Former Napier Port director Stephen Bradford.
Napier Port is searching for a new director following the resignation of long-standing port director and former Port of Melbourne chief executive Stephen Bradford.
Speaking to Hawke's Bay Today, Bradford said he retired from his role with Napier Port at the board's July meeting.
"The reason for that is that is the Hawke's Bay Regional Council, through HBRIC, which owns 100 per cent of the Port of Napier, is proceeding through a public consultation on a potential restructure."
However, because he had a "minor role" with Flagstaff Partners, which had been involved with the restructure process, he felt there could be a "perception" of conflict of interest.
He left the meeting so as to not participate and then informed port chairman Alasdair MacLeod of his intention to stand down.
The Flagstaff Partners website states he was a "specialist adviser to Flagstaff" on the Port of Melbourne transaction (2016), which saw the port effectively privatised from government ownership by leasing it on a long-term basis of 50 years.
While his position at Flagstaff was titled as a senior adviser, in practice that meant working with the company just seven or eight days a year, offering high-level advice on infrastructure issues.
While his involvement with the sale of Port of Melbourne, where he had previously been the chief executive, was "minor to insignificant", he did not want any perceptions to cloud the issue.
"Certainly no one from council or HBRIC suggested I resign, it was my idea and it's all about public perception and the community of Hawke's Bay deserve to discuss this matter fully, without any distraction."
Bradford said the port remained in good hands.
"I think the chairman and board are doing a great job and the new chief executive, Todd Dawson, is a star - a great acquisition by the chairman."
Bradford was appointed to the board in 2014 and then re-appointed in 2017.
He was listed in Napier Port's 2017 annual report as attending meetings of both the board's Audit and Risk Committee and its Strategy and Planning Committee.
Bradford's role as a senior adviser to Flagstaff Partners was also listed under directors' registered interests in the port's 2016 and 2017 annual reports.
Napier Port did not reveal the situation until it issued a statement on its website on September 18 when it stated it was searching for a new director.
"It's not our normal practice to make a public statement when a director resigns but, as you are aware, there has been interest in Stephen's resignation.
"As outlined in our online statement, Todd Dawson has been made an interim director to ensure a quorum. This has been our standard practice when directors have previously resigned mid-term."
HBRIC chief executive Blair O'Keefe said the timing of the announcement was an issue for Napier Port.
"The HBRIC Board was advised of Mr Bradford's resignation and requested that HBRIC support port chief executive Todd Dawson sitting on the board temporarily until a replacement is found, which HBRIC did support.
"Napier Port chief executive Todd Dawson has been appointed as an interim measure. Recruitment for a replacement director will commence soon."
O'Keefe confirmed that Bradford was not asked to resign.
"Mr Bradford was a respected member of the port board and his contribution will be missed. Conflicts of interest are managed by the board/chair of Napier Port during the course of normal business."
In July, Hawke's Bay Regional Council voted unanimously to consult with the Hawke's Bay community on options to fund the development of Napier Port, which makes up 77 per cent of its income-generating investments.
At present consultations are looking at nine options for the port put forward in the regional council Capital Structure Review report. Those options also include an option to lease operations to a third party, while retaining ownership of assets and land - a move similar to that taken by the Port of Melbourne.
Responses to an Local Government Official Information and Meetings Act request given to a member of the public concerned about transparency issues surrounding Flagstaff Partners' involvement with the port in June, and obtained by Hawke's Bay Today, confirmed that while that CSR report was being compiled, Flagstaff presented options for funding Napier Port infrastructure development (as commissioned by Napier Port) to the council at workshops on two occasions (October 2017 and May 2018).
"Neither HBRIC nor council have any direct legal or financial arrangements in place with Flagstaff."
The full board of HBRIC also met with Flagstaff as part of the ongoing discussion with Napier Port about their infrastructure development programme and review of the regional council's capital structure review.
That OIA response also confirmed that Bradford's re-appointment was recommended by the port chairman and then recommended to the HBRIC board, which in turn made a recommendation to the regional council.
Port chief executive Todd Dawson had also previously confirmed to the recipient of the OIA response that Napier Port engaged Flagstaff Partners in April 2017 to investigate funding options for the proposed wharf development.
The New Zealand Institute of Directors' guideline around identifying, declaring and managing conflicts of interests points out that in some circumstances an "actual conflict" is not required to present itself before a situation is treated as though it has.
"In certain circumstances, there may be a perception of a conflict of interests where the interests come close but do not intersect. In these situations, careful management is still required.
"Not taking steps to manage these risks can undermine a company's reputation and hiding conflicting interests can give rise to perceptions or allegations of misconduct.
"At the end of the day, shareholders and stakeholders alike should be left in no doubt that any director with conflicting interests (or potentially conflicting interests) is appropriately motivated and free from bias.
"Whether that bias is real or perceived is sometimes a matter of debate, but the tests remain the same: What would a reasonable person think? What would this look like as headline news? Would you be willing to stake the company's (and your personal) brand and reputation on the impartiality and good faith of your decision?"
NZIOD also points out that appointing a director with a known conflict was not unheard of.
"In fact, a director may be appointed for their industry experience, which can result in a conflict that needs to be managed. In such cases it is particularly important that the board is able to show it has clear and robust processes in place for managing the conflict."