BACL Financials_Areport mono - Brisbane Airport Corporation
Transcription
BACL Financials_Areport mono - Brisbane Airport Corporation
evolution... facts/futures Brisbane Airport Corporation Contents Foreword . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . From the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Questions of leadership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 3 4 6 BACL ...evolution Corporate structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Vision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Mission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Financial control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Inside the organisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Commercial services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Planning for the future . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 A master plan to 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 A strategy for environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 The people asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Professionals in the right place at the right time . . . . . . . . . . . . . . . . . . . . 14 Commitment from the team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 The marketplace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Airline activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Fast facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Statutory information and financial section . . . . back section/attached 1 Annual Report 1997/98 Communications objective: This publication is intended to offer Brisbane Airport Corporation Ltd’s view of its first year following privatisation of the airport. Covering the period from January 9, 1997 to June 30, 1998, it exceeds legal requirements in order to foster communication and openness between BACL and its stakeholders. Contacting BACL: Banksia Place (off Airport Drive) Eagle Farm Qld 4009 PO Box 61 Hamilton Central Queensland 4007 AUSTRALIA Telephone +61 7 3406 3000 Fax +61 7 3406 3111 Email: brisbane.airport@bne.com.au Internet: http://www.bne.com.au A.C.N. 076 870 650 Foreword From the Chairman Our first year as a privatised airport – itself an historic event for Australia – has been completed against a backdrop of great upheaval far beyond our shores. Few could have predicted the economic changes which have affected a number of our trading partners in Asia. Yet this Annual Report is a story of success. Of cultural change. Of flexibility and enterprise. When Brisbane Airport Corporation Ltd (BACL) set out to do business, backed by expertise, experience and financial probity, it did so for the long term. We have put foundations in place on which can be built economic growth for future generations. Annual Report 1997/98 We do this with care for the community we serve and the environment that surrounds us, since the airport is managed in Brisbane with decisions taken by local people. BACL, as an integrated element of the region, seeks an active, open partnership with every stakeholder. While we will, no doubt, always be subject to political comment, stunting the growth of this great enterprise will win no friends. The fact of the matter is that Queensland needs the future Brisbane Airport can provide. 2 Now we are poised for the future. It is a future not entirely identical to the one we believed we faced. As Asian markets recover, BACL looks further afield for customers – to booming North America, to the growing long-haul market in Europe. BACL ...evolution Year One has been significant for the communication of our ambitions and the open discussion which has taken place around them. Myths have grown, most have been exploded and people are generally much better informed. In air transport, we see the long-predicted airline alliances taking shape, raising the possibility of new connections ‘hubbing’ through Brisbane. A worldwide movement toward Open Skies policies will encourage new entrants to the Australian air transport marketplace. Rapid progress to Just-In-Time industrial thinking is encouraging growth in air cargo world-wide. And the consumer is becoming more quality focussed when travelling. Better retailing, dining and access to airport facilities will gain both loyalty and income. “Poised for the future” In publishing this Annual Report, we have acted as a listed company, a deliberate policy which we hope will help point you to our future as we evolve from a city airport to an Airport City. One day, this will be regarded as an historic document. Barry Thornton The Board Barry Thornton FCA, FAIM, FAICD, FCIS (Chairman) Barry chairs GWA International Ltd., which he joined in 1974 as finance director and was appointed Chief Executive in 1981 and Executive Chairman in 1986. He is a qualified accountant and was previously a partner with accounting firm Thompson Douglas. Other current directorships are: Chairman, Ports Corporation of Queensland; Director, Suncorp-Metway Ltd; Chairman, South Pacific Equities Ltd; Director, Stockland Trust Group; Chairman, Brisbane Advisory Board of the Salvation Army; Trustee, Leukemia Foundation. Barry is a member of the BACL Board’s Finance, Audit & Risk Management Committee. Koen Rooijmans (Managing Director & CEO) (See The People Asset section, page 14) B.Com, CPA, FAIM, FAICD BA, LLB, LLM, FAICD Elizabeth is admitted as a Solicitor in Queensland, New South Wales, Victoria, Northern Territory, Australian Capital Territory and the High Court and spent some 25 years as a solicitor and later partner in a national legal practice. She is currently a professional company director and her current directorships are: Chairman, Port of Brisbane Corporation; Deputy Chairman, Queensland Treasury Corporation; Director, Telstra Corporation Ltd; Director, David Jones Ltd; Director, Australian National Industries Ltd; Director, GPT Management Ltd; Director, The Foundation for Development Cooperation; Councillor, National Competition Council; Member, Australian Greenhouse Office Experts Group on Emissions Trading. Colin Ryan B.Com, LLB, FCA, FAICD Colin was managing partner of Arthur Andersen in Queensland to 1987. His current board positions are: Chairman and Principal, Rycorp Properties Pty Ltd; Chairman, Royal Children’s Hospital District Health Council; Deputy Chairman, Port of Brisbane Corporation. Colin is Chairman of the BACL Board’s Finance, Audit & Risk Management Committee. Jim Soorley BA, MA Jim is currently serving his third term as Lord Mayor of Brisbane, Australia’s largest local government authority. Prior to being Lord Mayor, Jim was a management consultant, advising prominent businesses in both Australia and the United States on training, recruitment and organisation design. John Ward BSc, FAIM, FAICD, FAMI, FCIT John is the General Manager Commercial of News Limited, a position with a focus on technology and communications. From 1994 until 1996, he was seconded from News Limited to the Australian Air Academy – a joint venture between Ansett Australia and British Aerospace – as Chief Executive. Prior to joining News Limited in mid 1994 Mr Ward was Managing Director and Chief Executive of Qantas Airways Limited, a company he had served in for 25 years. He is an Honorary Life Governor of the Research Foundation of Information Technology, a Member of the NSW Independent Pricing and Regulatory Tribunal, and a Director of Tourism NSW. Pieter Verboom PhD Pieter studied econometrics at the Erasmus University of Rotterdam and was employed as assistant professor in the information technology department. From 1983 he held several management positions at Philips of which seven years were spent abroad as CFO/vice chairman of the management of Argentina, Hong Kong/China and the Far East. He joined Amsterdam Airport Schiphol in September 1997 as executive vice president and CFO and is a member of the board of management. He also serves the boards of several subsidiary and minority-held companies in the Netherlands and abroad of the Amsterdam Airport Schiphol parent company. Irene Lee BA Since November 1993, Irene has been Head of Corporate Finance, Institutional Banking, Commonwealth Bank of Australia and has held global responsibility for project finance, structured finance, syndications, infrastructure, equity and property. She held senior positions with Citibank/Citicorp Investment Bank in New York, London and Sydney. Other current directorships include: Director, National Electricity Code Administration; Director, Australian Assets Corporation Ltd; Director, Beyond International Ltd. (Resigned August 29, 1998) Annual Report 1997/98 Elizabeth Nosworthy 3 A professional company director, John has over 20 years experience as a Chief Executive, most recently with Grainco Ltd and formerly with QDL Pharmaceuticals, General Travel Group, Thomas Cook Travel and Financial Services and Safcol Holdings. John’s other current directorships are Chairman, Micromedical Industries Limited; Chairman/Principal, J. C. Massey & Associates Pty Ltd; Chairman, Michels Warren Pty Ltd (Media/Communications); Director, Northstate Capital Limited; Councillor, Australian Institute of Company Directors; Governor, American Chamber of Commerce in Australia; Chairman Trustee Relations Committee, Committee for the Economic Development of Australia. BACL ...evolution John Massey Questions of leadership Managing Director and Chief Executive Officer of Brisbane Airport Corporation Ltd Koen Rooijmans offers his view of 1997/98. At the end of your first year, how do you feel about BACL’s progress? BACL ...evolution 4 Annual Report 1997/98 I am truly astonished that we have come so far in such a short time. Just a year ago, Brisbane Airport was a good quality city airport and part of the rather formal Federal Government structure which, as could be expected, had bureaucratic charateristics. Now we are a people organisation, committed to enterprise, heading towards our vision of turning Brisbane’s city aiport into an Airport City. Our most spectacular progress has been in cultural change. We have assumed a leadership role by creating an economic engine that will impact trade far beyond our own region. BACL’s people and large sections of the surrounding community have begun to act together with trust and vision. Brisbane Airport is no longer a Federal island. We are a professional, quality-minded partner in economic development. A world class company. Do others share your view? Our central values include openness, trustworthiness and honesty. Where changes have been made or new proposals offered, we have given as much information and explanation as possible. In doing so, we hoped we would gain support. It seems we have. Airlines have recognised our willingness to listen, responding to our ideas with vigour and understanding. Key partners such as retailers have seen our commitment to fair contracts and responded with new investment. Legislative and community organisations have discovered our determination to be responsible good neighbours and responded by involving us in their own thinking. Our team has faced up to our challenge of empowerment and reponded with enhanced productivity. BACL is in the business of achieving Win-Win positions with its stakeholders. We now see this position starting to be understood and appreciated. What changes have you made to your aims since you began? Very few. Our aim of becoming an economic engine for Queensland is central. Naturally, a new economic environment has emerged in Asia-Pacific. This has meant some difficult choices and a tempering of some of our ambitions. On the other hand, BACL is here for the duration. Our long-term investment and vision is unchanged by the short-term financial expediency which has become necessary. Our first draft Master Plan was created and published during the year. This sets out many of the details for Brisbane Airport’s future. This is not, of course, a final development document – we must still observe due processes as the Plan is put into effect – but it showed our intentions very clearly. Once published, the Master Plan entered a consultation phase and was adapted to include the views of stakeholders, including the wider community. Are you happy with your financial results? Given the changes which have occurred over the past year, we certainly are. An airport must take a long-term view, rather than the short-term required of many other sections of the air and travel industry. We are happy that we have controlled costs and overhauled our income stream in readiness for the future. BACL has adopted the “user pays” principle, much of which was already enshrined in the thinking of the previous Federal owners – and which we agree creates a level playing field for all airport users. We have taken up their fuel throughput fee concept and the ground facilities fee proposal also became part of our consultation process with users during the year. We hope these will assist us in creating sufficient cashflow for future investment. Brisbane Airport also operates in a highly regulated field. We must meet Australian Competition and Consumer Commission (ACCC) requirements, for example, and support its wish to see a level playing field among businesses at the airport. This does, of course, impact our revenue creation but in a way which assists growth and the wider community. As a new enterprise, we seek to establish a relationship of mutual understanding and respect with the regulators. What’s more, our strengthening role over the next 20 years will, we hope, set the pace for the rest of South East Queensland’s economy. Independent forecasts show a tripling of jobs provided through airport activities over that 20 year period. How’s your own job going? I love being part of this team. I take my hat off to all the members of the BACL community who have adopted change with such enthusiasm. I enjoy being part of a company that is based on clear principles: trust, adding value and quality. My role is to provide leadership. It is the team which will provide satisfied customers, satisfied colleagues, a satisfied society and satisfied shareholders. We share a future: Airport City, Brisbane. change” Annual Report 1997/98 For an Annual Report, I should first point to our cost controls, enhanced by reorganisation and reorientation, and our initiatives to both improve and secure our revenue. For our future service to passengers, I would also say that our discussions leading to the creation of a rail link with the city and the Gold Coast is going to have a major impact. When it comes to creating an economic focus, look at our progress in property development, with blue chip tenants like Australia Post choosing to locate here. pace for 5 In practical terms, which have been the most significant steps forward over the year? “Setting the BACL ...evolution We are in an excellent position to benefit from Asia-Pacific’s inevitable economic recovery because we and those we work with now have a clear understanding of the need for change. The company Corporate structure Brisbane Airport Corporation Ltd (BACL) is an 80 per cent Australian-owned private sector organisation formed to bid for the 50 + 49 year lease of Brisbane Airport, which was granted on July 2, 1997. It is a non-listed public company with equity and shareholder loans of some $500 million. BACL shareholders and relative shareholdings are: • BACL ...evolution 6 Annual Report 1997/98 • • • • Schiphol Australia Ptd Ltd (SA), a wholly owned subsidiary of Schiphol International, in turn a wholly owned subsidiary of AAS, owner and operator of Schiphol Airport in Amsterdam, the Netherlands. Commonwealth Investments Pty Ltd (CIPL), a wholly owned infrastructure investment subsidiary of the Commonwealth Bank of Australia. Commonwealth Custodial Services Ltd (CCSL), which are funds managed by Commonwealth Financial Services. Port of Brisbane Corporation (PBC), a wholly owned State enterprise. Various funds managed by Prudential Corporation of Australia (Prudential), RAC Insurance (RAC), ANZ Managed Investments (ANZ) and Norwich Union Life (Norwich). BACL CIPL 18% CCSL 19% SA 16% PBC 37% OTHER 10% City of Brisbane Airport Corporation (CBAC), an entity wholly owned by the City of Brisbane established specifically for investment in BACL, is the holder of Convertible Notes. Vision BACL’s vision for the future development of Brisbane Airport has four cornerstones: • to transform Brisbane Airport from a city airport into an Airport City • to develop Brisbane Airport as a premier international gateway and transport hub, in competition with other airports in Australia • to stimulate and enhance the airport’s capability to act as an economic engine for South East Queensland in its own right • to ensure that, while pursuing these achievements, a balance is achieved between the interests of all stakeholders, in particular a balance between economic development and environmental impact. Mission BACL aims to develop, manage, operate and maintain Brisbane Airport as a first class airport and to transform it into a regional gateway, with full regard for the interests of all stakeholders. This will benefit customers, the community and shareholders through the generation of regional prosperity. Values We believe in: respect for our people; open, honest, communication and trust; stakeholder satisfaction; teamwork and learning; environmental responsibility; safe and secure operations. And this is what BACL stands for. Highlights BACL achieved operating revenue of $117 m, producing an operating profit of $80 m. After finance costs, net profit before depreciation, amortisation and abnormals was $10.5 m. Depreciation and amortisation of $24 m and abnormals of $2 m mean that the company recorded a net loss before tax of $11.8 m. Capital expenditure amounted to $6 m. • The company drew up its draft Master Plan for the development of the airport to the year 2018 through a process of extensive public and industry consultation. A draft Airport Environmental Strategy was also created. Both plans were submitted to the Federal Transport Minister within the timeframe required. • Future revenue has been enhanced and secured through the proposals for a fuel throughtput fee and a ground facilities fee. Agreements have been reviewed with concessionaires to secure revenue, new investment and greater quality of service to passengers. • Cultural change linked with reorganisation and reorientation has increased employee productivity while enhancing safety, security and workplace quality. • Subject to Government approval, a new public sector rail link between the airport, the city and the Gold Coast was agreed with Airtrain Citylink Ltd., for projected completion in the year 2000. Capital projects were negotiated for new and existing airport tenants, including Australia Post. Financial Control 1997/98 was a difficult first trading year for the company, given the impact on traffic volumes from economic and financial problems among some Asian countries. Therefore, capital expenditure has been kept to a minimum, limited mainly to projects generating a good commercial return. A focus on commercial revenue and tight cost control strengthened BACL’s cash position during the year. The company’s shareholders and syndicate of lenders have been kept well-informed and their continued support and enthusiasm for BACL points to a great future. Annual Report 1997/98 • 7 Against a background of economic uncertainty among some of the airport’s trading partners, a combination of new airlines and increased frequencies has sustained total passenger figures at 10.3 million. Of these, 2.5 million were international. Airline efficiencies reduced aircraft movements slightly to 154,000. BACL ...evolution • Inside the organisation Brisbane Airport Corporation Ltd generates its income from two basic activities: Operations and Commercial Services. Each has a management structure within BACL which works closely with the other, supported by administrative disciplines. Operations Aeronautical charges for the first five years are subject to a price cap representing a real fall in income. This part of the business therefore relies on productivity improvements and additional activity to maintain its contribution. The main measure of success in its core competence is the availability of airport facilities. During the year, the unit’s success rate provided a benchmark that will be impossible to surpass in the future: there were no closures of runways, taxiways or the apron nor have there been any major delaying failures in any key systems such as airport lighting, baggage handling, air bridges or check-in facilities. BACL ...evolution 8 Annual Report 1997/98 Operations is charged with the provision of safe, secure, reliable and environmentally friendly operation for Brisbane Airport. It also provides engineering support for airport projects. It is such performance that led to Brisbane Airport achieving the best on-time record for inwards processing of any Australian international airport, according to an independent Customs report. The airport’s entire approach to maintenance has been revolutionised with the introduction of upgraded training and new information technology. Brisbane Airport’s computerised maintenance system introduced during the year, provides such a high level of physical and cost control of the assets that maintenance staff are now able to monitor activity remotely and work a normal nine-to-five day, rather than a shift system. The company’s safety and security focus has been enhanced. For example, it now has a major crisis exercise on a monthly basis – airport personnel have been on full alert a dozen times during the period, facing the rigours of simulated incidents. Environmental control also falls within Operations’ activities and is more extensively discussed under the Environment section of this report. Again, the airport’s performance has been greatly improved over the year, without any infringement action. Aircraft noise-generating activity has been a particular focus, with new procedures instituted for ground running of engines and, in consultation with Airservices Australia, the limiting of noisier Chapter 2 aircraft to take-offs and landings over Moreton Bay at night, avoiding residences. Dealing closely with Commercial Services, Operations has provided an engineering service committed to bringing capital projects in on time and on budget. Turning the City and Gold Coast rail link proposal into reality will be a major focus for the coming year. BACL ...evolution 9 Annual Report 1997/98 Commercial services The revenue stream, which will drive Brisbane Airport’s evolution into an Airport City, comes substantially from the work of the Commercial Services team, since aeronautical charges are capped and must reduce. Equally, if consumers’ needs are to be met, then services must be of the highest standard. Partnership with the businesses which operate from Brisbane Airport now and in the future is therefore vital – and Brisbane Airport Corporation Ltd has, from the outset, shown its determination to be a flexible, quality-focused business partner. Commercial Services is based on an account management structure, dealing with five areas: the international terminal, the domestic terminal, ground transportation, property development and outgoings, which cover recharged costs such as electricity. Much of the domestic terminal is under lease to Qantas and Ansett Australia and under the direct control of those airlines. On the other hand, the international terminal gives BACL an opportunity to show exactly what it could do. BACL ...evolution 10 Annual Report 1997/98 The company began by re-negotiating with duty free retailers Nuance Global Traders, food and beverage providers Spotless Services Ltd and currency service Travelex Exchange Corporation, reaching 10-year agreements with each. The response was immediate and favourable, with major investment being undertaken to re-develop nine outlets and add four completely new outlets. “Services of the highest standard” Central to these negotiations were win-win partnerships, with account management and monthly financial and quality performance monitoring. As a result, a broader range of goods and better customer service became apparent. The consumer clearly liked the result: at a time of great economic upheaval in the airport’s main markets, average spend per passenger was maintained and, in some areas, even rose strongly by 10 to 15 per cent. Further revenue will be generated through the provision of seven new outdoor advertising sites, contracted to Boyer Group, another 10 year deal. On ground transportation, Brisbane Airport faced current and potential congestion and safety hazards with a limited length of kerbside to serve the needs of 10.5 million passengers. Facing double parking as the public, buses, taxis and limousines vied for position, the airport decided there had to be a fair and equitable system which not only reduced the problem but provided the revenue for better facilities. As a pro-active measure, BACL set out to implement a ground transportation strategy to minimise congestion at the kerbside. Following over 200 meetings with interested parties, the airport adopted a ‘user pays’ principle as a central platform of its revenue policies. Charges for implementation during 1998/99 were negotiated, raising funds for the maintenance, improvement and enhancement of bus, limousine and taxi facilities to cope with current and projected traffic. The company introduced greater competition and a level playing field for car rental providers following a tender process. In the coming year, there will be five operators, adding National to the existing four – Avis, Hertz, Budget and Thrifty – with five year agreements. A fuel throughput fee originally proposed by the Federal Airport Corporation (FAC) was finalised with the assistance of a Queens Counsel to ensure a fair and equitable outcome for implementation this year. Real estate development – central to BACL’s vision of an Airport City – took significant steps forward during the year. A new aero-medical facility for the Royal Flying Doctor Service was agreed and is under construction in the general aviation area. Australia Post also contracted with BACL to construct a 5,000 sq m mail distribution centre in the Brisbane Airport Export Park. BACL began working closely with DHL on new freight concepts, the question of manufacturing in bond and the development of free trade zones. BACL ...evolution 11 Annual Report 1997/98 BACL ...evolution 12 Annual Report 1997/98 Planning for the future A master plan to 2018 No airport can develop without the support and approval of the community it serves. This means communicating the organisation’s basic intentions to as wide an audience as possible. And listening to the response. BACL ...evolution For BACL, the opportunity presented itself rapidly. Under the Airports Act 1996, the company was to produce a Master Plan. Airport management decided to use this to communicate its overall strategy to all stakeholders. An important report made the plan’s creation a powerful imperative for Queensland as a whole. Ernst and Young’s Economic Impact Survey showed Brisbane Airport could become an economic engine for the State and Eastern Australia, generating three times as many jobs as today. 13 BACL examined the forecasts, compared them to the airport’s capacity and drew up expansion requirements with a planning horizon of 2018. The resulting preliminary draft Master Plan was published for public consultation in as wide a manner as possible. Annual Report 1997/98 Feedback was received from not only the community and political representatives but from wider industry interests. Amendments based on these comments were made in a Supplementary Report. This process, a first for the airport, enabled management to identify what stakeholders’ concerns are and who holds them. Brisbane Airport’s commitment to communication can now move ahead based on this information. In the coming year, management moves into a further planning phase, dealing with demand analysis, detailed infrastructure plans and budgeting for precinct planning. Two main platforms require a closer look: the plans for Airport Town and a development strategy for the central terminal area. The next move is to channel resources into controlling BACL progress against its strategic objectives. This means taking the original business plan and, from it, developing a strategic plan for the step-bystep actions the company must follow. It must integrate with the overall planning cycle and will, ultimately, form a road map towards Airport City. A strategy for environment There is no question that an international airport driving economic growth will have an impact on its surroundings and community. Every stakeholder recognises this. The real question is: how much impact and how can it be minimised? Again, BACL was presented with a legislative opportunity, since the Airports Act 1996 required the submission of a draft Airport Environment Strategy (AES) to the Federal Transport Minister within the year. This was achieved. Brisbane Airport’s site has been under continuous development for many years but BACL found a number of issues requiring its attention and protection. Five of the airport’s eight habitats are wetland communities while scattered remnants of mangrove areas contribute to the fauna productivity of Moreton Bay. There are no proven archaeological sites, from either indigenous occupation or the 170 years of non-indigenous convict and general farming, small settlements and aviation. But they may be present and the AES includes a process of consultation should it be needed. BACL found there is a very low probability of direct soil or water pollution by the airport, and no records of major pollution events exist . . . the only realistic possibility of such an impact would be through a serious accident or natural disaster. The AES commits the company to risk reduction, emergency control procedures and, of course, good housekeeping. These and the use of environmentally friendly materials and processes in future will make BACL a friend of the Earth. Management is establishing an Environmental Management System consistent with international standards. “Minimising our impact” The people asset Professionals in the right place right time at the Koen Rooijmans took over its leadership in July 1997. He had been chiefly responsible for Amsterdam Airport Schiphol’s involvement in the bid process for the privatised airport, moving from his post as managing director of CSU Total Care, a 5,500 employee facilities management organisation. With more than 20 years management experience in aviation, Koen was a member of the KLM Royal Dutch Airlines senior management team where his responsibilites spanned facility services, finance and managing directorship of regional airline KLM Cityhopper. He has held directorships with various Dutch companies. He has a Doctorandus degree with Honours in Economics from Katholieke University Brabant in the Netherlands. BACL ...evolution 14 Annual Report 1997/98 A new vision for Brisbane Airport requires a mix of solid, international experience and creative flair. BACL has assembled such a team. The companyÕs managers have skills that both complement and often overlap each other, producing a unique blend. Tim Rothwell is responsible for financial policy and control, management information and information technology. He joined the airport in 1994 from a background in the development and tourism industries. Past roles included finance director of a UK construction company. He has a degree in economics and accounting and is a Fellow of the UK’s Institute of Chartered Accountants and a Member of both the Australian Institute of Company Directors and the Financial Executives Institute of Australia. Brad Bowes polices the airport’s legal risk management and compliance issues, building on extensive experience in property asset management. As Company Secretary, he handles corporate administration and Board-related matters. Joining Brisbane Airport as Manager – Terminal Services, Brad was seconded during privatisation to prepare the airport’s business plan and corporate strategies. He was due diligence co-ordinator and secretary to the Brisbane Airport Internal Board. He holds an MBA and Bachelor of Business from Queensland University of Technology and is a member of the Australian Institute of Chartered Secretaries, the Australian Society of Certified Practising Accountants and the Australian Institute of Company Directors. Stephen Goodwin heads up management of the airport’s people asset, having joined in 1997 as Manager – Human Resources. His sphere of operation extends through strategy, policy, procedures, monitoring, training and recruitment plus occupational health and safety. He has undertaken similar operational roles for some of Queensland’s leading organisations, including the Central Queensland Electricity Commission and Queensland Alumina. Before BACL, Stephen rose to a senior Human Resources position with ICI Dulux, encompassing Queensland, New South Wales and the Selleys Group. Isabelle van Bentum markets the airport by strengthening airline and travel industry relationships, virtually duplicating the role she performed for Amsterdam Airport Schiphol. Additionally she manages communications and corporate relations together with the provision of marketing services. At the award-winning Dutch hub, Isabelle formulated and developed corporate and brand positioning, heading a department which implemented these world-wide. She has worked closely with Vienna International Airport on marketing strategy and consulted for the Schiphol Area Development Company. Isabelle is a Bachelor in tourism and marketing. His Masters degree included a speciality year studying marketing and consumer behaviour. He joined Schiphol in 1994 and rose through the environmental, business development and real estate departments to become manager of commercial development. Neil Bentley is responsible for strategic planning and for the development of the new Master Plan. He joined from Cairns Port Authority, where he was project director for Cairns Airport Redevelopment Stage III. A Bachelor of Engineering (Civil) and Master of Engineering Science, he is a member of the Institution of Engineers Australia, a chartered professional engineer and a registered professional engineer of Queensland. Annual Report 1997/98 Diederik Pen wants Brisbane Airport to be a shopping experience. His development of the commercial strategy for Schiphol’s Terminal West led him to be responsible for the retail and trading strategy in BACL’s bid for Brisbane Airport. He was then given the job of carrying it out, covering both terminals, ground transport, property management and property development. 15 Moving to the airport from a major national construction company, Cam has also held senior positions in the public sector including Inspector of Operational Training for the Department of Aviation and administration manager Queensland for the Australian Broadcasting Corporation. BACL ...evolution Cam Spencer’s job embraces airfield operations, safety, security and the maintenance of our terminal, airfield and landside infrastructure plus BACL’s drawing office. Our precision in these areas perhaps stems from his 20 year military career. Commitment from the team Evolution from a Government-run facility to a competitive, enterprising World Class company is not an overnight process. Yet BACL’s progress has been nothing short of revolutionary. BACL ...evolution 16 Annual Report 1997/98 The best measure of productivity has been the company’s ability to react to a rapidly changing economic situation while progressing its future plans. There are, however, simpler measures which provide stark examples of how much life has changed at the airport. “People own • Absenteeism was running at 3.5 to 5.5 per cent per annum prior to the BACL purchase. 1997/98’s record is an insignificant 1.2 per cent. • Overtime in the busy team had averaged 4.2 per cent. In the past year, the figure has virtually halved to 2.5 per cent, thanks to the sheer enthusiasm and commitment of BACL’s people. • Few members of the previous 125-strong team (including 113 full-timers) would have said they were under-employed. Establishment at the end of the year under review was 117, with 107 full-time. More is being done yet working hours and conditions are better. • When BACL took the reins, there were 18 temporary staff on site. They’re not used now, as the company’s direct employees have increased their personal productivity and flexibility. Jobs” The reason is a complete re-orientation of employment policies. Rather than placing its team in a ‘classification’ structure, BACL has ensured that people own jobs. As they add value, their reward inevitably follows. Beginning with an enterprise agreement struck with the Site Consultative Team which provided for a general 3.8 per cent salary increase – the first agreement reached by any of the newly privatised airports – management and team set out to achieve the higher accountability required by a stand-alone business. The Hay Group consulted on the assessment of jobs benchmarked against 160 other Australian companies. A performance appraisal mentality is now in place, with a formal system for management following early in the next financial year. Not only will this identify how managers should benefit from adding value but it will also create a training and development plan so they can maximise their potential. A cross-functional cultural and change management program named “BAC to the Future” was initiated during the year and has had a major impact on attitudes, performance and overall company direction. Every team member throughout the company now finds him- or herself part of a capable, committed workforce able to make decisions and get them right first time. These are World Class people. Successes are celebrated. Team-building exercises are common. Exceptional performance is recognised through an Employee of the Month award – originally met with some scepticism but now highly valued. This has led to an Employee of the Year. As a responsible employer, BACL was also concerned with every injury suffered by team members each year. Three or four were lost time injuries, which was unacceptable. The airport reviewed procedures, heightened awareness and increased both training and the rigour associated with injury investigation. The lost time injury figure has reduced to just one during the past year. At the same time, injuries were re-classified and a risk audit is planned for the coming year. The company wants to be perceived by the wider community as an employer of first choice – exciting, a major player, safe and worthy of commitment. This position is already emerging, as BACL finds its careful, competency-based recruitment programme producing high quality applicants. Managing Director and Chief Executive Officer Koen Rooijmans +61 7 3406 3034 Strategic Planning Financial Services Neil Bentley +61 7 3406 3091 Tim Rothwell +61 7 3406 3022 Marketing & Communications Human Resources Company Secretary Isabelle van Bentum +61 7 3406 5765 Stephen Goodwin +61 7 3406 3127 Brad Bowes +61 7 3406 3138 BACL ...evolution 17 Commercial Services Cam Spencer +61 7 3406 3011 Diederik Pen +61 7 3406 3061 Terminal Maintenance Retail Terminal Operations Landside Transportation Engineering Services Property Development Drafting Services Indoor/Outdoor Advertising Airfield Maintenance Food & Beverage Airside Operations Car Parking Environment Property Management Annual Report 1997/98 Operations The marketplace Four million international visitors choose Australia every year, with three of their top five destinations located in Queensland, which welcomes two million such holidaymakers. These customers ensure that Brisbane Airport is one of the world’s leading vacation airports. Yet the airport’s strategy is to develop as an economic engine and this means it will need to encourage business traffic. BACL ...evolution 18 Annual Report 1997/98 Foundations already exist. The region has the highest growth in the country, creating a burgeoning market for products and services. Infrastructure such as the Gateway Ports is already in place. In Asia-Pacific, economic activity has been at high levels for many years. During the year under review, an economic and banking crisis hit some Asian economies and dramatically reduced business activity. BACL took a long, hard look at its market. Destination and passenger profiles were put in place and a marketing department created, turning first to its core customer base. Working closely with State tourism bodies, the airport focused on international travel trade promotion. Brisbane participated in the Kamiki campaign in Japan, promoting Queensland destinations and increasing length of stay. Japanese charter airline Harlequin Air began operations, as did Taiwan’s Mandarin Airlines. China Southern joined the airport’s roster for a short period until market conditions necessitated a withdrawal, hopefully temporarily. Philippine Airlines also withdrew following the economic crisis. So it was left to these new carriers and increased frequencies from existing customer airlines to ensure that Brisbane Airport’s international passenger figures remained stable at 2.5 million. Air cargo proved a growth area. Korean Airlines initiated full freighter services to serve the European and North American markets while other operators experienced an upturn. The State and Federal Governments supported the formation of the Air Freight Council of Queensland, an active measure welcomed by BACL which made a representative available to chair the Council. At the same time, the company has been putting cargo marketing resources in place. While BACL’s new marketing function undertook not only this activity but also produced publications, communicated the Master Plan and became involved with key community sponsorships, its main role for the future proved to be the gathering of information. Databases, research and other intelligence helped define changing patterns in BACL’s customer base. This information will be greatly enhanced as, during the rest of 1998, the airport’s sophisticated Terminal Information Management System program is fully introduced to allow detailed tracking. With the development of continuing information services to the world’s media and an ongoing dialogue with stakeholders, communications is a central airport role which has been substantially extended during the year. Taking a pro-active stance, the company uses every available communications technique to ensure its policies and positions are understood among its audiences. This planned activity includes media briefings and support material, a regular – award-winning – newspaper, talks with business, community and industry groups, a website and a broad range of other tools. BACL is dedicated to good communications, touching many aspects of the airport’s operational and commercial work. Airline activity While the Asian economic situation has created major changes in airline thinking, the end result has been a broadly unaltered airline movement chart for Brisbane. Reduced frequencies by some have been balanced by increases from others. However, BACL has noted a reduction in the numbers of seats flown, as airlines switch to smaller equipment. A Year 2000 Steering Committee was appointed to oversee what has become known as BACL’s Y2K Project. External technical experts in Year 2000 Compliance were assigned to the project, resulting in a Management Plan to deal with relevant issues. Firstly, the Management Plan identifies and prioritises the key Year 2000 risks. Secondly, it develops a plan to remediate, test and implement Year 2000 solutions. Two focus groups – an Airside and Landside Focus Group – have been formed to assess the interaction between BACL and external companies operating from Brisbane Airport leading up to the Year 2000. The airport’s communications team is closely involved with this project, making certain that every employee is fully aware of what needs to be done . . . not only in their work but also in their home lives. Tools include a briefing on the company’s Intranet and fortnightly reminders to all staff. Annual Report 1997/98 BACL has been actively addressing the Year 2000 problem – the Millennium Bug. 19 Year 2000 BACL ...evolution Among the changes are: • All Nippon increased operations between Brisbane and Japan. • British Airways upped services to daily, linking London via Singapore, while Qantas reduced its daily Singapore services. • Garuda Indonesia extended its services onward to and from Auckland. • Brittania Airways stepped up charter operations from the UK. • Mandarin Airlines now link Brisbane with Taipei. • Royal Brunei increased services to three per week. • Harlequin Air are operating new charter services from Japan. • Air New Zealand, Ansett and Qantas all withdrew services to Seoul following the economic crisis. • Qantas increased services to Auckland, Christchurch and Wellington. • Freedom Air increased Trans Tasman services to seven per week. • Ansett flights to and from Norfolk Island were taken over by Flight West, using F28 aircraft on a codesharing basis. • Korean Air dedicated a full freighter to Brisbane operations. • Impulse Airlines started freight and newspaper handling and distribution, using the old International terminal. • Australian Air Express upgraded its Brisbane base to a hub, increasing its 24 freight flights to 40 per week. Trading revenue by stream for 1997/98 Designation BNE Location 13 km north east of Brisbane city centre next to Moreton Bay. Occupies 2,700 ha. Passengers handled 10.5 million (2.5 m international) Airlines 27 international carriers 7 domestic carriers Destinations 25 international 35 domestic Frequencies 168 international, per week 1,044 domestic, per week Full-time employees 107 Recharge Other Aeronautical Property BACL ...evolution 20 Annual Report 1997/98 Fast facts Commercial Trading expenses by stream for 1997/98 Staff Contract sevices Utilities Finance costs General admin. Employee productivity Effective employees, 1996/97 Effective employees, 1997/98 125 117 Passengers per employee, 1996/97 Passengers per employee, 1997/98 82,039 87,757 Maintenance Depn & Amort Movement comparisons 96/97 97/98 % growth International 2,461,293 2,455,789 – 0.22 Domestic 7,640,163 7,636,013 – 0.05 Domestic on carriage 153,427 175,739 14.54 Transit 333,848 317,085 – 5.02 77,578 77,051 – 0.68 5,255,994 5,134,422 –2.31 Passengers Landings Total Landed tonnes Total Brisbane Airport Corporation Limited ACN 076 870 650 Statutory Information and Financial Statements For the period 9 January 1997 to 30 June 1998 Corporate Governance This statement outlines the main Corporate Governance practices that were put in place for the period 9 January during the inaugural period of the Company, and in particular the period after the 1997 to 30 June 1998 operation and management of Brisbane Airport was assumed. Statement BACL ...evolution 2 Annual Report 1997/98 Board of Directors The Board is responsible for the overall Corporate Governance of the Company including participation in charting its strategic direction, objective setting and establishing policy guidelines, establishing goals for management and monitoring the achievement of these goals. The Board also determines matters of a major or unusual nature which are not in the ordinary course of business and it approves the Business Plan, Operating and Capital Budgets each financial year. Having set the Company’s strategic direction the Board delegates responsibility for the management of the Company to the Managing Director and CEO. The Board has also established a management framework including a system of internal control, a business risk management process and a delegation policy. Size and Composition of the Board The Company’s Articles of Association (Articles) and the Shareholders Agreement determine the number and composition of the Board including that there must be not less than three nor more than nine Directors (excluding Alternate Directors). Currently there are nine directors – eight Non-Executive Directors, including the Chairman and one Executive Director, being the Managing Director and CEO. These documents prescribe that SA, PBC and CBAC can appoint up to three, two and one directors respectively which is the current composition based on existing shareholdings. This entitlement reduces with any reduction in shareholding by those parties. The balance of the Board is determined on a preferential proportional voting basis by the remaining shareholders. In determining the Board’s composition careful consideration is given to ensuring an adequate balance of knowledge, skills and experience across a range of relevant industries and professions. CIPL and SA are entitled to appoint one of the directors as the Chairman of Directors on a rotating basis for a period of two years each for the first six years (or until either CIPL or SA holds less than 6% of the shares in BACL). SA was entitled to appoint the first Chairman of Directors. The Chairman of Directors has a deliberative vote (as Director) but not a casting vote (as Chairman) at any meeting of Directors. A Director may from time to time appoint an Alternate Director by giving notice in writing in the prescribed form and this has been done on a number of occasions throughout the period (see further details in table of meeting attendance). Non-executive directors’ fees are determined by the Board within the aggregate amount approved by shareholders. The names of the directors of the Company in office at the date of this statement are set out in the Directors’ Report on pages 5 to 7 of this financial report. Major Meeting Protocols Resolutions at Board meetings are decided by a simple majority of votes cast by directors. Each director is entitled to cast one vote except that the vote cast by the director appointed by CBAC shall not be counted in regard to major financial matters (dividends, budgets and issues in excess of $10 million value) if such vote would result in a majority of only one vote (where CBAC forms part of the majority). A quorum for Board meetings is five Directors including one Director appointed by SA, one Director appointed by PBC and the remaining three being non-executives of the Company appointed by any party. Corporate Governance Committees of the Board Acquisition Committee Immediately prior to the transfer of Brisbane Airport from the Commonwealth to BACL, a special purpose committee was formed (the Acquisition Committee) to handle matters regarding finalisation of the Airport’s acquisition. This Committee was disbanded once its function was concluded and the airport transfer completed. Statement for the period 9 January 1997 to 30 June 1998 Finance, Audit and Risk Management (FARM) Committee To assist in the execution of its responsibilities, the Board has established a Finance, Audit and Risk Management (FARM) Committee. As suggested by its name, the role of the FARM Committee is wide ranging to include matters of a financial, audit, risk and insurance nature. The overall objective of the Committee is to assist the Board of Directors to discharge its corporate governance responsibilities to exercise due care, diligence and skill in relation to the Company’s: • reporting of financial information to users of financial reports; • application of accounting policies; • financial management; • internal control system; • business policies and practices; • compliance with the Company’s constitutional documentation and material contracts; • compliance with applicable laws and regulations; and • monitoring and controlling of business and other risk. Internal Control Framework The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude all errors and irregularities. To assist in discharging this responsibility, the Board has instigated an internal control framework that can be described under five headings: • Financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Board. Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly. The Company reports to equity and debt holders on a quarterly basis; • Quality and integrity of personnel – the Company’s standards in respect of values and expectations of employee actions are clearly defined. Formal appraisals are conducted at least annually for all employees; • Operating unit controls – financial controls and procedures including information system controls; • Functional speciality reporting – the Company prepares Board information papers as required on various issues which arise in the course of operations in addition to Board requested information; and Annual Report 1997/98 The external auditors, the Managing Director and CEO and the Chief Financial Officer are invited to the meetings at the discretion of the Committee. The Company Secretary has been appointed secretary for the Committee. 3 The members of the Committee were: • Mr C Ryan (Chairman) • Mr B Thornton • Ms I Lee (resigned from the Board and Committee in August 1998) • Mr J Ward (appointed September 1998) BACL ...evolution The role of the Committee is documented in a Charter which is approved by the Board of Directors. In accordance with this Charter, all members of the Committee must be non-executive directors. This role includes monitoring the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the Company. It also gives the Board of Directors additional assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies or for inclusion in the financial report. Corporate Governance Statement for the period 9 January 1997 to 30 June 1998 • Investment appraisal – the Company has clearly defined guidelines for capital expenditure. These include annual budgets, detailed appraisal and review procedures and levels of authority. Environment The Company aims to ensure that the highest standard of environmental care is achieved. A dedicated environment officer has been employed to ensure the Company’s continuing compliance with environmental legislation. (Further details on the Company’s approach to environmental matters are described elsewhere in this Annual Report.) Business Risk Management and Compliance Programme The objective of this project is to develop and implement an integrated business risk management and compliance framework which will provide the Board and management with an ongoing programme to monitor and manage significant business risks. The scope of the project includes four phases: Phase 1 Development of a risk profile of the Company, including an initial assessment of the relative importance of identified significant risks. Phase 2 Consideration and assessment of the current risk management and compliance practices in so far as they relate to identified significant risks. Phase 3 Development of a risk management framework/programme to enable the Board and management to monitor and manage significant business risks on an ongoing basis. Phase 4 Ongoing review of compliance with the established risk management framework/programme. BACL ...evolution 4 Annual Report 1997/98 Under supervision of the FARM Committee, the Company instituted a Business Risk Management and Compliance Programme project during the period. Phase 1 of the project was completed in the period with the remaining phases to be completed in 1998/99. Millennium Issue (Refer elsewhere in this Annual Report for details) Shareholder Relations The rights and obligations of shareholders are described in the Shareholders Agreement and Articles of Association. In addition to these technical responsibilities, the Board of Directors aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs. Information is communicated to shareholders as follows: • the annual report is distributed to all shareholders. The Board ensures that the annual report includes relevant information about the operations of the Company during the year, changes in the state of affairs and details of future developments, in addition to the other disclosures required by the Corporations Law; • quarterly reports contain summarised financial information and a brief review of the operations of the Company during the relevant quarter or half year; • tours of the airport site including the airfield and passenger terminals were conducted for shareholders throughout the year together with briefings by management to assist shareholders in understanding the Company’s business and the industry in which it operates; and • shareholders are provided with regular Company Newsletters and Bulletins which cover a range of stories and information including significant events affecting the Company or the aviation industry. Directors’ Report The directors present their report together with the Financial Statements of Brisbane Airport Corporation Limited (“the Company”) for the period 9 January 1997 to 30 June 1998 and the auditors’ report thereon. for the period 9 January 1997 to 30 June 1998 Directors The directors in office at the date of this report are: Name Age Mr Barry Thornton FCA, FAIM, FAICD, FCIS Chairman 58 Mr Koen Rooijmans, Drs Managing Director and Chief Executive Officer 53 52 52 Mr Colin Ryan B.Com, LLB, FCA, FAICD 52 Cr Jim Soorley BA, MA 47 Mr Pieter Verboom PhD 48 Mr John Ward BSc, FAIM, FAICD, FAMI, FCIT 52 (Refer elsewhere in this Annual Report for details of directors’ qualifications, experience and special responsibilities.) BACL ...evolution Mr John Massey B.Com, CPA, FAIM, FAICD Ms Elizabeth Nosworthy BA, LLB, LLM, FAICD 5 The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the period are: Date Date Appointed Resigned Mr C Greiner 9.1.97 23.5.97 Directors’ Meetings Finance Audit and Risk Management Committee Meetings A B 3 3 Ms S Standen 9.1.97 29.1.97 1 1 Mr M Astill 9.1.97 29.1.97 1 1 A B Mr P Graham 24.6.97 27.6.97 1 1 Mr B Thornton 30.7.97 11 11 4 4 Ms I Lee 29.1.97 28.8.98 13 14 3 4 Mr D Corsie 9.7.98 (alternate for I Lee) Mr J Massey 1 21.11.97 6 7 2.7.97 11 12 Mr K Rooijmans 29.1.97 14 14 2.7.97 12 12 Cr J Soorley 2.7.97 11 12 Mr R Carter (alternate for J Soorley) 2.7.97 1 Mr J Ward 21.11.97 7 7 Mr H Smits 23.5.97 30.1.98 2 8 5 Mr P Verboom 30.1.98 2 Mr H Bakker (alternate for H Smits and P Verboom) 30.7.97 3 A B 1 2 2 2 1 Ms E Nosworthy Mr C Ryan Acquisition Committee Meetings 4 4 A – Number of meetings attended B – The number of meetings held during the time the director held office during the period. Meetings attended may include use of video/telephone conferencing technology. Annual Report 1997/98 Directors’ Meetings Directors’ Report for the period 9 January 1997 to 30 June 1998 Principal activities The principal activity of the Company during the period 9 January 1997 to 30 June 1998 was the acquisition of a leasehold interest in, and operation and development of, Brisbane Airport. Results $’000 BACL ...evolution 6 Annual Report 1997/98 Operating revenue 117,124 Operating profit before interest, income tax, depreciation, amortisation and abnormal items 80,485 Operating profit before income tax, depreciation, amortisation and abnormal items 10,565 Operating loss after income tax (11,833) Derivatives and other financial instruments The Company’s activities expose it to changes in interest rates and credit, liquidity and cash flow risks from its operations. The Board has established policies and procedures in each of these areas to manage these exposures. Management reports to the Board on a monthly basis on the monitoring of and compliance with the policies in place. Virtually all of the Company’s current variable interest rate exposure on current borrowings has been swapped from a variable interest rate to a fixed interest rate until June 2004. The Company has a strict credit policy for customers trading on credit terms. Financing facilities and operating cash flows are managed to ensure that the Company is not exposed to any adverse liquidity risks. Adequate standby facilities are maintained to provide strategic liquidity to meet unexpected and material cash outflows in the ordinary course of business. No dividends have been proposed during the period and no dividends have been declared or provided for in these accounts. State of Affairs On 2 July 1997, the Company acquired a 50 year lease plus 49 year option over Brisbane Airport and purchased the assets and liabilities of the Federal Airports Corporation, Brisbane Airport. Review of Operations Whilst the financial and economic problems of certain Asian countries have had an impact on financial results, the overall performance of the Company to post an initial loss of $11.833m is considered satisfactory. The Company has a long term vision for the development of the Brisbane Airport, which has not been dented by the current period loss. The reorganisation and reorientation of the Company during the period places the Company in an excellent position to reap the rewards from the development of new markets and to benefit from the future growth in the Asia-Pacific region. Events Subsequent to Balance Date In the interval between the end of the period and the date of this report, no item, transaction or event of a material nature has arisen, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in subsequent financial years. Likely Developments The Company will continue to pursue its objectives consistent with the draft Master Plan and Business Plan prepared during the period. Further details of these initiatives are contained elsewhere in the Annual Report. Directors’ Report Directors’ Benefits for the period 9 January 1997 to 30 June 1998 Directors’ benefits are set out in Note 27. Insurance Premiums During the period the Company has paid insurance premiums in respect of directors’ and officers’ liability and legal expenses insurance contracts, for current and former directors and officers, including executive officers of the Company. The directors’ have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses insurance contracts, as such disclosure is prohibited under the terms of the contract. Rounding Off Signed in accordance with a resolution of the directors: BACL ...evolution The Company is of a kind referred to in Regulation 3.6.05(6) of the Corporations Regulations and amounts in this report and the accompanying financial statements have been rounded off to the nearest one thousand dollars in accordance with Section 311 and the Regulations unless otherwise indicated. 7 25 September 1998 Director Koen Rooijmans Director 25 September 1998 Annual Report 1997/98 Barry Thornton Profit and Loss Account for the period 9 January 1997 to 30 June 1998 Note Operating revenue Aeronautical revenue Commercial trading revenue Property revenue Other revenue Gross proceeds from sale of property, plant and equipment Interest received – other parties $’000 2 36,830 44,672 25,661 7,075 333 2,553 Operating Costs Staff costs Contract services Utilities General administration Maintenance 8,133 7,403 8,172 8,242 4,689 36,639 Operating profit before interest, depreciation, amortisation, abnormal items and income tax 80,485 Interest payments 69,920 Operating profit before depreciation, amortisation, abnormal items and income tax 10,565 BACL ...evolution 8 Annual Report 1997/98 117,124 Depreciation and amortisation 3 Operating loss before abnormal items and income tax Abnormal items (13,872) 5 Operating loss before income tax Income tax attributable to operating loss Operating loss after income tax Retained profits at the beginning of the period Accumulated losses at the end of the period 24,437 2,039 (11,833) 6 0 (11,833) 0 (11,833) The profit and loss account is to be read in conjunction with the notes to the financial statements set out on pages 11 to 26. Balance Current Assets Cash Receivables Inventories Other Note $’000 8 9 10 37,940 6,364 453 70 Total Current Assets 44,827 11 12 13 14 938,240 53,729 394,426 29,210 Total Non-Current Assets 1,415,605 Total Assets 1,460,432 15 18 19 Non-Current Liabilities Bank loans Shareholder loans Convertible notes Provisions Other 16,413 16 16 16 18 19 928,200 255,000 10,000 142 6,611 Total Non-Current Liabilities 1,199,953 Total Liabilities 1,216,366 Net Assets Shareholders’ Equity Share capital Reserves Accumulated losses Total Shareholders’ Equity 244,066 20 21 2,550 253,349 (11,833) 244,066 The balance sheet is to be read in conjunction with the notes to the financial statements set out on pages 11 to 26. Annual Report 1997/98 Total Current Liabilities 8,690 1,537 6,186 9 Current Liabilities Accounts payable Provisions Other as at to 30 June 1998 BACL ...evolution Non-Current Assets Lease premium Leasehold land Property, plant and equipment Other Sheet Statement of Cash Flows for the period 9 January 1997 to 30 June 1998 Note Cash flows from operating activities Cash receipts in the course of operations Cash payments in the course of operations Interest received Interest paid Net cash provided by operating activities 132,522 (43,208) 2,553 (66,290) 26 BACL ...evolution 10 Annual Report 1997/98 Cash flows from investing activities Payment for Brisbane Airport Payments for property, plant and equipment Proceeds from sale of property, plant and equipment 25,577 (1,396,846) (9,355) 333 Net cash used in investing activities (1,405,868) Cash flows from financing activities Proceeds from issue of shares Preliminary expenses paid Proceeds from: Convertible notes Shareholder loans Bank loans Gain on placement of mezzanine bond received from financier Borrowing costs paid 256,414 (515) 10,000 255,000 928,200 2,134 (33,002) Net cash provided by financing activities 1,418,231 Net increase in cash held 37,940 Cash at the beginning of the financial period Cash at the end of the financial period $’000 0 26 37,940 The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 11 to 26. Notes to the Note Contents Statement of Significant Accounting Policies 2 Operating Revenue 3 Operating Loss 4 Auditors’ Remuneration 5 Abnormal Items 6 Taxation 7 Earnings Per Share 8 Receivables 9 Inventories 11 Lease Premium 12 Leasehold Land 13 Property, Plant and Equipment 14 Other Non-Current Assets 15 Accounts Payable 16 Bank Loans, Shareholder Loans and Convertible Notes 17 Financing Arrangements 18 Provisions 19 Other Liabilities 20 Share Capital 21 Reserves 22 Additional Financial Instruments Disclosure 23 Employee Entitlements 24 Commitments 25 Contingent Liabilities 26 Notes to the Statement of Cash Flows 27 Directors’ Remuneration 28 Related Parties 29 Economic Dependency 30 Events Subsequent to Balance Date 31 Segment Information Annual Report 1997/98 Other Current Assets 11 10 for the period 9 January 1997 to 30 June 1998 BACL ...evolution 1 Financial Statements Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 1 Statement of Significant Accounting Policies The significant policies which have been adopted in the preparation of this financial report are: A Basis of Preparation The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views and the Corporations Law. It has been prepared on the basis of historical costs and except where stated, does not take into account changing money values or current valuations of non-current assets. BACL ...evolution 12 Annual Report 1997/98 This is the first period of operation for the Company. The Company was incorporated on 9 January 1997 and commenced operations on 2 July 1997. Accordingly there are no comparatives. B Revenue Recognition Revenue is recognised on an accruals basis. Aeronautical Revenue Aeronautical Revenue comprises Landing Fees and International Terminal charges, based on the maximum take-off weight (MTOW) of aircraft, and a security charge for the recovery of charges imposed by Australian Protective Services. Commercial Trading Commercial Trading Revenue comprises concessionaire rent and other charges received including income from public car parks. Property Revenue Property Revenue comprises rental income from Company owned terminals, buildings and other leased areas. Asset Sales The profit or loss on disposal of assets is brought to account on the date the transaction occurs. C Taxation Income Tax The Company adopts the liability method of tax effect accounting. Income tax expense is calculated on net profit adjusted for permanent differences between taxable and accounting income. The tax effect of timing differences, which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the balance sheet as a future income tax benefit or a provision for deferred income tax. Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits related to tax losses are not brought to account unless realisation is virtually certain. The tax effect of capital losses is not recorded unless realisation is virtually certain. D Borrowing Costs Borrowing costs comprise costs incurred in establishing and renegotiating borrowing facilities, and are amortised on a straight-line basis over the term of the applicable borrowings. E Non-Current Assets The carrying amounts of non-current assets are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds the recoverable amount, the asset is written down to the lower amount. In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present value. Leasehold land and buildings are independently valued every three years. Notes to the Financial Statements F Acquisition of Right to Operate Brisbane Airport During the period, the Company acquired the right to operate Brisbane Airport for a period of 50 years with a 49 year option. The Lease Premium paid is the cost of this right and is carried at cost. As the Directors intend to renew the lease after the initial 50 year period, the Lease Premium is amortised over 99 years. The Lease Premium is amortised on an inverse sum of the digits basis to reflect increasing benefits expected over an initial period of 20 years, and thereafter on a straight-line basis. for the period 9 January 1997 to 30 June 1998 The acquisition price has been allocated as follows: $ ‘000 954 940,474 54,300 403,730 (2,612) 1,396,846 G Receivables Debtors Trade debtors are generally settled within 30 days and are carried at amounts due. The collectibility of debts is assessed at balance date and specific provision is made for any doubtful debts. A general provision for doubtful accounts is also maintained. H Inventories Inventories comprise spares for equipment utilised in the operation of the airport and are carried at the lower of cost and net realisable value. I Leasehold Land Leasehold land is recorded at cost and is amortised on a straight line basis over the expected term of the lease, being 99 years. J Property, Plant and Equipment Acquisition Property, plant and equipment is recorded at cost and depreciated as outlined below. The cost of property, plant and equipment constructed by the Company includes the cost of labour, materials, consultants and all other directly associated expenditure. Construction work in progress at balance date is recorded as it is incurred. Annual Report 1997/98 Leasehold land has been recorded net of anticipated costs to remediate identified contaminated sites. The costs of such remediation will be capitalised when incurred. 13 The allocation of the acquisition price between assets and liabilities was undertaken on the basis of the Directors’ assessment of fair values and independent valuations of property, plant and equipment carried out as at 2 July 1997 by A Sharpe AVLE (Val) and P Palella B.Sc QS of Edward Rushton Australia Pty Limited, on the basis of the open market value of the assets concerned in their existing use. BACL ...evolution Current Assets (Prepayments, Inventories etc) Lease Premium Leasehold land Property, Plant and Equipment Liabilities Notes to the Financial Statements BACL ...evolution 14 Annual Report 1997/98 for the period 9 January 1997 to 30 June 1998 Depreciation Items of property, plant and equipment, including buildings are depreciated using the straight line method over their estimated useful lives. The depreciation rates used for each class of asset are as follows: Runways, Taxiways and Aprons Roads and Car Parks Buildings Movable Plant and Equipment Lighting and Visual Aids Mains Services Fences and Gates Furniture and Fittings Fixed Plant and Equipment Motor vehicles Office Equipment Computers and related Hardware 2.5% 2.5% 2.5% 5% 5% 5% 10% 10% 10% 15% 20% 33% Assets are depreciated from the date of acquisition or, in respect of assets constructed by the Company, when completed and ready for use. K Accounts Payable Liabilities are recognised for amounts to be paid in the future for goods or services received at balance date, whether or not billed to the Company. Trade accounts payable are normally settled within 30 days from the end of the month in which the invoice is received, unless prior contractual arrangements have been entered into. L Borrowings Borrowings are carried at their principal amount. Interest expense is accrued at the contracted rate and included in “Sundry Creditors and Accruals”. M Derivatives The Company is potentially exposed to changes in interest rates from its activities although it uses interest rate swaps to hedge these risks. Derivative financial instruments are not held for speculative purposes. Interest payments and receipts under interest rate swap contracts are recognised on an accruals basis and included in interest expense during the period. N Employee Entitlements Annual Leave Provisions for employee entitlements to annual leave represent the amount which the Company has a present obligation to pay resulting from employees’ services provided up to the balance date. The provisions have been calculated at undiscounted amounts based on current wage and salary rates and include related on-costs. Long Service Leave The liability for employees’ entitlements to long service leave represents the present value of the estimated future cash outflows by the employer resulting from employees’ services provided up to the balance date. Liabilities for employee entitlements which are not expected to be settled within twelve months are discounted using the rates attaching to national government securities at balance date, which most closely match the terms of maturity of the related liabilities. In determining the liability for employee entitlements, consideration has been given to future increases in wage and salary rates, and the Company’s experience with staff departures. Related on-costs have also been included in the liability. Notes to the Financial Statements Superannuation Fund The Company contributes to a combined defined benefit/defined contribution superannuation plan. Contributions are charged as an expense in the period in which they are incurred. Further information is set out in Note 23. for the period 9 January 1997 to 30 June 1998 O Unearned Revenue Revenue received in advance is recorded as a liability in the balance sheet and brought to account as income in the profit and loss over the period in which the benefit will be derived. 2 Operating Revenue $’000 36,830 44,672 25,661 7,075 333 2,553 117,124 15 3 Operating Loss Depreciation of: • Runways, taxiways and aprons • Roads and car parks • Buildings • Movable plant and equipment • Lighting and visual aids • Mains services • Fences and gates • Furniture and fittings • Fixed plant and equipment • Motor vehicles • Office equipment • Computers and related equipment 69,920 3,485 363 8,964 181 709 794 100 443 2,428 160 24 189 17,840 Amortisation of: • Lease premium • Leasehold land • Borrowing costs 2,234 571 3,792 6,597 Amounts set aside to provide for: • Doubtful debts • Employee entitlements Net loss on sale of property, plant and equipment 418 (93) 35 Annual Report 1997/98 Operating loss before abnormal items and income tax has been arrived at after charging/(crediting) the following items: Interest paid: • Other parties BACL ...evolution Aeronautical revenue Commercial trading revenue Property revenue Other revenue Gross proceeds from sale of property, plant and equipment Interest received – other parties Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 4 Auditors’ Remuneration $’000 Audit Services: Auditors of the Company – KPMG 65 Other auditors 10 Other Services: Auditors of the Company – KPMG 41 BACL ...evolution 16 Annual Report 1997/98 5 Abnormal Items Gain on placement of mezzanine bond received from financier Millennium issue rectification costs 2,134 (95) Aggregate abnormal items before income tax 2,039 The above abnormal items are included in the operating loss before income tax. 6 Taxation A Income Tax Benefit Prima facie income tax benefit calculated at 36% on the operating loss after abnormal items 4,260 Decrease in income tax benefit due to: Amortisation of lease premium, leasehold land Sundry items (919) (11) Tax losses and timing differences not brought to account as a future income tax benefit (3,330) 0 B Future Income Tax Benefit Not Taken to Account The potential future income tax benefit arising from tax losses and timing differences has not been recognised as an asset because recovery is not virtually certain: Tax losses 5,514 Timing differences (2,184) 3,330 Timing differences – acquired as a result of the acquisition of the right to operate Brisbane Airport 1,430 4,760 The potential future income tax benefit will only be obtained if: i the Company derives future assessable income of a nature and an amount sufficient to enable the benefit to be realised; ii the Company continues to comply with the conditions for deductibility imposed by the law; and iii no changes in tax legislation adversely affect the Company in realising the benefit. 7 Earnings Per Share Basic earnings per share 6.83 cents (loss) The weighted average number of ordinary shares used in the calculation of basic earnings per share is 1,733,296 shares Diluted earnings per share has not been disclosed as it is not materially different from basic earnings per share. Notes to the 8 Receivables $’000 Trade debtors Provision for doubtful debts 5,857 (418) 5,439 Sundry debtors Financial Statements for the period 9 January 1997 to 30 June 1998 925 6,364 9 Inventories Maintenance spares – at cost 453 Prepayments 70 11 Lease Premium Lease premium – at cost Accumulated amortisation 940,474 (2,234) BACL ...evolution 10 Other Current Assets 938,240 17 12 Leasehold Land 54,300 (571) 53,729 Annual Report 1997/98 Leasehold land – at cost Accumulated amortisation Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 13 Property, Plant and Equipment $’000 Runways, taxiways and aprons At cost Accumulated depreciation BACL ...evolution 18 Annual Report 1997/98 Roads and car parks At cost Accumulated depreciation 139,829 (3,485) 14,604 (363) Buildings At cost Accumulated depreciation 190,827 (8,965) Movable plant and equipment At cost Accumulated depreciation 1,243 (179) Lighting and visual aids At cost Accumulated depreciation 14,264 (709) Mains services At cost Accumulated depreciation 14,423 (794) Fences and gates At cost Accumulated depreciation 1,000 (100) Furniture and fittings At cost Accumulated depreciation 4,503 (443) Fixed plant and equipment At cost Accumulated depreciation 23,223 (2,428) Motor vehicles At cost Accumulated depreciation 1,166 (132) Office equipment At cost Accumulated depreciation 125 (24) Computers and related hardware At cost Accumulated depreciation Capital works in progress At cost 645 (189) 6,385 Total property, plant and equipment Net book value 394,426 14 Other Non-Current Assets Borrowing costs Accumulated amortisation 33,002 (3,792) 29,210 15 Accounts Payable Trade creditors Sundry creditors and accruals 8,165 525 8,690 Notes to the 16 Bank Loans, Shareholder Loans and Convertible Notes $’000 Bank loans – secured 928,200 Shareholder loans – unsecured 255,000 100,000 convertible notes of $100 each – unsecured Financial Statements for the period 9 January 1997 to 30 June 1998 10,000 Bank Loans The bank loans comprise Senior Debt and Mezzanine Debt which are secured by first and second ranking mortgages respectively over the airport lease and a fixed and floating first charge over the Company’s assets and undertakings. Pursuant to the Shareholder Agreement, each shareholder has loaned the company an amount in proportion to the number of shares for which the shareholder has been issued. Interest accrues at the rate of 15% per annum but is paid only to the extent that the Company has free cash available. Interest is non-cumulative and was not paid during the period. The loans are unsecured and are repayable after 50 years. 19 Convertible Notes The Noteholder has the option to convert to equity at the prevailing market price, exercisable by the Noteholder if the Company fails to pay interest for two consecutive interest payment dates or within a period of twenty business days up to or including the tenth anniversary of the issue date. If the notes are not converted on the tenth anniversary of the issue date, they must be repaid at face value plus any unpaid interest. 17 Financing Arrangements The Company has access to the following lines of credit: 820,000 108,200 10,000 255,000 20,000 1,213,200 Facilities utilised at balance date: Senior debt Mezzanine debt Convertible notes Shareholder loans Working capital facility – bank guarantee 820,000 108,200 10,000 255,000 3,400 1,196,600 Facilities not utilised at balance date: Working capital facility 16,600 16,600 Annual Report 1997/98 On 1 July 1997, the Company issued 100,000 convertible notes at a principal value of $100 each. Interest is payable every twelve months at an interest coupon rate equivalent to the 10 year Commonwealth Bond Rate determined on 1 July each year. Interest is paid annually in arrears. Total facilities available: Senior debt Mezzanine debt Convertible notes Shareholder loans Working capital facility BACL ...evolution Shareholder Loans Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 Working Capital Facility The facility is available for overdraft, loan, letters of credit, bank guarantees, transactional banking or a combination thereof, to a maximum of $20 million. A line fee on the facility is charged at 0.25% p.a. and is secured pari passu with the Senior Debt Facility. 18 Provisions $’000 Current 1,537 Employee entitlements 20 Annual Report 1997/98 Non-Current 142 Employee entitlements 19 Other Liabilities Current Unearned revenue Retentions, deposits and other amounts held on behalf of third parties 5,667 519 6,186 Non-current 6,611 BACL ...evolution Unearned revenue 20 Share Capital Issued and Paid-Up Capital 2,550,000 ordinary shares of $1.00 each, fully paid 200 performance shares of $1.00 each, fully paid 2,550 0 2,550 On 9 January 1997, the Company made the initial issue of shares, issuing 10 ordinary shares of $1.00 par value. These were converted to performance shares on 25 March 1997. A further allotment of 190 performance shares was made on 2 July 1997. Subsequently, the Company has issued 2,550,000 ordinary shares of $1.00 par value to shareholders. Of these shares, 2,303,570 were issued at a premium of $99.00, 7 were issued at a premium of $102.00, 174,993 were issued at a premium of $103.00 and 71,430 were issued at a premium of $109.00. Performance Shares Performance shareholders have the same rights as ordinary shareholders of the capital in the Company to receive notices, reports, audited accounts and balance sheets, and attend general meetings, and to vote at a general meeting in respect of any resolution directly affecting any of the special rights or privileges attached to the performance shares but otherwise no right to vote at a general meeting. Dividends are non-cumulative and only payable if the Company’s financial result exceeds agreed levels and if sufficient cash flow exists to pay dividends. 21 Reserves Share premium Balance at beginning of period Add: Premium on ordinary shares issued during the period Less: Preliminary legal expenses Balance at end of period 0 253,864 (515) 253,349 Notes to the Financial Statements 22 Additional Financial Instruments Disclosure A Interest rate risk Interest Rate Swaps The Company has entered into a $920 million interest rate swap which swaps the Company’s floating rate borrowings into fixed rates. The maturity of the swap will coincide with the maturity of debt facilities. for the period 9 January 1997 to 30 June 1998 The contract involves quarterly payment or receipt of the net amount of interest. The fixed rate at 30 June 1998 was 6.9% and the floating rates were at prevailing market rates plus a credit margin. Interest rate risk exposures 1998 Fixed interest maturing in: Floating 1 year Over 1 More Non- Interest or less to than 5 Interest 5 years years bearing $’000 $’000 $’000 rate $’000 $’000 Total Weighted average interest $’000 rate 21 Financial assets 37,940 37,940 Receivables 6,364 4.74 6,364 Financial liabilities Bank loans • Senior debt • Mezzanine debt 820,000 108,200 820,000 108,200 Accounts payable 8,690 Shareholder loans 8,690 255,000 255,000 Other liabilities 7,130 Convertible notes Interest rate swaps (notional principal amount) 6.07 9.36 10,000 (920,000) 7,130 10,000 920,000 7.16 6.90 B Credit risk exposures Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The credit risk on financial assets of the Company which have been recognised on the balance sheet, is the carrying amount, net of any provision for doubtful debts. The Company minimises concentrations of credit risk by undertaking transactions with a large number of customers and counterparties from various countries. The Company is not materially exposed to any individual, country, area or individual customer. Interest rate swaps are subject to credit risk in relation to the relevant counterparties, which are principally large banks. The credit risk on swap contracts is limited to the next amount to be received from counterparties on contracts that are favourable to the Company. No amount is due to the Company at the end of the period. Annual Report 1997/98 Cash BACL ...evolution The Company’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out below: Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 C Net fair values of financial assets and liabilities The carrying amounts of financial instruments approximate their fair values. The valuation of off-balance sheet financial instruments (interest rate swap agreements) is $105 million and reflects the estimated amount which the Company would expect to pay to terminate the swaps (net of transaction costs) or replace the swaps at their current market rates at the end of the period. 23 Employee Entitlements BACL ...evolution 22 Annual Report 1997/98 1998 $’000 Aggregate employee entitlements including on-costs • Current • Non-current 1,537 142 1,679 Superannuation funds The Company has a legally enforceable obligation to contribute to one superannuation fund, the Federal Airports Corporation Superannuation Fund which is a combination of a defined benefit and an accumulation fund. Defined Benefit Component Employer contributions are based on the advice of the fund’s actuary. Contributions in excess of those specified in SIS legislation are not legally enforceable. Employee contributions are based on various percentages of their gross salaries. After serving a qualifying period, all employees are entitled to benefits on retirement, disability or death. The fund provides defined benefits based on benefit percentage, years of service and final average salary. In accordance with the Trust Deed, the Company is under no legal obligation to make up any shortfall in the fund’s assets to meet payments due to employees. An actuarial assessment of the funds as at 1 July 1994 was carried out by John Burnett, BA, FIAA on 6 March 1995. The actuary concluded that the fund was in a satisfactory financial position. Set out below in the table are the total net assets, accrued benefits and vested benefits of the fund. Accrued benefits represent the present value of expected future payments which arise from members’ service up to the valuation date. Vested benefits are benefits which are not conditional upon the continued membership of the fund or any factor, other than resignation from the fund. Details of contributions to the fund during the period are as follows: Employer contributions paid to the fund 849 Employer contributions payable to the fund 9 858 1997 $’000 Fund Assets Market Value (i) Federal Airports Corporation Superannuation Fund 66,333 1997 $’000 Total Accrued Benefits (ii) 47,557 1997 $’000 1997 $’000 Excess Total Vested Benefits (i) 18,776 60,457 i Fund assets at net market value and vested benefits have been calculated at 30 June 1997, being the date of the most recent financial statements of the fund. ii Accrued benefits have been obtained from the most recent financial statements of the fund being 30 June 1997, and are based on an actuarial review performed as at 1 July 1994. Notes to the 24 Commitments Capital Expenditure Commitments 1998 $’000 Contracted but not provided for and payable: Not longer than one year 3,400 26 Notes to the Statement of Cash Flows A Reconciliation of cash 37,940 B Reconciliation of operating loss after income tax to net cash provided by operating activities Operating loss after income tax (11,833) Add/(less) items classified as investing/financing activities: (Profit)/loss on sale of non-current assets Gain on placement of mezzanine bond received from financier 34 (2,134) Unearned revenue (4,722) Add/(less) non-cash items: Amortisation/depreciation Amounts set aside to provisions Net cash provided by operating activities before change in assets and liabilities 24,437 325 6,107 Change in assets and liabilities (Increase) in inventories (17) Decrease in prepayments (Increase) in trade/ term debtors 349 (6,701) Increase in accounts payable 25,839 Net cash provided by operating activities 25,577 27 Directors’ Remuneration Directors’ Income The number of directors of the Company whose income from the Company or any related party falls within the following bands: $0 $10,000 $20,000 $30,000 $40,000 – – – – – $ 9,999 $19,999 $29,999 $39,999 $49,999 Total income paid to all directors of the Company Number 6 2 3 2 1 217 23 Annual Report 1997/98 For the purposes of the Statement of Cash Flows, cash includes cash on hand and at bank and short term deposits at call. Cash as at the end of the financial period as shown in the Statement of Cash Flows is reconciled to the related items in the balance sheet as follows: BACL ...evolution 25 Contingent Liabilities Cash for the period 9 January 1997 to 30 June 1998 8,911 In accordance with the terms and conditions of the agreement to purchase the right to operate Brisbane Airport, the Company is required to spend a determined amount on capital items in the first five years of operation, and an additional amount in the following five years of operation. The determined amount is revised yearly based on passenger growth forecasts and the operational requirements of the airport. The determined amount is currently estimated at approximately $331 million for the 10 year period. Bank Guarantees – secured (refer Note 17) Financial Statements Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 The Managing Director and CEO is appointed by Schiphol International B.V, in accordance with the Technical Services Agreement between the Company and Schiphol International B.V. The management fee paid under this arrangement incorporates the salary of the Managing Director and CEO and does not include a discrete salary component. Directors’ income does not include insurance premiums paid by the Company in respect of Directors’ and Officers‘ Liabilities insurance contracts, as the insurance contracts do not specify premiums paid in respect of individual directors. Details of the insurance premiums paid are set out in the Directors’ Report. 28 Related Parties 24 Annual Report 1997/98 Directors The names of each person holding the position of Director of the Company during the period: C Greiner, S Standen, M Astill, I Lee (Alternate: D Corsie), E Nosworthy, J Massey, K Rooijmans, C Ryan, H Smits (Alternate: H Bakker), J Soorley (Alternate: R Carter), B. Thornton P Verboom (Alternate: H Bakker) and J. Ward. Mr P Verboom replaced Mr H Smits as a director during the period. Details of directors’ remuneration are set out in Note 27. Apart from the details disclosed in this note, no director has entered into a material contract with the Company since the beginning of the financial period and there were no material contracts involving directors’ interests subsisting at year end. BACL ...evolution The following directors were appointed on and resigned on: • • • • • • C Greiner S Standen P Graham M Astill H Smits I Lee Appointed 9.1.97 9.1.97 24.6.97 9.1.97 23.5.97 29.1.97 Resigned 23.5.97 29.1.97 27.6.97 29.1.97 30.1.98 28.8.98 Other Transactions with the Company The terms and conditions for transactions entered into with shareholder entities were no more favourable than those available or which might reasonably be expected to be available, on similar transactions to non-shareholder entities on an arm’s length basis. Notes to the The values of transactions during the period with shareholder-related entities were as follows: Director H. Bakker I. Lee H. Smits, P. Verboom J. Soorley Commonwealth Bank of Australia Limited and related entities Port of Brisbane Corporation Schiphol Australia Pty Ltd Amsterdam Airport Schiphol City of Brisbane Airport Corporation Pty Ltd (Convertible Noteholder and related entities) 1998 Value of transactions $’000 Management services, reimbursement of bid and other associated costs – acquisition of right to operate Brisbane Airport 1,743 Share issue, borrowings, shareholder loans, reimbursement of bid and other associated costs – acquisition of right to operate Brisbane Airport 667,680 Share issue, shareholder loans, reimbursement of bid and other associated costs – acquisition of right to operate Brisbane Airport 191,178 Reimbursement of bid and other associated costs – acquisition of right to operate Brisbane Airport Share issue, shareholder loans, reimbursement of bid and other associated costs – acquisition of right to operate Brisbane Airport 100 87,222 Convertible note issue, rates and utility charges. 14,377 Amounts payable to and receivable from shareholder-related entities at balance date arising from these transactions were as follows: 1998 $’000 Current Receivable Current Payable Non-current Receivable Non-current Payable for the period 9 January 1997 to 30 June 1998 0 3,939 0 364,731 Technical Services Agreement The Company has entered into a Technical Services Agreement with Schiphol International BV in which Schiphol International BV provides the Company with the following services: • advisory services, including staffing, planning, operations, marketing and third party liaison; and • Schiphol International BV will make available qualified personnel to fulfil various positions within the Company’s organisational structure subject to the Company’s Board approval. 25 Annual Report 1997/98 K. Rooijmans Schiphol International BV Transactions entered into with shareholderrelated entity during the period BACL ...evolution E. Nosworthy Shareholder-related entity Financial Statements Notes to the Financial Statements for the period 9 January 1997 to 30 June 1998 29 Economic Dependency It is not considered that a material dependency exists with any one customer, country or region. 30 Events Subsequent to Balance Date There have been no events which occurred subsequent to balance date which have had a material effect on the Company. 31 Segment Information BACL ...evolution 26 Annual Report 1997/98 The Company operates in the aeronautical industry in Australia. Statement by 1. In the opinion of the directors of Brisbane Airport Corporation Limited: Directors (a) the financial statements of the Company as set out on pages 8 to 26 are drawn up so as to give a true and fair view of the results for the financial period ended 30 June 1998 and the state of affairs of the Company at 30 June 1998; and (b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. 2 The financial statements have been prepared in accordance with applicable Accounting Standards and Urgent Issues Group Consensus Views. Signed in accordance with a resolution of directors. Koen Rooijmans Director Brisbane, 25 September 1998 27 Annual Report 1997/98 Brisbane, 25 September 1998 BACL ...evolution Barry Thornton Director Independent Auditors’ Report BACL ...evolution 28 Annual Report 1997/98 to the Members of Brisbane Airport Corporation Limited Scope We have audited the financial statements of the Company for the period 9 January 1997 to 30 June 1998 consisting of the profit and loss account, balance sheet, statement of cash flows, accompanying notes and the statement by directors set out on pages 8 to 27. The Company’s directors are responsible for the financial statements. We have conducted an independent audit of these financial statements in order to express an opinion on them to the members of the Company. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial statements are free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial statements, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial statements are presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the Company’s financial position, the results of its operations and its cash flows. The audit opinion expressed in this report has been formed on the above basis. Audit Opinion In our opinion the financial statements of the Company are properly drawn up: (a) so as to give a true and fair view of: (i) the state of affairs of the Company at 30 June 1998 and the results and cash flows of the Company for the period 9 January 1997 to 30 June 1998; and (ii) the other matters required by Divisions 4, 4A and 4B of Part 3.6 of the Corporations Law to be dealt with in the financial statements; (b) in accordance with the provisions of the Corporations Law; and (c) in accordance with applicable Accounting Standards and other mandatory professional reporting requirements. KPMG Chartered Accountants Ian Fraser Partner Brisbane, 25 September 1998