MINUTES
BOARD OF DIRECTORS OF AIRWAYS
CORPORATION OF NEW ZEALAND LIMITED
Date & time
Wednesday 30 August 8 30am – 4 30pm
Location
Charlie meeting Room, Airways Offices, , Christchurch
Chair
Denise Church
Minute taker
Fiona Shine, Head of Legal & Company Secretary
Directors
Denise Church (Chair)
Mark Pitt (Deputy Chair)
Darin Cusack
John Holt
Gavin Fernandez
Terry Paddy
Danny Tuato’o
Lisa Jacobs
Attendees
James Young, CEO
Erin Lee, Acting Chief Financial Officer
Jamie Gray, General Manager People and Partnerships
Kim Nicholls, Head of Safety and Assurance
James Evans, General Manager Air Traffic Services
Sharon Cooke, CEO Airways International Limited
Sally Williams, Manager HR Business Partnering and ER
Justine Whitfield, Head of Products (AIL)
Johl Steel-Brown, Manager ATS Future Services
Jennifer Nepton, Manager Air Traffic Services Development
Vaughan Hickford, Manager Enterprise Architecture and Networks
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Guests
s9(2)(a)
, NZALPA ATC Director
s9(2)(a)
-Johnston, NZALPA Admin Head
s9(2)(a)
, NZALPA Technical Officer
s9(2)(a)
, NZALPA Industrial Officer
s9(2)(a)
, Treasury, Manager, Governance & Appointments
s9(2)(a)
Treasury, Snr Advisor, Governance and Appointments
Apologies
Mark Hutchinson (Special leave of absence)
0.1
Board only time
0.1
Board only time
The Board and Chair met alone from approximately 8 30am – 9am
0.2 Board and CEO only time
The Board and CEO met alone from approximately 9am – 9 45am
0.2A CEO Performance and Payment of Short Term Incentive
The paper was considered in Board only time, and recommendations as set out in the
paper were approved. The Board also endorsed proposed CE KPIs for FY 24, with a minor
amendment to the section on sustainability, and supported the proposed CE development
initiatives
1. Board Matters
1.1
Continuous Disclosure
No matters were disclosed
1.2
Register of Directors’ Interests
The Register of Directors’ Interests was noted
1.3
Minutes of Board Meetings held 21 June, 5 July and 8 August 2023
The minutes of the previous ACNZ Board meetings held on 21 June,5 July and 8 August
2023 were a pproved as true and correct records of those meetings
1.4
Matters Arising and Action Items
The Matters Arising and Action Items from the 21 June 2023 Board meeting were noted
The Board broke for morning tea with NZALPA from approximately 9 45am – 10 00am
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2. NZALPA Visit
2.1
Meeting with NZALPA
The meeting recommenced at 10am
s9(2)(j)
The Board and NZALPA agreed that as a result of the increased engagement, the
relationship between NZALPA and management had improved The Board thanked
NZALPA for attending The NZALPA representatives were invited to join the board for the
presentation and discussion on Auckland Digital Tower , Sally Williams and Jamie Gray left
the meeting at 10 50am
3. Strategic Papers / Presentations
3.1 Auckland Digital Tower
James Evans, Mark Parsonage and Tim Bradding joined the meeting at 10 50am
Management presented a detailed overview of the slides and discussion commenced
including on
• s9(2)(g)(i)
ALPA representatives contributed to the discussion on issues and opportunities and, with
James Evans, Mark Parsonage and Tim Bradding, left the meeting at 11 50am
The paper was noted
3.2 UTM Update
Jennifer Nepton, Johl Steel-Brown and Justine Whitfield joined the meeting at
11 56am
The Board noted that the purpose of the paper was to address an action item
Management presented the paper and the Board had a wide ranging discussion on
the questions posed in the paper
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The Board acknowledged that this is an emerging and changing field and noted the
importance of working out where Airways should take responsibility as a thought
leader and where it should be a fast follower The Board requested that management
provide regular updates on this topic ACTION
The paper was noted
Jennifer Nepton, Johl Steel-Brown and Justine Whitfield left the meeting at 12 45pm
4. Treasury Visit
The Board broke for lunch with representatives from Treasury from approximately 12 45pm
– 1 15pm
4.1 Capability and Governance approaches
The Chair welcomed the Treasury representatives The Treasury representatives
provided an overview of the background, structure and positive changes to the
capability and governance team It was reported that likely future focus topics of
interests for the capability and governance team would be conflict of interests, code of
conduct, political neutrality, future directors and succession planning
The Treasury representatives left the meeting at 1 50pm
5. Health and Safety
5.1
Company Safety Report and Safety Site Visits – July 2023
James Evans and Kim Nichols joined the meeting at 1 50pm
The Chair of Safety Committee gave an update on the fulsome discussions at the
preceding day’s SSC meeting
Management reported on matters since the SSC including
• s6(c)
• SMS Dashboard, trending up albeit still red Actions completed but not yet
closed due to workload of team
Directors queried the naming conventions of the two similar Auckland STARs (Standard
terminal arrival routes) and requested that management consider whether these be
changed so that they are less confusing ACTION
The Company Safety Report was noted
Kim Nichols and James Evans left the meeting at 2 07pm
6. Performance Overview & Updates
6.1
CEO Executive Summary and Company Performance – July 2023
The CEO highlighted the key points
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The Board requested that the figures for achieved v target for the carbon reduction be
checked ACTION
The CEO Executive Summary and Company Performance Report was noted.
7. Papers for Approval or Key Information
7.1 WAN Network Equipment Lifecycle BIC Memo
The Board discussed the paper and requested that management consider whether
earthquakes are included within the definition for natural disasters ACTION
The Business Investment Case for the WAN Lifecycle project was a pproved
Subject to securing reasonable commercial terms, the Board delega ted to, and
authorised, the CEO to enter into and execute the contract
7.2 FY23 IEA Remuneration Review
Jamie Gray joined the meeting at 2 30pm
The Board noted that the recommendations had been discussed and endorsed by the
People and Capability Committee The People and Capability Chair gave an overview of
the discussions
1 The FY23 remuneration review outcomes were a pproved.
2 The use of the requested drawdowns from the CEO Discretionary Fund was
approved.
3 The payment of 2022/23 Variable Performance Component for Airways
International Limited was a pproved.
7.3 Final 2023 – 2023 Annual Report
Erin Lee joined the meeting at 2 36pm
The Board noted that the AFC had reviewed the Report in detail and provided feedback
which had been incorporated into the latest draft
The Acting CFO reported that PwC had provided an updated addendum to their audit
report reflecting a change to note 10 (restated PPE/intangibles/WIP balance), confirmed
that the tables in the Annual Report would be updated and the change had already been
updated in the representation letters for signing The Board noted that the Addendum to
the Audit and Finance Committee Report would be circulated via email after the meeting
1 The Annual Report and group financial statements were reviewed and a pproved;
2 The annual group results announcement for Treasury was reviewed and a pproved;
3 The media release was reviewed and approved;
4 The representation letter to be signed by Management was reviewed and
a pproved
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5 The audit representation letter required by PricewaterhouseCoopers was
a pproved
and any two directors were authorised to sign; and
6. The final PwC Audit Report was noted
Jamie Gray left the meeting at 2 50pm
7.4 PWC 2023 Amended Engagement Letter
The amended PWC Engagement Letter was approved.
7.5 Student Fee Protection Trust Audit
The PwC independent assurance review of the Student Fee Protection Trust was approved
and the Board Chair and Chair of the AFC Committee were authorised to sign the Audit
Representation Letter in support
7.6 NZ Defence Force Variation
The variation to the New Zealand Defence Force Agreement was approved and authority
was delegated to the ACNZ CEO to execute Variation Six to Agreement 11912
The Board broke for afternoon tea from approximately 3 00pm – 3 15pm
8. AIL Meeting
The Board paused the meeting at 3 15pm to hold an AIL Board meeting
The meeting recommenced at 4 20pm
0.3 Strategic Risks and Opportunities
The Board gave feedback on the proposed strategy day topics and requested that the CEO
update the paper with key questions and topics and circulate ACTION
9. Governance Planning and Review
9.1 Board Work plan 2023 and Proposed Topics for Future Meetings
The paper was noted
9.2 Site Safety Visits Completed and Suggested Locations 2023
The Board requested that all Board visits are recorded in the table (not just safety site
visits) ACTION
The paper was noted
9.3 Board Development Update
The paper was noted
.
9.4 AFC Minutes of Meeting – 17 May 2023
The Board ratified the minutes of the Audit and Finance Committee meeting held on
17 May 2023 as a true and correct record of that meeting
9.5 End of Meeting Reflection
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