Ordinær generalforsamling

Transkript

1 Ordinær generalforsamling Aker Philadelphia Shipyard ASA Oslo, 5. april 2011

2 Agenda 1. Åpning og konstituering av generalforsamlingen, herunder valg av en person til å undertegne protokollen sammen med møteleder 2. Ordinære poster 2.1. Orientering om virksomheten Godkjennelse av årsregnskapet for 2010 for Aker Philadelphia Shipyard ASA og konsernet, samt årsberetningen 2.3. Fastsettelse av godtgjørelse til styrets medlemmer Fastsettelse av godtgjørelse til medlemmer av valgkomiteen Godkjennelse av revisors honorar Behandling av styrets erklæring om fastsettelse av lønn og annen godtgjørelse til ledende ansatte i selskapet 2.7. Valg av styremedlemmer. 2.8 Valg av medlemmer til valgkomiteen 2.9 Forkortet innkallingsfrist ved ekstraordinær generalforsamling 3. Instruks for valgkomiteen Slide 2

3 Presentation of Business Activities Aker Philadelphia Shipyard ASA Slide 3

4 Company Overview A U.S. shipyard that utilizes state-of-the-art shipbuilding practices to manufacture ocean-going commercial vessels for the Jones Act market Company: AKPS is the most modern U.S. shipyard focused on building commercial vessels protected by the Jones Act Products: AKPS currently builds mid-sized (30,000 45,000 dwt), ocean-going tankers and container ships with double-hull designs; the yard has the capabilities and infrastructure to build significantly larger vessels (50,000 80,000 dwt) Customers: AKPS s products are sold directly or leased through an affiliated organization to leading oil producers and shipping lines Modern Shipyard Facility: AKPS s shipyard was completely rebuilt in 1998 and has been optimally designed to support commercial shipbuilding operations Commercial Vessels Processes: The yard utilizes modular construction, automated fabrication systems and outsourcing to enhance productivity Product Tankers Container Ships Slide 4

5 Summary of 2010 main events Successful delivery of three product tankers Overseas Martinez, Overseas Anacortes and Overseas Chinook Delivered in May, August and December, respectively New union agreement to extend into 2015 Revenues of USD million (4% decrease from 2009) EBITDA of USD 18.9 million (41% increase from 2009) Slide 5

6 Corporate governance The Corporate Governance policy of Aker Philadelphia Shipyard ASA was adopted by the Board of AKPS in February 2008, with subsequent amendments and revisions. The current policy is based on the Norwegian Code of Practice for Corporate Governance, dated 21 October Please see pages of the 2010 Annual Report for a detailed description of the policy Slide 6

7 Presentation of Financial Statements Aker Philadelphia Shipyard ASA Slide 7

8 Consolidated Income Statement Amounts in USD thousands (except per share amounts) Operating revenues 217, ,726 Cost of vessels (190,790) (205,748) Wages and other personnel expenses, net (1,912) (1,905) Other operating expenses (6,021) (5,643) Operating income before depr. and amort. (EBITDA) 18,932 13,430 Depreciation (7,398) (7,415) Impairment of goodwill - (11,011) Operating income/(loss) (EBIT) 11,534 (4,996) Financial income 481 7,478 Financial expenses (1,289) (1,239) Income before tax 10,726 1,243 Tax expense (4,974) (5,642) Net income/(loss) for the year 5,752 (4,399) Basic earnings/(loss) per share (USD) 0.57 (0.43) Slide 8

9 Consolidated Statement of Financial Position Assets Amounts in USD thousands ASSETS Property, plant and equipment 59,757 66,848 Other non-current assets 3,171 3,374 Total non-current assets 62,928 70,222 Vessels-under-construction receivables 51,939 94,614 Work-in-process 9,634 - Prepayments and other receivables 7,399 10,651 Income tax receivable 473 1,397 Interest-bearing short-term receivables, net - 3,017 Cash and cash equivalents 41,699 36,225 Total current assets 111, ,904 Total assets 174, ,126 Slide 9

10 Consolidated Statement of Financial Position Equity & Liabilities Amounts in USD thousands EQUITY AND LIABILITIES Paid in capital 70,995 70,995 Other equity 22,087 16,335 Total equity attributable to equity holders of the parent 93,082 87,330 Total equity 93,082 87,330 Interest-bearing long-term debt 29,020 31,160 Deferred tax liabilities 6,702 4,622 Total non-current liabilities 35,722 35,782 Construction loan 16,000 48,000 Interest-bearing short-term debt 2,240 2,175 Trade and other payables 22,268 39,325 Income taxes payable 1, Current provisions - warranties 2,882 3,400 Total current liabilities 45,268 93,014 Total liabilities 80, ,796 Total equity and liabilities 174, ,126 Slide 10

11 Aker Philadelphia Shipyard ASA Income Statement Amounts in USD thousands Operating revenues Operating expenses (779) (745) Operating loss (691) (667) Interest income from subsidiary Other interest and financial income 117 1,234 Other interest and financial expenses (220) (6) Operating income/(loss) before tax (529) 873 Tax benefit Net income for the year Allocation of net income: Net income Other equity (195) (873) Total 0 0 Slide 11

12 Aker Philadelphia Shipyard ASA Statement of Financial Position Amounts in USD thousands Amounts in USD thousands ASSETS EQUITY AND LIABILITIES Shares in subsidiaries 67,000 67,000 Share capital 18,709 18,709 Long-term receivable from subsidiary 10,000 10,000 Share premium reserve 52,286 52,286 Total non-current assets 77,000 77,000 Total paid in capital 70,995 70,995 Other short-term receivables Other equity 14,292 14,097 Cash and cash equivalents 10,547 10,189 Total equity 85,287 85,092 Total current assets 10,573 10,432 Other short-term liabilities 2,286 2,340 Total current liabilities 2,286 2,340 Total assets 87,573 87,432 Total equity and liabilities 87,573 87,432 Slide 12

13 Auditor s Report 2010 KPMG AS Asbjorn Naess, State Authorized Public Accountant Oslo, 4 March 2011 Slide 13

15 Valgkomiteens innstilling Ordinær generalforsamling i Aker Philadelphia Shipyard ASA Oslo, 5 April 2011

16 Valgkomiteens arbeid Sammensetning Leif-Arne Langøy, formann Gerhard Heiberg Kjeld Rimberg Arbeidsform To møter avholdt Vurdert styrets arbeid Mottatt innspill fra enkeltaksjonærer Slide 16

17 Styrets sammensetning Karl Erik Kjelstad (styreleder) Elin Karfjell Mark Singel Audun Stensvold Amy Humphreys Nåværende styremedlemmer På valg Slide 17

18 Ny styresammensetning Foreslått valgt Jim Miller (formann) Elin Karfjell Manuel Stamatakis Audun Stensvold Amy Humphreys Thorhild Widvey Slide 18

19 Forslag til nytt styremedlem Jim Miller Mr. Miller (b. 1955) joined Aker Philadelphia Shipyard as President and CEO in June Before coming to the shipyard, Mr. Miller was President of Aker Solutions Process & Construction (P&C) Americas, where he was responsible for financial operations of seven business units which generated approximately 8-9 billion NOK in revenues per year. During his tenure, Aker Solutions P&C Americas became a leading provider of global engineering and construction solutions with 7,500 employees, including 4,500 construction trades personnel. Prior to joining Aker Solutions P&C Americas, Mr. Miller held the position of President of Aker Construction Inc. which is one of the largest union construction companies in the North America and is recognized as one of the top three largest employers of the union construction trades. Mr. Miller will take on the position as Executive Vice President for the business area E & C Americas within Aker Contractors from June Mr. Miller graduated from the University Of Edinboro in Pennsylvania with a BA. He is a lifetime resident of Pittsburgh, Pennsylvania and is a US citizen. Slide 19

20 Forslag til nytt styremedlem Manuel N. Stamatakis Mr. Stamatakis (b. 1949) is president and chief executive officer of Capital Management Enterprises, a financial services and employee benefit consulting company. He served as one of the lead negotiators for Governor Tom Ridge s efforts to bring Kvaerner (now Aker Philadelphia Shipyard) to Philadelphia in order to operate a worldclass shipbuilding facility at the Philadelphia Naval Shipyard. Mr. Stamatakis serves as the Chairman of the Philadelphia Shipyard and Development Corporation (PSDC) and also serves on several other boards and committees for Pennsylvania organizations. He has vast experience in leading different joint public/private efforts to strengthen the local economy and improve Pennsylvania s role in world trade. Mr. Stamatakis also devotes his time and resources to several charitable activities in the Philadelphia region. Mr. Stamatakis, who achieved a Bachelor of Science degree in Industrial Engineering in 1969 from the Pennsylvania State University and an honorary doctorate from Drexel University in 2005, is a US citizen Slide 20

21 Forslag til nytt styremedlem Thorhild Widvey Mrs Widvey (b. 1956) has extensive political experience, and has been a member of the Norwegian Parliament from 1989 to She was Norway's Minister of Petroleum and Energy from 2004 to 2005 and has also been State Secretary of the Ministry of Foreign Affairs and of the Ministry of Fisheries. She currently works as a private consultant, holding board positions in several oil and gas industry related companies. Mrs. Widvey has held a number of political positions and honorary posts both for the Conservative Party and various organizations. She also has former work experience as sale and marketing director for a large hotel chain in Norway. Mrs. Widvey, a Norwegian citizen, has a degree from the College of Physical Education in Århus, Denmark and has also completed several management programmes at BI Norwegian School of Management. Slide 21

22 Valg av valgkomité Leif-Arne Langøy (formann) Gerhard Heiberg Kjeld Rimberg På valg Slide 22

23 Ny valgkomité Leif-Arne Langøy (formann) Gerhard Heiberg Øyvind Eriksen Slide 23

24 Foreslått nytt medlem av valgkomiteen Øyvind Eriksen (født 1964) ble ansatt som konsernsjef i Aker ASA 1. januar Eriksen er utdannet jurist ved Universitet i Oslo. Han har arbeidet i advokatfirmaet BA-HR fra 1990, som deltaker (partner) siden 1996, og som styremedlem/formann i BA-HR fra I BA-HR jobbet Eriksen tett med Aker og Akers hovedaksjonær, Kjell Inge Røkke. Eriksen innehar flere styreverv og er blant annet arbeidende styreformann i Aker Solutions ASA, styreleder i Aker Holding AS, styremedlem i Reitangruppen AS, The Resource Group TRG AS og TRG Holding AS. Eriksen er norsk statsborger. Slide 24

25 Honorarer - valgkomiteens forslag Styre Styrets formann: Styremedlemmer: Leder av revisjonskomiteen Medlemmer av revisjonskomiteen: kroner kroner kroner kroner Valgkomite Formann og medlemmer kroner Slide 25

27 Disclaimer This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker Philadelphia Shipyard ASA and Aker Philadelphia Shipyard ASA s (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as expects, believes, estimates or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Aker Philadelphia Shipyard s businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation. Although Aker Philadelphia Shipyard ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. Aker Philadelphia Shipyard ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither Aker Philadelphia Shipyard ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. The Aker Philadelphia Shipyard group consists of many legally independent entities, constituting their own separate identities. Aker Philadelphia Shipyard is used as the common brand or trade mark for most of this entities. In this presentation we may sometimes use Aker Philadelphia Shipyard", "Group, "we" or "us" when we refer to Aker Philadelphia Shipyard companies in general or where no useful purpose is served by identifying any particular Aker Philadelphia Shipyard company. Slide 27

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