MINUTES
BOARD OF DIRECTORS OF AIRWAYS
CORPORATION OF NEW ZEALAND LIMITED
Date & time
Wednesday 27 September 9 00am – 4 30pm
Location
Airways Corporation, Auckland
Chair
Denise Church
Com
Fiona Shine, Head of Legal & Company Secretary
Directors
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 Nichols, Head of Safety and Assurance
James Evans, General Manager Air Traffic Services
Sharon Cooke, CEO Airways International Limited
Geoff Peck, Chief Information Officer (virtual)
Guests
Sally Williams, Manager HR Business Partnering and
Employment Relations (virtual)
s9(2)(a)
, CEO & Co-Founder, Presage
s9(2)(a)
, SME Utilities, Presage
s9(2)(a)
Director of Analytics, Presage (virtual)
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Apologies
Mark Hutchinson (Special leave of absence)
0.1
BOARD ONLY TIME
The Board and Chair met alone from approximately 9 00am - 9 30am
0.2
BOARD AND CEO ONLY TIME
The Board and CEO met alone from approximately 9 30am – 10 15am
s9(2)(g)(i), s9(2)(i)&s6(c)
0.3
Board Charter & Nominations Committee
Fiona Shine joined the meeting at 10 15am
The Board had a fulsome discussion on the Board Charter and associated documents and
provided feedback for inclusion The Board requested that the Board Charter and associated
documents be updated in light of the feedback and the next iteration be presented to the
November Board meeting ACTION The Chair requested that any further feedback be
provided to the Company Secretary within 7-10 days ACTION
The Board discussed the recommendation to establish a Nominations Committee
The Board approved the establishment of a Nominations Committee and appointed
Gavin Fernandez, Danny Tuato’o and Denise Church as Committee Members.
The Chair emphasised that, as for other Committees, any director may attend a Nominations
Committee meeting
The Board endorsed, in principle, the Nomination Committee Terms of Reference but
requested that the Nomination Committee hold an inaugural meeting in November and
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give further consideration to the Terms of Reference and then refer them back to the Board
for formal approval ACTION
0.4
Strategic Risks and Opportunities
The Board noted that a fulsome discussion had taken place the night preceding the Board
meeting and earlier on in the Board meeting during Board and CEO only time The Board
discussed the upcoming strategy day and requested that climate change and mitigations be
included as a bullet points (in the questions and discussion section) and contributors be
advised that this should form part of the discussions ACTION
The Board requested that the CEO determine whether Ben Girard can attend for the day
virtually ACTION
The Board broke for morning tea at 10 40am and reconvened at 11am
1.0
Board Matters
1.1
Continuous Disclosure
s6(c),s9(2)(g)(i),s9(2)(i)&s9(2)(h)
1.2
Register of Directors’ Interests
The Board noted Darin Cusack’s interest in Hawkes Bay Airport and agreed to consider
at the time that that paper referencing Hawkes Bay Airport is discussed
The Board noted the Register of Directors’ Interests.
1.3
Minutes of Board Meeting 30 August 2023
Subject to a minor amendment, the Board approved the minutes of the previous
ACNZ Board meeting held on 30 August 2023 as a true and correct record of that
meeting.
1.4
Matters
Arising and Action Items
The Board noted that the customer survey action had evolved since the initial request and
requested that the action be updated and management prepare a short form strategic
update on customer relationships including anything arising from the customer survey
ACTION
s6(c)&s9(2)(h)
The Board noted the Matters Arising and Action Items from the 30 August 2023 Board
meeting.
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1. Strategy Presentations
2.1
Collective Bargaining Update
Jamie Gray joined the meeting at 11 10am
Management presented the paper The Board had a fulsome discussion, including on the
questions raised and provided feedback to management
The Board agreed that it was broadly comfortable with the direction being taken and
requested that management provide updates in due course
The paper was noted.
Jamie Gray left the meeting at 11 40am
The Board broke for a break at 11 40am and reconvened at 11 50am
2.2 Presage – Safety Culture Programme Update
Kim Nichols, James Evans, Jamie Gray, s9(2)(a)
joined the meeting
The Board noted that the business were at the end of the major work project undertaken
with Presage s9(2)(a)
presented the draft report
and had a detailed discussion with the Board about the content and next steps to ensure
that the positive momentum continues
The paper was noted.
The Board thanked s9(2)(a)
for joining the
meeting
The Board broke for lunch at 1 20pm
2. Health and Safety
3 1 Company Safety Report and Site Safety Site Visits – August 2023
The Board reconvened at 1 55pm Geoff Peck, Kim Nichols and James Evans joined the
meeting
Management presented the Company Safety Report
The Board discussed potential next steps with regards to the Presage report The Board
noted management’s assurance that work was already underway to address matters raised
in the draft report and that actions will be correlated with survey results to determine
whether there are any residual matters Management advised that they will take time to
reflect and debrief with the ELT and will re-survey internally, with a further external Presage
Survey in 18-24 months
Management provided an update on the asbestos matter The Board noted that the Safety
Committee had had discussions regarding the asbestos including historic exposure and
requested that the Safety Committee consider whether, given the understanding of risk and
PAGE 4 / 11
exposure, management should review historic advisories and communications on asbestos
ACTION
The Board requested that management ensure that disclosure is made to Airports of any
assets included in the APLE sale which contain asbestos ACTION
The paper was noted.
3. Performance Overview and Updates
4 1 CEO Ex ecutive Summary and Company Performance – August 2023
Darin Cusack reported his interest in Hawkes Bay Airport for the purpose of discussion
on APLE The Board agreed that the nature of the discussions did not present a conflict
and that Mr Cusack could be present for those discussions
The CEO presented the CEO Report and highlighted the key points including
• s9(2)(g)(i)&s9(2)(i)
• Crisis planning The Board requested that management consider whether a crisis
management exercise should be scheduled ACTION
The paper was noted.
4.2 Learnings from Recent Weather Events Update
Darin Cusack reported his interest in Hawkes Bay Airport The Board agreed that the
nature of the discussions did not present a conflict and that Mr Cusack could be present
for those discussions
Management advised that a further update would be provided in 6-8 months and that a
review of national critical infrastructure should be included in the discussions on the
ANSP Review
The paper was noted.
4 3 Update on Go Live
Management provided a verbal update reporting that
• Intention is to go live on 28 October,
• safety case complete and sent to CAA
• training is underway
PAGE 5 / 11
• voice switch has passed all tests
The Board noted the verbal update.
Geoff Peck left the meeting at 2 40pm Jamie Gray joined at 2 40pm
4 4 Briefing to the Incoming Ministers
Management highlighted the key points in the paper noting that the purpose was to
give the incoming Minister sufficient information to meet their needs The Board
provided feedback for the final draft to be presented to the Board
The Board
1 approved in-principle the draft Briefing to Incoming Ministers.
2 approved in-principle the draft cover letter to incoming Minister of Finance
and Minister for State Owned Enterprises.
3 noted the final cover letter and Briefing to Incoming Ministers will be
presented at the October Board Meeting.
4 5 AMEA Collective Bargaining Mandate
Sally Williams joined the meeting at 2 45pm
s9(2)(i)&s9(2)(j)
PAGE 6 / 11
4.6 ATS Work force Planning Proposal
Management presented the paper noting the purpose was to ensure resilience within
the system The Board had a discussion on current resourcing levels, retention, attrition
rates and rationale for leaving The Board urged management to explore all
opportunities to strengthen resilience The Board noted that ATS were working with AIL
to determine training capacity and whether it was possible to increase the cohort of
students
The Board noted the ATS workforce planning proposal to enhance ATS resilience
and support Airways strategic initiatives.
The Board noted that the proposal is to add 20 additional controllers and that
management is working through the cost impacts of this proposal and will come
back to the Board for approval in October
The Board broke for afternoon tea at 3 15pm and reconvened at 3 25pm
4. Papers for Approval or Key Information
5.1
Insurance Renewal
Management presented the paper noting that it had been discussed in depth prior to the
meeting with an AFC Committee member The Board discussed the proposals and raised
questions with management
The Board
1. s9(2)(i)
PAGE 7 / 11
s9(2)(i)
5.2
ACNZ – AIL Letter of Comfort for Airshare
The Board approved the letter of comfort and authorise two directors to sign on
behalf of ACNZ
5.3
ICA Loan Facility Agreement
Management presented the paper highlighting that as at 30 August 2023 ACNZ is
compliant with its financial covenants with ANZ and is not forecasting a breach of the
financial covenants in the future so the waiver is no longer required
Directors resolutions:
PROPOSED DOCUMENT / TRANSACTION
A
s9(2)(i)
PAGE 8 / 11
B s9(2)(i)
It was noted that
1 No Director is interested (as that term is defined in section 139 of the Companies
Act 1993 (Companies Act)) in the s9(2)(i)
2 After making due enquiry and considering all relevant factors, it has been
determined that the s9(2)(i)
does not constitute a
“major transaction” for the purposes of section 129 of the Companies Act.
3 The s9(2)(i)
does not include or involve any provision by
the Company (directly or indirectly) of financial assistance (as a matter of New
Zealand law) for the purpose of, or in connection with, the acquisition of a share
issued or to be issued by the Company.
4 No Director is aware of any proceedings or formal steps having been taken to
appoint a receiver to the Company, nor of any liquidation or dissolution
proceedings that have been commenced by any person against the Company, or
that are intended or anticipated by the Company.
It was resolved that
1 After due consideration and taking into account all relevant factors, it is the
opinion of the Directors at the meeting that:
1.1 the Company is able to pay its due debts;
1.2 the Company will be able to pay its due debts when it enters into the s9(2)(i)
;
1.3 by entering into the s9(2)(i)
and its obligations under it,
the Company is not about (and does not intend) to incur debts, or believes
(acting reasonably), that it is incurring debts, beyond its ability to pay;
1.4 the Company is not engaged, or about to engage, in a business or transaction for
which the remaining assets of the Company are unreasonably small, within the
meaning of section 346 of the Property Law Act 2007; and
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1.5 the Company has, by entering into the s9(2)(i)
, no
intention to prejudice any creditor (within the meaning of Part 6 of the Property
Law Act 2007.
2 After due consideration and taking into account all relevant factors it is the
opinion of the Directors present at the meeting that:
2.1 the Company’s entry into and performance of its obligations under the s9(2)(i)
is in the best interests of the Company; and
2.2 the Company has received, is receiving or will receive fair value under the s9(2)(i)
and the obligations assumed under it.
3 Having taken into account all relevant factors, the Directors at the meeting are
satisfied that the value of the consideration or benefit received, or to be received,
by the Company under the s9(2)(i)
is not less than the
value of the consideration provided, or to be provided, by the Company.
4 After making due enquiry, each Director present at the meeting is exercising its
powers, in relation to approving the s9(2)(i)
, for a proper
purpose in accordance with section 133 of the Companies Act.
5 The s9(2)(i)
is approved.
6 The Company enter into, execute and perform its obligations under the s9(2)(i)
7 Any two directors of the Company, acting together, are authorised to enter into
the s9(2)(i)
on behalf of the Company.
The Board meeting paused at 3 55pm to convene an AIL Board meeting and reconvened at
4 50pm
5. Governance Planning and Review
7.1 Board Work plan 2023 and Proposed Topics for Future Meetings
The paper was noted.
7.2 Site Safety Visits Completed and Suggested Locations 2023
The paper was noted.
7.3 Board Dev elopment Update
The Board noted that this will be moved to the Nominations Committee meeting for
November ACTION
The paper was noted.
7.4 Safety Sub Committee Minutes of Meeting – 17 May 2023
The Board ratified the minutes of the Safety Sub Committee meeting held on 17 May
2023.
7.5 End of Meeting Reflection
The Board reflected on the discussions of the day
Close of meeting
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