To ensure independence, a former director could be retained in a proposed shake-up of the Hawke's Bay Regional Council's investment arm.
The Hawke's Bay Regional Investment Company (HBRIC) was formed in 2012 to own and manage the council's investments including the Port of Napier, and to drive the Ruataniwha Water Storage Scheme (RWSS).
The council is required to provide a letter of expectation to HBRIC by April 1, which gives direction to the company for the coming year.
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But because the council has been considering HBRIC's future after the failure of the RWSS, and a capital structure review, yesterday it was asked to recommend interim HBRIC arrangements to inform this letter of expectation.
This included limiting HBRIC's mandate and reducing its board from eight directors to three to save costs.
While it was recommended this month that the board comprise two councillors and the council chief executive James Palmer, there has been since been a push for some independence on the board.
HBRIC chairman Chris Tremain had recommended the number of directors be reduced, but recently "urged" the council consider some independent governance representation.
Mr Palmer also recommended an independent director be appointed instead of him, as this would "ensure there are no conflicts of interest with the chief executive's role as both a regulator and advisor to the council".
Council staff said an independent director was needed because issues could arise where all council directors were in a conflicted position, and so had to remove themselves from any decision making.
"Another consideration is that independent representation provides both diversity and commercial expertise specific to the types of transactions it is anticipated the HBRIC Ltd board may be required to conduct."
So in a motion put forward by councillor Tom Belford, the council yesterday agreed the board should comprise councillor Peter Beaven, chair Rex Graham and existing HBRIC independent director Dan Druzianic.
Mr Belford said he had felt the council needed a "clean break from the past", but now agreed there needed to be some continuity among the board.
This was carried, with councillors Alan Dick, Fenton Wilson, and Debbie Hewitt voting against. Ms Hewitt is a current council representative director with Mr Beaven.
Mr Dick had recommended she remain on the board, because "I don't see why there should be a preference for one council member over the other". A motion to this effect was lost.
Three was the minimum number of directors HBRIC could have, and was seen as "adequate for HBRIC Ltd until such time as the council has resolved to proceed with any new investment activity".
Staff recommended any new directors should begin their appointment on April 1, 2018, and the current HBRIC directors not retained were told their services are not required from April 14.
The existing directors were acknowledged by councillors for doing "a fantastic job".
"In ancient times it wasn't palpable to us but they've done what they were asked to do, and we're moving forward," Mr Graham said.
It was recommended councillor directors receive no additional remuneration, and the administrative functions of the day-to-day operation of HBRIC be brought in-house to HBRC.