1 2012/13 ANNUAL REPORT NAMIBIA AIRPORTS COMPANY 2 TABLE OF CONTENTS 3 Corporate governance framework 4 Corporate governance statement 4 Board of Directors 5 Board Committees 5 Message form the Chairperson 7 Chief Executive Officer’s review 9 Board of Directors 10 Management 12 Financial overview 14 Commercial Services 17 Human Resources 22 Corporate and Legal Services 23 Operations and Engineering 24 Company information 28 Directors’ Responsibility for financial reporting 28 Report of the independent auditors 29 Report of the Directors 30 Statement of Financial Position 31 Statement of Comprehensive Income 32 Statement of Changes in Equity 33 Statement of Cash flows 34 Notes to the Financial Statements 35 Detailed Statement of Income 54 4 CORPORATE GOVERNANCE VISION CORPORATE GOVERNANCE FRAMEWORK To be a world-class service provider in STATEMENT The objective of the Namibia Airports airport operations and management. Namibia Airports Company (NAC) Ltd. is Company (NAC), as defined in the Airports committed to ensuring that its corporate Company Act, 1998 (Act 25 of 1998) is “the governance processes conform to acquisition, establishment, development, MISSION international best practice. The raison provision, maintenance, management, We develop and manage airports on sound d’être for the Company is to secure the control or operation, in accordance with business principles with due considerations development and management of airports, sound generally accepted business to the best interest of our stakeholders. which are comparable to the most effective principles, of any aerodrome, or any facility airport operators globally. The Company or service, including a relevant activity at is duly cognisant of the need for decisions any aerodrome normally related to the CORE VALUES to be ethically sound but also for their functioning of an aerodrome.” • Integrity compliance with the relevant regulatory We conduct ourselves in an honest, regime. NAC is registered as a public Section 1 of the Act defines a “relevant ethical, transparent, consistent and fair Company in terms of the Companies Act activity” as “provision at a Company manner in all our activities. (No. 61 of 1973) and is listed as a public aerodrome of any service or facility for • Accountability entity or state owned enterprise in terms of the purposes of: (a) the arrival, surface We take responsibility for all our actions. the State Owned Enterprise Act (No. 2 of movement, parking or departure of aircraft; • Teamwork 2006). (b) the servicing of aircraft, including the We encourage and value the contribution supply of fuel and lubricants; and (c) the of our team members at all levels in handling of aircraft passengers, baggage or pursuit of excellence. cargo on the premises of such aerodrome, including the transfer of such passengers, baggage or cargo to and from an aircraft. The Company owns and manages the following airports: - Eros Airport - Hosea Kutako International Airport - Katima Mulilo Airport - Keetmanshoop Airport - Lüderitz Airport - Ondangwa Airport - Rundu Airport - Walvis Bay Airport 5 BOARD OF DIRECTORS Audit Committee accordance with international best practice, The Company’s control is vested with The committee met numerous times during the committee also strives to secure the the board of directors. It constitutes of a the period under review. The mandate Company’s status as an efficient and non-executive Chairman and non-executive of the committee is to assist the board effective corporate entity. directors appointed by the shareholding in discharging its duties in relation to the Minister. The board meets at least four safeguarding of assets, the operation of The responsibility to manage the Company times a year to consider not only operational an adequate system of internal control is delegated to the Chief Executive Officer. and issues emanating from management, and the preparation of accurate financial The daily operations of the Company are but also to consider policy issues. reporting and statements in compliance the responsibility of corporate management, with all applicable legal and regulatory which includes the Chief Executive Officer The constitution of the board evidences requirements and accounting standards. and Heads of the departments. the requisite pool of expertise. It is vital to The audit committee does not perform state that the structure and operation of any management functions or assume Apart from assisting the board of directors, the board contains the relevant checks and any management responsibilities. The the Company Secretary reports to the balances. Board members have unfettered governance mandate requires oversight Chief Executive Officer and the Chairman access to Company information via the to guarantee the implementation and administratively and functionally. The Company Secretary. The board may also indiscriminate compliance with the Company is cognisant of the need to solicit external professional advice where Company’s code of ethics. comply with the principles of good corporate necessary. governance in terms of the King Report and The internal and external auditors upon the State Owned Enterprises Act No. 2 of According to the Company’s Articles of invitation attend committee meetings. The 2006. Association, one third of the directors external auditors are appointed at the shall retire at the Annual General Meeting. Annual General Meeting upon the board’s However, the said directors may be recommendation as duly advised by the reappointed. audit committee. Remuneration Committee BOARD COMMITTEES This committee met numerous times during The board has established four permanent the period under review. The primary committees, which are tasked with objective of the committee is to assist the advising the board of directors on issues board in discharging its duties relating of importance relating to the Company’s to human capital and remuneration. In sphere of operation. The Chief Executive particular, it is required to recommend an Officer and other members of corporate appropriate remuneration policy for the management attend meetings of the board Company as well as appropriate measures committees upon invitation, whilst the to ensure the Company has sufficient Company Secretary provides secretarial remuneration levels to attract, retain services to all committees. and motivate management and staff. In 6 7 MESSAGE FROM THE CHAIRPERSON INTRODUCTION HKIA, to ease flow of passengers, Since its establishment in 1998 and in • The provision of fire tenders for all our line with the stakeholder’s mandate and airports to comply with International Civil the Airports Company Act, Act No. 25 of Aviation Organisation (ICAO) 1998, the NAC continues to facilitate air requirements, transportation through airport development. • Construction of NAC’s head quarters, We remain committed to providing the best • Construction of a new passenger possible service and manage the eight terminal and a second runway at HKIA, airports entrusted to us in accordance which complies with ICAO requirements. with best practice and good corporate governance. DIVIDENDS Although the Company made a profit, the I am pleased to report that NAC recorded board has resolved not to declare any a successful year and that the company dividends for the year under review. This improved on its financial results compared will result in the funds being utilised for the to the previous year. As a company, we capital expenditure on planned projects are continuously seeking opportunities instead of borrowing from the market. to diversify the business to improve its financial sustainability. I consider it the GRATITUDE Board’s duty to ensure that we are creating On behalf of the board, I would like to real and tangible value for our shareholder. thank all the staff of NAC together with the management team for the their efforts STRATEGIC FOCUS during the financial year under review. We As mentioned in previous reports, NAC are pleased with the performance of the embarked on a strategic plan (2003-2018) Company. The Company has stepped up with the following five strategic goals: efforts to meet a new realm of challenges and opportunities under the leadership of 1. Traffic Concentration Acting Chief Executive Officer, Mr. Tamer 2. Stringent Infrastructure Provision El-Kallawi. 3. Operational Improvement 4. Business Development I would also like to thank fellow board 5. Organisation and Communication members for their steadfast commitment to the continued growth of NAC, dedication, The following projects are currently support and guidance. underway at our airports: Lastly, I want to express my appreciation • The construction of the new modern towards the Government represented passenger terminal at Ondangwa Airport, by Honourable Erkki Nghimtina and all • Construction of the new enlarged stakeholders in the Company for your passenger terminal at Walvis Bay Airport, continued support. • Construction of the new fire station at Eros Airport, • Polymer perimeter fencing at Walvis Bay and Lüderitz Airports. The following projects are envisaged for the 2013/2014 financial year and beyond: N. N. KATONYALA • Extension of the passenger terminal at Chairperson Hosea Kutako International Airport, 8 9 T. S. EL-KALLAWI Acting Chief Executive Officer CEO’S REvIEW Once again, Namibia Airports Company has delivered commendable operational and financial results. The NAC achieved major milestones during the period under review despite effects of the global recession. For a safe operation