I move:
"That the Bill be now read a Second Time."
Let me first set the policy background against which this Bill was drafted. When I was appointed Minister for Transport, Energy and Communications in January of this year it quickly became clear to me that Aer Lingus was facing a rapidly deteriorating financial situation. In response to this and following consultation with my Government colleagues, I announced the appointment of an executive chairman and gave him executive responsibility to take whatever action was necessary, with immediate effect, to restore the company to commercial viability.
Both the executive chairman and I felt that a partnership approach was essential in the difficult task facing him. In pursuance of that, a special task force was established, with almost 40 consultative working groups, to make recommendations on every aspect of the Aer Lingus system and operations. In addition, a company-wide open forum consultative process was initiated to facilitate input from staff. On 13 June last, the board of Aer Lingus presented to the Government, its shareholder, a strategy to return the company to commercial viability, entitled Strategy for the Future. The strategic plan submitted by Aer Lingus in June provided the Government with an accurate and up to date assessment of the scale and nature of the company's problems. It indicated that there were severe financial difficulties and that operating losses were running at unprecedented and unsustainable levels.
Group profits of £28 million in the year ended 31 March 1990 have been transformed into losses of £188 million including restructuring costs in the year ended 31 March 1993. Shareholders' funds have fallen from £443 million to £93 million in the same period. In the Strategy for the Future, they are forecast to fall to £36 million in the current financial year. In fact, the group has been losing over £1 million a week. The annual accounts for the year ended 31 March 1993, published in October, confirmed the picture painted in Strategy for the Future.
The groups's main problems have been in the air transport division which has had significant losses over the past four years. In addition, the profit performance of the other divisions in the group had deteriorated progressively as a result of increased competition and the international economic recession. This meant that they were incapable of supporting the losses in the core airline business and the full impact of the airline's losses was no longer cushioned by profits generated elsewhere.
The judicious disposal of a number of assets, which are not essential to the core business was also an intrinsic element of the strategy. In keeping with the partnership approach to which I referred earlier, the Cabinet sub-committee on aviation matters met the Irish Congress of Trade Unions on 22 June last to discuss the strategy. This meeting was a very constructive one. Both sides recognised that the underlying financial position of Aer Lingus was very grave and unsustainable and that the core airline business would have to be returned to operating viability. All sides were committed to achieving the essential reduction in employee numbers which this entailed through a voluntary scheme.
It was agreed that the question of participation by Aer Lingus employees in the future success of the company should be explored as a tangible form of recognition for the additional contribution being asked of the workforce at present.
Finally, it was also agreed that a special enterprise development unit would be set up right away, to consist of representatives of the unions and Aer Lingus, together with the IDA, Fingal County Council, FÁS and the Department of Enterprise and Employment, to identify new employment opportunities within the Aer Lingus structure.
On 6 July 1993, the Government decided to endorse the broad strategy set out in Aer Lingus's strategic plan. I am pleased to say that very substantial progress has been made in implementing Strategy for the Future since it was approved by the Government in July.
I would now like to turn to the question of Shannon and where it fits into the Aer Lingus strategy. Aer Lingus and Shannon have grown up and developed together to such an extent that Aer Lingus accounts for 70 per cent of North Atlantic scheduled services through Shannon, despite the advent of other scheduled services in recent years.
However, for a variety of reasons such as seasonality and intensive competition over London, the economics of a transatlantic operation for Aer Lingus are very difficult. The company lost £12.9 million on its transatlantic operations last year. Without the changes proposed in its Strategy for the Future, it would have lost a further £20 million this year. This was clearly unsustainable. Aer Lingus would have been forced to pull off its transatlantic routes altogether if action had not been taken.
Without Aer Lingus, the future of Shannon would be very bleak indeed. However, as I have said before in this House, without Shannon, the future of Aer Lingus on the transatlantic route would also be bleak. Aer Lingus needs Shannon just as much as Shannon needs Aer Lingus.
The Aer Lingus package for Shannon is both imaginative and progressive and has the full support and approval of the Government. It has that support and approval because it represents a major commitment on the part of Aer Lingus to Shannon.
For the first time ever Shannon will have its own transatlantic operation based in and managed from Shannon; Aer Lingus transatlantic services will stop and start at Shannon. There will be a year round daily New York service and a dedicated Shannon-New York service and in the peak summer season. There will be no change in the current Boston service. Aer Lingus is examining ways of developing new business, including significantly lowering fares from the US, in order to extend the peak summer season and will work closely with local travel and tourism groups in the Shannon region. In addition, other marketing opportunities for the new low cost airline operation at Shannon will be exploited for other business in all markets, particularly in the off peak period. Aer Lingus will base an extra aircraft at Shannon to operate a new early morning Shannon to Dublin service, greatly improving the service out of Shannon by providing new connections to six European and three UK-provincial destinations.
Let me now turn to the renegotiation of the Ireland-US Air Transport Agreement. There has been some criticism that the amendment to the agreement heralded the end of Shannon as we know it. Such criticism is ill-informed. The opposite is the case. Had we not succeeded in getting the US authorities to agree to the amendment, there would have been a complete "open skies" regime between the US and Ireland with no requirement on US carriers to stop at Shannon ever again. This is because under the previous agreement signed in 1990, once one carrier operated a direct flight to Dublin, all carriers would be entitled to by-pass Shannon. Thus, if the transatlantic proposals in the Aer Lingus strategy had been put in place without the bilateral agreement having been amended, the Shannon stop would have disappeared completely and Shannon's status would have been eroded.
It is worth remembering here that the US Government's stated policy is one of seeking "open skies" agreements with all countries. When the amendment to the Ireland-US Air Transport Agreement was being signed in 1990, the then US Ambassador warned that, in the next air transport agreement between the two countries, the American Government would insist on abolishing the mandatory stop at Shannon. This was the position of the US authorities upon entering the recent negotiations.
No one should underestimate the difficulties which faced the Irish negotiating team in persuading the US authorities to forego the rights they automatically had under the old bilateral agreement. I personally travelled to Washington to meet the US Secretary for Transportation to impress upon him the importance for this Government of a vibrant Shannon Airport for the mid-west region.
Following my intervention, the US side agreed to an early resumption of talks, despite its very heavy schedule. We ended up with an agreement that fully meets the requirements of the Aer Lingus strategy and at the same time provides the basis for Shannon Airport to grow and prosper. Any US airline which operates a direct flight into Dublin must also put one into Shannon. It is widely recognised as a sound deal and I am heartened by the constructive attitude of tourism interests in the mid-west region towards the new agreement.
I am confident that the evident energy and commitment of the workforce in Shannon Airport and the people of the mid-west region will ensure that every opportunity for growth available to the airport and the region under the total Aer Lingus package for Shannon will yield significant benefits in terms of wealth and job creation.
On the question of alliances, the Strategy for the Future highlights the fact that Aer Lingus operates from a position of market strength on all its core routes. The airline has had discussions with a number of American and European airlines over the past year or so about the possibility of some form of joint venture or alliance. No proposals have been brought before me to date for a total operating alliance.
Aer Lingus is confident however that, when the route network is restored to profitability, the airline will be in a position to strengthen both its market and financial positions through alliances with other carriers feeding into the Aer Lingus system. This could be done in a number of ways such as cross-shareholding, costsharing deals or joint ventures.
Some marketing alliances have already been entered into. Earlier in the year, Aer Lingus concluded a memorandum of understanding regarding a worldwide interline feed agreement with British Airways on passengers and a similar agreement has recently been concluded on freight.
While continuing to search out strategic alliances, Aer Lingus believes it may have to wait until the strategy is fully opertional and the airline has achieved the necessary financial targets. Clearly, this will place it in a much stronger position in seeking a partner.
As the House is aware, any investment by the Government in Aer Lingus must be approved by the European Commission. I indicated in this House last July that I would personally seek, as a matter of urgency, formal clearance from the Commission for the Aer Lingus strategy.
The European Commission may decide in certain cases that aid may be granted to individual airlines which have serious financial difficulties provided certain conditions are met. One of these conditions is that the aid must form part of a programme, to be approved by the Commission, to restore the airline's financial health so that it can, within a reasonably short period, operate viably without further State aid. In other words, the financial assistance must be once-off in nature and must form an integral part of a restructuring programme to restore the financial viability and competitiveness of the airline. With this in mind, the Government forwarded the formal notification of the proposed investment in Aer Lingus to the European Commission in August of this year. Prior to that, I had met with the relevant Commissioners. Officials from my Department also had and continued to have a series of meetings with the Commission officials.
We have repeatedly explained to the Commission, at both ministerial and official level, the importance of having this matter finalised in order to enable the first tranche of equity to be invested before the end of the year. The Commission has indicated to us that it fully appreciates the urgency of the matter and has assured us that it is doing everything possible to expedite its examination.
The Commission formally considered the notification at its meeting on 13 October 1993 and, as expected, decided to open the procedures under Article 93 (2) of the Treaty of Rome with regard to the proposed investment. The Commission invited the Government to submit its response to the Commission's comments on the matter within 30 days. Other member states and interested parties were invited, by means of a communication published in the Official Journal of the European Communities to submit their comments on the proposed restructuring. These are now being considered by the Commission.
The Government remains confident that its investment in the airline will take place within the planned timescale and that Aer Lingus will be able to carry out its future operations in a commercially viable manner as envisaged in the Strategy for the Future. It would be inappropriate for me to comment on the details of discussions between the Government and the Commission. However, I can assure the House that the Government is vigorously pursuing the matter with the Commission with a view to ensuring a satisfactory outcome.
An integral part of Aer Lingus's strategy is that the airline's annual operating costs must be reduced by £50 million in order to restore it to commercial viability. The Government made this a condition of providing £175 million in equity. The Government did not stipulate how the savings should be achieved. We clearly stated that this was a matter for negotiation between the management and unions. To achieve these cost reductions the strategy envisaged a significant level of redundancies, both in the airline and in TEAM Aer Lingus, as well as other internal cost savings. Negotiations took place between Aer Lingus management and the unions on the implementation of the cost cutting measures in the strategy. These negotiations were vigorous and forceful on both sides. I would like to take this opportunity to pay tribute to the negotiating teams who worked long and hard to achieve agreement in a fair and reasonable way. I would also like to commend the Labour Relations Commission staff on the very professional facilitation they provided in the negotiation and conciliation process.
I welcome the outcome of the staff union/ballot which by an emphatic majority accepted the Aer Lingus Strategy for the Future package. The acceptance of this package provides a springboard for sustained viability and enhanced prospects for additional profitable business. In particular, I acknowledge the very substantial efforts made by the company and staff to overcome the very considerable difficulties which have confronted them.
Since the early 1970s, Aer Lingus pursued a strategy of investing in a range of diversified businesses as a means of underpinning the notoriously cyclical airline business. These businesses had provided profits in buoyant market conditions, However, these ancillary businesses, particularly hotels, have increasingly been subject to the same cyclical downturns as the airline itself, thus weakening their ability to cushion the airline in recessionary times. They also tend to have large capital requirements which compete with those of the airline and which can no longer be met from group resources.
In the current circumstances, it is time for Aer Lingus to divest itself of many of these businesses, so that the group can strengthen its currently weak balance sheet and management can concentrate its energies and attention on the core air transport business. Accordingly, the judicious disposal of a number of assets which are not essential to the core business is an essential part of the Strategy for the Future. This programme of disposal of non-core assets will be an orderly and not a fire-sale one. I must emphasise that the sale by Aer Lingus of any of its subsidiaries is primarily a commercial matter for the company. Some subsidiaries, such as TEAM and Airmotive, have considerable synergy with the airline. In these cases, joint venture partnerships, to assist with the development of the companies, are the preferred option of Aer Lingus.
The Bill has three principal objectives: to authorise the Minister for Finance, as shareholder, to inject £175 million equity into Aer Lingus; to organise the group's corporate structure; and to allow for employee profit sharing schemes.
The Aer Lingus Group does not exist as a legal entity. Aer Lingus, the airline, comprises two separate legal companies. Aer Lingus plc was incorporated in 1936 and operates air services within Ireland and between Ireland and Europe. Aerlínte Éireann plc was incorporated in 1947 and operates air services between Ireland and the United States. Although separate legal entities, the two companies share a common management and board of directors. The services of both companies are integrated under the marketing name of "Aer Lingus" and the annual accounts of the two companies are published in combined form.
The existing corporate structure of the group, with all its subsidiaries, has developed largely for historical reasons. While it may have been convenient in the past, it is now more of an encumbrance which causes confusion. There are significant disadvantages in the existing corporate structure. The audited accounts of the two companies, Aer Lingus plc and Aerlínte Éireann plc, suffer greatly from a lack of transparency. This causes difficulties for the airline in its dealings with financial institutions.
In addition, there is no rationale for the present distribution of the various subsidiary companies between Aer Lingus plc and Aerlínte Éireann plc. Ownership of the subsidiaries was largely determined by tax considerations at the time each company was established. The pattern of ownership of subsidiaries has the effect of adding to the confusion about the group structure. The need to simplify the structure and to make the relationships between the companies in the group more transparent is all the more urgent now due to the present financial difficulties. In fact, the Strategy for the Future could not be successfully implemented without a corporate restructuring.
In recent years, an exhaustive examination has taken place of options which would address the serious shortcomings of the present structure with a view to identifying the most appropriate corporate structure for the group. The Strategy for the Future proposed significant changes in the group's structure.
The strategy envisages a reorganisation of the group into four separate companies: Aer Lingus, Aer Lingus-Shannon, Aer Lingus Express; and a holding company for support and subsidiary companies. Aer Lingus will serve Ireland, the UK and Continental Europe. Aer Lingus-Shannon, based at Shannon, will provide direct services to the US from Shannon directly and from Shannon through Dublin on current routes.
In keeping with its strategy of competing in all segments of the market, Aer Lingus intends to develop the concept of a low fare-low cost carrier, separately branded as Aer Lingus Express, to compete mainly in those segments of the UK market which are purely cost driven. I will refer to this later.
Subsidiary and support companies within the Aer Lingus Group will become independent profit centres responsible for their own cost structures.
This Bill provides for the restructuring of the group by the establishment of a new company, Aer Lingus Group plc, as a holding company for the Aer Lingus group of companies. This holding company will be designated as an air company for the purposes of the Air Companies Acts. The Minister for Finance will transfer his shares in Aer Lingus plc and Aerlínte Éireann plc to Aer Lingus Group plc in exchange for shares in Aer Lingus Group plc. Aer Lingus and Aerlínte will then be wholly owned subsidiaries of Aer Lingus Group plc. Aerlínte will effectively become Aer Lingus-Shannon.
The restructuring will preserve the essential character of the group, including the primacy of the airline business. According to the Memorandum of Association of the new holding company, Aer Lingus Group plc, the first object of the company will be "to carry on and foster the business and pursuit of air transportation in all forms, both within Ireland and internationally".
The matter of Aer Lingus Express has been a source of some comment. There have been concerns expressed that Aer Lingus might use part of the £175 million to establish Aer Lingus Express. I want to reiterate what I said in this House during Question Time on Thursday last. It is envisaged in the strategy that Aer Lingus Express will be a stand-alone company operating on a fully commercial basis. The Government will ensure that the Aer Lingus Express operation will be put in place only when the company can demonstrate in full detail, on both costs and revenues, that such a low cost operation can operate profitably in a competitive market. Aer Lingus will be required to submit a comprehensive business plan as part of the approval procedure.
I have consistently made it clear that the Government's proposed investment in Aer Lingus is an essential part of a once-off financial restructuring package designed to restore the airline's commercial viability within a short period. There is no question of the investment of £175 million being used to subsidise lossmaking routes.
The Bill provides for the Government's proposed equity investment in Aer Lingus. The Minister for Finance will be authorised to take up shares to the value of £175 million in Aer Lingus Group plc. As stated, the capital investment will be made on a staggered basis, with £75 million in 1993, £50 million in 1994 and £50 million in 1995. Section 2 provides that the share capital of Aer Lingus Group plc shall be such amount as may be determined from time to time by the Minister for Finance after consultation with the Minister for Transport, Energy and Communications. Section 3 enables the Minister for Finance to exchange his shares in Aer Lingus plc and Aerlínte Éireann plc for shares in Aer Lingus Group plc. It also provides that Aerlínte Éireann's shares in Aer Lingus plc shall be exchanged for shares in Aer Lingus Group plc. These shares will then be redeemed by the holding company. Section 4 enables the Minister for Finance to subscribe for further shares in Aer Lingus Group plc up to £175 million.
The other main elements of the Bill include section 5 which provides for employee profit sharing schemes. Sections 6 and 7 provide that Aer Lingus Group plc shall be an air company within the meaning of the Air Companies Acts, 1966 and 1976, and that Aer Lingus plc and Aerlínte Éireann plc shall no longer be statutorily designated as air companies. Section 8 provides that the number of directors of Aer Lingus Group plc shall be 12 of whom four shall be worker directors elected under the Worker Participation (State Enterprises) Acts.
Section 9 provides that the chairman and directors of Aer Lingus plc and Aerlínte Éireann plc and any other such subsidiaries of Aer Lingus Group plc as the Minister may direct, shall be appointed by the Minister or by the Chairman of Aer Lingus Group plc with the consent of the Minister. This also applies to Aer Rianta which is the second designated air company.
Section 13 amends the Worker Participation (State Enterprises) Acts, 1977 and 1988, to ensure that the provisions of those Acts apply fully to Aer Lingus Group plc. Provision is also made to ensure that the parts of the Worker Participation (State Enterprises) Act, 1988, dealing with worker participation below board level, continue in Aer Lingus plc and Aerlínte Éireann plc.
Section 14 provides for the extension to air companies and their subsidiaries of control on (1) the establishment or acquisition of subsidiaries; (2) the amount of investment in undertakings other than subsidiaries and (3) borrowing, by specifically extending the control to subsidiaries.
Finally, section 16 provides that all moneys required by the Minister for Finance to meet sums payable under this Bill shall be paid out of the Central Fund. The Bill provides that the money shall be paid to a special account and issued from that account subject to such terms and conditions as the Minister for Finance may determine.
In accordance with the Government's decision in the matter, the payment of the second and third tranches will be subject to satisfactory progress being made by Aer Lingus on the implementation of the Strategy for the Future. Some commentators have claimed that the equity investment of £175 million is insufficient to secure the future of the airline. Such claims are unsubstantiated. The figure of £175 million is based on detailed financial projections and market analysis. It is an integral part of the Strategy for the Future which has been formulated by the management of Aer Lingus and approved and submitted to me by the board.
As I stated, following a meeting between the Cabinet Sub-Committee on Aviation Matters and the Irish Congress of Trade Unions on 22 June 1993, the Government announced that the question of participation by Aer Lingus employees in the future success of the company should be dealt with as a tangible form of recognition for the additional contribution being asked of the workforce. The employees of Aer Lingus have contributed greatly in the past to building up the airline. The Government is aware that a stronger commitment than ever before will be required from all of the staff of Aer Lingus, throughout the organisation.
On 17 November 1993, agreement was reached between the Government, the Irish Congress of Trade Unions and affiliated unions representing employees in Aer Lingus on an imaginative arrangement for participation by employees in the company. Under this agreement, 10 per cent of the profits before tax will be allocated to the employees so that the employees can receive the equivalent of 10 per cent of the issued share capital of the company, split 50:50 between shares and cash.
The Government has agreed to issue 5 per cent of the shares of the company in issue to the employees up front, on a partly paid up basis in return for a nominal payment. The balance of the payment for the shares will be paid out of the annual distribution of profits. At the discretion of the employees, some or all of the 5 per cent cash payment may be used to accelerate the payment of the balance of the share price. Distribution will cease when the threshold of 10 per cent of the issued share capital has been reached. The Bill gives effect to this agreement by providing for employee profit sharing schemes.
The opportunity is being taken in the Bill to provide for the statutory application to the two air companies, that is, Aer Lingus Group plc and Aer Rianta, of controls which it has become the practice to insert in recent legislation establishing semi-State bodies. These controls are, for the most part, already being applied to the air companies under the guidelines for semi-State bodies approved by the Government. These relate to the establishment or acquisition of subsidiaries, the investment in undertakings other than subsidiaries and borrowing by subsidiaries.
The House will be aware from my period as Minister with responsibility for the Labour portfolio of my full commitment to a partnership approach in the governance of our semi-State bodies. As I said in my opening comments, I felt a partnership approach was particularly important to address the major challenges facing the airline. I have never believed that either the Government or the management of the company had a monopoly of wisdom. I am a firm believer that people at operative level have a vital contribution to make on how the company should, and must, meet the competitive challenges in aviation. I am, therefore, complying in full with the Worker Participation (State Enterprise) Acts of 1977 to 1991. Section 8 of this Bill provides that at group board level, where all the strategic policy decisions for the business will be taken, the provisions of Worker Participation Acts will apply. Not only that, but the section also provides that existing worker directors appointed by virtue of the relevant Acts will be appointed to be directors of the group board for the remainder of their terms.
At the Deputies are aware, the worker participation legislation extends far beyond representation at board level. I am equally committed to participation within the company and notably effective participation right down to operative section levels. In my discussions with employee representatives, under the auspices of ICTU, on participation by staff in the equity of the company I specifically undertook that structures for participation by employees within the company would be strengthened. The work practice changes and flexibility so essential for the development of the company and keeping it competitive will require increasing input by the company's employees.
Clearly, there must be substantial overlap between the group board and the composition of the main operating company boards. This is important both for consistency of policy approaches and for the necessary continuity required at present in the company. Even though it is my intention that this substantial overlap in the composition of the boards of the company will apply, it will also allow me the discretion to appoint other members to the main operating subboards and notably professional representatives of employee interests. I had always intended that representative employee interests would have a part to play on the boards of the main airline operating subsidiaries.
I want to turn now to the issue of the Government's aviation policy. The direction of change in world aviation is irreversibly towards greater liberalisation and free trade. The rate at which this will be achieved is still uncertain. The general thrust of the Government's aviation policy has been and will continue to be to seek the maximum possible opportunities for Irish airlines to benefit from this movement towards free trade.
The Government's objectives for Irish aviation have been and will remain fixed for some time. However, as already indicated, Government policies for achieving them have been continually adapted to changes in the international aviation market. Further changes will be necessary but these will be implemented within the current consistent policy framework which should allow Irish operators in the aviation sector to plan ahead with some certainty.
The Government, in adapting and developing its policy framework, will ensure that it is sufficiently flexible to cater for the continually changing needs of the industry's customers and the range of services provided to meet these needs, and provides opportunities for public and private sector operators to earn an adequate return on capital invested, both as a reward for risk taking and to finance the continuous increments in investment needed to maintain the competitiveness of the industry vis-à-vis our competitors.
As I have stated in this House before, it is in Ireland's interest to have Aer Lingus as a substantial airline to serve trade, tourism and overall national needs. An efficient system of access transport is so crucial to the economy that we cannot risk becoming dependent on airlines based abroad for air services linking Ireland with our European partner and the rest of the world. Airlines which are not based here in Ireland are less likely to be willing to provide the services required with a frequency and convenience which could replace a national carrier. Furthermore we need a critical mass of aviation based in Ireland if the sector is to achieve its full development potential.
In conclusion, I wish to say that the board, management and staff of Aer Lingus have demonstrated their commitment to the company and their co-operation in reaching agreement on the implementation of the Strategy for the Future. With this Bill before the Oireachtas, the Government is implementing its commitment to the process. We stated that, once the necessary decisions were taken by management and the workforce, we would support the company in so far as we could contribute. The sum of £175 million represents a major injection of scarce taxpayers' funds. The Government is, as shareholder, now making its contribution to returning the airline to profitability and helping to secure its long term future. In doing so, we will be fulfilling our commitment in the Programme for a Partnership Government to ensure the commercial future of Aer Lingus as part of overall air transport policy.
I commend the Bill to the House.