AIRWAYS CORPORATION OF NEW ZEALAND LIMITED
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS
OF AIRWAYS CORPORATION OF NEW ZEALAND LIMITED
HELD AT AIRWAYS OFFICES, 26 SIR WILLIAM PICKERING DRIVE, CHRISTCHURCH
ON TUESDAY 23 MAY 2023 AT 9.00AM – 4.30PM
Present:
Denise Church (Chair), Mark Pitt (Deputy Chair) Darin Cusack, Mark
Hutchinson, John Holt, Gavin Fernandez (via Teams), Terry Paddy
Apologies:
Lisa Jacobs (leave of absence)
In attendance:
James Young, CEO
Katie Wilkinson, GM Air Traffic Services
Erin Lee, Acting Chief Financial Officer
Geoff Peck, Chief Information Officer
Jamie Gray, Head of Public Affairs & Acting Head of People and Capability
Kim Nicholls, Head of Safety and Assurance
Sharon Cooke, CEO Airways International Limited
Fiona Shine, Head of Legal & Company Secretary
s9(2)(a)
, AMEA representative
s9(2)(a)
, AMEA representative
s9(2)(a)
, AMEA representative
s9(2)(a)
, AMEA representative
The Board met alone from approximately 9.00 – 9.40am.
FORMAL BOARD AGENDA
The Chair opened the meeting at approximately 9.40am.
The Chair noted that Lisa Jacobs was on special leave and was an apology for the meeting.
ITEM 1.0
BOARD MATTERS
Item 1.1
Continuous Disclosure
No matters were disclosed.
Item 1.2
Register of Directors’ Interests
The Board
noted the Register of Directors’ Interests.
Mark Hutchinson declared a potential conflict of interest regarding his nomination as the new candidate
to contest the Napier seat in the forthcoming general election. The Chair noted that whilst the Board was
a strictly A-political team, they wished Mr Hutchinson wel in his pursuits. The Board noted that Mr
Hutchinson would appoint an alternate and requested that the Company Secretary draft the necessary
paperwork.
ACTION: Paperwork to appoint an alternate director to be drafted.
Item 1.3
Minutes of Board Meeting held 18 April 2023
The Board
approved the minutes of the previous ACNZ Board meeting held on 18 April 2023 as a true and
correct record of that meeting.
The Chair highlighted the list of strategic risk issues generated at the end of the April meeting and
requested that the Board keep them front of mind for the day’s meeting.
Item 1.4
Matters Arising and Action Items
The Board
noted the Matters Arising and Action Items from the 18 April 2023 Board meeting.
Item 1.5
Reappointment of Mark Pitt to the AIL Board
Mark Pitt declared an interest in the agenda item and refrained from voting on the resolution.
In accordance with Part C, clause 2 of the AIL constitution, the Board (as shareholder of AIL):
1.
approved the reappointment of Mark Pitt as a director of AIL from 1 May 2023 until 31 October
2023; and
2.
authorised management to do al things and acts (or to procure that they are done), necessary or
desirable, to give effect to these resolutions including, updating the Companies’ Office.
The meeting was adjourned at 9.45am.
The meeting recommenced at 11am. The Board noted that AMEA were due to visit at 12pm and agreed
to reorder the agenda.
ITEM 2.0
STRATEGIC PAPERS / PRESENTATIONS
Item 2.1
ATS Future Services – Key problem statements
Management presented the paper and the ATS Future Services 2033 roadmap noting that the feedback and
questions from the previous meeting had been included in the latest iteration.
The Board had a wide-ranging discussion and provided comprehensive feedback to management on the
problem statements including consider:
• expanding the duration of the strategy to a later date of 2045 to synchronise with other aviation
players;
• inclusion of strategies to increase project delivery resilience to ensure projects are completed in a
timely and exemplary manner;
• s6(a)
• potential ICAO SARPS or other standards or policy in connection development of the digital strategy;
• strategies to further develop the relationship with the CAA to ensure a united approach to
proactively working towards a digital future; and
• how to adapt the existing system for generational change and for a contemporary future aviation
workforce.
The Board discussed other parts of the ATS strategy and gave feedback to management, including
requesting:
• ‘scenarios’ of the future vision be added;
• safety by design to be threaded through the entire strategy; and
• inclusion of strategies to ‘enable’ the future vision.
Katie Wilkinson left the meeting at 11.33am.
Item 2.3
s6(c)&s9(2)(h)
Sharon Cooke and Jamie Gray joined the meeting at 11.33am.
s6(c)&s9(2)(h)
The Board had a separate discussion on Diversity and Inclusion and requested that management consider a
timeframe for advancing the thinking on this topic
Sharon Cooke and Jamie Gray left the meeting at 11.55am.
The Board took a break from 11.55am to 12pm.
Item 2.4
s9(2)(g)(i)&s9(2)(i)
Gavin Fernandez left the meeting at 12.45pm.
The Board reconvened at 1.15pm. The Chair noted the importance and usefulness of the discussions with
AMEA and requested that the CEO update the Board on how the matters discussed were progressing and
any chal enges. The Board agreed to write a short thank you letter and requested that the Company
Secretary work with Jamie Gray to prepare the letter. The Board also requested that Jamie Gray consider
whether there are any other issues that might be impacting AMEA that management could assist with.
ACTION: Thank you letter from the Board to AMEA to be drafted by management on behalf of the Board.
ITEM 3.0
HEALTH AND SAFETY
Item 3.1
Board Company Safety Report & Safety Site visits
Kim Nichols, Geoff Peck and Katie Wilkinson joined the meeting at 1.15pm and presented the paper.
Mark Pitt gave an overview of the discussions at the Safety Sub-Committee (
SSC) the preceding day. The
Board acknowledged that whilst some of the actions regarding safety reporting will be discussed at the SSC,
the Board would benefit from seeing management’s suggested approach to interpreting data.
The Board noted the benefit of attending the company’s Safe Work Observation Program and requested that
management arrange their attendance at forthcoming programs.
ACTION: Management to organise two dates for directors to join the Safe Work Observation program.
The Board
noted the Company Safety Report.
Kim Nichols and Geoff Peck left the meeting at 1.50pm.
ITEM 4.0
PERFORMANCE OVERVIEW & UPDATES
Item 4.1
CEO Executive Summary and Company Performance Report
Jamie Gray joined the meeting at 1.50pm.
The Board discussed the progress on the voice switch issue with the Skyline X System and noted the risk
factors involved with going live before the peak connectivity period. Management advised that they would
revert with a timeline for go live in due course. s6(a)
The Board
noted the CEO Executive Summary and Company Performance Report.
Item 4.6
Cyber Update
Management provided an overview of the proposed cyber security reporting going forward. The Board
noted that one of the directors had been working with Mr Peck on the reporting and that the IoD paper on
cyber security reporting had been considered. The Board endorsed the proposed reporting approach.
The Board
noted the Cyber Update.
Geoff Peck left the meeting at 2.06pm.
Item 4.2
Have Your Say Work Programme Update
Management presented the paper including highlighting the slippages but noting that the program was
broadly back on track. The Board discussed the frequency of surveying staff and potential survey fatigue and
agreed with management’s suggestion to undertake a ful survey in September. The Board stressed the
need to ensure that fol ow up on the results continues to be well communicated to staff.
The Board
noted the Have Your Say Programme Update.
Item 4.3
Customer Update
The Board discussed the paper and requested management to consider whether the customer relationship
should be green or amber. The Board noted the anecdotal positive feedback Board members were receiving
when engaging in the community and with stakeholders.
The Board
noted the Customer Update.
Item 4.4
Sustainability Update
The Board
noted the Sustainability Update including the positive environmental effect of DMAPs in
Wellington of removing 240 cars from the street.
Item 4.5
Noise management/stakeholder engagement
The Board
noted the paper.
Darin Cusack, Katie Wilkinson and Jamie Gray left the meeting at 2.38pm.
Item 4.7
Insurance Update
The Board
noted the Insurance Update.
Item 4.8
Civil Aviation Bil Update
The Board
noted the paper and noted the nexus between the new Act and the ANS Final Report.
ITEM 5.0
PAPERS FOR APPROVAL OR KEY INFORMATION
Item 5.1
Final Price Reset
The Board noted that no feedback had been received from the consultation on the FY24 Price Reset.
The Board
approved the release response document and
approved that no changes be made to the
published prices for the period 1 July 2023 to 30 June 2024.
Item 5.2
ANZ/ICA Amendments
The Board noted that the changes for payment processing were administrative in nature and that the
changes regarding funding were being made to comply with the letter received from the Shareholding
Ministers regarding approval for the s6(c)
.
The Board
approved entry into the
Variation Letter and authorised any two directors to execute the
Variation Letter on behalf of ACNZ.
Item 5.3
2023 IEA Remuneration Recommendations
s9(2)(g)(i)&s9(2)(i)
Item 5.4
Met Service Contract variation
The Board
approved the variation to the contract with the Meteorological Service of New Zealand and
delegated authority to the CEO to execute.
Item 2.2
ANS Review
The Board had a wide-ranging discussion on the ANS report and requested that management give thought to
the areas of opportunity that Airways could proactively show thought leadership and/or commence work in
and/or advance existing work and report back to the Board in June.
The paper was
noted.
ACTION: Management to consider areas to progress potential and workstreams/provide thought leadership.
ITEM 6.0
GOVERNANCE PLANNING AND REVIEW
Item 6.1
Board Workplan 2023 & Proposed agenda topics for future
The Board requested that an update on Kuwait be added to the June AIL agenda. The Board requested
management consider who might be suitable to attend Board meetings and asked that Wisk be invited to
the June Board meeting.
ACTION: Management to add Kuwait to the AIL June agenda.
ACTION: Management to consider potential future Board meeting attendees and to invite Wisk to the June
meeting.
The Board
noted the paper.
Darin Cusack joined the meeting at 4.20pm
Item 6.2
Site Safety Visits Completed and Suggested Locations 2023
The Board reviewed the forward-looking plan to review safety site visits and requested that visits to Ohakea
and Palmerston North be booked for July for Denise Churches and Terence Paddy.
ACTION: Management to arrange site visits to Ohakea and Palmerston North be booked for July for Denise
Churches and Terence Paddy.
Item 6.3
Board Development update
The Board
noted the paper and the Chair requested that directors advise her as soon as possible (and
before year end) if they wish to attend a Board Development Course.
Item 6.4
2024 Board Meeting Dates
