reviewing the remuneration policy for the Board, directors of subsidiary companies and staff.
• Reviewing the chief executive’s performance and remuneration.

AUDIT (JM Green, JM La Grouw, LG Thurston.)
This committee is responsible for:

• Identifying, assessing and managing business and organisational risk, and assisting the Board in the discharge of its financial reporting responsibilities.
• Reviewing the effectiveness of internal control systems.
• Providing a formal forum for the Board, auditors and staff.
• Agreeing with the external auditors on the nature, scope and cost of the audit.
• Ensuring the Board meets financial reporting requirements and that external reporting of information is of a high quality.