Final Director Appointment Models for Te Ohu Kai Moana Trustee Limited and Aotearoa Fisheries Limited

Following the close of consultation on the director appointment models on 9 June 2026, Te Ohu Kaimoana is pleased to provide you with three important updates:

1. confirmation of the final director appointment models and associated documentation for Te Ohu Kai Moana Trustee Limited (TOKMTL) and Aotearoa Fisheries Limited (AFL);
2. notice of amendments to the AFL Constitution; and
3. the AFL Asset Disposal Policy.

These updates give effect to the MFAA, which was passed in July 2024 and introduce material changes to the Māori Fisheries Act 2004 (MFA) following the statutory review which commenced in 2014.

The changes are required to ensure governance arrangements are fully aligned with the MFAA from its effective date of 26 July 2026.

Final Director Appointment Models

Thank you to all Mandated Iwi Organisations (MIO), Recognised Iwi Organisations (RIO), Representative Māori Organisations (RMO) and Asset Holding Companies (AHC) who participated in the consultation process on the proposed director appointment models.

The TOKMTL Board carefully considered all feedback received before confirming the final director appointment models and approving amendments to the supporting governance documents.

Following consultation, the Board agreed to:

• amend both the TOKMTL and AFL Nominations Committee models so each Committee elects its own Chair and Deputy Chair, with the respective Board Chair remaining a non-voting member;
• amend the composition of the AFL Nominations Committee to better reflect individual iwi shareholding interests; and
• include a provision enabling the AFL Board to undertake a formal review of the AFL appointment model 24 months after implementation.

The Board also considered, but did not adopt, proposals to:

• require Nominations Committees to put forward a minimum of two candidates for shareholder voting;
• and require the AFL Nominations Committee to appoint an independent expert panel to undertake recruitment, assessment and shortlisting.

Click here for the Final Director Appointment Models Information Pack, which contains the final appointment models together with the supporting governance documentation, including:

• Director Appointment Models
• Terms of Reference
• Nominations Committee Charters
• Director Appointment Policies and Procedures
• Director Criteria and Qualifications Transitional Policy (TOKMTL only)
• TOKMTL and AFL Constitutions and Tables of Amendments
• Schedule 3 of the MFA

Notice of AFL Constitution Amendments

In accordance with the requirements of the MFAA, Te Ohu Kaimoana provides notice of amendments to the Constitution of AFL.

The amendments give effect to the MFAA and ensure the AFL Constitution is fully aligned with the amended statutory framework from 26 July 2026. In practical terms, the amendments:

• align the Constitution with the updated statutory settings introduced by the MFAA;
• implement governance and administrative changes required under the amended framework; and
• modernise drafting to improve clarity, consistency, and usability.

The amended Constitution and a Table of Amendments explaining the changes are included in the attached information pack (accessible above).

Please note that the TOKMTL Constitution and Table of Amendments were circulated previously and are included in this information pack for completeness.

AFL Asset Disposal Policy

Also included is AFL’s Asset Disposal Policy.

The policy outlines the process to be followed when assets are considered for sale and provides iwi AHC with the first opportunity to consider purchasing those assets before they are offered more broadly.

The policy is provided on behalf of AFL.

Any questions or feedback relating to the Asset Disposal Policy should be directed to Simon Owen at: simon.owen@moana.co.nz

Next steps

We will circulate further information regarding the transfer of TOKMTL-held shares in AFL to iwi ahead of the commencement of the MFAA on 26 July 2026.

If you have any questions, please contact Programme Director Tania Heyrick at: tania.heyrick@teohukaimoana.nz

Thank you again for your engagement throughout this important process.