Annual Report 12-13
Annual Report 12-13
ADELAIDE AIRPORT 2
contents
Chairman’s Report 6
Managing Director’s Report 10
Board Of Directors 14
Executive Directors 16
The Year In Brief 20
Financial Performance 22
Operations 26
Aeronautical Business Development 28
Customer Focus 30
Property 32
Environment 36
Our People 38
Our Community 42
Parafield 44
Corporate Governance 46
ADELAIDE AIRPORT 4
Aspiring to be a top
tier Airport Business
Centre in Asia Pacific,
recognised for delivering
exceptional outcomes.
ADELAIDE AIRPORT 6
7 ANNUAL REPORT 2012/13
chairman’s
report
chairman’s
report
(continued)
decision is particularly significant. It is our first Adelaide Airport enjoys and takes its role
service to the Middle East, and opens up several seriously as a key partner in South Australia’s
new ‘one-stop’ options to cities in Europe, Africa, path to growth and prosperity. Throughout
South America and the east coast of the US. the coming years, we will continue to work
with enthusiasm and thoughtful consideration
The Company made a net profit after tax of
to deliver a world class airport of which
$10.5 million, which is a reflection of our strength
South Australians can be proud.
during difficult times. Overall, we achieved solid
passenger growth, with double-digit international John Ward
growth the clear standout, despite ongoing global Interim Chairman
financial turmoil. This continues the strong and
sustained role the Airport plays in generating jobs,
investment and opportunity for South Australia.
With increased aeronautical activity has come
the need to ensure our on-airport infrastructure
meets the expectations of our customers. To
that end, we have now completed the new $100
million short-term multi-level car park, pedestrian
plaza and associated road system re-alignments.
We have also completed construction of a new
purpose-built 4.5 NABERS rated building in
Export Park that will house the Australian Federal
Police. Once again this re-investment in key
infrastructure has been made possible because
of the Company’s strong balance sheet, solid
financial performance and stable outlook.
On the regulatory side, we were pleased to
receive approval for the Parafield Airport
Master Plan from the Federal Minister for
Transport and Infrastructure. We now turn our
attention to the preparation of the next Adelaide
Airport Master Plan for approval in 2014.
9 ANNUAL REPORT 2012/13
tribute to
chairman
managing
director’s
report
Presentation Commendation Award from the maintained and built partnerships with business,
Property Council of Australia in November 2012, sporting, arts and community groups – from the
and the Australian Federal Police offices achieved Adelaide Fringe and Come Out Festival to the
an Australian Institute of Building Award, with a SA Amateur Football League and Power Youth
High Commendation Master Builders Association Community Program.
award in May 2013.
At Parafield Airport, we received approval from
The new car park and plaza have been the Federal Minister for Infrastructure and
complemented by a number of other Transport for the Airport’s Master Plan. This
improvements to our facilities. We installed document provides the necessary guidance
new way-finding signage to improve passenger and certainty for the future of Parafield.
facilitation and flow through our airport. We
We are planning significant expansion of
proactively seek feedback via multiple channels,
our aeronautical and passenger facilities
including social media, and use this to improve
to ensure we have the capacity, systems
our facilities and services and to support the
and leading edge design that will see us
AAL team who provide friendly and professional
continue in our role as a proud representative
customer service every day of the year.
of our State, well into the future.
We continue to work with our property
I am reminded of how important Australia’s
customers to ensure they can leverage from
airport industry is to the wider economy. It is
our developments in planning, sustainability
estimated the industry directly contributes
and customer service to maximise their own
$17.3 billion and more than 115,000 jobs to
business performance.
the Australian economy each year.
We have strengthened our claim to being
Just as importantly, airports play a key social
Australia’s most sustainable airport by
role in facilitating physical connections between
becoming the first two airports in the country
family, friends and communities, particularly as
to be recognised internationally for mapping
our society becomes more multi-cultural and
and committing to reduce carbon emissions,
more willing to travel.
having received Airport Carbon Accreditation
Mapping Level certificates at the Airports I would like to thank our shareholders, Board,
Council International (ACI) World Annual Executive Team and staff for their contributions
Congress in Istanbul earlier this year. to AAL’s strategic success. I would also like to
thank our key service providers and government
Our staff continue to be offered opportunities to
representatives for their partnership during a
undertake further vocational development, such
time of significant change and advancement for
as: to cross-train for similar job functions within
our organisation.
AAL, and to become innovative ‘fresh thinkers’
to help us improve the way we do business. We measure our progress in many ways –
including the satisfaction of our stakeholders,
We strive to develop a strong culture within our
our sustainable financial performance, employee
Company which is based on being accountable
engagement, community impact and the ongoing
and authentic; conducting ourselves with integrity;
provision of safe and secure services. This
being responsive and respectful; taking pride in
provides a springboard for us to continue to
our achievements; being open and friendly and
grow the business and extend our reach both
encouraging diversity; building relationships
domestically and internationally, as we strive to
based on trust; and fostering great teams.
achieve our strategic target to be a top tier airport
The successful operation of an airport would not business centre in Asia Pacific, recognised for
be possible without strong partnerships with the delivering exceptional outcomes to our customers,
surrounding community. To that end, we have partners, shareholders and community.
13 ANNUAL REPORT 2012/13
ADELAIDE AIRPORT 14
2 5 7
3 8
15 ANNUAL REPORT 2012/13
1 David Munt
2 Mark Young
3 Chris McArthur
4 Anne Howe
5 Alan Mulgrew
6 Jim Tolhurst
7 Jay Hogan
8 John Ward
board of directors
Mark Young B.Ec, FCPA, FAICD, FCIS • Chair of the Audit &
Compliance Committee
Managing Director
appointed 25 October 2011 • Member of the
• Managing Director Remuneration Committee
• Member of the Property • Member of the Property
Development Committee Development Committee
• Member of the Aeronautical & • Member of the Aeronautical &
Related Infrastructure Committee Related Infrastructure Committee
2 4
management
Managing Director
Responsible for providing and championing
strategic initiatives, leadership development,
driving proactive business development and
engagement to deliver superior and sustainable
stakeholder outcomes, ensuring a quality brand
and custodian of a high quality corporate and
customer service culture and facilities.
Shane Flowers
Chief Financial Officer and Company Secretary
Responsible for the sound financial position
and commercially prudent conduct of the
business, including effective reporting and
stakeholder communications.
Sue Doyle
Executive General Manager People and Culture
Responsible for people, performance, learning
and development, Workplace Health & Safety,
marketing, brand development, sponsorship and
executive services.
17 ANNUAL REPORT 2012/13
5 8
6 9
Responsible for all customer service related Responsible for the development and
activities including service quality, passenger management of the property portfolio, including
terminal operations, T1retail, ground transport and retail, leasing and tenancy management.
the enterprise wide functions of business systems
and information technology. Chris Griffiths
Executive General Manager Corporate Affairs
Vince Scanlon Responsible for facilitating the community
Executive General Manager Airport Operations consultation, communication, and regulatory and
and Infrastructure
statutory requirements towards Master Planning.
Responsible for legislative compliance of Government and industry advocacy, including
aviation safety and security, terminals and sustainability initiatives.
car park operations, facility management of
assets, project management, engineering and David Nicolle
infrastructure development. In-house Counsel
Responsible for commercial and legal affairs.
ADELAIDE AIRPORT 18
We’re flying to
more international
destinations, and
opening up a world
of opportunities.
19 ANNUAL REPORT 2012/13
If there’s anything
we’ve learned from
the past year, it is that
every dream can be
achieved; that our
only limitation
is the intensity of
our ambition.
ADELAIDE AIRPORT 20
the year
in brief
12
.5
re
M ve
nu
e
10 15 20
0 50 0 0 0
REVENUE
20
12
20
pa 13
7.3
ss
en
M ge
rs
2m 4m 6m 8m
0
20
12
PASSENGERS
20
13
ANNUAL REPORT 2012/13
ADELAIDE AIRPORT 22
financial
performance
09
10
13
12
11
20
20
20
20
20
Aeronautical 79,209 81,862 84,157 75,829 79,934
e
Interest on senior debt, net of interest income (33,782) (36,374) (38,398) (37,706) (42,145)
Interest on Airport Notes/Dividends on RPS (28,284) (28,284) (28,284) (28,284) (28,362)
ts
os
C
FINANCIAL HIGHLIGHTS
• Revenue (excluding interest) of $159.5 million, • Increase in fair value of investment
up 8.4% from $147.0 million last year. properties of $11.3 million (last year
• Earnings before interest, tax, depreciation increase of $5.9 million).
and amortisation and fair value adjustment • Continued strong growth in international
of investment properties of $91.6 million, passengers following the commencement
up 10.5% from $83.0 million last year. of Emirates and capacity increases from
• Net profit before tax of $14.7 million (last year incumbent carriers.
net profit before tax of $6.7 million). Excluding • Baa2 and BBB credit ratings maintained
the fair value adjustment for investment with Moody’s and Standard and Poor’s.
properties the net profit before tax this year
is $3.4 million (last year $0.8 million). • Completion of a number of significant
infrastructure projects below budget,
• Dividends on redeemable preference shares providing a strong foundation for
$28.4 million (no change on prior year). In future growth.
addition, a special dividend of $15.0 million
(last year $10.0 million) was paid this year.
23 ANNUAL REPORT 2012/13
) nt
m u
rm
($ mo
13
12
20
20
Te
A
Cash 88.6 77.0 Medium Term Note $265.00 Sep-16
($100m fixed interest)
Total Assets 1,017.8 1,038.2
Medium Term Note $285.00 Sep-15
Interest Bearing Liabilities 622.8 645.7 ($285m floating interest)
(excl stapled securities)
Bilateral Facility $120.00 Apr-18
Total Liabilities 772.5 790.6 (floating interest, $20.0m
(excl stapled securities) available at year end)
CASH FLOW
After funding interest on borrowings and
dividends on RPS, cash flow from operating INTEREST RATE RISK MANAGEMENT
activities was a positive $20.6 million (last year
The Group manages its exposure to interest
$16.8 million).
rate fluctuations using interest rate swaps.
The year-end cash position was down on the
The Group has fixed loans and swaps in
prior year at $77.0 million (last year $88.6 million)
place which cover 75% of the outstanding
following the distribution of surplus cash to
loan principal.
shareholders as special dividends. Of this
balance $13.2 million (last year $12.7 million) is Average fixed interest rate paid was 5.0%
quarantined in debt reserve accounts. There has (last year 5.0%).
been an increase in net assets resulting from:
CREDIT RATINGS
• Current year profit after tax of $10.5 million,
The long term financing strategy of the Group
offset by the payment of $15.0 million in
continues to be reviewed by the rating agencies,
dividends during the period.
Standard and Poor’s and Moody’s. BBB/Baa2
• Shift in the mark to market liability of the ratings continue to be maintained with each of
derivative financial instruments to $34.2 million these agencies respectively.
at balance date (last year $41.5 million), of
FINANCIAL ANNUAL REPORT FOR
which $13.9 million was classified as current
THE 12 MONTHS TO 30 JUNE 2013
and $20.3 million non-current. The derivative
financial instrument liability represents the The Report for the 12 months to
fair value of interest rate swap arrangements 30 June 2013 comprising:
maintained in accordance with the Group’s
• director’s report
interest rate risk management policies to
protect the underlying profitability of the • auditors independence declaration
Company. The Company’s financial forecasts
• financial report
support the ability to settle these interest rate
swaps as and when they are due. • director’s declaration
The Group’s total of equity and RPS (being • independent auditor’s report to members
stapled securities) stands at $247.6 million at
is available on the company’s website
the end of the year (last year $245.3 million).
www.adelaideairport.com.au. Alternatively
The working capital facility expires in a copy may be obtained from the
December 2013. Company Secretary.
The RPS are expected to be rolled over on
substantially the same terms and conditions
prior to maturity in July 2014.
ADELAIDE AIRPORT 24
People soar
because they are
committed to the
goals they have
set themselves.
25 ANNUAL REPORT 2012/13
ADELAIDE AIRPORT 26
operations
st
r ain
io e
at nc
ea ag
n
is si
at e
ry e
iv ng
io ng
8
13
12
pr ha
pr ha
9
20
20
19
C
C
Domestic* 3,379,118 5,837,205 6,005,052 2.9% 77.7%
rs
Transport
ts
r
em rc
ov Ai
aeronautical
business
developement
* Excludes transits
ADELAIDE AIRPORT 30
customer
focus
With growth in our business comes the The recent installation of a new access
responsibility to ensure that our most valuable control system in the staff car park required
asset, our customers, continue to receive the best the activation and delivery of 3,000 new staff
possible service. As stated in our mission, we aim access cards within a short timeframe.
at all times to offer a great customer experience. The smooth introduction of this new system
was a great example of how the ground
Following a review this year of how we interact
transport team can deliver a complex but
with our customers, Adelaide Airport Limited has
customer focused outcome to our important
created a new Customer Service business unit.
internal clients.
This encompasses all of the key customer-facing
services within our business, including terminal The construction of a new special access
operations, ground transport, terminal retail and drop-off and pick-up area was an integral
commercial, as well as IT and business systems. part of the new car park and associated road
network changes. This is located directly
The past 12 months have seen significant
adjacent to the southern end of the terminal.
challenges for the newly created Customer
Located within this area is a phone for visitors
Service Team. Our team has met those
to call for assistance from the car park
challenges, resulting in some key successes.
Customer Service Team.
Significant changes to Adelaide Airport’s ground
Passengers using the main drop-off / pick
transport facilities saw the opening of the new
up area or the special needs access points
short term multi-level car park, the relocation of
will receive, upon request to the car park
taxi, bus and public access points to the terminal,
Customer Service Team, assistance tailored
and the completed pedestrian plaza environs.
to their circumstances. Team members are
We have placed particular emphasis on managing
available at all operational hours to assist.
how these changes impact on our internal
and external customers. All airline operations are coordinated and
facilitated by the Terminal Operations
We are now planning for the opening of
Team. In the past 12 months, our team has
an additional 400 parking bays in the long
professionally managed the introduction
term car park.
of daily Emirates Airlines services to Dubai
and the increase in operations by other
international carriers.
31 ANNUAL REPORT 2012/13
ADELAIDE AIRPORT 32
property
Adelaide Airport Limited (AAL) has set out We are well underway with incorporating new
a vision for holistic airport property retail offerings in the plaza directly adjacent
development that aligns with aeronautical T1. The retail offerings will comprise of a mix
infrastructure development. of food outlets offering healthy eating choices;
convenience-style outlets, offering ‘grab and
Our aim is to establish a vibrant mix of seamlessly
go’ items such as snacks, reading material and
integrated commercial, aviation, retail and leisure
journey essentials; and other public amenities.
activities, with each precinct to offer unique
features which relate to, and create leverage from T1 Retail was the recipient of a commendation for
each other. Through this, we can create a strong ‘Excellence in Presentation – Shopping Centres
sense of place and a new central identity. up to 10,000m2’ at the 2012 Property Council of
Australia (SA Division) Shopping Centre Awards.
Our guiding principles place an emphasis
on empathy with the surrounding community, TERMINALS PRECINCT
and attracting like-minded tenants.
Adelaide Airport Limited’s new premium asset,
Adelaide Airport’s comprehensive portfolio now home to the Australian Federal Police
of tenants features companies that have chosen Aviation Operations Centre, was officially
the airport as a base, and, in some cases, Asia opened in May 2013 by the Minister for Home
Pacific headquarters, due to our strategic location Affairs and Justice, Jason Clare.
and expanding international presence.
The two-storey building features 2,350 square
T1 RETAIL AND CONCESSIONS metres of office space, undercover parking for
29 vehicles and an additional 8 parking spaces
Expansion plans and changes to ownership
at ground level in the rear secure compound.
of retail space have set the scene for exciting
re-developments and a re-focused retail mix in The building has been designed to achieve a
T1 in the coming year. 4.5 Star NABERS energy rating and has already
been awarded a 4 Star Green Star Design Rating.
These changes will help to create a new level
of vibrancy as we look to cater for our growing The building has received a commendation at
customer base, and particularly our greater mix both the SA Architecture Awards and Master
of international travellers from Asia Pacific, Builders Awards.
the Middle East and beyond.
The sale of Duty Free Stores (Wellington) to
LS Asia Pacific in July 2012 has prompted
discussions regarding a new brand and more
upmarket duty free offering for our international
travellers. These changes will also see the
creation of a Tech2Go electronic accessories
store as part of the Newslink tenancy.
ADELAIDE AIRPORT 34
environment Adelaide Airport Limited (AAL) recognises the In the past 12 months we have continued
importance of the environment and our role in to progress against the objectives of the
responsibly managing sustainability, which is 5-year Sustainability Plan for Adelaide Airport
a critical component of our strategic plan. (2009-2014), notably in sustainable development,
water management, waste recycling and
We are committed to achieving our environmental
energy management.
goals well beyond required regulatory compliance
levels, and aim to be recognised as a leader Recently completed projects at Adelaide Airport
in this field not just in Australia but at an demonstrate our commitment to sustainability.
international level. The new multi-level car park features rooftop
stormwater capture and re-use, efficient lighting
To that end, Adelaide and Parafield Airport
and state of the art way-finding to reduce vehicle
became the first airports in Australia to achieve
circulation times. The Australian Federal Police
Level 1 Airport Carbon Accreditation with Airports
Operations Centre has been accredited with 4.5
Council International, recognising our work in
star NABERS energy and 4 star Green Star ratings.
mapping both airports’ carbon footprint.
37 ANNUAL REPORT 2012/13
In tandem with our on-airport initiatives, we have We have met all legislative compliance obligations
continued our partnership with the University of set under the Airports Act 1996 and Airports
Adelaide’s Centre for Energy Technology, which (Environment Protection) Regulations 1997 with
is researching innovative concepts for energy no Environmental Protection Orders being issued
reduction and efficiency. by the Airport Environment Officer from the
Department of Infrastructure and Transport.
At Parafield Airport, the sporting field has now
been connected to a recycled water supply from Two past directives by the Airport Environment
the Parafield aquifer storage recharge facility Officer to tenants remain in place – to ExxonMobil
operated by the City of Salisbury. This will result in 2008/09 and to Tasman Aviation Enterprises
in a significant reduction in use of precious in 2009/10. Both issues are in relation to
mains water. localised groundwater contamination, and are
being appropriately managed with action plans
progressing toward remediation.
ADELAIDE AIRPORT 38
39 ANNUAL REPORT 2012/13
our people
The Adelaide Fringe provided an exciting The relationship and cooperation with our
opportunity to drive staff engagement through landlord, the Commonwealth Department of
our corporate sponsorship. Adelaide Airport Infrastructure and Transport, plays an important
staff also entered a float in the iconic Fringe part in our current operations and future plans.
opening night parade. Other relationships with stakeholders include
Federal, State and local governments, our
Other partnerships have included the Adelaide
customers, on-airport tenants including retailers,
Airport Brighton Jetty Classic Sculptures by
airlines and AAL shareholders. Local business,
the Sea, Young Achiever Awards, the Power
residents, employers, exporters, importers,
Community Youth Program and the Matsuri
tourism operators and the wider community
on Mobara Festival.
also rely on a successful airport business.
Both Adelaide and Parafield Airports engage
formally and informally with the community
through a comprehensive consultation and
communications program. Both airport
operators conduct quarterly meetings of the
airport’s Consultative Committees and actively
participate in presentations and engagement with
community service clubs. Our printed newsletter
‘Plane Talking’ is circulated locally and we also
use our website and social media channels to
reach interested individuals and organisations.
Open and productive relationships with key
stakeholders across industry and government
fosters productive outcomes for the State –
for example the cooperation with the State
Government to support Emirates’ move
to fly to Adelaide.
ADELAIDE AIRPORT 44
45 ANNUAL REPORT 2012/13
Parafield
Parafield Airport Limited (PAL) continues to grow Parafield Airport is continuing its consultation with
its reputation internationally as one of the premier community and industry via the Parafield Airport
locations to undertake flight training. Consultative Committee and its sub-committee,
the Parafield Airport Technical Working Group.
A combination of high quality training providers,
The efforts of these groups have been recognised
excellent on-airport facilities and stable weather
by the Air Noise Ombudsman (ANO), who stated:
characteristics have made Parafield a preferred
“The responsiveness of stakeholders to aircraft
pilot training base for major carriers including
noise issues raised by the ANO has been among
Singapore Airlines and Virgin Australia.
the best of any location across Australia.”
As an example of recent growth, pilot training
We have continued to focus on safe operations
provider Flight Training Adelaide has taken
through ongoing maintenance of all critical
delivery of a further two state of the art simulators,
infrastructure and projects in the manoeuvring
which will allow students to train in a multi-crew
area, including upgraded Movement Area
environment on an A320 aircraft and any other
Guidance (MAG) signs, installation of low-visibility
single aisled jet aircraft, replacing actual flying
markers and re-sheeting of taxiways.
with simulated flights up to a rate of 50 hours
per student. The surrounding hangars and buildings continue
to be developed to improve the condition and
Parafield Airport is also striving to encourage
aesthetics of the airport. After purchasing the
aviation as a career amongst young people living
Parafield Flying Club, we have invested in a
locally. Once again, we have offered the Parafield
refurbishment and renaming to now operate as
Youth Flying Training Scholarship in conjunction
the Flying Café and Community Centre for the
with Flight Training Adelaide and the support
use and convenience of both airport users and
of the City of Salisbury and Northern Futures.
the surrounding community.
The 2013 scholarship was awarded to Bradley
Conway, to support him in obtaining a Our support of the local community in 2012/13
Commercial Pilot Licence. included local events such as the City of Salisbury
Australia Day Picnic and Matsuri on Mobara
Parafield Airport has been successful in
Japanese Festival at Mawson Lakes.
receiving approval from the Federal Minister
for Infrastructure and Transport for our 2012
Master Plan. This achievement was the
culmination of years of work and involved a
large amount of investment from the Airport
in the body of work itself and significant
consultation with stakeholders including local,
State and Commonwealth departments, local
companies and the local residential community.
ADELAIDE AIRPORT 46
corporate governance
Adelaide Airport Limited and the Board financial limits set in the TERM OF OFFICE
are committed to achieving and Shareholders Agreement;
demonstrating the highest standards Nominee Directors hold office at the
of corporate governance. • Overseeing and monitoring: discretion of the appointing shareholder.
Other Directors are appointed on a term
The relationship between the Board and - Organisational performance and the of three years.
senior management is critical to the achievement of the Group’s strategic
Group’s long term success. The Directors goals and objectives It is recognised that lengthy service on
are responsible for the performance of the the Board may impact on a Director’s
- Compliance with the Company’s independence and therefore non-nominee
Company in both the shorter and longer term Code of Conduct
and seek to balance sometimes competing Directors must retire from office no later than
objectives in the best interests of the Group - Progress of major capital expenditures completion of four terms of office (12 years).
as a whole. Their focus is to enhance the and other significant corporate CHAIRMAN
interests of shareholders and other key projects including any acquisitions
stakeholders and to ensure the Group is or divestments; The Chairman is responsible for
properly managed. leading the Board, ensuring Directors are
• Monitoring financial performance properly briefed in all matters relevant to
Day-to-day management of the Group’s including approval of the annual and their role and responsibilities, facilitating
affairs and the implementation of the half-year financial reports and liaison Board discussions and managing the
corporate strategy and policy initiatives with the Company’s auditors; Board’s relationship with the Company’s
are formally delegated by the Board to the • Appointment, performance assessment senior executives.
Managing Director and senior executives, and, if necessary, removal of the
as set out in the Group’s delegations policy. MANAGING DIRECTOR
Managing Director;
These delegations are reviewed on an The Managing Director is responsible
annual basis. • Ensuring there are effective management for contributing to the development of
processes in place and approving major Group strategies and policies, and for
A description of the Company’s main corporate initiatives;
corporate governance practices is set out the implementation of those strategies
below. All these practices, unless otherwise • Enhancing and protecting the reputation and policies.
stated, were in place for the entire year. of the organisation; and COMMITMENT
BOARD COMPOSITION • Overseeing the operation of the The Shareholders Agreement requires
Group’s system for compliance and risk that the Board meets at least once in
In accordance with the Shareholders management reporting to shareholders.
Agreement, the Board comprises a minimum each quarter of the financial year. Current
of 4 and a maximum of 9 Directors (inclusive BOARD MEMBERS practice is to hold a minimum of 10
of the Managing Director). meetings per annum.
Details of members of the Board, their
Each shareholder holding not less than experience, expertise, qualifications, term The number of meetings of the Company’s
15% of the issued shares of the Company of office and independent status are set out Board of Directors and of each Board
is entitled to nominate one or more Directors in the Directors’ report under the heading committee held during each financial year
depending on the total proportion of shares “Information on Directors”. and the number of meetings attended by
held to the shares on issue. each Director are set out in the Directors’
DIRECTORS’ INDEPENDENCE report under the heading “Meetings of
The Directors may appoint one of their Directors’” in the annual statutory
number as Chairman or an independent Directors are appointed by the Board (or
by the Shareholders in general meeting if so accounts for the Group.
Chairman who would become a Director if
so appointed. The Chairman is required to required by the Shareholders) in accordance CONFLICTS OF INTERESTS
meet regularly with the Managing Director. with the Shareholders Agreement by
nomination of the shareholders, and The Directors shall comply with all of
The Board has the right to appoint Directors their obligations either at law or under the
under the Company’s Constitution. provision has been made in that agreement
for the Directors to appoint a Chairman who Corporations Act in relation to potential or
The Board is required to undertake an annual is not one of their number who would as a actual conflicts of interest provided always
Board performance review and consider consequence of that appointment become that the other Directors (that is, who do not
the appropriate mix of skills required by the and be a Director. The Board has opted to have a conflict or material interest in the
Board to maximise its effectiveness and its appoint a Chairman with effect 30 June 2004 matter) shall be at liberty, subject to proper
contribution to the Group. who is independent from the shareholders disclosure having been made, to resolve
of the Company. to permit the Director with the potential
BOARD RESPONSIBILITIES or actual conflict of interest to participate
NON-EXECUTIVE DIRECTORS in discussions and voting on the matter
The responsibilities of the Board include:
The non-executive Directors are able to meet giving rise to the conflict. In general terms
• Providing strategic guidance to the in scheduled sessions without the presence the Directors shall deal with each matter of
Company including contributing to of management, to discuss the operation of conflict on its merits.
the development of and approving the Board and a range of matters. Relevant
the corporate strategy; INDEPENDENT PROFESSIONAL ADVICE
matters arising from these meetings are to
• Reviewing and approving business plans, be shared with the full Board. The Directors, both individually or as a
the annual budget and financial plans group, in furtherance of their duties, may
including available resources and major seek and obtain independent legal and
capital expenditure initiatives within the professional advice from external sources
at the expense of the Company. Prior to
47 ANNUAL REPORT 2012/13
seeking such advice, Directors will seek the the full Board as recommendations for carries out regular systematic monitoring
approval of the Chair, such approval not to Board decision. of control activities and reports to both
be unreasonably withheld. Each Director has the relevant business unit and the audit
the right of access to all relevant Company Minutes of committee meetings once signed and compliance committee. In addition
information. A Director also has the right to by the Chair of the committee are tabled at each business unit reports on the key
have access to all documents which have the immediately subsequent Board meeting. business risks in its area to the risk
been presented to meetings of the Board Details of the meetings of committees and management committee. The basis for
whilst in office, or made available in relation attendance of committee members are set this report is an annual review of the past
to their position as Director after ceasing out in the Directors’ report under the heading performance of their area of responsibility,
to be a Director. “Meetings of Directors’” in the annual and the current and future risks they
statutory accounts for the Group. face. Results of internal audit work are
PERFORMANCE ASSESSMENT incorporated into this review if applicable.
The Board undertakes an annual EXTERNAL AUDITORS
The Board reviews each element of
assessment of its collective performance, The Company and audit and compliance corporate strategy over the course of the
the performance of the Chairman and of committee policy is to appoint external year according to the Board’s cycle of
its committees. auditors who clearly demonstrate quality business. The Board reviews the Group’s
The Chairman undertakes an annual and independence. The performance of strategic direction in detail and includes
assessment of the performance of individual the external auditor is reviewed annually specific focus on the identification of the
Directors and meets privately with each and applications for tender of external key business and financial risks which
Director to discuss his assessment. audit services are requested as deemed could prevent the Company from achieving
appropriate, taking into consideration its objectives. The risk management
A review of the Board’s performance was assessment of performance, existing committee is required to ensure that
undertaken during the reporting period in value and tender costs. appropriate controls are in place to
accordance with the process set out above. effectively manage those risks.
It is a requirement that the external auditor
CORPORATE REPORTING ensure that the lead engagement partner is In addition the Board requires that
rotated at least every five years. each major proposal submitted to the
The Managing Director and Chief Financial
Officer have made the following certifications The external auditor is expected to attend Board for decision is accompanied by
to the Board: the annual general meeting and be available a comprehensive risk assessment and,
to answer shareholder questions about the where required, management’s proposed
• That the Company’s financial reports conduct of the audit and the preparation mitigation strategies.
are complete and present a true and and content of the audit report.
fair view, in all material respects, of DIVERSITY
the financial condition and operational RISK ASSESSMENT AND MANAGEMENT The Board attaches great importance to
results of the Company and Group and diversity, the corporate benefits arising
are in accordance with the relevant The Board through the audit and compliance
committee is responsible for ensuring from diversity and the importance of
accounting standards. benefiting from all available talent.
there are adequate policies in relation to
• That the above statement is founded risk management, compliance and internal CODE OF CONDUCT
on a sound system of risk management control systems. In summary, the Company
and internal compliance and control and policies are designed to ensure strategic, The Board is committed to the continuing
which implements the policies adopted operational, legal, reputation and financial development of the code of conduct for the
by the Board and that the Company’s risk risks are identified, assessed, effectively guidance of Directors, officers and other
management and internal compliance managed and monitored to enable key executives. The code is to be regularly
and control is operating efficiently and achievement of the Group’s reviewed and updated as necessary to
effectively in all material respects. business objectives. ensure that it reflects the highest standards
of behaviour and professionalism and the
BOARD COMMITTEES Considerable importance is placed on practices necessary to maintain confidence
maintaining a strong control environment. in the Group’s integrity.
The Board has established a number There is an organisation structure with
of committees to assist in the execution clearly drawn lines of accountability and SHAREHOLDER COMMUNICATION
of its duties and to allow detailed delegation of authority. Adherence to the
consideration of complex issues. All shareholders receive a copy of the
Company Code of Conduct is required at Company’s annual and half-yearly reports.
Current committees of the Board are all times and the Board actively promotes
the remuneration, audit and compliance, In addition those reports are accompanied
a culture of quality and integrity. by a detailed report on the performance
property development and aeronautical
and related infrastructure committees. The Company risk management policy and of the Group and other material issues
The committee structure and membership the operation of the risk management and prepared by the Managing Director.
is reviewed on an annual basis. A policy compliance system are managed by a risk Detailed briefings are provided to
of rotation of committee members applies. management committee comprising senior shareholders and bondholders at least
executives. The Board receives regular once each year supported by a quarterly
Each committee has its own written charter reports from this committee.
setting out its role and responsibilities, update publication.
composition and structure, membership Detailed control procedures cover
requirements and the manner in which the management accounting, financial reporting,
committee is to operate. All of these charters project appraisal, health, safety and
are reviewed on an annual basis. All matters environment, IT security, compliance and
determined by committees are submitted to other risk management issues. Internal audit
Adelaide Airport Limited (AAL) is an unlisted public
company whose shareholders in the main are Australian
Superannuation Funds. AAL was the successful
bidder for the rights to lease and operate Adelaide and
Parafield Airport for an initial term of 50 years, with a
right of renewal for a further 49 years from the date of
effect 28 May 1998.
Adelaide Airport is the major gateway to South Australia
and services international, domestic and regional flights
with a total passenger throughput (unaudited) in 2012/13
in excess of 7.3 million passengers per annum and
101,615 aircraft movements.
Adelaide Airport is located six kilometres due
west of the CBD of Adelaide and two kilometres
from the shores of Gulf St Vincent, with Parafield
Airport being 19 kilometres to the north-east
of the CBD adjacent the major Adelaide to
Darwin railway line and Main North Road.
Both airports are surrounded by recent residential,
recreational and light industry developments.