KiwiRail director Scott O’Donnell leaves board 2 years early after only months in role

Peters told RNZ the donation from Dyne’s Transport played no part in O’Donnell’s appointment to the board and that he was aware of the extent of the conflicts of interest.

At the time, Peters said O’Donnell would be effective in his role.

“As Mr O’Donnell has direct experience in the freight sector among other things, a conflict-of-interest management plan has been developed and will be followed while he is a director of KiwiRail,” he said.

Peters said Treasury did not advise against the appointment of O’Donnell.

During Parliament’s “scrutiny week” in December last year, where MPs publicly examine public agency performance, Tindal said O’Donnell’s conflicts of interest affected the board’s capability and efficiency.

She said “more importantly” that directors needed to consider whether they could discharge their duties as required in accordance with the Companies Act.

Documents released under the Official Information Act (OIA) to RNZ show Tindal expressed unease about O’Donnell’s business interests before his appointment and recommended he be removed from a process to make his role official while the conflicts were analysed.

Tindal said Scott’s interest in HW Richardson (HWR), which owns 46 companies, could prove a test of loyalties for him.

The OIA documents showed Tindal checked publicly available information in the Companies Office register and hand-drew what she described as an “interests diagram”, which included 11 companies. This was later redrawn by Treasury staff.

Some of the 10 companies he is involved with supply services to KiwiRail, and the conflicts required Treasury to put a management plan in place.

Chart displaying analysis of interest held by Scott O’Donnell. Photo / RNZ, Treasury OIA

O’Donnell’s appointment went ahead, but with a slew of measures in place to manage any conflicts between his new role and the 10 companies he is involved in – many of them in transport.

The conflict of interest mitigation plan contained seven measures to manage conflicts, including recusing himself from board meeting discussions where there was a conflict of interest.

O’Donnell attended at least three KiwiRail board meetings and RNZ knows of at least one item O’Donnell had to step aside for in December. He also missed two agenda items at the end of the December meeting as he needed to leave early.

“Mr O’Donnell will be thanked for his service at our board meeting on March 24, which will be his last day as a KiwiRail director,” Tindal said in a statement. He leaves after having served fewer than seven months of an appointment that was due to finish on August 31, 2028.

A statement from the HW Richardson Group said O’Donnell brought a strong commercial focus to KiwiRail’s non-freight operation during his time on the board.

The conflict of interest management plan is outlined below.

Conflict Management Plan – KiwiRail board – Scott O’Donnell. Image / RNZ, Treasury OIA

The mitigations for these companies outlined in the plan include:

Where appropriate, limiting or eliminating access to sensitive, confidential or restricted information on issues or work relating to KiwiRail, including rail network options or Cook Strait ferries.Additional scrutiny of board agenda and papers prior to sending to Scott O’Donnell.At the beginning of every board meeting, or prior as necessary, Scott O’Donnell would be required to declare if any item on the agenda could create a conflict for which he feels recusal is necessary. Such instances would need to be documented.Where appropriate recusal from any meeting or part meeting/agenda item with the board or ministers on these issues where confidential information giving rise to the conflicts discussed, (noting that this may impact on quorum arrangements)At the board’s discretion Scott O’Donnell would be recused or refrain from participating in, any discussions and decisions, where a personal interest is determined.The board reserves the right to invite Scott O’Donnell to recuse himself if the board feels it is inappropriate to include him in discussions and decisions.Advising KiwiRail, the Minister for SOEs of these actions.