INFRASTRUCTURE I T O ESITO Special General Meeting Information for Member Companies on the Proposed Merger Introduction This information is provided so we can to update stakeholders in the electricity industry on recent developments regarding the proposed merger of ESITO with InfraTrain. It provides the background to the proposed merger, outlines the business value proposition and wider benefits of the merger to our sector. As you are aware our vision is to create an ITO focused on skill development that better serves the customer and trainee needs of the wider infrastructure sector. The proposed merger is a first step in this process. Background In 2011 The Tertiary Education Commission (TEC), announced a series of funding policy changes designed to improve performance in the industry training sector improve the value to Government of funds allocated to that sector. The Minister of Tertiary Education has indicated that the number of ITOs needs to be reduced to achieve the efficiency gains expected by the Government. Since this announcement there has been rapid consolidation across the sector with the number of ITOs reducing from 37 in early 2011 to less than 20 at present. ESITO identified with their member companies the opportunity that the changing ITO landscape offered to the infrastructure sector mid 2012. Since late 2012 the Boards of ESITO and InfraTrain have been working together on a proposed merger. A robust Due diligence has been completed which demonstrated that the new organisation will be; financially viable, better positioned strategically to deal with changes to the ITO landscape, and, able to offer a more comprehensive service to its customers and trainees Both Boards have resolved to merge and will shortly enter into a Deed of Merger. The Deed of Merger is subject to a number of conditions, including: Each party obtaining the necessary support for the merger from their respective industry training sectors; The parties obtaining recognition and extension of coverage from the Tertiary Education Commission and approval as the standard setting body from the New Zealand Qualifications Authority; The merger is seen by both organizations as a merger of equals, and both share the view that it will enable them to better protect and promote the interests of their industries. INFRASTRUCTURE I T O Value Proposition The vision of both Boards is to create a new ITO which will grow to cover the training needs of the entire infrastructure sector. In our view Infrastructure covers the following areas; Transportation (roads, railways, airports and ports) Energy (electricity, gas and fuel) Water (community supply, wastewater, drainage and irrigation) Telecommunications Over the years we have recognised that the infrastructure sector shares a number of common characteristics requiring a range of similar skillsets to manage the assets, including design, construction and maintenance, as well as common areas of priority focus such as health and safety. We all face the ageing demographic of our technical and trades workforce and the necessity to bring new ideas, different ways of working, improved skills and better training delivery to our sector. We believe the Infrastructure ITO will provide a single organisation focused on the training needs of the entire sector with a collective voice that represents the infrastructure sector Its mandate will be to focus on satisfying the need for a sustainable, well trained workforce to service New Zealand’s infrastructure now, and into the future. ESITO and InfraTrain cover the electricity and civil infrastructure sectors and have responded proactively to the needs of their customers to support their needs in other sectors such as water and telecommunications. With the growing convergence in infrastructure industries, many asset owners and service providers operate across a number of sectors. The new organization will provide the platform to support further growth to realize the vision of creating an infrastructure ITO. In the future there may be other industries who wish to join the new ITO. The structure of the new organization allows for this possibility. Benefits of the Merger The benefits to our industries, our customers and our trainees are many: Better qualified trainees - The new ITO will be able to use its greater scale to design and develop improved qualifications and training programmes with an infrastructurecentric perspective as well as provided greater support. Infrastructure focused qualifications provide trainees with greater scope to develop transferable skills. Stronger customer focus - An infrastructure focused ITO is better aligned to the future direction of our customers. The merged organisation will provide a single point of contact for infrastructure service companies, and will develop a more consistent approach to service delivery. Greater influence - The increased coverage and size of the new organization and its infrastructure focus gives it a coherent voice and greater influence within government In summary the new ITO will be more resilient, have greater capacity and capability and will be able to provide high quality service across the infrastructure sector. INFRASTRUCTURE I T O Future Business Model IITO will be an incorporated society which will allow for the future addition of other infrastructure based industries. A new governance structure with strong industry representation and a skills based Board will be put in place for IITO. Before completion of the merger a new set of rules for IITO will be drawn up. These will be available on the ESITO and InfraTrain websites (as a draft). Both ESITO and InfraTrain operate nationally via regional networks with high frequency face to face contact with trainees and customers. Our customers and trainees appreciate this approach and there are no plans to change it. Similarly there are no plans on day one to change the existing qualifications and training resources. The High Level Business Model for the new ITO is available on our web site. It has been developed to improve service delivery for our customer and markets, with strong regional networks, specific local solutions and opportunities for business growth and sustainability Transition During the transition period the frontline functions of ESITO will continue to operate as business as usual. Ensuring our customers continue to receive a high quality service will be a key focus for our people over this period. Over time we will refine the IITO business model to deliver improvements to service and product quality. These improvements will be made based upon feedback from customers and trainees. The proposed merger is dependent upon support from our industry. Both ITOs are now seeking the necessary support from their respective industry sectors. Further updates will continue to be made available. We encourage you to contact us if you have questions regarding the merger, or wish to discuss any of the information contained in this paper. John McEnteer Board Chair ESITO