(1) The purposes of this Act are to—

• (a) implement the agreements made in the Deed of Settlement dated 23 September 1992; and

• (b) provide for the development of the collective and individual interests of iwi in fisheries, fishing, and fisheries-related activities in a manner that is ultimately for the benefit of all Maori.

(2) To achieve the purposes of this Act, provision is made to establish a framework for the allocation and management of settlement assets through—

• (a) the allocation and transfer of specified settlement assets to iwi as provided for by or under this Act; and

• (b) the central management of the remainder of those settlement assets.

(1) This section and sections 30, 129, 155, 177, and 188 are a guide to the general scheme of the Parts of this Act, but do not affect the interpretation or application of the other provisions of this Act.

(2) This Act replaces the Maori Fisheries Act 1989.

(3) The Preamble sets out the background to this Act.

(4) Following the Title and commencement clauses, Part 1 contains—

• (a) subpart 1, which includes the purpose and interpretation provisions; and

• (b) subpart 2, which sets out the key concepts for the allocation of settlement assets, namely, provisions for the classification of quota, the determination of iwi population, and the determination of iwi coastline entitlements, including interim and supplementary coastline entitlements; and

• (c) subpart 3, which relates to the nature and role of iwi organisations involved with the allocation of settlement assets, including provisions allowing for the reorganisation of joint mandated iwi organisations.

(5) The schedules set out—

• (a) the quota shares provided to the Treaty of Waitangi Fisheries Commission under section 40 of the Maori Fisheries Act 1989 (the interim settlement) and those since allocated to the Treaty of Waitangi Fisheries Commission under section 44 of the Fisheries Act 1996; and

• (b) the relevant harbours and harbour quota for allocation in relation to those harbours; and

• (c) iwi listed by groups and the notional population of each iwi; and

• (d) organisations that are recognised iwi organisations; and

• (e) the representative Maori organisations; and

• (f) the method for determining coastline entitlements; and

• (g) the kaupapa that apply to the constitutional documents of mandated iwi organisations; and

• (h) procedures for Te Kawai Taumata, including provisions for the appointment of members and alternate members; and

• (i) consequential amendments.

In this Act, unless the context otherwise requires,—

This Act binds the Crown.

(1) If the responsible Minister declares under section 18 of the Fisheries Act 1996 that a stock is subject to the quota management system, Te Ohu Kai Moana Trustee Limited must, within 6 months of the notification of that declaration,—

• (a) determine the appropriate classification for the stock in accordance with sections 8 and 9; and

• (b) in accordance with section 8, determine, for every harbour specified in Schedule 2 that is within the relevant quota management area, either—

  • (i) the quantity of harbour quota for the stock; or

  • (ii) that there is no harbour quota for the stock; and

• (c) publish in the Gazette—

  • (i) the classification of the stock; and

  • (ii) whether harbour quota applies to that stock; and

  • (iii) the quantity, if any, of each harbour quota for the stock.

(2) A Gazette notice under this section applies as if Part 2 of Schedule 1 and Part 2 of Schedule 2 were amended in accordance with determinations made under this section and sections 8 and 9.

(1) For the purpose of classifying stock under section 7, a stock for which Te Ohu Kai Moana Trustee Limited determines, on the basis of scientific or anecdotal evidence, that the commercial catch during the 5 fishing years prior to the declaration referred to in section 7(1) was entirely taken—

• (a) at depths greater than 400 m from the surface, must be classified as deepwater:

• (b) at depths less than 200 m from the surface, must be classified as inshore:

• (c) in freshwater, must be classified as freshwater.

(2) For each stock, if any commercial catch was taken during the 5 fishing years prior to the declaration referred to in section 7(1) in any of the harbours listed in Schedule 2, Te Ohu Kai Moana Trustee Limited must determine a harbour quota.

(3) In relation to each harbour listed in Schedule 2, the proportion of the available settlement quota that is to be classified as harbour quota for each stock must be the proportion of the total commercial catch of that stock taken in that harbour in the fishing year with the highest commercial catch in that harbour during the 5 fishing years prior to the declaration referred to in section 7(1).

(4) Harbour quota is calculated under subsection (3) in accordance with the following formula:

(1) This section applies when Te Ohu Kai Moana Trustee Limited is unable to classify a stock under section 8.

(2) Te Ohu Kai Moana Trustee Limited must consider the evidence from the previous 5 fishing years referred to in section 8(1) for the stock, and classify the stock as—

• (a) deepwater, if at least 75% of the commercial catch was taken in depths greater than 300 m from the surface; or

• (b) inshore, if at least 75% of the commercial catch was taken in depths of 300 m or less from the surface; or

• (c) freshwater, if at least 90% of the commercial catch was taken in freshwater.

(3) If the classification cannot be determined under subsection (2), Te Ohu Kai Moana Trustee Limited must determine a classification, after taking into account—

• (a) the fishing gear used to take the stock; and

• (b) the location where the stock was taken; and

• (c) any other information that Te Ohu Kai Moana Trustee Limited considers to be relevant.

(1) In this Act,—

• (a) the population of an iwi is the notional iwi population as stated in column 2 of Schedule 3; and

• (b) the notional iwi population—

  • (i) binds all iwi; and

  • (ii) applies irrespective of any multiple iwi affiliations or other census or other data.

(2) However, that notional iwi population does not—

• (a) bind the iwi to which it relates or any other iwi in any matter that is before the Waitangi Tribunal, the Maori Land Court, or any other court, other than under this Act; or

• (b) bind, compromise, advantage or disadvantage, or operate as a precedent for any other matter; or

• (c) affect any customary rights, aboriginal title rights, or any rights arising under the Treaty of Waitangi in relation to any other matter.

(3) Column 3 of Schedule 3 sets out the percentage that the notional population of each iwi bears to the total notional iwi population.

(1) A mandated iwi organisation, in order to obtain allocations of settlement quota based on coastlines under this Act, must make coastline claims for coastline entitlements for its iwi (including any interim and supplementary coastline entitlements) in accordance with Part 1 of Schedule 6.

(2) Coastline entitlements must be—

• (a) determined by Te Ohu Kai Moana Trustee Limited in accordance with Schedule 6; and

• (b) recorded by Te Ohu Kai Moana Trustee Limited on the iwi register.

(3) Registered coastline entitlements are created under this Act for the sole purpose of calculating the amount of settlement quota to be allocated to iwi under subpart 2 of Part 3.

(4) However, those registered coastline entitlements do not—

• (a) bind the iwi to which they relate or any other iwi in any matter that is before the Waitangi Tribunal, the Maori Land Court, or any other court, other than under this Act; or

• (b) bind, compromise, advantage or disadvantage, or operate as a precedent for any other matter; or

• (c) affect any customary rights, aboriginal title rights, or any rights arising under the Treaty of Waitangi in relation to any other matter.

(1) Under this Act, a mandated iwi organisation must—

• (a) act for the benefit of all the members of the iwi, irrespective of where those members reside; and

• (b) perform the functions and duties conferred on it by or under this Act; and

• (c) except as restricted by section 23(2), represent its iwi by voting at any meeting convened under—

  • (i) clause 1 or clause 6 of Schedule 8 to appoint or remove a member or alternate member of Te Kawai Taumata:

  • (ii) clause 1 of Schedule 8 to appoint a member of a committee of representatives; and

• (d) ensure that it has 1 or more asset-holding companies that, in each case,—

  • (i) is wholly owned by the mandated iwi organisation; and

  • (ii) performs the functions and complies with the requirements set out in sections 16 to 18.

(2) A mandated iwi organisation may—

• (a) directly receive and hold, on behalf of its iwi, settlement assets allocated and grants made to that iwi by Te Ohu Kai Moana Trustee Limited, other than assets referred to in section 16(1)(c):

• (b) receive distributions from Te Putea Whakatupu Trustee Limited and Te Wai Maori Trustee Limited, as provided for under subparts 4 and 5 of Part 2:

• (c) if relevant, enter into agreements with other mandated iwi organisations in relation to—

  • (i) coastline claims under section 11:

  • (ii) the allocation of—

    • (A) harbour quota under section 143:

    • (B) freshwater quota under section 148:

• (d) establish companies to undertake fishing and fisheries-related activities, including, but not limited to, any activity related to the seafood industry:

• (e) perform other functions provided for by or under this Act.

(1) As soon as is reasonably practicable after Te Ohu Kai Moana Trustee Limited is satisfied that an iwi or a withdrawing group has established an organisation that meets the criteria specified in section 14 or section 21(1), as the case may be, or that an iwi has an iwi governance entity that meets the criteria specified in section 15, Te Ohu Kai Moana Trustee Limited must, by special resolution,—

• (a) recognise 1 mandated iwi organisation for that iwi or withdrawing group, as the case may be; and

• (b) record its recognition of that mandated iwi organisation in the iwi register.

(2) Te Ohu Kai Moana Trustee Limited must not recognise more than 1 mandated iwi organisation for an iwi.

The criteria for recognition and continuing recognition of a mandated iwi organisation under section 13(1) are that—

• (a) the organisation is a company, trust, body corporate set up under an enactment, or incorporated society; and

• (b) the constitutional documents of the organisation comply with section 17; and

• (c) the directors, trustees, or office holders, as the case may be, are able to demonstrate that, for the purposes of their responsibilities under this Act, they have been duly elected or appointed in accordance with the constitutional documents of the organisation; and

• (d) the organisation has a register of iwi members that—

  • (i) complies with kaupapa 5 of Schedule 7; and

  • (ii) has no fewer than the minimum number of members specified in column 4 of Schedule 3.

Te Ohu Kai Moana Trustee Limited must, if requested, recognise an iwi governance entity as a mandated iwi organisation under section 13(1) if, before the commencement of this Act, that entity meets the following criteria:

• (a) it has been approved as a governance entity of the iwi for the purposes of the settlement of the historical Treaty of Waitangi claims of that iwi, as perfected through the enactment of legislation; and

• (b) it represents an iwi listed in Schedule 3; and

• (c) it complies with section 14(a); and

• (d) it has established 1 or more asset-holding companies as required by section 12(1)(d); and

• (e) it has directors, trustees, or office holders, as the case may be, who are elected in a manner that complies with the kaupapa of Schedule 7; and

• (f) it has a dispute resolution mechanism that complies with kaupapa 8 of Schedule 7.

(1) An asset-holding company required by section 12(1)(d) must—

• (a) be and remain wholly owned by the mandated iwi organisation that established the company; and

• (b) have constitutional documents that comply with section 17; and

• (c) receive and hold, on behalf of the mandated iwi organisation that owns the company, for so long as they are to be retained, all settlement quota and income shares allocated by Te Ohu Kai Moana Trustee Limited to, or otherwise acquired by, the iwi under this Act; and

• (d) provide dividends solely to the mandated iwi organisation owning the asset-holding company; and

• (e) not undertake fishing or hold a fishing permit.

(2) However, an asset-holding company—

• (a) must not enter into any transaction relating to or affecting the income shares it holds unless the mandated iwi organisation has complied with its obligations under sections 69 to 72; and

• (b) in its function of receiving and holding settlement quota and income shares, is bound by all the requirements specified for mandated iwi organisations in relation to those matters.

(3) An asset-holding company may—

• (a) establish 1 or more subsidiaries to be its subsidiary asset-holding companies; and

• (b) transfer to a subsidiary some or all of the assets received under subsection (1)(c).

(4) A subsidiary established under subsection (3)(a) must—

• (a) be and remain wholly owned by the asset-holding company that established it, and

• (b) receive and hold, on behalf of the asset-holding company, settlement quota and income shares transferred to it by the asset-holding company under subsection (3)(b); and

• (c) provide dividends solely to the mandated iwi organisation owning the asset-holding company that established the subsidiary; and

• (d) comply with subsection (2); and

• (e) not undertake fishing or hold a fishing permit.

(1) Every mandated iwi organisation, asset-holding company, and subsidiary of an asset-holding company must have 1 or more constitutional documents that comply with, and implement, the kaupapa set out in Schedule 7.

(2) The constitutional documents referred to in subsection (1) are of no effect under this Act until—

• (a) they are approved as complying with the requirements of this Act,—

  • (i) in the case of a mandated iwi organisation, by Te Ohu Kai Moana Trustee Limited; and

  • (ii) in the case of each asset-holding company and subsidiary of an asset-holding company, by the mandated iwi organisation that owns the asset-holding company; and

• (b) they are ratified,—

  • (i) in the case of a mandated iwi organisation, by not less than 75% of the adult members of the iwi who vote—

    • (A) in person at a general meeting called for the purpose of adopting a constitution; or

    • (B) by postal ballot; and

  • (ii) in the case of each asset-holding company and subsidiary of an asset-holding company, by not less than 75% of the directors, trustees, or office holders of the mandated iwi organisation that owns the asset-holding company.

(3) Notice of the meeting referred to in subsection (2)(b)(i)(A) must comply with kaupapa 4(2) of Schedule 7.

(4) As soon as is reasonably practicable after the constitutional documents of an asset-holding company or subsidiary of an asset-holding company have been approved in accordance with subsection (2)(a)(ii) and ratified in accordance with subsection (2)(b)(ii), the mandated iwi organisation that owns the asset-holding company must—

• (a) advise Te Ohu Kai Moana Trustee Limited that the constitutional documents have been approved and ratified; and

• (b) provide documentation to Te Ohu Kai Moana Trustee Limited, supported by a statutory declaration if Te Ohu Kai Moana Trustee Limited so requests, as may be necessary to establish that the constitutional documents of its asset-holding company, and any subsidiary of the asset-holding company, comply with the requirements of subsection (2)(a)(ii) and (b)(ii), and, in the case of amendments to a constitutional document, with the requirements of section 18.

(5) This section does not apply to an iwi governance entity recognised by Te Ohu Kai Moana Trustee Limited as a mandated iwi organisation because it meets the criteria set out in section 15.

(6) However, this section does apply to—

• (a) an asset-holding company of a mandated iwi organisation referred to in subsection (5); and

• (b) any subsidiary of that asset-holding company.

(1) To the extent that the constitutional documents of a mandated iwi organisation, asset-holding company, or subsidiary of an asset-holding company relate to matters provided for by or under this Act, a proposal to change those documents—

• (a) must not be inconsistent with this Act; and

• (b) unless the change is required as a consequence of a rule made or amended under section 25,—

  • (i) must not be made earlier than 2 years after the date on which the mandated iwi organisation is recognised by Te Ohu Kai Moana Trustee Limited under section 13(1); and

  • (ii) may only be promoted if the iwi resolves at a general meeting of the mandated iwi organisation that the change is for the collective benefit of all members of the iwi.

(2) Section 17(2) and (3) applies, with the necessary modifications, to changes proposed under this section for constitutional documents or required as a consequence of rules made or amended in accordance with section 25.

In sections 18A to 18G,—

(1) An organisation may be recognised as the mandated iwi organisation (new organisation) of an iwi in place of the existing mandated iwi organisation (existing organisation) if the requirements of this section, and section 18C (if applicable), are met.

(2) The new organisation must—

• (a) meet the criteria in section 14, and have 1 or more asset-holding companies (as required by section 12(1)(d)); or

• (b) have met the criteria in section 15 before the commencement of this Act.

(3) The 1 or more asset-holding companies of the new organisation that are to receive the transfer of the specified settlement assets under section 18E(3) must comply with section 17(1).

(4) The existing organisation must—

• (a) notify the proposal to have the new organisation recognised to the adult members of the iwi in accordance with subclause (4) of kaupapa 4 of Schedule 7; and

• (b) obtain approval for the proposal from not less than 75% of the adult members of the iwi who vote—

  • (i) at a general meeting of the existing organisation called for the purpose; or

  • (ii) by postal ballot.

(5) A notice given under subsection (4)(a) must—

• (a) specify the name of the new organisation; and

• (b) state that, if the proposal is approved and Te Ohu Kai Moana Trustee Limited is satisfied that the requirements for recognition are met and authorises the transfer of the relevant settlement assets, the following things may happen:

  • (i) the new organisation is recognised as the mandated iwi organisation for the iwi in place of the existing organisation; and

  • (ii) the settlement quota and income shares received under this Act and held by an asset-holding company of the existing organisation are transferred to an asset-holding company of the new organisation.

(1) This section applies if the new organisation seeks recognition by meeting the criteria in section 14.

(2) The existing organisation is responsible for ensuring that the constitutional documents of the new organisation comply with section 17 (as required by section 14(b)).

(3) The existing organisation must first have the constitutional documents approved by Te Ohu Kai Moana Trustee Limited for the purposes of section 17(2)(a)(i).

(4) The existing organisation must then have the constitutional documents ratified for the purposes of section 17(2)(b)(i).

(5) The constitutional documents must be ratified at the same general meeting, or by the same postal ballot, that approves the proposal to have the new organisation recognised.

(6) Notice of the proposed ratification must be given together with notice of the proposal to have the new organisation recognised, in accordance with subclause (4) of kaupapa 4 of Schedule 7 (and despite section 17(3)).

(1) As soon as is reasonably practicable after Te Ohu Kai Moana Trustee Limited is satisfied that the requirements of section 18B, and section 18C (if applicable), are met, it must give written notice of that fact to the existing organisation.

(2) The existing organisation may, after receiving the written notice, give Te Ohu Kai Moana Trustee Limited at least 3 months' written notice of the date on which the specified settlement assets are proposed to be transferred under section 18E(3) (the proposed transfer date).

(3) The proposed transfer date must be no later than 15 months after the date upon which the proposal to have the new organisation recognised was approved under section 18B(4).

(1) This section applies only if—

• (a) the existing organisation has given notice of a proposed transfer date under section 18D(2); and

• (b) before the proposed transfer date, Te Ohu Kai Moana Trustee Limited—

  • (i) has authorised (for the purposes of section 158(1)(a)) the transfer of the specified settlement quota to 1 or more asset-holding companies of the new organisation; and

  • (ii) has authorised the transfer of the specified income shares to 1 or more asset-holding companies of the new organisation.

(2) Te Ohu Kai Moana Trustee Limited must, on the proposed transfer date,—

• (a) do the following things under section 13(1):

  • (i) recognise the new organisation as the mandated iwi organisation for the iwi in place of the existing organisation; and

  • (ii) record its recognition of the new organisation in the iwi register; and

• (b) remove its recognition of the existing organisation from the iwi register.

(3) The existing organisation must ensure that all the specified settlement assets are transferred to the 1 or more asset-holding companies of the new organisation on the proposed transfer date in accordance with the authorisations referred to in subsection (1)(b).

(4) Te Ohu Kai Moana Trustee Limited must contribute its part of the joint application required by section 158(2) to transfer the specified settlement quota.

(5) The new organisation must, as soon as is reasonably practicable after the specified income shares have been transferred, give written notice of the transfer to Aotearoa Fisheries Limited.

(1) From the time that a new organisation is recognised in place of an existing organisation under section 18E(2),—

• (a) the new organisation is the mandated iwi organisation of the relevant iwi for the purposes of this Act; and

• (b) any registered coastline entitlement held by the existing organisation is to be treated as a registered coastline entitlement held by the new organisation; and

• (c) any coastline claim, agreement, or written statement of the existing organisation under Part 1 of Schedule 6 is to be treated as a coastline claim, agreement, or written statement of the new organisation.

(2) However, to avoid doubt, section 136(1)(b) does not require the specified settlement quota to be transferred to the new organisation under that provision.

(3) Subpart 2 of Part 4 does not apply to, and section 136(1)(a) does not prevent, the transfer of the specified settlement quota under section 18E(3).

(4) Sections 69 to 73 do not apply to the transfer of the specified income shares under section 18E(3).

(1) This section applies if all the specified settlement assets are not transferred on the proposed transfer date as required by section 18E(3).

(2) The Court may make orders as it thinks fit, including—

• (a) an order to cancel a transaction or contract for the transfer of any specified settlement assets:

• (b) an order to vest any specified settlement assets in an asset-holding company of the existing organisation or of the new organisation:

• (c) an order to vest any consideration for the transaction or contract in the new organisation:

• (d) an order directing Te Ohu Kai Moana Trustee Limited—

  • (i) to recognise the new organisation as the mandated iwi organisation for the iwi in place of the existing organisation in accordance with section 18E(2)(a) and (b); or

  • (ii) to reverse any such recognition so that the existing organisation is reinstated as the mandated iwi organisation for the iwi:

• (e) any other order, if the new organisation has on-sold, or has granted any interest in or security over, any specified settlement assets:

• (f) an order that the costs of the applicant be met by the parties to the transaction or contract.

(3) Orders made under subsection (2) may be made—

• (a) on the application of—

  • (i) a party; or

  • (ii) an adult member of an iwi whose mandated iwi organisation is a party; or

  • (iii) a mandated iwi organisation; or

  • (iv) Te Ohu Kai Moana Trustee Limited; and

• (b) on the terms and conditions that the Court thinks fit, so long as the result is the following:

  • (i) all specified settlement assets are vested in an asset-holding company of either the existing organisation or the new organisation; and

  • (ii) that organisation is recognised as the mandated iwi organisation for the iwi.

(4) If Te Ohu Kai Moana Trustee Limited reverses recognition of the new organisation in accordance with an order of the Court,—

• (a) the recognition of the existing organisation is to be treated as having continued as if the new organisation had never been recognised; and

• (b) the effects under section 18F(1) of recognising the new organisation are to be treated as if they had never occurred.

In this Act,—

(1) In addition to the matters required for the constitutional documents of a mandated iwi organisation under section 17, the constitutional documents of a joint mandated iwi organisation must provide,—

• (a) in the cases of the iwi of Hauraki and the iwi of Te Arawa, for any iwi to withdraw, if it so chooses, from the relevant joint mandated iwi organisation; and

• (b) in the case of Ngapuhi, for Ngati Hine, if it so chooses, to withdraw from the joint mandated iwi organisation of Ngapuhi; and

• (c) in the case of Ngati Kahungunu, for Rongomaiwahine, if it so chooses, to withdraw from the joint mandated iwi organisation of Ngati Kahungunu.

(2) The constitutional documents of each joint mandated iwi organisation must also provide—

• (a) the process that a withdrawing group must undertake in order to withdraw, including giving notice of its intention to withdraw to—

  • (i) Te Ohu Kai Moana Trustee Limited; and

  • (ii) the relevant joint mandated iwi organisation; and

• (b) the process for determining, consistently with the provisions of Part 3, the matters set out in subsection (3); and

• (c) the criteria that must be met by the withdrawing group in order to complete the process of withdrawal, including having a mandated iwi organisation recognised by Te Ohu Kai Moana Trustee Limited in accordance with section 13(1).

(3) The matters that must be determined by the process provided for under subsection (2)(b) are—

• (a) the amount of the notional iwi population specified in column 2 of Schedule 3 for an iwi that must, in each case, be attributed to any withdrawing group; and

• (b) the division of settlement assets that must be made between the joint mandated iwi organisation and a withdrawing group, including the proportion that the withdrawing group is entitled to receive of—

  • (i) the settlement assets of the joint mandated iwi organisation, on the date when the withdrawal is complete; and

  • (ii) other settlement assets that the joint mandated iwi organisation receives—

    • (A) under sections 36(1)(f)(ii), 43, 84(1)(g), and 96(1)(g); and

    • (B) as a consequence of the allocation and transfer of settlement assets under subparts 1 and 2 of Part 3, including quota shares in respect of new species introduced into the quota management system and transferred to Te Ohu Kai Moana Trustee Limited under section 44 of the Fisheries Act 1996.

(4) In determining the amount of the notional iwi population to be attributed to a withdrawing group under subsection (3)(a) and the proportion of the settlement assets that a withdrawing group must receive under subsection (3)(b), a joint mandated iwi organisation and a withdrawing group may use any relevant information, including the relevant data from the census of 2001 or 2006 (but no other census data).

(5) If a withdrawing group chooses to withdraw from its joint mandated iwi organisation, it must commence the process of withdrawal, in accordance with the process provided for under subsection (2)(a), not later than 5 years after the recognition of the relevant joint mandated iwi organisation under section 13(1).

(1) Despite section 13(2), if a withdrawing group notifies in accordance with section 20(2)(a) its intention to withdraw from a joint mandated iwi organisation, Te Ohu Kai Moana Trustee Limited must recognise under section 13(1) a mandated iwi organisation for the withdrawing group if the withdrawing group has set up an organisation that meets—

• (a) the criteria of section 14 (other than section 14(d)(ii)); and

• (b) the following further criteria:

  • (i) it has on its register of iwi members no fewer than the minimum number of persons specified in column 4 of Schedule 3, in the proportion that the amount attributed to the withdrawing group under section 20(3)(a) represents of the notional iwi population specified in column 2 of Schedule 3, calculated in accordance with the formula—

    	a		× c
    	b

    where—

    a

    is the amount attributed to the withdrawing group under section 20(3)(a)

    b

    is the total notional population for the iwi set out in column 2 of Schedule 3

    c

    is the minimum number of members specified in column 4 of Schedule 3; and

  • (ii) it has an asset-holding company, as required by section 12(1)(d).

(2) Despite subsection (1), if a group has withdrawn from a joint mandated iwi organisation as provided for under section 20, settlement assets must be distributed under section 36(1)(f)(ii), allocated and transferred under section 43 or Part 3, or payments must be made under section 84(1)(g) or section 96(1)(g), as the case may be, to the relevant joint mandated iwi organisation as if no group had withdrawn from that joint mandated iwi organisation.

(1) A joint mandated iwi organisation must not transfer to a withdrawing group the assets referred to in section 20(3)(b) until the withdrawing group has completed the process of withdrawal in accordance with the criteria provided for under section 20(2)(c).

(2) A transfer of assets referred to in subsection (1) must be—

• (a) free of charge to the withdrawing group, other than reasonable administrative costs; and

• (b) treated as if it were between wholly-owned asset-holding companies of the joint mandated iwi organisation.

(1) The mandated iwi organisation of a withdrawing group, after it has completed the process of withdrawal provided for under section 20(2)(c),—

• (a) has all the voting rights of a mandated iwi organisation under this Act; and

• (b) may exercise those rights from the date when it has completed the process of withdrawal.

(2) However, only the joint mandated iwi organisation may exercise voting rights in respect of an appointment or removal at a meeting convened under—

• (a) clause 1 or clause 6 of Schedule 8 to appoint or remove a member or alternate member of Te Kawai Taumata; or

• (b) clause 1 of Schedule 8 to appoint a member of a committee of representatives, as provided for by section 117(1).

(3) For the purposes of sections 115(2), 127(3), 137(2)(b), and 138(3)(b),—

• (a) the notional iwi population represented by the mandated iwi organisation of any withdrawing group is the amount attributed to the withdrawing group under section 20(3)(a), and

• (b) the notional iwi population represented by the joint mandated iwi organisation is the number stated in column 2 of Schedule 3, after subtracting the amount attributed, under section 20(3)(a), to the withdrawing group.

(1) If Ngati Hine withdraws from the joint mandated iwi organisation of Ngapuhi in accordance with the constitutional documents of Ngapuhi, Ngati Hine becomes, upon completion of its withdrawal, an iwi for the purposes of this Act as if it were listed in Group B—NGAPUHI of Schedule 3.

(2) If Rongomaiwahine withdraws from the joint mandated iwi organisation of Ngati Kahungunu in accordance with the constitutional documents of Ngati Kahungunu, Rongomaiwahine becomes, upon completion of its withdrawal, an iwi for the purposes of this Act as if it were listed in Group G—TAKITIMU of Schedule 3.

(3) Subsections (1) and (2) do not override section 21(2).

For the purpose of recognising and continuing to recognise mandated iwi organisations under section 13(1), Te Ohu Kai Moana Trustee Limited may make or amend rules in accordance with section 54 in respect of the criteria or requirements that apply to mandated iwi organisations and their constitutional documents.

(1) The constitutional documents of a mandated iwi organisation may permit the organisation to benefit—

• (a) Maori who are not members of the iwi:

• (b) the community generally.

(2) If the constitutional documents of a mandated iwi organisation make provision as contemplated by subsection (1), that does not disqualify the organisation from being recognised as a mandated iwi organisation or affect the validity of its constitutional documents, to the extent that they relate to matters provided for by or under this Act.

(1) This section and section 28 apply to the organisations listed in Schedule 4, each of which is a recognised iwi organisation for the matters listed in subsection (3), but only until there is a mandated iwi organisation for the iwi.

(2) In addition to the recognised iwi organisations listed in Schedule 4, Te Ohu Kai Moana Trustee Limited may recognise other organisations as recognised iwi organisations for the matters listed in subsection (3), so long as there is only 1 recognised iwi organisation for an iwi.

(3) A recognised iwi organisation has the functions and powers of a mandated iwi organisation, including the right—

• (a) to receive all documents, reports, and notices that must be provided to mandated iwi organisations under Part 2; and

• (b) to participate in the process for offering annual catch entitlement provided for in section 152; and

• (c) to participate in the process for resolving a dispute referred to in section 180(1)(b), (d), (e), (g), (h), (i), (k), or (l); and

• (d) to represent the iwi in consultation, negotiation, and proceedings relating to a matter listed in this subsection; and

• (e) to represent its iwi by voting at any meeting convened under clause 1 or clause 6 of Schedule 8 to appoint or remove a member or alternate member of Te Kawai Taumata.

(4) However, a recognised iwi organisation does not have the right—

• (a) to receive settlement quota; or

• (b) to receive money under section 149 or section 150; or

• (c) to purchase settlement quota; or

• (d) to receive or purchase income shares, or to receive dividends relating to income shares; or

• (e) to enter into binding agreements with other iwi over coastline claims; or

• (f) to submit coastline claims to Te Ohu Kai Moana Trustee Limited for determination under section 11; or

• (g) to enter into agreements for freshwater quota or harbour quota; or

• (h) to nominate an entity with charitable status to receive distributions on the termination of—

  • (i) Te Ohu Kai Moana, as provided for under section 36(1)(f)(ii):

  • (ii) Te Putea Whakatupu Trust, as provided for under section 84(1)(g):

  • (iii) Te Wai Maori Trust, as provided for under section 96(1)(g).

(1) Te Ohu Kai Moana Trustee Limited, mandated iwi organisations, and recognised iwi organisations must recognise and deal with a recognised iwi organisation as if it were a mandated iwi organisation, including for the matters listed in section 27(3), until there is a mandated iwi organisation for the iwi.

(2) Despite the constitutional documents of a recognised iwi organisation, Te Ohu Kai Moana Trustee Limited may, if it considers in the circumstances that it is reasonably necessary, require the directors, trustees, or office holders of a recognised iwi organisation to demonstrate that, in relation to their functions under this Act, they have the confidence of the majority of the adult members of the iwi who vote at a properly constituted general meeting to act on their behalf.

(1) The organisations specified in Schedule 5 are representative Maori organisations under this Act.

(2) A representative Maori organisation is entitled to participate in the procedures—

• (a) to appoint or remove a member or alternate member of Te Kawai Taumata, as provided for in Schedule 8; and

• (b) to appoint a member of any committee of representatives established under section 116.

(1) The Treaty of Waitangi Fisheries Commission must, before the appointed day, establish by trust deed a trust called Te Ohu Kai Moana.

(2) Neither the rule against perpetuities nor any relevant provisions of the Perpetuities Act 1964—

• (a) prescribe or restrict the period during which Te Ohu Kai Moana may exist in law; or

• (b) apply to a document entered into to give effect to the Deed of Settlement (including the trust deed required to be entered into under subsection (1)) if the application of that rule or the provisions of that Act would otherwise make the document, or a right or obligation conferred by that document, invalid or ineffective.

The purpose of Te Ohu Kai Moana is to advance the interests of iwi individually and collectively, primarily in the development of fisheries, fishing, and fisheries-related activities, in order to—

• (a) ultimately benefit the members of iwi and Maori generally; and

• (b) further the agreements made in the Deed of Settlement; and

• (c) assist the Crown to discharge its obligations under the Deed of Settlement and the Treaty of Waitangi; and

• (d) contribute to the achievement of an enduring settlement of the claims and grievances referred to in the Deed of Settlement.

(1) Te Ohu Kai Moana must have only 1 trustee.

(2) The trustee of Te Ohu Kai Moana must be a company formed under the Companies Act 1993 with the name Te Ohu Kai Moana Trustee Limited.

Te Ohu Kai Moana Trustee Limited must administer the settlement assets in accordance with the purposes of this Act and the purpose of Te Ohu Kai Moana, including performing the following duties:

• (a) as required by sections 7 and 196, to determine the appropriate classification of quota shares; and

• (b) as required by section 157, to apply to register settlement quota interests against—

  • (i) the quota shares listed in Schedule 1; and

  • (ii) any quota shares allocated under section 44 of the Fisheries Act 1996; and

• (c) to allocate and transfer the settlement assets; and

• (d) to manage on a transitional basis, collectively or separately as Te Ohu Kai Moana Trustee Limited considers appropriate, the settlement assets to be allocated to an iwi, until they are transferred to the mandated iwi organisation of the iwi; and

• (e) to determine the coastline entitlements of iwi under section 11 and Schedule 6; and

• (f) to maintain the iwi register required by section 40 and to record the matters relating to mandated iwi organisations required by or under this Act; and

• (g) if Te Ohu Kai Moana Trustee Limited is satisfied that each commercial fisher is wholly owned by 1 or more mandated iwi organisations, to advise the chief executive of the Ministry of Fisheries as to those commercial fishers who are approved entities for the purposes of section 74(2A) of the Fisheries Act 1996; and

• (h) to make extracts of the iwi register available, on request, to mandated iwi organisations or members of iwi, in accordance with any policy prepared under section 53; and

• (i) to assist recognised iwi organisations to establish a register of iwi members that includes the contact details and date of birth for every person included in that register; and

• (j) to assist iwi to meet the requirements of sections 14, 17, and 130(3); and

• (k) where the lack of a mandated iwi organisation for an iwi prevents the mandated iwi organisation of another iwi from making its coastline claims under clause 3 of Schedule 6, Te Ohu Kai Moana Trustee Limited must give priority to assisting the iwi that does not have a mandated iwi organisation, as provided for in paragraph (j); and

• (l) to the extent that they relate to matters provided for by or under this Act, to approve constitutional documents under section 17 and any changes made under section 18 or required under section 25; and

• (m) to appoint the directors of Aotearoa Fisheries Limited; and

• (n) to establish Te Putea Whakatupu Trust, appoint the directors of Te Putea Whakatupu Trustee Limited, and make the payments required by section 90(1) and (3); and

• (o) to establish Te Wai Maori Trust, appoint the directors of Te Wai Maori Trustee Limited, and make the payments required by section 103(1), (3), and (4); and

• (p) to consider and, if satisfied, approve the annual plans of Te Putea Whakatupu Trustee Limited and Te Wai Maori Trustee Limited; and

• (q) to prepare the final financial statements of the Treaty of Waitangi Fisheries Commission, as provided for in section 197; and

• (r) to perform any other duties prescribed by or under this Act or any other enactment.

(1) As a means to further the purpose of Te Ohu Kai Moana, Te Ohu Kai Moana Trustee Limited may—

• (a) foster, promote, commission, or fund research into the sustainable management of fisheries:

• (b) in relation to fisheries, fishing, and fisheries-related activities, act to protect and enhance the interests of iwi and Maori in those activities:

• (c) in relation to other activities, so long as the nature of the business activities of Te Ohu Kai Moana Group, taken as a whole, is not significantly changed from the primary focus on fisheries, fishing, or fisheries-related activities,—

  • (i) approve other activities, including, but not limited to, activities related to the seafood industry:

  • (ii) give prior approvals to specified entities of Te Ohu Kai Moana Group to conduct other activities up to thresholds specified by Te Ohu Kai Moana Trustee Limited:

• (d) require mandated iwi organisations to demonstrate their progress in meeting the criteria and requirements set out in section 14, 17, or section 130(3)(b), as the case may be, before granting assistance under section 34(i) or (j):

• (e) in accordance with the provisions of Part 4, acquire or dispose of income shares, settlement quota, and quota other than settlement quota, and sell annual catch entitlement generated by settlement quota or by quota other than settlement quota:

• (f) perform the functions of the voting shareholder of Aotearoa Fisheries Limited:

• (g) apply the funds of the trust by way of payments to—

  • (i) mandated iwi organisations:

  • (ii) Te Putea Whakatupu Trustee Limited and Te Wai Maori Trustee Limited as specified in sections 90(5) and 103(6) respectively:

• (h) grant assistance, as permitted by or under this Act, to—

  • (i) mandated iwi organisations:

  • (ii) individual Maori and groups of Maori:

• (i) maintain reserve funds to the extent that it considers prudent:

• (j) perform any other functions permitted by or under this Act or any other enactment.

(2) Te Ohu Kai Moana Trustee Limited must not undertake fishing or hold a fishing permit.

(3) This section and section 34 do not limit the activities (other than fishing or holding a fishing permit) that Te Ohu Kai Moana Trustee Limited may undertake to further the purpose of Te Ohu Kai Moana.

(1) The trust deed of Te Ohu Kai Moana must—

• (a) specify the purpose of Te Ohu Kai Moana as stated in section 32; and

• (b) require Te Ohu Kai Moana Trustee Limited to develop—

  • (i) an annual plan; and

  • (ii) a 5-year strategic plan that is updated annually; and

• (c) require Te Ohu Kai Moana Trustee Limited to circulate drafts of the plans referred to in paragraph (b) for comment, prior to their adoption by Te Ohu Kai Moana Trustee Limited, to—

  • (i) mandated iwi organisations; and

  • (ii) representative Maori organisations; and

• (d) provide for the manner in which the trust deed may be varied and any restrictions on its variation; and

• (e) provide for fees or remuneration for attendance at meetings, as the case may be, and reimbursing allowances or actual and reasonable expenses to be paid, in accordance with the provisions included in the annual plan of Te Ohu Kai Moana Trustee Limited under section 37(d) to (g), to—

  • (i) the directors of Te Ohu Kai Moana Trustee Limited; and

  • (ii) the directors of Te Putea Whakatupu Trustee Limited and Te Wai Maori Trustee Limited; and

  • (iii) the members and alternate members of Te Kawai Taumata; and

  • (iv) the members of a committee of representatives; and

• (f) provide for—

  • (i) the termination of Te Ohu Kai Moana; and

  • (ii) on termination of that Trust, the distribution of the assets of the Trust, including capital and accumulated income, in the percentages specified in column 3 of Schedule 3,—

    • (A) to each mandated iwi organisation that has charitable status; or

    • (B) in the case of a mandated iwi organisation that does not have charitable status, to an entity with charitable status nominated by the mandated iwi organisation to benefit the relevant iwi and its members; or

    • (C) if no mandated iwi organisation exists or no nomination is made under subsubparagraph (B), to an entity with charitable status nominated by Te Ohu Kai Moana Trustee Limited to benefit the relevant iwi and its members.

(2) The trust deed may—

• (a) include any other matter that is not inconsistent with this Act; and

• (b) be amended, subject to—

  • (i) the purpose of Te Ohu Kai Moana; and

  • (ii) any restrictions specified by the trust deed on the way it may be varied; and

  • (iii) the provisions of this Act.

(3) A provision of the trust deed or an amendment to it has no effect to the extent that it is inconsistent with this Act.

The trust deed of Te Ohu Kai Moana must require Te Ohu Kai Moana Trustee Limited to include in its annual plan for the relevant year—

• (a) whether Te Ohu Kai Moana Trustee Limited will hold and account separately or collectively for—

  • (i) the net proceeds of sales referred to in section 152(4); and

  • (ii) income shares and dividends referred to in section 153(1); and

• (b) the matters referred to in section 152(5)(a) (which relates to the sale of annual catch entitlement) for the year to which the plan applies, unless those matters have been included in a panui; and

• (c) the budget for Te Ohu Kai Moana Trustee Limited; and

• (d) the budget to be paid by Te Ohu Kai Moana Trustee Limited for Te Kawai Taumata, as provided for under clause 19 of Schedule 8, including the daily rate for meetings payable to the members and alternate members of Te Kawai Taumata under clause 18 of Schedule 8; and

• (e) when relevant, the budget for—

  • (i) a review under section 114(2) and (3)(a); and

  • (ii) a committee of representatives, as provided for under section 115(1), including the daily rate for meetings payable to the members of a committee under section 120(4); and

• (f) the scale of fees (expressed in bands of $10,000) that applies for—

  • (i) the directors of Te Ohu Kai Moana Trustee Limited, to be paid by Te Ohu Kai Moana Trustee Limited; and

  • (ii) the directors of Te Putea Whakatupu Trustee Limited, to be paid by Te Putea Whakatupu Trustee Limited; and

  • (iii) the directors of Te Wai Maori Trustee Limited, to be paid by Te Wai Maori Trustee Limited; and

• (g) the policy that must apply to the payments referred to in paragraphs (d), (e), and (f) of reimbursing allowances to, or actual and reasonable expenses of, the directors, members, and alternate members, as the case may be.

(1) The trust deed of Te Ohu Kai Moana must set out the reporting obligations of Te Ohu Kai Moana Trustee Limited, as provided for in this section and section 39.

(2) In measuring its performance against the annual plan and strategic plan referred to in section 36(1)(b), Te Ohu Kai Moana Trustee Limited must report annually, not later than 5 months after the end of each financial year, to—

• (a) mandated iwi organisations and representative Maori organisations; and

• (b) the members and alternate members of Te Kawai Taumata.

(3) In each annual report required by subsection (2), Te Ohu Kai Moana Trustee Limited must—

• (a) describe any amendments made to the trust deed of Te Ohu Kai Moana; and

• (b) describe the key activities undertaken by—

  • (i) Te Ohu Kai Moana Trustee Limited; and

  • (ii) any subsidiary set up by Te Ohu Kai Moana Trustee Limited, including Aotearoa Fisheries Limited; and

  • (iii) Te Putea Whakatupu Trustee Limited and Te Wai Maori Trustee Limited; and

• (c) describe any special resolution passed or approval granted during that year in respect of the matters referred to in section 35(1)(c); and

• (d) separately describe each of the funds it has reserved under section 35(1)(i), the reason why each reserve fund is held, and any proposed applications of those reserves; and

• (e) separately describe each sale of income shares sold under section 71; and

• (f) describe how the revenue from annual catch entitlements sold in the previous year was used; and

• (g) describe separately or collectively, as provided for in the annual plan, the income shares and dividends held under section 153(1); and

• (h) describe separately, in relation to any loan referred to in section 75(4)(f),—

  • (i) the capital sum of the loans; and

  • (ii) the money received, in each case by way of capital repayments or interest; and

  • (iii) loans written off or discharged; and

• (i) list any appointments made by Te Ohu Kai Moana Trustee Limited to the board of directors of Aotearoa Fisheries Limited, Te Putea Whakatupu Trustee Limited; and Te Wai Maori Trustee Limited.

(4) The annual report must include—

• (a) the audited financial statements of Te Ohu Kai Moana and Te Ohu Kai Moana Trustee Limited; and

• (b) a statement of—

  • (i) the payments made under section 35(1)(g); and

  • (ii) the fees (expressed in bands of $10,000) and the reimbursing allowances or actual and reasonable expenses paid to each of the directors of Te Ohu Kai Moana Trustee Limited, Te Putea Whakatupu Trustee Limited, and Te Wai Maori Trustee Limited; and

  • (iii) the remuneration and reimbursing allowances or actual and reasonable expenses paid, collectively, to—

    • (A) the members and alternate members of Te Kawai Taumata; and

    • (B) the members of a committee of representatives.

(1) The trust deed must require Te Ohu Kai Moana Trustee Limited—

• (a) to hold a general meeting, not later than 8 months after the end of each financial year, to discuss and address issues arising from the annual report; and

• (b) to provide, in a timely manner, to mandated iwi organisations, representative Maori organisations, and the members and alternate members of Te Kawai Taumata—

  • (i) the minutes of every general meeting; and

  • (ii) the annual report required by section 38, together with information on where the report is publicly available; and

  • (iii) the annual and strategic plans referred to in section 36(1)(b).

(2) This section does not limit any reporting obligations arising under any other enactment or rule of law.

(1) The trust deed of Te Ohu Kai Moana must include an obligation on Te Ohu Kai Moana Trustee Limited to establish and maintain an iwi register.

(2) The purpose of the iwi register is to provide a record, in respect of each iwi, of the matters set out in subsection (3).

(3) Without limiting the scope of the iwi register, Te Ohu Kai Moana Trustee Limited must record in the iwi register—

• (a) its recognition of mandated iwi organisations; and

• (b) to the extent that the constitutional documents (and any amendments to them) relate to the matters provided for by or under this Act,—

  • (i) its approval of the documents of mandated iwi organisations; and

  • (ii) the approval by mandated iwi organisations of the documents of their asset-holding companies and of any subsidiaries of those asset-holding companies; and

• (c) changes to the criteria or requirements that apply to mandated iwi organisations and their constitutional documents made in accordance with section 18; and

• (d) its determinations on coastline entitlements or interim coastline entitlements made under clause 10A or 11 of Schedule 6; and

• (e) the allocation of settlement assets to each iwi; and

• (f) the transfer of those settlement assets to the mandated iwi organisation of the iwi or to an asset-holding company of the mandated iwi organisation, as appropriate; and

• (g) any transfer of settlement quota made in accordance with Part 4 that results from a sale or exchange.

(1) In this section and sections 42 and 43,—

(2) The trust deed of Te Ohu Kai Moana must include an obligation on Te Ohu Kai Moana Trustee Limited to commence and complete, during the 12th year after the commencement of this Act, a review of the revenue requirements of Te Ohu Kai Moana Trustee Limited.

(3) Te Ohu Kai Moana Trustee Limited must include, in the next annual report after the completion of the revenue review, a report on the findings and conclusions of the review.

(1) The revenue review conducted under section 41 must consider and report on the following matters:

• (a) the activities that Te Ohu Kai Moana Trustee Limited must undertake in carrying out its duties and functions under this Act; and

• (b) the revenue that is necessary to enable Te Ohu Kai Moana Trustee Limited to carry out the activities identified under paragraph (a); and

• (c) whether, in order to meet the revenue requirements identified under paragraph (b), it is necessary for Te Ohu Kai Moana Trustee Limited to continue to hold and receive any of the funds relating to the loans referred to in section 75(4)(f), as follows:

  • (i) the capital funds of the loans:

  • (ii) the income from the capital funds:

  • (iii) the accumulated income from the loans.

(2) If Te Ohu Kai Moana Trustee Limited determines under subsection (1)(c) that it is necessary that it continue to hold and receive some or all of the loan funds, it must—

• (a) state the period of time for which it will continue to do so; and

• (b) complete a further revenue review before the expiry of the period of time provided for under paragraph (a).

(3) In conducting the revenue review, Te Ohu Kai Moana Trustee Limited must—

• (a) consult with mandated iwi organisations and representative Maori organisations; and

• (b) take their views into account.

If Te Ohu Kai Moana Trustee Limited determines, in the revenue review conducted under section 41, that some or all of the loan funds are not necessary to meet its revenue requirements identified under section 42(1)(b), Te Ohu Kai Moana Trustee Limited must allocate and transfer the surplus loan funds to mandated iwi organisations in the percentage specified for each iwi in column 3 of Schedule 3.

(1) Te Ohu Kai Moana Trustee Limited must have—

• (a) only 1 share that—

  • (i) has no distribution rights; and

  • (ii) is held jointly by the members of the board of Te Ohu Kai Moana Trustee Limited; and

• (b) a constitution that is consistent with this Act.

(2) The constitution must provide—

• (a) that the role of Te Ohu Kai Moana Trustee Limited is restricted to acting as the trustee of Te Ohu Kai Moana; and

• (b) that Te Ohu Kai Moana Trustee Limited must have a board that consists of at least 6, and not more than 7, directors; and

• (c) that an extraordinary vacancy of a director does not create a breach of the constitution, so long as—

  • (i) there is an alternate for that director; and

  • (ii) a new director is appointed within 6 months of the vacancy arising; and

• (d) that, in accordance with sections 46 to 49, Te Kawai Taumata—

  • (i) must appoint the directors (except the first directors) of Te Ohu Kai Moana Trustee Limited; and

  • (ii) may remove any director; and

• (e) that each of the directors of Te Ohu Kai Moana Trustee Limited must be a Maori; and

• (f) that, having regard to the purpose of Te Ohu Kai Moana, the directors of Te Ohu Kai Moana Trustee Limited collectively must have commercial expertise and business skills, and be well versed in matters of tikanga Maori; and

• (g) a procedure for the appointment of an alternate for a director to attend and vote at meetings on behalf of that director; and

• (h) a method by which the board of Te Ohu Kai Moana Trustee Limited must address conflicts of interest for its directors; and

• (i) that no director of Te Ohu Kai Moana Trustee Limited may undertake any contract for services for Te Ohu Kai Moana Group; and

• (j) the restrictions that apply to the chairperson and deputy chairperson of Te Ohu Kai Moana Trustee Limited in relation to any other appointment under this Act; and

• (k) the criteria that must be taken into account when an alternate director is appointed and any restrictions on eligibility that apply to the appointment of an alternate; and

• (l) a procedure for amending the constitution of Te Ohu Kai Moana Trustee Limited; and

• (m) that Te Ohu Kai Moana Trustee Limited must convene at least 1 general meeting each financial year; and

• (n) that Te Ohu Kai Moana Trustee Limited must give public notice of not less than 20 working days that a general meeting is to be held and the agenda for that meeting, with separate written notice to—

  • (i) each mandated iwi organisation and representative Maori organisation; and

  • (ii) each member and alternate member of Te Kawai Taumata; and

• (o) that Te Ohu Kai Moana Trustee Limited must put any written motion to a non-binding vote at a general meeting, provided the motion is supported by not less than 20% of the total number of mandated iwi organisations; and

• (p) that Te Ohu Kai Moana Trustee Limited may be put into voluntary liquidation only if Te Ohu Kai Moana is terminated; and

• (q) a process for putting Te Ohu Kai Moana Trustee Limited into voluntary liquidation.

(3) The constitution must provide for a specific power of sale of income shares or settlement quota or both and may provide for a general power of sale of income shares or settlement quota or both, including in each case any terms and conditions as to the exercise of the power.

(4) A provision of the constitution of Te Ohu Kai Moana Trustee Limited is of no effect to the extent that it is inconsistent with this Act.

(5) Te Ohu Kai Moana Trustee Limited has full powers to act in its role as the trustee of Te Ohu Kai Moana.

(1) The Minister of Maori Affairs must appoint the first directors of Te Ohu Kai Moana Trustee Limited.

(2) The directors appointed under subsection (1) must not exercise any powers or functions as directors or take any other action before the appointed day.

(3) Each director appointed by the Minister under subsection (1) must, immediately before the appointed day, be a member of the Treaty of Waitangi Fisheries Commission.

(4) Despite section 47(1), 3 of the directors appointed under subsection (1) must be appointed for a term not exceeding 2 years, as specified by the Minister.

(5) Before appointing the first directors, the Minister may consult any person he or she considers appropriate.

(1) Te Kawai Taumata must, in accordance with this Act and the constitution of Te Ohu Kai Moana Trustee Limited, appoint to the board of Te Ohu Kai Moana Trustee Limited—

• (a) 3 directors to replace the directors whose terms expire under section 45(4); and

• (b) all other directors.

(2) If at any time Te Kawai Taumata cannot make all the appointments necessary to fill the board of Te Ohu Kai Moana Trustee Limited, the members of Te Kawai Taumata (or their alternates) must nominate which of the directors will not be replaced for the time being.

(1) A director is appointed under section 45(1) or section 46(1) for a term not exceeding 4 years.

(2) However, a director—

• (a) who has held office for 2 consecutive full terms (disregarding any appointment to fill a vacancy arising during the term of another director) is not eligible to be reappointed as a director within 2 years after ceasing to hold office; and

• (b) whose term of office expires, continues in office until his or her successor is appointed in accordance with this Act and the constitution of Te Ohu Kai Moana Trustee Limited.

(1) A person who is, or who has been within the previous 2 years, a member or alternate member of Te Kawai Taumata is not eligible for appointment as a director or alternate director of Te Ohu Kai Moana Trustee Limited or of a subsidiary of Te Ohu Kai Moana Trustee Limited.

(2) If a director of Te Ohu Kai Moana Trustee Limited or of a subsidiary of Te Ohu Kai Moana Trustee Limited becomes a member or alternate member of Te Kawai Taumata, he or she must, within 5 working days, resign as a director or alternate director of Te Ohu Kai Moana Trustee Limited or of the subsidiary, as the case may be.

(1) A director appointed under section 45(1) may be removed from office by the Minister of Maori Affairs, without compensation, for disability affecting the performance of duty, neglect of duty, or misconduct, proved to the satisfaction of the Minister.

(2) A director appointed under section 46(1) may be removed from office, without compensation, at any time by Te Kawai Taumata in accordance with the constitution of Te Ohu Kai Moana Trustee Limited and Schedule 8.

The functions and powers of Te Ohu Kai Moana Trustee Limited are not affected by a vacancy in the membership of the board.

(1) Te Ohu Kai Moana Trustee Limited must preserve, for not less than 12 years from the date when the document comes into existence, every document relevant to the iwi register, in respect of—

• (a) iwi constitutional documents; and

• (b) documents submitted in making a coastline claim under section 11; and

• (c) records of the process by which coastline entitlements are determined by Te Ohu Kai Moana Trustee Limited; and

• (d) other documents that Te Ohu Kai Moana Trustee Limited considers relevant to the matters set out in section 40(3).

(2) Te Ohu Kai Moana Trustee Limited may create summaries of the records listed in subsection (1) for the purpose of section 52.

(1) The iwi register must be available for access upon request by—

• (a) a mandated iwi organisation:

• (b) a member of an iwi:

• (c) the members and alternate members of Te Kawai Taumata.

(2) However, access to the iwi register may be restricted under a policy of Te Ohu Kai Moana Trustee Limited prepared under section 53.

(1) Te Ohu Kai Moana Trustee Limited may prepare a policy on the iwi register that includes—

• (a) rules on access to—

  • (i) information on the register:

  • (ii) documents that are relevant to, and included with, information on the register:

• (b) criteria that apply to—

  • (i) protect the confidentiality of information in the iwi register:

  • (ii) restrict access to the register:

• (c) the circumstances when only a summary of information on the iwi register will be accessible, and those when the full documentation will be accessible:

• (d) when and where the iwi register may be accessed:

• (e) fees and charges that apply for supplying information requested from the iwi register.

(2) In preparing a policy on the iwi register, Te Ohu Kai Moana Trustee Limited must comply with the procedures set out in section 54.

(1) Te Ohu Kai Moana Trustee Limited may make or amend rules—

• (a) that change the procedures applying to the sale or exchange of settlement quota under Part 4:

• (b) that affect the criteria or other requirements applying to the constitutional documents of mandated iwi organisations in accordance with section 25:

• (c) that restrict access to the iwi register under section 52.

(2) Te Ohu Kai Moana Trustee Limited must give notice in the Gazette of rules made or amended under subsection (1).

(3) Before notifying a rule or an amendment under subsection (2), Te Ohu Kai Moana Trustee Limited must, in respect of the proposed rule or amendment,—

• (a) identify the mandated iwi organisations that will be affected by the proposal; and

• (b) inform them of the proposal; and

• (c) if Te Ohu Kai Moana Trustee Limited will be a party affected by the proposal, inform the affected mandated iwi organisations of that fact; and

• (d) allow not less than 20 working days for affected mandated iwi organisations to make written submissions to Te Ohu Kai Moana Trustee Limited on the proposal; and

• (e) take into account submissions made by mandated iwi organisations under paragraph (d); and

• (f) notify the affected mandated iwi organisations of significant issues raised by the submissions and how those issues were taken into account.

(4) Rules must not be inconsistent with this Act or any other enactment or rule of law.

(1) The chairperson of the board of Te Ohu Kai Moana Trustee Limited must by written notice request those with responsibility under clause 1 of Schedule 8 to commence the process to appoint the members and alternate members of Te Kawai Taumata.

(2) The duty under subsection (1) must be completed not later than 6 months before the term of office expires under section 45(4) for 3 directors of Te Ohu Kai Moana Trustee Limited.

(3) Schedule 8 applies to the members and alternate members of Te Kawai Taumata.

(1) The sole function of the members and alternate members of Te Kawai Taumata is to appoint and remove directors of Te Ohu Kai Moana Trustee Limited in accordance with—

• (a) the requirements of this Act; and

• (b) the constitution of Te Ohu Kai Moana Trustee Limited.

(2) In carrying out their function under subsection (1), the members and alternate members of Te Kawai Taumata,—

• (a) are not subject to directions from the board of Te Ohu Kai Moana Trustee Limited or any of its directors; and

• (b) may collectively seek advice from any source they consider appropriate; and

• (c) must act in a manner that is consistent with achieving the purpose of Te Ohu Kai Moana; and

• (d) must receive audit reports under section 113 and review reports under section 125, and may comment on the review reports as provided for by section 127(1), to the extent that the review reports are concerned with the role, activities, or performance of Te Kawai Taumata.

(1) Te Kawai Taumata must have not more than 11 members, and not fewer than 6, together with an alternate member for each member.

(2) One member of Te Kawai Taumata, and an alternate for that member, may be appointed, in accordance with clauses 1 to 3 of Schedule 8, by—

• (a) each of the groups of iwi set out in column 1 of Schedule 3; and

• (b) the group of representative Maori organisations listed in Schedule 5.

(3) All members of Te Kawai Taumata and their alternates must be Maori.

(1) An alternate member may act in place of the member, but only if the member is unable by illness, absence, or other reason to act as a member.

(2) The death, resignation, or removal from office of a member does not cause the removal from office of that member’s alternate member, until the new member and his or her alternate member are appointed, which must not be later than 6 months after the death, resignation, or removal from office of the member.

(1) Any Maori is eligible for appointment as a member or alternate member of Te Kawai Taumata if,—

• (a) in the case of a person appointed by mandated iwi organisations, a majority of the mandated iwi organisations in the group have voted for that person; or

• (b) in the case of a person appointed by the representative Maori organisations, a majority of those organisations have voted for that person; or

• (c) in the case of the person appointed by Ngapuhi, a majority of the directors, trustees, or office holders of the Ngapuhi mandated iwi organisation have voted for that person.

(2) A person is not eligible to be a member or alternate member of Te Kawai Taumata at the same time as he or she is a director of—

• (a) Te Ohu Kai Moana Trustee Limited; or

• (b) Aotearoa Fisheries Limited or any other subsidiary of Te Ohu Kai Moana Trustee Limited; or

• (c) a subcompany; or

• (d) Te Putea Whakatupu Trustee Limited; or

• (e) Te Wai Maori Trustee Limited.

(3) If subsection (2) is breached, the member or alternate member of Te Kawai Taumata must, within 5 working days, resign as a director of any company listed in that subsection.

(1) Before the appointed day, unless it has done so before the commencement of this Act, the Treaty of Waitangi Fisheries Commission must form a company under the Companies Act 1993 with the name Aotearoa Fisheries Limited.

(2) Aotearoa Fisheries Limited must have—

• (a) voting shares that have—

  • (i) all the rights to vote under the Companies Act 1993, except those under section 196 of that Act, subject to the decisions taken by income shareholders using their rights under the constitution of Aotearoa Fisheries Limited; but

  • (ii) no rights to distributions from Aotearoa Fisheries Limited; and

• (b) income shares that have—

  • (i) equal distribution rights; and

  • (ii) sole rights to vote under section 196 of the Companies Act 1993.

(3) To avoid doubt, Aotearoa Fisheries Limited is not the company of the same name referred to in section 12 of the Maori Fisheries Act 1989.

(1) Aotearoa Fisheries Limited must manage its assets in a commercial manner.

(2) Despite section 35(2), in carrying out its duty under subsection (1), Aotearoa Fisheries Limited and its subcompanies may undertake—

• (a) fishing and fisheries-related activities:

• (b) other activities including, but not limited to, activities related to the seafood industry.

(3) However, Aotearoa Fisheries Limited and its subcompanies must not undertake activities referred to in subsection (2)(b) unless they do so in a manner consistent with the terms and conditions of an approval given under section 35(1)(c).

(1) Aotearoa Fisheries Limited must have a constitution that includes—

• (a) a provision that prevents Aotearoa Fisheries Limited from passing a special resolution for the purpose of approving any transaction that would be likely to have the effect of breaching section 35(1)(c); and

• (b) a procedure for the appointment of an alternate for a director to attend and vote at meetings on behalf of that director; and

• (c) the criteria that must be taken into account when an alternate is appointed, and any restrictions on eligibility that apply to an appointment; and

• (d) a method by which the board of Aotearoa Fisheries Limited must address conflicts of interest that may arise for its directors; and

• (e) a provision enabling income shareholders to pass non-binding resolutions relating to the management of the company; and

• (f) a requirement that Aotearoa Fisheries Limited report to income shareholders with—

  • (i) formal unaudited half-yearly financial statements; and

  • (ii) audited yearly financial statements; and

  • (iii) an annual report that includes a statement of any change in the value of the company for the financial year, together with a statement of the method by which that value was determined; and

  • (iv) a business plan for the next financial year, including a summary of the key activities to be undertaken in that year; and

  • (v) the minutes of the annual general meeting and any special general meeting; and

• (g) a requirement that Aotearoa Fisheries Limited use its best endeavours to work co-operatively with iwi on commercial matters; and

• (h) requirements that Aotearoa Fisheries Limited—

  • (i) establish a process for the disposal of income shares in accordance with the provisions of sections 69 to 72; and

  • (ii) maintain a register that records—

    • (A) all income shareholders; and

    • (B) all transfers of income shares; and

  • (iii) record transfers of shares in the register if, and only if, the transfers comply with the requirements of sections 69 to 72; and

• (i) a requirement that if Aotearoa Fisheries Limited is put into liquidation, distributions must be made to the income shareholders in proportion to their shareholding at the time of liquidation; and

• (j) a provision that the constitution must not be amended in a way that affects the rights or entitlements of the income shareholders, unless the shareholders of at least 75% of the income shares approve; and

• (k) a provision enabling Aotearoa Fisheries Limited—

  • (i) to issue additional income shares; and

  • (ii) to establish subcompanies; and

• (l) provisions for any other matters that are required by this Act.

(2) This section does not limit any reporting obligations arising under another enactment or rule of law.

(3) To the extent that a provision of the constitution of Aotearoa Fisheries Limited or an amendment to it is inconsistent with this Act, that provision has no effect.

(1) Te Ohu Kai Moana Trustee Limited must appoint, and may remove, the directors of Aotearoa Fisheries Limited.

(2) Aotearoa Fisheries Limited must have not fewer than 5, and not more than 8, directors.

(3) An extraordinary vacancy of a director does not create a breach of this section if the vacancy is filled within 3 months.

(1) Not more than 2 of the directors of Aotearoa Fisheries Limited may be directors or employees of Te Ohu Kai Moana Trustee Limited.

(2) Neither the chairperson nor the deputy chairperson of either Te Ohu Kai Moana Trustee Limited or Aotearoa Fisheries Limited may, at the same time, be the chairperson or deputy chairperson of the other.

(3) If subsection (1) is breached, the most recently appointed director of Aotearoa Fisheries Limited who is also a director or employee of Te Ohu Kai Moana Trustee Limited must resign, within 5 working days,—

• (a) as a director of Aotearoa Fisheries Limited; or

• (b) as a director or employee of Te Ohu Kai Moana Trustee Limited, as the case may be.

(4) A breach of subsection (1) does not—

• (a) invalidate an action or decision of Aotearoa Fisheries Limited:

• (b) occur in the case of an extraordinary vacancy of a director, if the vacancy is filled within 3 months.

(5) To avoid doubt, subsection (1) does not apply to the appointment of an alternate for a director, as provided for in the constitution of Aotearoa Fisheries Limited under section 62(1)(b).

(6) A person who is, or who has been within the previous 2 years, a member or alternate member of Te Kawai Taumata is not eligible for appointment as a director of Aotearoa Fisheries Limited.

(7) A director of Aotearoa Fisheries Limited is not eligible to be, at the same time, a director of Te Putea Whakatupu Trustee Limited or of Te Wai Maori Trustee Limited.

(1) In this section, if a subcompany of Aotearoa Fisheries Limited is a trust or an entity other than a company, a reference to a director of a subcompany is a reference to a trustee or office holder of the entity.

(2) Not more than 2 of the directors of a subcompany of Aotearoa Fisheries Limited may be directors or employees of Te Ohu Kai Moana Trustee Limited.

(3) If subsection (2) is breached, the most recently appointed director of the subcompany who is also a director or employee of Te Ohu Kai Moana Trustee Limited must, within 5 working days, resign, as the case may be,—

• (a) as a director of the subcompany; or

• (b) as a director or employee of Te Ohu Kai Moana Trustee Limited.

(4) A breach of subsection (2) does not—

• (a) invalidate an action or decision of the subcompany; or

• (b) occur in the case of an extraordinary vacancy of a director of the subcompany if the vacancy is filled within 3 months.

(5) A person who is, or who has been within the previous 2 years, a member or alternate member of Te Kawai Taumata is not eligible for appointment as a director of a subcompany of Aotearoa Fisheries Limited.

(6) A director of a subcompany is not eligible to be, at the same time, a director of Te Putea Whakatupu Trustee Limited or of Te Wai Maori Trustee Limited.

(1) On the appointed day, Aotearoa Fisheries Limited must have 125 000 voting shares, all of which it must issue to Te Ohu Kai Moana Trustee Limited, unless it has already done so.

(2) Te Ohu Kai Moana Trustee Limited must retain control of all the voting shares in Aotearoa Fisheries Limited.

(3) However, if a resolution that is supported under section 127(3) requires the transfer or issue of voting shares to mandated iwi organisations, that requirement must be implemented in accordance with the resolution.

(1) On the appointed day, Aotearoa Fisheries Limited must have 125 000 income shares, all of which it must issue to Te Ohu Kai Moana Trustee Limited, unless it has already done so.

(2) Income shares in Aotearoa Fisheries Limited must be held only by—

• (a) Te Ohu Kai Moana Trustee Limited, either as an owner or trustee; and

• (b) mandated iwi organisations, through their asset-holding companies.

(3) Te Ohu Kai Moana Trustee Limited must—

• (a) retain ownership of 20% of all the income shares issued at any time by Aotearoa Fisheries Limited; and

• (b) until they are allocated in accordance with section 139, hold the other 80% of income shares issued under subsection (1) in trust for iwi.

If Aotearoa Fisheries Limited issues additional income shares,—

• (a) they must be offered to income shareholders in proportion to the income shares they hold at the date of issue, including income shares held in trust under section 67(3)(b); and

• (b) in the case of any unsubscribed shares, they must be offered or withdrawn in accordance with the constitution of Aotearoa Fisheries Limited.

(1) A mandated iwi organisation may sell its income shares, but only—

• (a) to Te Ohu Kai Moana Trustee Limited; or

• (b) to another mandated iwi organisation; and

• (c) in accordance with section 70 and the process established in the constitution of Aotearoa Fisheries Limited.

(2) Despite subsection (1), a mandated iwi organisation must not sell income shares allocated to it under section 139 within 2 years after the date on which those shares are transferred to it under section 130 or section 135.

(3) Income shares—

• (a) must not be gifted; and

• (b) may be exchanged or otherwise disposed of, but only in accordance with this Act and the process established in the constitution of Aotearoa Fisheries Limited.

(4) An exchange or other disposal of income shares must be treated as a sale under sections 69 to 73.

(1) Before a mandated iwi organisation may sell its income shares, it must—

• (a) notify its proposal to sell income shares, in accordance with the constitutional documents of the mandated iwi organisation; and

• (b) obtain the prior approval of at least 75% of the adult members of the iwi who vote—

  • (i) at a general meeting; or

  • (ii) in a process prescribed in the constitutional documents of the mandated iwi organisation.

(2) A notice given under subsection (1)(a) must specify,—

• (a) in a public notice,—

  • (i) the approximate proportion of the total value of the income shares of the mandated iwi organisation affected by the proposal; and

  • (ii) the date on which any approval expires; and

• (b) in a private notice, if required under kaupapa 4 of Schedule 7,—

  • (i) the number of income shares affected by the proposal; and

  • (ii) a reasonable estimate of the net present value or likely sale price of those shares.

(3) If approval to sell income shares is obtained under subsection (1)(b), the mandated iwi organisation must—

• (a) offer the income shares to—

  • (i) every mandated iwi organisation; and

  • (ii) Te Ohu Kai Moana Trustee Limited; and

• (b) accept the best price reasonably obtainable at the time of the sale, unless the offer permits the mandated iwi organisation to withdraw the income shares from sale.

(4) Approval obtained under subsection (1)(b) to sell income shares is valid for not more than 15 months from the date on which it is given.

(5) As soon as is reasonably practicable after a mandated iwi organisation has sold any income shares under section 69, it must—

• (a) notify Aotearoa Fisheries Limited of the sale; and

• (b) provide documentation to Aotearoa Fisheries Limited, supported by a statutory declaration if Aotearoa Fisheries Limited so requires, to establish that the sale complied with all the requirements of sections 69, 70, and 72.

(1) Te Ohu Kai Moana Trustee Limited may sell income shares acquired under section 69 to a mandated iwi organisation, but only if—

• (a) it has passed a special resolution giving it a specific power of sale of income shares, or the sale meets the terms and conditions of a general power of sale; and

• (b) the shares are offered to every mandated iwi organisation; and

• (c) it accepts the best price reasonably obtainable at the time of the sale, unless the offer permits Te Ohu Kai Moana Trustee Limited to withdraw the income shares from sale; and

• (d) it acts in accordance with the constitution of Aotearoa Fisheries Limited.

(2) Te Ohu Kai Moana Trustee Limited must not sell income shares held under section 67(3).

(3) As soon as is reasonably practicable after Te Ohu Kai Moana Trustee Limited has sold any income shares under subsection (1), it must—

• (a) notify Aotearoa Fisheries Limited of the sale; and

• (b) provide documentation to Aotearoa Fisheries Limited, supported by a statutory declaration if Aotearoa Fisheries Limited so requires, to establish that the sale complied with all the requirements of this section.

(1) Section 70(1) to (4) applies, with the necessary modifications, if a mandated iwi organisation proposes to enter into a transaction with a third party (for example, an option, security, or guarantee) or series of transactions that could result in—

• (a) the sale of its income shares; or

• (b) the iwi being disentitled to the income from the income shares for a period of more than 5 years.

(2) If a third party to a transaction or series of transactions referred to in subsection (1) exercises a right to sell or requires the sale of income shares,—

• (a) section 69(1)(a) and (b) applies as if the vendor were a mandated iwi organisation; and

• (b) the third party proposing to sell must notify the proposal to—

  • (i) Te Ohu Kai Moana Trustee Limited; and

  • (ii) all mandated iwi organisations.

(3) As soon as is reasonably practicable after a third party has sold income shares under subsection (2), it must—

• (a) notify Aotearoa Fisheries Limited; and

• (b) provide documentation to Aotearoa Fisheries Limited, supported by a statutory declaration if Aotearoa Fisheries Limited so requires, to establish that the sale complied with subsection (2).

(4) In this section, third party means a party that is not entitled to hold settlement quota or income shares.

(1) If a contract for the sale of income shares, including a transaction or series of transactions referred to in section 72(1), is in breach of section 67 or sections 69 to 72, the Court may make orders that—

• (a) cancel the contract or transaction:

• (b) vest in the vendor the income shares that were the subject of the contract or transaction:

• (c) vest in the buyer the consideration for the contract or transaction:

• (d) the Court thinks fit, if the buyer has on-sold, or has granted any interest in, or security over, the income shares:

• (e) the costs of the applicant be met by the parties to the sale or transaction.

(2) Orders made under subsection (1) may be made—

• (a) on the application of—

  • (i) a party; or

  • (ii) an adult member of an iwi whose mandated iwi organisation is a party; or

  • (iii) a mandated iwi organisation; or

  • (iv) Te Ohu Kai Moana Trustee Limited; and

• (b) on the terms and conditions that the Court thinks fit, so long as the income shares are not vested other than in—

  • (i) a mandated iwi organisation, to be held in trust by an asset-holding company of the mandated iwi organisation; or

  • (ii) Te Ohu Kai Moana Trustee Limited.

(3) In the case of a breach of section 67(2) or sections 69 to 72, the Illegal Contracts Act 1970 does not apply.

(1) Sections 69 to 73 do not apply to transfers of income shares between or among—

• (a) asset-holding companies wholly owned by the same mandated iwi organisation; or

• (b) subsidiaries of asset-holding companies that are wholly owned by the same mandated iwi organisation.

(2) If an asset-holding company or a subsidiary of an asset-holding company ceases to be wholly owned by its mandated iwi organisation, its income shares must be—

• (a) treated as the property of the mandated iwi organisation; and

• (b) held by another asset-holding company of the mandated iwi organisation, as required by section 16(1)(c).

(1) In this section, assets includes any assets, whether in the form of quota shares, interests, rights, or liabilities, that, immediately before the appointed day, are owned, controlled, or held by—

• (a) the Treaty of Waitangi Fisheries Commission; or

• (b) any company or other commercial entity, to the extent that it is owned or controlled by the Treaty of Waitangi Fisheries Commission.

(2) Before the appointed day, the Treaty of Waitangi Fisheries Commission may transfer some or all of its assets to Aotearoa Fisheries Limited or to any of its subcompanies.

(3) On the appointed day, Te Ohu Kai Moana Trustee Limited must transfer to Aotearoa Fisheries Limited, or to any of its subcompanies, all of the assets that have not been transferred under subsection (2).

(4) However, subsections (2) and (3) do not apply to—

• (a) quota shares listed in Schedule 1; or

• (b) assets described in section 137(1); or

• (c) any entities in which Te Ohu Kai Moana Trustee Limited has a controlling interest that hold any of the quota listed in Schedule l; or

• (d) shares in a subsidiary of, or a trust controlled by, Te Ohu Kai Moana Trustee Limited that owns any of the quota shares listed in Schedule 1; or

• (e) the shares in ACE Trader Limited, SafeAce Limited, Whangape Mussels Limited, and Southern Abalone Limited; or

• (f) any loans issued by the Treaty of Waitangi Fisheries Commission at any time to a company transferred to Aotearoa Fisheries Limited under this Act; or

• (g) other assets that continue to be held by Te Ohu Kai Moana Trustee Limited, including administrative and research assets and information that it reasonably needs in order to perform its functions and exercise its powers.

(5) To avoid doubt, subsection (3) does not limit section 66(2) or section 67(3).

(6) A transfer made by the Treaty of Waitangi Fisheries Commission under subsection (2) or subsection (3) must be without charge to Aotearoa Fisheries Limited in respect of—

• (a) the value of the assets; or

• (b) the costs associated with the transfer.

(7) The transfer of assets by the Treaty of Waitangi Fisheries Commission or by Te Ohu Kai Moana Trustee Limited to Aotearoa Fisheries Limited or to a subcompany in accordance with subsections (2) and (3) are not subject to income tax, goods and services tax, gift duty, or a tax, levy, duty, or other charge imposed or provided for under the Inland Revenue Acts or any other enactment.

(8) For the purposes of the Inland Revenue Acts, the value of the assets transferred under subsections (2) and (3) is included in the available subscribed capital of Aotearoa Fisheries Limited or its subcompanies.

(1) Aotearoa Fisheries Limited may pay dividends only to income shareholders.

(2) Aotearoa Fisheries Limited must ensure that not less than 40% of its consolidated group net profit after tax, as determined in accordance with generally accepted accounting practice, is paid annually to its income shareholders.

(3) Aotearoa Fisheries Limited must use its best endeavours to ensure that the constitution of every subcompany requires the subcompany to make payments that provide Aotearoa Fisheries Limited with sufficient money to enable Aotearoa Fisheries Limited to comply with subsection (2).

(4) If the payments from its subcompanies are insufficient to allow Aotearoa Fisheries Limited to comply with subsection (2), Aotearoa Fisheries Limited may meet its obligations under subsection (2) by other means.

(5) In subsection (2),—

Section 76(2) does not apply—

• (a) until Te Ohu Kai Moana Trustee Limited has made payments—

  • (i) under section 137(1)(a) to Te Putea Whakatupu Trustee Limited; and

  • (ii) under section 137(1)(b) to Te Wai Maori Trustee Limited; or

• (b) to the extent that compliance would put Aotearoa Fisheries Limited, a subcompany, or any directors of either, in breach of any obligation under the Companies Act 1993.

In this subpart and in subpart 5,—

(1) Te Ohu Kai Moana Trustee Limited must, not later than 60 working days after the appointed day, establish by trust deed a trust called Te Putea Whakatupu Trust.

(2) Neither the rule against perpetuities nor any relevant provisions of the Perpetuities Act 1964—

• (a) prescribe or restrict the period during which Te Putea Whakatupu Trust may exist in law; or

• (b) apply to a document entered into to give effect to the Deed of Settlement (including the trust deed required to be entered into under subsection (1)) if the application of that rule or the provisions of that Act would otherwise make a document, or a right or obligation conferred by that document, invalid or ineffective.

(1) Te Putea Whakatupu Trust must have only 1 trustee.

(2) The trustee of Te Putea Whakatupu Trust must be a company formed under the Companies Act 1993 with the name of Te Putea Whakatupu Trustee Limited.

The purpose of Te Putea Whakatupu Trust is to hold and manage the trust funds on trust for and on behalf of the beneficiaries under the Deed of Settlement, in order to promote education, training, and research, including matters that relate to fisheries, fishing, and fisheries-related activities, but not in a manner that could adversely affect the charitable status (if any) of the Trust.

The benefits of Te Putea Whakatupu Trust must be made available as widely as possible to all Maori, having regard to—

• (a) the extent to which mandated iwi organisations are providing, or are able to provide, benefits for members of their iwi that are the same or similar to those that are able to be provided by Te Putea Whakatupu Trustee Limited; and

• (b) the interests of Maori who—

  • (i) do not associate with their iwi; or

  • (ii) do not receive benefits from a mandated iwi organisation.

In achieving the purpose of Te Putea Whakatupu Trust, Te Putea Whakatupu Trustee Limited must—

• (a) manage the trust funds; and

• (b) distribute the annual trust income for activities that include—

  • (i) promoting educational and training programmes, courses, and schemes within New Zealand for Maori, with a view to providing educational and training opportunities, including those that have application to the fishing industry:

  • (ii) funding the development of the skills of Maori, including those relevant to the fishing industry:

  • (iii) promoting the advancement of Maori by—

    • (A) offering or funding scholarships and grants to enable Maori students to meet the entry requirements of wananga, universities, or other tertiary institutions in New Zealand or overseas; and

    • (B) establishing scholarships and grants, or funding wananga, universities, or other tertiary institutions in New Zealand to offer scholarships and grants, with a view to encouraging Maori to develop their education and skills:

  • (iv) promoting research and development by wananga, universities, or other tertiary institutions in New Zealand or overseas into (but not limited to)—

    • (A) the involvement of Maori in fishing and fisheries-related activities; and

    • (B) matters affecting Maori fishing:

  • (v) facilitating access of Maori working in, or wishing to work in industry (including the fishing industry), to—

    • (A) education and training courses:

    • (B) conferences, presentations, and other learning experiences:

  • (vi) other activities that are necessary to foster or promote the activities set out in subparagraphs (i) to (v).

(1) To enable Te Putea Whakatupu Trustee Limited to carry out the purpose of Te Putea Whakatupu Trust, the trust deed must provide—

• (a) that the directors of Te Putea Whakatupu Trustee Limited are entitled to be paid fees and reimbursing allowances or actual and reasonable expenses in accordance with the provisions included in the annual plan of Te Ohu Kai Moana Trustee Limited under section 37(f) and (g); and

• (b) for the powers of investment of the directors of Te Putea Whakatupu Trustee Limited (and any prohibited investments); and

• (c) for the manner in which the trust deed may be varied and any restrictions on the way it may be varied; and

• (d) that the directors of Te Putea Whakatupu Trustee Limited may—

  • (i) make distributions to Maori, mandated iwi organisations, and other Maori organisations for the purpose of Te Putea Whakatupu Trust, subject to any conditions stated in the trust deed or specified by the directors; and

  • (ii) decline to make distributions if they consider that, in a particular case, the iwi concerned can or should be able to provide similar benefits to its members from income derived from settlement assets; and

  • (iii) in relation to any trust income not distributed in a financial year, determine a policy for capitalising, carrying forward, or creating reserves from, that income; and

• (e) for the directors to commission an audit of Te Putea Whakatupu Trustee Limited under section 105; and

• (f) for the circumstances when Te Putea Whakatupu Trust may be terminated; and

• (g) on termination of that Trust, for the payment of the trust funds, in the percentages specified in column 3 of Schedule 3,—

  • (i) to each mandated iwi organisation that has charitable status; or

  • (ii) in the case of a mandated iwi organisation that does not have charitable status, to an entity with charitable status nominated by the mandated iwi organisation to benefit the relevant iwi and its members; or

  • (iii) if no mandated iwi organisation exists or no nomination is made under subparagraph (ii), to an entity with charitable status nominated by Te Ohu Kai Moana Trustee Limited to benefit the relevant iwi and its members.

(2) The trust deed must prohibit Te Putea Whakatupu Trustee Limited from—

• (a) undertaking any business other than what is necessary for the purpose of the Trust; and

• (b) expending or distributing trust capital, except on termination of the trust.

(3) The trust deed may—

• (a) include any other matter that is not inconsistent with this Act or the constitution of Te Putea Whakatupu Trustee Limited; and

• (b) be amended subject to—

  • (i) the purpose of Te Putea Whakatupu Trust:

  • (ii) the manner of its variation and any restrictions specified in the trust deed:

  • (iii) the constitution of Te Putea Whakatupu Trustee Limited:

  • (iv) this Act.

(4) A provision of the trust deed or an amendment to it has no effect to the extent that it is inconsistent with this Act.

The trust deed of Te Putea Whakatupu Trust must require Te Putea Whakatupu Trustee Limited to prepare, and obtain the approval of Te Ohu Kai Moana Trustee Limited for, an annual plan that includes—

• (a) the distribution policy of Te Putea Whakatupu Trustee Limited; and

• (b) any investment plan of Te Putea Whakatupu Trustee Limited; and

• (c) the budget for Te Putea Whakatupu Trustee Limited; and

• (d) the administrative services available to Te Putea Whakatupu Trustee Limited.

(1) The trust deed of Te Putea Whakatupu Trust must set out the following reporting, accounting, and auditing obligations of Te Putea Whakatupu Trustee Limited:

• (a) the directors of Te Putea Whakatupu Trustee Limited must report to Te Ohu Kai Moana Trustee Limited within 4 months after the end of each financial year on—

  • (i) the performance of Te Putea Whakatupu Trustee Limited, assessed against its approved annual plan; and

  • (ii) distributions made by Te Putea Whakatupu Trustee Limited, assessed against its distribution policy; and

  • (iii) investments made (if any) and returns on investments (if any); and

  • (iv) any matter required by Te Ohu Kai Moana Trustee Limited in order to meet its reporting obligations; and

• (b) the directors of Te Putea Whakatupu Trustee Limited must keep separate accounts for and report separately on—

  • (i) the distributions made by Te Putea Whakatupu Trustee Limited; and

  • (ii) the cost of administering Te Putea Whakatupu Trust; and

  • (iii) the cost of administering the distributions; and

  • (iv) the fees (in bands of $10,000) and reimbursing allowances or actual and reasonable expenses paid to the directors of Te Putea Whakatupu Trustee Limited; and

  • (v) contracts for service entered into by Te Putea Whakatupu Trustee Limited or any of its directors; and

• (c) the directors must ensure that the accounts of Te Putea Whakatupu Trust are audited annually.

(2) This section does not limit any reporting obligations of Te Putea Whakatupu Trustee Limited arising under any enactment or rule of law.

(1) Te Putea Whakatupu Trustee Limited must have—

• (a) only 1 share that—

  • (i) has no distribution rights; and

  • (ii) must be held by the board of Te Ohu Kai Moana Trustee Limited; and

• (b) a constitution that is consistent with this Act.

(2) The constitution must provide—

• (a) that the role of Te Putea Whakatupu Trustee Limited is restricted to acting as the trustee of Te Putea Whakatupu Trust; and

• (b) that Te Putea Whakatupu Trustee Limited must have 3 directors; and

• (c) that Te Ohu Kai Moana Trustee Limited must appoint, in accordance with the criteria specified in section 88, and may remove, the directors of Te Putea Whakatupu Trustee Limited; and

• (d) that a director—

  • (i) is appointed for a term not exceeding 4 years; and

  • (ii) may be reappointed for 1 further term; and

  • (iii) continues in office after the expiry of his or her term until his successor is appointed; and

• (e) that an extraordinary vacancy of a director does not create a breach of the constitution, so long as Te Ohu Kai Moana Trustee Limited appoints a new director within 3 months of the vacancy arising; and

• (f) a method by which the board of Te Putea Whakatupu Trustee Limited must address conflicts of interest that may arise for its directors; and

• (g) that Te Putea Whakatupu Trustee Limited may regulate its own procedure, so long as it provides that—

  • (i) the quorum is 3 for the purpose of transacting any business; and

  • (ii) a meeting may be conducted by teleconference or by any means of communication that allows each director to participate effectively in the proceedings; and

• (h) a procedure for amending the constitution; and

• (i) that Te Putea Whakatupu Trustee Limited may be put into voluntary liquidation only if Te Putea Whakatupu Trust is terminated.

(3) A provision of the constitution of Te Putea Whakatupu Trustee Limited or an amendment to it has no effect to the extent that it is inconsistent with this Act or another enactment or rule of law.

(1) The constitution of Te Putea Whakatupu Trustee Limited must specify that the directors of Te Putea Whakatupu Trustee Limited must all be Maori who, collectively,—

• (a) are well versed in matters of tikanga Maori; and

• (b) are experienced in working with Maori and Maori organisations; and

• (c) have expertise and experience in human resource development, education, and training.

(2) In appointing the directors of Te Putea Whakatupu Trustee Limited, Te Ohu Kai Moana Trustee Limited must consult with the National Urban Maori Authority in order to ensure that the directors have knowledge of, and are able to represent, the interests of Maori who reside in urban areas of New Zealand.

(3) Subsection (2) does not limit the power of Te Ohu Kai Moana Trustee Limited to consider the views of any other person or organisation that it considers has knowledge that is relevant to the interests of Maori who live in urban areas.

(1) Not more than 1 director of Te Ohu Kai Moana Trustee Limited may also be a director of Te Putea Whakatupu Trustee Limited.

(2) However, if a director of Te Putea Whakatupu Trustee Limited is a director of Te Ohu Kai Moana Trustee Limited, then that director’s alternate may also be a director of Te Ohu Kai Moana Trustee Limited.

(3) A person who is a director of Te Putea Whakatupu Trustee Limited is not eligible to be, at the same time, a director of—

• (a) Aotearoa Fisheries Limited; or

• (b) a subcompany; or

• (c) Te Wai Maori Trustee Limited.

(4) A person who is a director of an entity listed in subsection (3) must resign as a director of that entity within 5 working days if he or she becomes a director of Te Putea Whakatupu Trustee Limited.

(5) A person who is, or who has been within the previous 2 years, a member or alternate member of Te Kawai Taumata is not eligible for appointment as a director of Te Putea Whakatupu Trustee Limited.

(6) Neither the chairperson nor the deputy chairperson of Te Ohu Kai Moana Trustee Limited or Te Putea Whakatupu Trustee Limited may, at the same time, be the chairperson or deputy chairperson of the other.

(1) Te Ohu Kai Moana Trustee Limited must pay the settlement asset money to Te Putea Whakatupu Trustee Limited, as provided for by section 137(1)(a), to be held on trust for the purpose of Te Putea Whakatupu Trust.

(2) Te Ohu Kai Moana Trustee Limited must comply with the obligation under subsection (1) on a date to be determined by Te Ohu Kai Moana Trustee Limited in its discretion, but not later than 31 October 2009.

(3) Subject to the limit specified in section 137(1)(e)(ii), Te Ohu Kai Moana Trustee Limited must, before the date of payment referred to in subsection (2), fund the activities undertaken by Te Putea Whakatupu Trustee Limited, to a maximum of $1 million in each financial year (including directors’ fees provided for under section 84(1)(a) and administrative costs provided for under section 85(c) and (d)), in accordance with the annual plan of Te Putea Whakatupu Trustee Limited approved by Te Ohu Kai Moana Trustee Limited.

(4) After the date of the payment referred to in subsection (2), no further amounts are payable by Te Ohu Kai Moana Trustee Limited under subsection (3).

(5) Te Ohu Kai Moana Trustee Limited may make payments of other money as trust capital to Te Putea Whakatupu Trustee Limited, subject to the conditions specified in section 137(2) (if that provision applies).

(6) Te Putea Whakatupu Trustee Limited is not entitled to receive allocations of settlement quota or income shares from Te Ohu Kai Moana Trustee Limited.

In this subpart,—

(1) Te Ohu Kai Moana Trustee Limited must, not later than 60 working days after the appointed day, establish by trust deed a trust called Te Wai Maori Trust.

(2) Neither the rule against perpetuities nor any relevant provisions of the Perpetuities Act 1964—

• (a) prescribe or restrict the period during which Te Wai Maori Trust may exist in law; or

• (b) apply to a document entered into to give effect to the Deed of Settlement (including the trust deed required to be entered into under subsection (1)) if the application of that rule or the provisions of that Act would otherwise make a document, or a right or obligation conferred by that document, invalid or ineffective.

(1) Te Wai Maori Trust must have only 1 trustee.

(2) The trustee of Te Wai Maori Trust must be a company formed under the Companies Act 1993 with the name of Te Wai Maori Trustee Limited.

The purpose of Te Wai Maori Trust is to hold and manage the trust funds on trust for and on behalf of the beneficiaries under the Deed of Settlement, in order to advance Maori interests in freshwater fisheries, but not in a manner that could adversely affect the charitable status (if any) of the Trust.

In achieving the purpose of Te Wai Maori Trust, Te Wai Maori Trustee Limited must—

• (a) manage the trust funds; and

• (b) distribute the annual trust income for activities that include—

  • (i) undertaking or funding research, development, and education related to Maori interests in freshwater fishing; and

  • (ii) promoting the protection and enhancement of freshwater fisheries habitat in lakes, rivers, and other water bodies, particularly those that have traditionally supported iwi and whose shores have been the location of their marae; and

  • (iii) promoting the establishment of freshwater fisheries; and

  • (iv) using its resources to bring direct or indirect benefit to Maori in respect of their freshwater fishing interests.

(1) To enable Te Wai Maori Trustee Limited to carry out the purpose of Te Wai Maori Trust, the trust deed must provide—

• (a) that the directors of Te Wai Maori Trustee Limited are entitled to be paid fees and reimbursing allowances or actual and reasonable expenses in accordance with the provisions included in the annual plan of Te Ohu Kai Moana Trustee Limited under section 37(f) and (g); and

• (b) for the powers of investment of the directors of Te Wai Maori Trustee Limited (and any prohibited investments); and

• (c) for the manner in which the trust deed may be varied and any restrictions on the way it may be varied; and

• (d) for the directors to commission an audit of Te Wai Maori Trustee Limited under section 105; and

• (e) for the directors to determine—

  • (i) the circumstances when distributions may be made in accordance with section 98; and

  • (ii) in relation to any trust income not distributed in a financial year, a policy for capitalising, carrying forward, or creating reserves from that income; and

• (f) for the circumstances when Te Wai Maori Trust may be terminated; and

• (g) on termination of that Trust, for the payment of the trust funds, in the percentages specified in column 3 of Schedule 3,—

  • (i) to each mandated iwi organisation that has charitable status; or

  • (ii) in the case of a mandated iwi organisation that does not have charitable status, to an entity with charitable status nominated by the mandated iwi organisation, for the benefit of the relevant iwi and its members; or

  • (iii) if no mandated iwi organisation exists or no nomination is made under subparagraph (ii), to an entity with charitable status nominated by Te Ohu Kai Moana Trustee Limited to benefit the relevant iwi and its members.

(2) The trust deed must prohibit Te Wai Maori Trustee Limited from—

• (a) undertaking any business other than what is necessary for the purpose of the Trust; and

• (b) expending or distributing trust capital, except on termination of the trust.

(3) The trust deed may—

• (a) include any other matter that is not inconsistent with this Act or the constitution of Te Wai Maori Trustee Limited; and

• (b) be amended, subject to—

  • (i) the purpose of Te Wai Maori Trust:

  • (ii) the manner of its variation and any restrictions specified in the trust deed:

  • (iii) the constitution of Te Wai Maori Trustee Limited:

  • (iv) this Act.

(4) A provision of the trust deed or an amendment to it has no effect to the extent that it is inconsistent with this Act.

The trust deed of Te Wai Maori Trust must require Te Wai Maori Trustee Limited to prepare, and obtain the approval of Te Ohu Kai Moana Trustee Limited for, an annual plan that includes—

• (a) the distribution policy of Te Wai Maori Trustee Limited; and

• (b) any investment plan of Te Wai Maori Trustee Limited; and

• (c) the budget for Te Wai Maori Trustee Limited; and

• (d) the administrative services available to Te Wai Maori Trustee Limited.

(1) The directors of Te Wai Maori Trustee Limited may make distributions to Maori, mandated iwi organisations, and other Maori organisations for the purpose of Te Wai Maori Trust, subject to any conditions provided for by the trust deed.

(2) Before making a distribution, the directors must take into account the extent to which—

• (a) a proposal will assist in co-ordinating and consolidating the activities of the recipients with the activities of agencies involved in freshwater fisheries and habitat management; and

• (b) a proposal provides a model that is able to be applied by the groups referred to in subsection (1); and

• (c) the activities proposed to be undertaken with the distribution are being undertaken by other mandated iwi organisations or agencies; and

• (d) the functions of Te Wai Maori Trustee Limited are being undertaken by other agencies.

(1) The trust deed of Te Wai Maori Trust must set out the following reporting, accounting, and auditing obligations of Te Wai Maori Trustee Limited:

• (a) the directors of Te Wai Maori Trustee Limited must report to Te Ohu Kai Moana Trustee Limited within 4 months after the end of each financial year on—

  • (i) the performance of Te Wai Maori Trustee Limited, assessed against its approved annual plan; and

  • (ii) distributions made by Te Wai Maori Trustee Limited, assessed against the distribution policy; and

  • (iii) investments made (if any) and returns on investments (if any); and

  • (iv) any matter required by Te Ohu Kai Moana Trustee Limited in order to meet its reporting obligations; and

• (b) the directors of Te Wai Maori Trustee Limited must keep separate accounts for, and report separately on,—

  • (i) the distributions made by Te Wai Maori Trustee Limited; and

  • (ii) the cost of administering Te Wai Maori Trust; and

  • (iii) the cost of administering the distributions; and

  • (iv) the fees (in bands of $10,000) and reimbursing allowances or actual and reasonable expenses paid to the directors of Te Wai Maori Trustee Limited; and

  • (v) contracts for service entered into by Te Wai Maori Trustee Limited or any of its directors; and

• (c) the directors must ensure that the accounts of Te Wai Maori Trust are audited annually.

(2) This section does not limit any reporting obligations of Te Wai Maori Trustee Limited arising under any enactment or rule of law.

(1) Te Wai Maori Trustee Limited must have—

• (a) only 1 share that—

  • (i) has no distribution rights; and

  • (ii) must be held by the board of Te Ohu Kai Moana Trustee Limited; and

• (b) a constitution that is consistent with this Act.

(2) The constitution must provide—

• (a) that the role of Te Wai Maori Trustee Limited is restricted to acting as the trustee of Te Wai Maori Trust; and

• (b) that Te Wai Maori Trustee Limited must have 3 directors; and

• (c) that Te Ohu Kai Moana Trustee Limited must appoint, in accordance with the criteria specified in section 101, and may remove the directors of Te Wai Maori Trustee Limited; and

• (d) that a director—

  • (i) is appointed for a term not exceeding 4 years; and

  • (ii) may be reappointed for 1 further term; and

  • (iii) continues in office after the expiry of his or her term until his successor is appointed; and

• (e) that an extraordinary vacancy of a director does not create a breach of the constitution, so long as Te Ohu Kai Moana Trustee Limited appoints a new director within 3 months of the vacancy arising; and

• (f) a method by which the board of Te Wai Maori Trustee Limited must address conflicts of interest that may arise for its directors; and

• (g) that Te Wai Maori Trustee Limited may regulate its own procedure, so long as it provides that—

  • (i) the quorum is 3 for the purpose of transacting any business; and

  • (ii) a meeting may be conducted by teleconference or by any means of communication that allows each director to participate effectively in the proceedings; and

• (h) a procedure for amending the constitution; and

• (i) that Te Wai Maori Trustee Limited may be put into voluntary liquidation only if Te Putea Whakatupu Trust is terminated.

(3) A provision of the constitution of Te Wai Maori Trustee Limited or an amendment to it has no effect to the extent that it is inconsistent with this Act or another enactment or rule of law.

The constitution of Te Wai Maori Trustee Limited must specify that the directors of Te Wai Maori Trustee Limited must all be Maori who, collectively,—

• (a) are well versed in matters of tikanga Maori; and

• (b) are experienced in working with Maori and Maori organisations; and

• (c) are experienced in fisheries management, enhancement, and development; and

• (d) have expertise and experience in matters relevant to freshwater fisheries; and

• (e) have knowledge of the special interest of iwi in freshwater fisheries.

(1) Not more than 1 director of Te Ohu Kai Moana Trustee Limited may also be a director of Te Wai Maori Trustee Limited.

(2) However, if a director of Te Wai Maori Trustee Limited is a director of Te Ohu Kai Moana Trustee Limited, that director’s alternate may also be a director of Te Ohu Kai Moana Trustee Limited.

(3) A person who is a director of Te Wai Maori Trustee Limited is not eligible to be, at the same time, a director of—

• (a) Aotearoa Fisheries Limited; or

• (b) a subcompany; or

• (c) Te Putea Whakatupu Trustee Limited.

(4) A person who is a director of an entity listed in subsection (3) must resign as a director of that entity within 5 working days if he or she becomes a director of Te Wai Maori Trustee Limited.

(5) A person who is, or who has been within the previous 2 years, a member or alternate member of Te Kawai Taumata is not eligible for appointment as a director of Te Wai Maori Trustee Limited.

(6) Neither the chairperson nor the deputy chairperson of Te Ohu Kai Moana Trustee Limited or Te Wai Maori Trustee Limited may, at the same time, be the chairperson or deputy chairperson of the other.

(1) Te Ohu Kai Moana Trustee Limited must pay to Te Wai Maori Trustee Limited the settlement asset money, as provided for by section 137(1)(b), to be held on trust for the purpose of Te Wai Maori Trust.

(2) Te Ohu Kai Moana Trustee Limited must comply with the obligation under subsection (1) on a date to be determined by Te Ohu Kai Moana Trustee Limited in its discretion, but not later than 31 October 2009.

(3) After the date of payment referred to in subsection (2), Te Ohu Kai Moana Trustee Limited must pay not less than $1 million per year, until Te Wai Maori Trustee Limited has received in total the sum of $20 million (including the sum referred to in subsection (1)) from Te Ohu Kai Moana Trustee Limited (but excluding the sums referred to in subsection (4)).

(4) Subject to the limit specified in section 137(1)(e)(iii), Te Ohu Kai Moana Trustee Limited must, before the date of payment referred to in subsection (2), fund the activities undertaken by Te Wai Maori Trustee Limited (including directors’ fees provided for under section 96(1)(a) and administrative costs provided for under section 97(c) and (d)), in accordance with the annual plan of Te Wai Maori Trustee Limited approved by Te Ohu Kai Moana Trustee Limited.

(5) After the date of payment referred to in subsection (2), no further amounts are payable by Te Ohu Kai Moana Trustee Limited under subsection (4).

(6) Te Ohu Kai Moana Limited may make payments of other money as trust capital to Te Wai Maori Trustee Limited, subject to the conditions specified in section 137(2) (if that provision applies).

(7) Te Wai Maori Trustee Limited is not entitled to receive allocations of settlement quota or income shares from Te Ohu Kai Moana Trustee Limited.

In this subpart, unless the context otherwise requires,—

(1) Not later than 4 years after the commencement of this Act,—

• (a) Te Ohu Kai Moana Trustee Limited must arrange for an audit of Te Ohu Kai Moana Trustee Limited; and

• (b) Aotearoa Fisheries Limited must arrange for an audit of Aotearoa Fisheries Limited and its subcompanies; and

• (c) Te Putea Whakatupu Trustee Limited must arrange for an audit of Te Putea Whakatupu Trustee Limited; and

• (d) Te Wai Maori Trustee Limited must arrange for an audit of Te Wai Maori Trustee Limited.

(2) The cost of an audit conducted under this section or section 106 must be paid by the entity being audited.

Each of the entities referred to in section 105, or 2 or more jointly, must arrange for subsequent audits to be conducted not later than 4 years after the preceding audit, unless,—

• (a) in the case of Te Ohu Kai Moana Trustee Limited, Te Putea Whakatupu Trustee Limited, or Te Wai Maori Trustee Limited, at least 75% of the mandated iwi organisations and representative Maori organisations at a general meeting convened by Te Ohu Kai Moana Trustee Limited, vote not to conduct an audit of 1 or more of the relevant entities; or

• (b) in the case of Aotearoa Fisheries Limited, the shareholders of at least 75% of the income shares vote at an annual general meeting of Aotearoa Fisheries Limited, not to conduct an audit.

(1) Each of the audits referred to in sections 105 and 106 must be carried out by an independent person—

• (a) appointed by the entity that is to be audited; and