implement the agreements made in the Deed of Settlement dated 23 September 1992; and

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.

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

the central management of the remainder of those settlement assets.

subpart 1, which includes the purpose and interpretation provisions; and

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

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.

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

the relevant harbours and harbour quota for allocation in relation to those harbours; and

iwi listed by groups and the notional population of each iwi; and

organisations that are recognised iwi organisations; and

the representative Maori organisations; and

the method for determining coastline entitlements; and

the kaupapa that apply to the constitutional documents of mandated iwi organisations; and

procedures for Te Kawai Taumata, including provisions for the appointment of members and alternate members; and

consequential amendments.

determine the appropriate classification for the stock in accordance with sections 8 and 9; and

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

publish in the Gazette—

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

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

in freshwater, must be classified as freshwater.

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

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

freshwater, if at least 90% of the commercial catch was taken in freshwater.

the fishing gear used to take the stock; and

the location where the stock was taken; and

any other information that Te Ohu Kai Moana Trustee Limited considers to be relevant.

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

the notional iwi population—

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

bind, compromise, advantage or disadvantage, or operate as a precedent for any other matter; or

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

determined by Te Ohu Kai Moana Trustee Limited in accordance with Schedule 6; and

recorded by Te Ohu Kai Moana Trustee Limited on the iwi register.

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

bind, compromise, advantage or disadvantage, or operate as a precedent for any other matter; or

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

act for the benefit of all the members of the iwi, irrespective of where those members reside; and

perform the functions and duties conferred on it by or under this Act; and

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

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

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):

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:

if relevant, enter into agreements with other mandated iwi organisations in relation to—

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

perform other functions provided for by or under this Act.

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

record its recognition of that mandated iwi organisation in the iwi register.

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

the constitutional documents of the organisation comply with section 17; and

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

the organisation has a register of iwi members that—

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

it represents an iwi listed in Schedule 3; and

it complies with section 14(a); and

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

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

it has a dispute resolution mechanism that complies with kaupapa 8 of Schedule 7.

be and remain wholly owned by the mandated iwi organisation that established the company; and

have constitutional documents that comply with section 17; and

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

provide dividends solely to the mandated iwi organisation owning the asset-holding company; and

not undertake fishing or hold a fishing permit.

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

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.

establish 1 or more subsidiaries to be its subsidiary asset-holding companies; and

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

be and remain wholly owned by the asset-holding company that established it, and

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

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

comply with subsection (2); and

not undertake fishing or hold a fishing permit.

they are approved as complying with the requirements of this Act,—

they are ratified,—

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

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.

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

any subsidiary of that asset-holding company.

must not be inconsistent with this Act; and

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

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

have met the criteria in section 15 before the commencement of this Act.

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

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

specify the name of the new organisation; and

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:

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

before the proposed transfer date, Te Ohu Kai Moana Trustee Limited—

do the following things under section 13(1):

remove its recognition of the existing organisation from the iwi register.

the new organisation is the mandated iwi organisation of the relevant iwi for the purposes of this Act; and

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

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.

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

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

an order to vest any consideration for the transaction or contract in the new organisation:

an order directing Te Ohu Kai Moana Trustee Limited—

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

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

on the application of—

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

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

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

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

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

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

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

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

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).

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

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—

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

the following further criteria:

free of charge to the withdrawing group, other than reasonable administrative costs; and

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

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

may exercise those rights from the date when it has completed the process of withdrawal.

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

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

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

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.

Maori who are not members of the iwi:

the community generally.

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

to participate in the process for offering annual catch entitlement provided for in section 152; and

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

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

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.

to receive settlement quota; or

to receive money under section 149 or section 150; or

to purchase settlement quota; or

to receive or purchase income shares, or to receive dividends relating to income shares; or

to enter into binding agreements with other iwi over coastline claims; or

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

to enter into agreements for freshwater quota or harbour quota; or

to nominate an entity with charitable status to receive distributions on the termination of—

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

to appoint a member of any committee of representatives established under section 116.

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

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.

ultimately benefit the members of iwi and Maori generally; and

further the agreements made in the Deed of Settlement; and

assist the Crown to discharge its obligations under the Deed of Settlement and the Treaty of Waitangi; and

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

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

as required by section 157, to apply to register settlement quota interests against—

to allocate and transfer the settlement assets; and

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

to determine the coastline entitlements of iwi under section 11 and Schedule 6; and

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

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

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

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

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

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

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

to appoint the directors of Aotearoa Fisheries Limited; and

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

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

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

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

to perform any other duties prescribed by or under this Act or any other enactment.

foster, promote, commission, or fund research into the sustainable management of fisheries:

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

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,—

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):

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:

perform the functions of the voting shareholder of Aotearoa Fisheries Limited:

apply the funds of the trust by way of payments to—

grant assistance, as permitted by or under this Act, to—

maintain reserve funds to the extent that it considers prudent:

perform any other functions permitted by or under this Act or any other enactment.

specify the purpose of Te Ohu Kai Moana as stated in section 32; and

require Te Ohu Kai Moana Trustee Limited to develop—

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—

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

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—

provide for—

include any other matter that is not inconsistent with this Act; and

be amended, subject to—

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

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

the budget for Te Ohu Kai Moana Trustee Limited; and

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

when relevant, the budget for—

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

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.

mandated iwi organisations and representative Maori organisations; and

the members and alternate members of Te Kawai Taumata.

describe any amendments made to the trust deed of Te Ohu Kai Moana; and

describe the key activities undertaken by—

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

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

separately describe each sale of income shares sold under section 71; and

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

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

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

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.

the audited financial statements of Te Ohu Kai Moana and Te Ohu Kai Moana Trustee Limited; and

a statement of—

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

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

its recognition of mandated iwi organisations; and

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

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

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

the allocation of settlement assets to each iwi; and

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

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

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

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

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:

state the period of time for which it will continue to do so; and

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

consult with mandated iwi organisations and representative Maori organisations; and

take their views into account.

only 1 share that—

a constitution that is consistent with this Act.

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

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

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

that, in accordance with sections 46 to 49, Te Kawai Taumata—

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

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

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

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

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

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

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

a procedure for amending the constitution of Te Ohu Kai Moana Trustee Limited; and

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

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—

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

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

a process for putting Te Ohu Kai Moana Trustee Limited into voluntary liquidation.

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

all other directors.

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

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.

iwi constitutional documents; and

documents submitted in making a coastline claim under section 11; and

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

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

a mandated iwi organisation:

a member of an iwi:

the members and alternate members of Te Kawai Taumata.

rules on access to—

criteria that apply to—

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

when and where the iwi register may be accessed:

fees and charges that apply for supplying information requested from the iwi register.

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

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

that restrict access to the iwi register under section 52.

identify the mandated iwi organisations that will be affected by the proposal; and

inform them of the proposal; and

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

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

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

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

the requirements of this Act; and

the constitution of Te Ohu Kai Moana Trustee Limited.

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

may collectively seek advice from any source they consider appropriate; and

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

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.

each of the groups of iwi set out in column 1 of Schedule 3; and

the group of representative Maori organisations listed in Schedule 5.

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

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

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.

Te Ohu Kai Moana Trustee Limited; or

Aotearoa Fisheries Limited or any other subsidiary of Te Ohu Kai Moana Trustee Limited; or

a subcompany; or

Te Putea Whakatupu Trustee Limited; or

Te Wai Maori Trustee Limited.

voting shares that have—

income shares that have—

fishing and fisheries-related activities:

other activities including, but not limited to, activities related to the seafood industry.

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

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

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

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

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

a requirement that Aotearoa Fisheries Limited report to income shareholders with—

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

requirements that Aotearoa Fisheries Limited—

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

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

a provision enabling Aotearoa Fisheries Limited—

provisions for any other matters that are required by this Act.

as a director of Aotearoa Fisheries Limited; or

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

invalidate an action or decision of Aotearoa Fisheries Limited:

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

as a director of the subcompany; or

as a director or employee of Te Ohu Kai Moana Trustee Limited.

invalidate an action or decision of the subcompany; or

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

Te Ohu Kai Moana Trustee Limited, either as an owner or trustee; and

mandated iwi organisations, through their asset-holding companies.

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

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

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

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

to Te Ohu Kai Moana Trustee Limited; or

to another mandated iwi organisation; and

in accordance with section 70 and the process established in the constitution of Aotearoa Fisheries Limited.

must not be gifted; and

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.

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

obtain the prior approval of at least 75% of the adult members of the iwi who vote—

in a public notice,—

in a private notice, if required under kaupapa 4 of Schedule 7,—

offer the income shares to—

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.

notify Aotearoa Fisheries Limited of the sale; and

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.

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

the shares are offered to every mandated iwi organisation; and

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

it acts in accordance with the constitution of Aotearoa Fisheries Limited.

notify Aotearoa Fisheries Limited of the sale; and

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.

the sale of its income shares; or

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

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

the third party proposing to sell must notify the proposal to—

notify Aotearoa Fisheries Limited; and

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).

cancel the contract or transaction:

vest in the vendor the income shares that were the subject of the contract or transaction:

vest in the buyer the consideration for the contract or transaction:

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

the costs of the applicant be met by the parties to the sale or transaction.

on the application of—

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

asset-holding companies wholly owned by the same mandated iwi organisation; or

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

treated as the property of the mandated iwi organisation; and

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

the Treaty of Waitangi Fisheries Commission; or

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

quota shares listed in Schedule 1; or

assets described in section 137(1); or

any entities in which Te Ohu Kai Moana Trustee Limited has a controlling interest that hold any of the quota listed in Schedule 1; or

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

the shares in ACE Trader Limited, SafeAce Limited, Whangape Mussels Limited, and Southern Abalone Limited; or

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

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.

the value of the assets; or

the costs associated with the transfer.

until Te Ohu Kai Moana Trustee Limited has made payments—