1 July 2015 ANNUAL GENERAL MEETING -AGENDA

Transcription

1 1 July 2015 ANNUAL GENERAL MEETING -AGENDA Notice is hereby given pursuant to Rule 29 of an intention to hold an Annual General Meeting of the members of Aviation New Zealandon Wednesday 1 July 2015 Rydges Hotel, Queenstown. 1. Present 2. Apologies 3. Consideration and adoption of the Minutes of the previous meeting dated Monday 21 July 2014 (Appendix 1) 4. Consideration and Acceptance of Chairman s Report 2015 (Appendix 2) 5. Acceptance of the Consolidated Statement of Accounts and Balance Sheet for the Year March 2015 (Appendix 3) 6. Appointment of Auditor for the Year 2015/16 It is recommended that Moore Stephens Markham be reappointed as the Aviation NZ auditors for the Financial Year 2015/16. The Aviation NZ Governance Council, after advice, will determine whether a full audit or review is necessary. 7. Aviation NZ Subscriptions A proposal to increase Aviation NZ subscriptions by between CPI and 5% as considered appropriate by the Aviation Governance Council at the meeting prior to the end of the Financial Year March A rebate may apply to all member subscriptions paid prior to the due date. The Aviation Governance Council be authorised to conduct a full review of the Aviation NZ subscription structure to create a simplified and more equitable charging structure to be implemented for Financial Year Election of Officers for the Vacancy of Vice President The only valid nomination received by the due date is for Mr Lloyd Matheson who is duly appointed Vice President. Aviation NZ AGM Papers 1 July

2 Mr Kevin England also continues to serve as Vice President for the remainder of his term. 9. Notice of Motion - Aviation Council (Appendix 4) This notice of motion proposes a return to the Aviation Council model. The Council and Governance Board support the return to a single governance structure for Aviation NZ and support this motion. Recommendation That the members vote for this motion. 10. Notice of Motion Procedural Items (Appendix 5) This notice of motion proposes a number of procedural items. The Council and Governance Board support this motion and recommend that point 2 in the Notice of Motion be slightly amended to clarify that Council, as the elected representatives of the members under the Constitution, should alsobe authorised to make relevant decisions by majority vote in addition to a General meeting. This will also avoid the significant expense and inconvenience to members of calling a General Meeting. Recommendation That the members vote for this motion, including the clarificationoutlined above. 11. General Business Samantha Sharif Chief Executive Aviation NZ AGM Papers 1 July

3 Minutes of 2014 AGM Appendix 1 MINUTES OF THE AVIATION INDUSTRY ASSOCIATION (INC) TRADING AS AVIATION NEW ZEALAND ANNUAL GENERAL MEETING HELD AT WESTPAC STADIUM WELLINGTON, MONDAY 21 JULY PRESENT: K MacKenzie (Vice President) MacKenzie Aviation Limited Kevin England (Vice President) Air Hawkes Bay Limited Members: J Bargh Bargh& Gardner Aviation Ltd P Bargh Bargh& Gardner Aviation Ltd E Burtenshaw Air New Zealand A Beck Beck Helicopters A Beazer AMC Legal A Bostock ArdmoreAirport E Burtenshaw Air NZ I Calvert ArdmoreFlyingSchool T Ciprian Aviation NZ J Cook JC Aero Ltd N Cresswell Rural Aerial Co-op K England AirHawkesBay J Funnell HS BOP R Graham Shoreline Helicopters Ltd M Griffiths Hawker Pacific NZ A Hogarth Farmers Air Ltd J Jones Board Member L Jooste Aeromotive Ltd R Kittow Waytogo Heliservices K MacKenzie MacKenzie Aviation P MacKenzie MacKenzie Aviation I Mackie Air NZ G Martin Board Member L Matheson Southern Lakes Helicopters Ltd T Michelle Amuri Helicopters N Miller Super Air Ltd D Morgan Air NZ D O Reilly Aviation NZ B Peterson Aerospread Ltd B Robertson Aviation Teknology T Shaw Aviation Trader J Sinclair Life Member S Tambisari Saniti C Thompson Flight Interiors Aviation NZ AGM Papers 1 July

4 D Thompson Dennis Thompson International Ltd P Turnbull Northland Emergency Services Trust D Volkerling Northland Emergency Services Trust B Whelan Peet Aviation T Williams Aviation NZ J Wyllie Flightcell Others: S Sharif CEO J Nicholson General Manager 2. APOLOGIES Members: B Brownlie ASL M Gordon Hawker Pacific NZ B Heesterman ASL P Moore Gisborne Helicopters M Newman ArdmoreFlyingSchool D Webb Vinastra G Biel Heliharvest Ltd It was moved that the above apologies be accepted. MOVED: Tom Williams SECONDED: John Jones CARRIED 3. MINUTES OF THE MEETING It was moved that the Minutes of the Annual General Meeting held in Dunedin on 21 June 2013 be accepted. 4. MATTERS ARISING FROM THE MINUTES OF THE MEETING There were no matters arising from the minutes of the previous meeting. MOVED:Ken McKenzie SECONDED:Errol Burtenshaw CARRIED 5. THE 2014 ANNUAL REPORT The Chairman spoke to his Report as published in the 2014 Annual Report. It was moved that the Chairman s Report be accepted. Aviation NZ AGM Papers 1 July

5 MOVED:John Jones SECONDED: Kevin England CARRIED 6. STATEMENT OF ACCOUNTS AND BALANCE SHEET FOR YEAR MARCH 2014 The Financial Statements were published in the 2014 Annual Report and circulated to members, along with commentary on the financial position. The Chairman spoke briefly to the accounts noting that the AIA incurred a loss of $66,788 for the year ended 31 March 2014, and, as of that date, the Association s current liabilities exceeded its current assets by $111,851. This has raised questions about our ability to continue as a going concern and bold action is needed and is being taken to ensure our future viability. 7. APPOINTMENT OF AUDITOR FOR THE YEAR 2014/2015 MOVED : Gordon Alexander SECONDED : Tom Williams CARRIED The Chairman advised that Aviation NZ s present auditors were available for reappointment. It was proposed that Moore Stephens Markham be reappointed as Aviation NZ s auditors. The Governance Board, after advice, will determine whether a full audit or review is necessary. 8. ELECTION of President MOVED: Lloyd Matheson SECONDED: Ian Calvert CARRIED The only valid nomination received by the due date is for Mr Don McCracken, who is duly appointed President. 9. ELECTION Vice President Mr Kevin England is retiring by rotation and being available for re-election was duly reelected being the only valid nomination received for Vice President. Mr MacKenzie also continues to serve as Vice-President for the remainder of his term. 10. PROPOSAL FOR CONSTITUTIONAL CHANGES The motion was proposed that the following constitutional amendment be adopted: o The separation of AEANZ from Logistics. PROPOSED: Martyn Griffiths Aviation NZ AGM Papers 1 July

6 SECONDED: Bruce Robertson 11 CONSIDERATION OF AN ADJUSTMENT TO SUBSCRIPTIONS FOR THE 2013/2014 FINANCIAL YEAR Carried It is proposed to increase Aviation NZ subscriptions by a CPI adjustment if considered appropriate by the Governance Board at the meeting prior to the end of the Financial Year March A rebate will apply to all member subscriptions paid prior to the due date. 12. GENERAL BUSINESS MOVED: John Jones SECONDED: Ian Calvert CARRIED 12.1 AAA Subscription Review The AAA Executive Officer queried whether any progress had been made with reviewing AAA Subscription Levels. The CEO responded that this was being progressed with the AAA Executive and a proposal would be brought to the next AGM for member approval Aviation NZ Governance Structure A paper prepared by Ashok Poduval was outlined by the President. The President advised he would work with the Chairman to ensure a close relationship between the Board and Council going forward Nomination for Life membership No nominations for Life Membership were received. 12.4Vote of thanks the Chairman proposed a vote of thanks to all of the Aviation NZ staff who had worked so hard to make the Summit a success. 13 CLOSURE The Meeting closed at Certified as a true and accurate record of the meeting. Chairman:. Date:. Aviation NZ AGM Papers 1 July

7 Chairman s Report 2015 Appendix 2 Last year, I began my report by referring to the reasons for the restructuring in late 2013, outlined the operational and financial challenges we faced, and explained the need for some radical new thinking to drive Aviation New Zealand forward without losing the focus of being a membership organisation. 12 months on, we are not yet out of the woods but we are making progress in turning the organisation around. The key things that we know you want from us are: Keep the member at the centre of everything we do Advocacy on the central issues for you and our industry Advice on key topical issues Reduce compliance costs Save you money Grow your business and the industry To achieve these things we need a strong and sustainable Aviation NZ How have we performed against these goals? Keep the member at the centre of everything we do We are finalising our Strategic Plan which is focussed on this goal to ensure that everything we do serves our members and that we focus our resources on the key industry issues We ll share this with you in Queenstown. The AGM proposal to create the Aviation Governance Council as the governing entity for Aviation NZ will also ensure that the member voice is strongly and directly heard. Advocacy on the central issues for you and our industry Advice on key topical issues We provided submissions on a wide range of key issues during the year, including: The CAA Act Review The CAA Funding Review Recognition of overseas medical licenses Clear Heads - drugs and alcohol The new HSE Reforms and the role of Worksafe NZ New Southern Skies Amended and new Rules for UAVs LIB 4 Aviation NZ AGM Papers 1 July

8 We are regularly interviewed by media on key industry issues, including: TV1, TV3, Radio New Zealand, Radio Live and the NBR where we are able to make sure your views are heard. We also issue frequent Press Releases on key industry issues to promote confidence and support for our industry. We have regular articles in industry publications - Airwaves in Australia, Kiwi Flyer and Asian industry journals. Our weekly enewsletter is seen as the source of aviation information and now goes to over 1500 aviation industry stakeholders. We regularly provide free mentoring and advice to our members on industry issues and our Divisions are particularly active here. We also provide cost-effective tools to members to help make compliance as straightforward as possible, such as AIRCARE and Auditz. We also plan to launch a member Helpline in Reduce compliance costs This remains a key industry issue and in all of our submissions we reiterate the burden of compliance on industry. We are pleased to be seeing successes, such as the reduction in medical licence fees going forward and the removal of GST on B2B training contracts as highlighted below. We are also working actively with Worksafe NZ and CAA to ensure the new HSE regime does not impose unnecessary additional compliance costs on industry. Key Success: Government removed GST on B2B training contracts with overseas parties from 1 April We re now seeing trainers looking to develop new B2B customers and the NZ training offer is more competitive. Save you money Offering the best value we can to you our members is of course critically important to us. We reviewed member benefits during the year, based on feedback from the member questionnaire last April and feedback from last year s Leadership Summit. The average member pays an annual subscription of $1560 and receives annual benefits per year of $7026. Have a look at the attached member benefits document which we ve prepared to show the value we can provide to you (Annex 1). This year we are developing strategic relationships with our sponsors also to ensure we deliver on their expectations, as well as ensuring by their continued support that we can keep our costs to members as low as possible for our services. Aviation NZ AGM Papers 1 July

9 Grow your business and the industry We have a strong focus on engaging with Government and its agencies to channel their resources to support strong industry growth in line with the Government s policy agenda. We are re-engaging with NZTE at a strategic level on its coalitions strategy following a number of personnel changes in that organisation. We also work with the following groups to advance NZ aviation: Ministers; Parliamentary Select Committees; Ministries of Transport, Education, Conservation, Foreign Affairs and Trade, Business Innovation and Employment; CAA, NZ Trade and Enterprise, Callaghan Innovation, NZQA, TEC and Education New Zealand; Business New Zealand and of course other stakeholders. We hosted networking business functions and meetings in Christchurch in May (courtesy of Airways NZ) and Auckland in December (courtesy of Air New Zealand Aviation Institute), in Ohakea in September (courtesy of RNZAF), the Annual Stakeholders Function in Wellington in November, the inaugural meeting of Women Leaders in Aviation in December and at the RPAS Workshop with Wings over Wairarapa in January. Further highlights of each Division s key activities during the year are in Annex 2. To achieve all and any of these things we need a strong and sustainable Aviation NZ. We are very grateful for your support during the year and in particular those who contributed significant resources to the success of our organisation and those members who responded to our request for donations. We received $18,000 in donations, which was a significant contribution towards our financial sustainability but more remains to be done. The Board is confident we are on the right transition path to a strong and sustainable Aviation NZ, but we are not completely out of the woods yet. Given our ongoing negative working capital position, we have been looking at other options to raise funds during the year, including potentially selling down part of our shareholding in ASPEQ. See further Finance Report at Annex 3. Operating divisions at year end were: AAA, Logistics, NZHA, Training & Development and UAVNZ. Given that we ve been brought up in the age of manned flight, it was critically important that when an organisation was set up to champion safe unmanned flight, that it became a part of Aviation New Zealand. We were very pleased that UAVNZ became part of Aviation NZ in December with strong support from Callaghan Innovation. The Governance Board changed during the year. Teresa Ciprian (independent) stepped down during the year. Other Board members this year were: David O Reilly (independent), Air Vice Marshal Mike Yardley, John Jones, Tom Williams, Capt David Morgan and Bruce Heesterman. Aviation NZ AGM Papers 1 July

10 I would like to thank our President during the year, Mr Don McCracken, Council members, the outgoing Governance Board, all our members and stakeholders and the Aviation NZ office team for their dedication, understanding and commitment in the past year. Graeme Martin Chairman Aviation New Zealand Aviation NZ AGM Papers 1 July

11 Member v non-member Benefits Annex 1 Aviation NZ AGM Papers 1 July

12 Highlights of 2014/5 year per Division Annex 2 Key highlights of each Division is below. More detail is in each Division s Report to its members. NZHA Emergency Location of Aircraft encouraged CAA to prefer satellite tracking systems rather than ELTs. Over Water Operations- Comms - petitioned CAA for an exemption to CARs to permit the use of satellite telephones as an acceptable means of communications for flights in excess of 30 minutes from land. Search & Rescue Standards we are pushing back on new SAR standards which are not necessary for aviation, eg Human Sling Loads and Rescue Swimmers. Risk Assessments pushing back on additional written risk assessments which don t aid safety. Safety Bulletins - NZHA in conjunction with CAA have now produced four Safety Bulletins building on the accident analysis work we completed a year ago. These bulletins are finding favour not only in NZ but overseas as well. 135 Sector Risk Profile - Unfortunately there have been an unusually large number of accidents in the ATO and CTO sectors especially in CAA is now running its second Sector Risk Profile and we will actively engage with CAA in that process. EMS Sub Committee - watching brief to ensure Air Ambulance Standards and flight crew safety are not compromised RNZAF NZHA liaison Close link with HAI (Helicopter Association International) NZAAA Compliance costs tools to help, eg cloud based management tools from our members such as Auditz. Agricultural Aviation Sector Risk Profile - The Ag Aviation Sector was the first sector to have a risk profile completed. Some 16 risks were identified and measures put in place to address these. NZAAA has developed an Industry Operational Standard currently awaiting CAA approval. Aviation NZ AGM Papers 1 July

13 Accident Analysis the first Agriculture Sector Safety Bulletin will be published this month. The AAA Sector fatal accident rate has showed continuous improvement since 2003, but is still too high and we continue our efforts to reduce it. Wires NZAAA s Down to the Wire campaign has been running for four years with the goal to get landowners to lower their wires they are a serious hazard and unfortunately continue to result in aviation fatalities. TiSR The lack of a tamper resistant time in service recorder is the number one risk in the AAA sector risk profile. NZAAA is helping to lead the project to develop one. AAA members have provided funds to scope the project and we are underway. Fatigue Risk Management (FRM) We have developed a free FRM for members and it is approved by CAA s HSE Unit. We participate on CAA s FRM Panel to ensure members get a realistic outcome. Pilot Chemical Rating NZAAA has developed a better alternative to the National Certificate in Agrichemical Application. This course is not unit standard based so trainers do not have to meet and pay for the NZQA audits. This is also still awaiting CAA approval. Regional Council Rules - we continue to engage with as many councils as possible in the development of their Air and Water Plans using our Guidance Note to assist. AIRCARE AIRCARE is a key tool to meet CAA SMS compliance requirements if you have AIRCARE, you already comply. TB Free is now requiring AIRCARE Accreditation as assurance that best practice is being delivered. Logistics We have been involved in a number of issues that affect us as an industry. These include; Drug and Alcohol legislation, Part 147 and 66 changes (as they impact the maintenance organisations), legislative requirements for Suppliers, the introduction of UAVs into the aviation sector and the ongoing maintenance requirements. Now AEANZ is no longer a part of Aviation NZ, the division is focusing more on organisational issues, with much more clarity and similarity between the business needs of members. Aviation NZ AGM Papers 1 July

14 Training & Development We further developed the database on the health of the training industry progress was possible following discussions with TEC and Ministry of Education, who helped reformat a questionnaire used in the previous year. The aggregated information was shared with the industry and agencies. This helped improve the standing of Aviation NZ with the agencies as an independent provider of credible information. A risk profile framework for the training industry was developed and is now updated at divisional meetings. It gives us a quick appreciation of the current state of the industry and quickly identifies issues that need to be progressed. Integrated professional pilot training programme (medium term). An outline programme, which CAA can probably implement through a policy change was developed. The programme can be adopted on a voluntary basis - it is only for those companies training airline pilots. It will improve the efficiency of training, enhance the competitiveness of the training offer and help those companies seeking business with international airlines. We spent time during the year developing formal and informal relationships with TEC, Ministry of Education and the NZ Immigration Service. UAVNZ In December UAVNZ was officially formed as a division of Aviation NZ bringing administrative support, membership services, and existing relationships with the wider aviation community. UAVNZ and Callaghan Innovation supported the establishment of the Airways website which has gained positive feedback from many operators. The Shared Skies symposium and industry tradeshow in January 2015, supported by UAVNZ, Callaghan Innovation, Aviation NZ and the Royal Aeronautical Society, was another great event connecting research groups, system suppliers, operators, and customers with over 230 attendees. The Association has been actively engaging with the CAA to ensure future Civil Aviation Rules provide an effective level of safety while allowing commercial operations to prosper. We ve been disappointed to see the final rule differ from CAA s published response to submissions (CAR Part in particular) and so it seems this effort will need to continue. Aviation NZ AGM Papers 1 July

15 Finance Report Annex 3 Aviation Industry Association of New Zealand Inc Financial Statements 2015 Entity The financial statements are for the Association Parent entity. The 2014 comparative results do not include those of the subsidiary Aviation New Zealand Limited which suspended operations mid-way during last financial year. Certain activities were absorbed by the Association and the relevant expenses are now accounted for in the Parent entity financial statements. Financial Results Overview These are best described as disappointing given the measures implemented during the year to lift the quality of service delivery to members and contain operating expenses. The operating deficit increased to $145,240 and working capital has deteriorated to $257,435 which is manifest in the reduced closing bank balance of $29,125. Our bankers, Westpac, have supported the Association with seasonal overdraft credit however peak borrowing requirements have necessitated us giving security over what was previously an unsecured facility. Actions taken to arrest the deterioration in the financial position have enabled a break even budget to be established for the 2016 financial year with potential upside given the conservative assumptions for a number of the revenue lines. Still an ongoing focus is required to achieve a material performance improvement, develop revenue streams to balance with expenditure and restore the financial strength necessary to provide the Association with the capability to have strategic options in the future. It is against this background we have determined to realise on part of the value in the Aspeq Ltd investment by selling some of the shares to cover the working capital deficit and provide capital for future investment and service initiatives. A meaningful shareholding is to be retained preserving the Association s interests in this company. Equity accounted results for Aspeq Ltd are for a 21 month period from June 2013 to March 2015 to align with the Association's balance date. The negative share of results was primarily incurred in the Aspeq 2014 financial year and incorporates both the $60k dividend received this year and the offsetting benefit of profitable trading for the 9 months to March Financial Performance The most pleasing outcome is that the critical revenue line, Member subscriptions, totalled $360,598 and were a modest $6,385 higher than in2014 with rates increased only by CPI for the current year. Total Revenue of $721,103 is however down $280,649 which included three one off elements. NZAAA Sustainable Farming Fund activity ended this year reducing revenue $86,973 but with minimal net income impact as payments from the fund reduced proportionately, no Seminars were conducted reducing income$48,441 but also with a corresponding expense reduction and NZTE supported trade mission activity ceased in 2014 during which $57,946 grant income was received. Aviation NZ AGM Papers 1 July

16 Finally Conference gross revenue is $75,454 lower and the $65,305 net income contribution is also down $32,183 as some cost saving was achieved although there was general attendee acknowledgement of the event's improved quality this year. Of the expense categories the Bad and Doubtful Debt provision of $57,262takes a conservative position on collectability and reflects a comprehensive review of all outstanding member accounts to determine whether their support of the Association could be retained. Provision has been made where this is either unlikely or businesses have since been restructured or closed. Note the 2014 comparative includes a $75k inter-company entry in connection with suspending the Aviation NZ Ltd activities. Legal expenses are plus $8,926 primarily the additional cost associated with the Aspeq share sale documentation. Salaries and wages are plus $20,563 including a$35,790 lift in the holiday pay accrual. Salaries is one cost element absorbed from the Aviation NZ Ltd activity and compared with last year s Group total are actually reduced by $50,984. Movements plus or minus in other expense classifications are within normal parameters. Balance Sheet Working capital as noted is minus $257,435, a $145,585 deterioration on last year and fully reflected in the cash bank balance which has reduced $124,688. Accounts Receivable are $28,468 lower than 2014 and are net of the increased doubtful debt provision referred to above. Members paid approximately $175,000 (net of GST) of the 2016 subscriptions prior to balance date which is consistent with early payment receipts in the last two years. The reduced carrying value of the Aspeq Ltd investment has been covered above and importantly on the basis of information reviewed and the 3rd party offer value for shares intended for sale the investment carrying value is considered to be conservative and no impairment adjustment is deemed necessary. The combined value of Accounts Payable and Other Accruals is plus $26,671 on2014 most of which is reflecting the increased holiday pay accrual. Income in Advance is membership subscriptions billed in January but relating to the 2016 financial year and are $14,949 lower than last year however a further $10,000 was not billed until April. Membership income for the 2016 financial year is therefore expected to be consistent with reported income for Total Members Equity reduced to $549,652 during 2015 from the accumulation of losses directly in the Association and also in its Associate company Aspeq Ltd. Cash and debtors are sufficient to fund the near term obligations however it will take a significant cash injection to manageliquidity and restore the working capital necessary to support operations throughout the year and into the future. Securing this has been a Board and Management focus since late 2014 and present indications are we will conclude a share sale deal and realise the targeted funding in the immediate future. Aviation NZ AGM Papers 1 July