$44,630 fee for 'yo-yo' KiwiRail director Scott O'Donnell who had 10 conflicts of interest

Scott O'Donnell was appointed to the KiwiRail board with a plan to manage 10 conflicts of interest.

Photo: Otago Daily Times / Laura Smith

Former KiwiRail director Scott O'Donnell was paid $44,630 for a short-lived stint on the board, in which he missed more than a third of meeting agenda items.

KiwiRail produced the figures after an Official Information Act request by RNZ.

It was previously reported O'Donnell had missed 15 agenda items due to conflicts of interest and a further 19 for other reasons, but KiwiRail had not been able to say what he was paid, nor how many agenda items he was present for.

In response to the new disclosures, a governance expert said it appeared O'Donnell would at times have been "in and out of the bloody meeting like a yo-yo". Minister for Rail Winston Peters was critical of RNZ's reporting, saying O'Donnell had participated in more than 83 percent of all agenda items and followed standard conflict management processes.

Managing 10 conflicts of interest

O'Donnell was appointed to the board by Peters for a three-year term starting in September 2025. He left 6 months and 23 days in to that term to pursue an Australian venture.

Concerns about O'Donnell's conflicts of interest were raised before his appointment. Board chair Suzanne Tindal went as far as checking his business interests on the Companies Office register after O'Donnell indicated four companies might present a conflict. She hand-drew a diagram with 11 companies, which Treasury later redrew with 10 companies.

An extensive conflict management plan was put in place to manage potential conflicts with 10 companies, some of which supply KiwiRail.

Under the plan, O'Donnell was required to recuse himself from board meeting agenda items where a conflict had been identified. Three months into his tenure, Tindal told MPs during parliament's scrutiny week last December that the conflicts were affecting the capability and efficiency of the board.

KiwiRail CEO Peter Reidy, and board chair Suzanne Tindal, during scrutiny week

Photo: Screenshot / New Zealand Parliament

Of 93 agenda items across six meetings held during his tenure, O'Donnell was excluded from 15 due to conflicts of interest and missed a further 19 for other reasons, such as needing to leave early to travel.

Across six meetings O'Donnell was not present for any meeting in its entirety. In total, he was excluded from, or absent for, 34 of 93 agenda items.

O'Donnell was paid $44,630 for 6 months and 23 days in the job.

O'Donnell is one of the four directors of Dynes Transport Tapanui, which donated $20,000 to NZ First in July 2024. Peters has previously told RNZ the donation played no part in O'Donnell's appointment.

Conflict management 'entirely standard' - Peters

RNZ asked Peters if he stood by his previous opinion that O'Donnell had been effective in his role. He did not address that question, instead responding with a written statement.

"Given the reporting to date, we look forward to seeing the famously balanced reputation that Radio New Zealand promotes of itself acknowledging these two facts: Mr O'Donnell participated in more than 83 percent of all agenda items and followed standard conflict management for the rest like any other director with other business interests.

"The fact that conflict management plans exist is a testament to conflicts being managed as they are entirely standard at board tables around the country, but Radio New Zealand does not appear to have ever understood this.

"The strongest evidence for Radio New Zealand failing to comprehend standard conflict management practices was that the only commentary it sought was from Max Rashbrook [sic], a lefty academic with zero commercial experience."

Peters appeared to have calculated 83 percent by counting the 15 items O'Donnell was excluded from agenda items due to conflicts of interest. When adding in the 19 additional items missed for other reasons, O'Donnell was present for 63 percent of agenda items.

In its prior reporting on the issue, RNZ talked to Victoria University's Max Rashbrooke and Bryce Edwards, as well as the ACT Party MP Simon Court. A request to interview KiwiRail's Suzanne Tindal was declined and requests to Scott O'Donnell have been responded to with a press release, or no comment.

'Nonsensical' appointment created disruption

Victoria University of Wellington adjunct professor in the school of government Chris Eichbaum has experience in public sector governance boards.

He said responsibility for deciding if conflicts were manageable was spread over several decision makers, but in the first instance, the person should ask themselves if they can perform the duties the taxpayer would expect of them if they accepted the role.

"If the answer to that is no, then you say, 'Minister, thank you for the offer to me to take up a position on the board, but I have to respectfully decline because I simply can't do it justice'."

As well as being excluded from several items, Eichbaum said the level of disruption to meetings having a person leave the room then have to be retrieved up to six times during a meeting would be disruptive.

"The person would be in and out of the bloody meeting like a yo-yo. That seems to me to be nonsensical."

Institute of Directors principal advisor of governance leadership Susan Cuthbert would not comment on O'Donnell's case specifically, but said while conflicts of interest are commonplace on boards, there does come a point where it can become unworkable.

"Conflicts can be managed with good process, but if a director is kept out of key discussions or important information, the board really needs to review whether that arrangement is still working."

The process of managing conflicts comes with its own workload, which can be "substantial".

The conflict plan in place for O'Donnell had seven mitigations, which included vetting his access to sensitive information. Board agendas and papers were also scrutinised before they were sent to him.

"If the board is starting to have to work around [a director] all the time, that's setting off alarm bells that there's too many conflicts."

There's no exact number of agenda items a director is expected to be present for.

"It's generally expected they attend all board meetings," she said.

What next for Scott O'Donnell

After O'Donnell left the KiwiRail board in March, it was announced he had taken on a role as a director of the Melbourne-based Walkinshaw TWG Racing motorsport team.

"Motorsport has always been a huge passion of mine, and while I hadn't considered a role like this before, I am genuinely excited to be involved," he said in the press release announcing his involvement with the team.

O'Donnell was recognised for his services to business during King's Birthday weekend and made an Officer of the New Zealand Order of Merit.

He's listed as a director of 25 companies, including the HW Richardson Group. His wife Jocelyn O'Donnell is the daughter of Bill Richardson, the founder of the HW Richardson Group.

The 2025 NBR Rich List estimates the wealth of the Richardson and O'Donnell families at $600 million. The NBR's feature on the families says they are keen to help their community with "impact investments", not donations.

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