Page 1 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION BOARD OF DIRECTORS MEETING Monday, 27 October 2014 3:30 p.m. – 5:00 p.m. Westin Miyako Hotel • Kyoto, Japan Shirakawa Room (Level 2) NOTE: 12:00–1:00 pm, Group Lunch for all Board and Global Committee members served in Circular View Room (Level 3) AGENDA 1. CALL TO ORDER: 3:30 PM — President Stefan Messer 2. THOSE PRESENT AND ANNOUNCEMENTS (page 3) — Mr. Messer a. Determination of a Quorum – Executive Director Saunders b. Antitrust Compliance Statement – Legal Counsel Shinya Watanabe c. Other Announcements – Mr. Messer 3. APPROVAL OF MINUTES OF 22 MAY 2014 BOARD OF DIRECTORS MEETING (p. 4) — Mr. Messer 4. FINANCE REPORT a. 31 August 2014 (8-month) Financial Statement (p. 22) – Mr. Saunders b. FY2015 Proposed Budget (p. 26) – Treasurer Tom Thoman Page 2 5. 6. 7. MEMBERSHIP REPORT – Mr. Saunders a. Membership Statistics (p. 29) b. Voting Membership Application (p. 38) c. Discussion on Membership Retention d. Potential Voting Members from India (AIIGMA members) (p. 42) NOMINATING COMMITTEE REPORT (p. 56) — Chairman Wally Brant a. Review Director Class of 2017 Nominations b. Election of Director to Complete Unexpired Term c. Election of 2015 Officers GLOBAL COMMITTEE REPORT (p. 59) — Dr. Belloni a. 27 October 2014 Meeting (Kyoto) (p. 59) b. Chair Appointment for 2015 (p. 61) c. 2014 International Harmonization Award (p. 62) d. Recognition of 2013–2014 JWG Participants (p. 63) e. Minutes of 22 May 2014 Meeting (Ljubljana) (p. 70) 8. 2014 ANNUAL MEETING REPORT (p. 76) – Dr. Belloni & Mr. Saunders 9. MEETINGS UPDATE a. Annual Meetings Calendar (p. 78) – Mr. Saunders b. Discussion of 2017 Annual Meeting (Dubai, UAE) – Mr. Saunders c. Selection of Spring 2015 Board & GC Meetings Location (p. 79) – Mr. Messer 10. OTHER BUSINESS – Mr. Messer 11. ADJOURNMENT: 5:00 PM (approx.) – Mr. Messer *** 2 Page 3 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION, INC. BOARD OF DIRECTORS MEETING Monday, 27 October 2014 3:30 pm – 5:00 pm Westin Miyako Hotel • Kyoto, Japan Shirakawa Room (Level 2) • ATTENDEES Officers Wally Brant, Chairman Stefan Messer, President Aldo Belloni, Vice President Tom Thoman, Treasurer Clas Palmberg, Secretary Indiana Oxygen Co., Inc. Messer Group GmbH The Linde Group Airgas, Inc. Oy Woikoski Ab Directors Bill Kroll Alex Buendia Mike Graff Ara Hacet Amer Huneidi Giorgio Trevisi MATHESON Strandmøllen Industrigas A/S American Air Liquide Holdings Carbide Industries LLC Gulf Cryo Holding (CSC) OXICAR Ex Officio Officers David Saunders, Executive Director Shinya Watanabe, Legal Counsel IOMA Jones Day Regrets Scott Telesz T201.7 Praxair, Inc. Page 4 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION MINUTES OF THE BOARD OF DIRECTORS MEETING Thursday, 22 May 2014 Grand Hotel Union Executive • Ljubljana, Slovenia 1. CALL TO ORDER President Stefan Messer called the meeting to order at 2:00 p.m. NOTE: Substantive background materials were provided to the Directors before the meeting in the form of a Board book, which is on file at IOMA Headquarters. 2. THOSE PRESENT AND ANNOUNCEMENTS Mr. Messer welcomed all attendees to the meeting, especially new Directors Ara Hacet and Amer Huneidi. Messrs. Hacet and Huneidi provided a brief introduction of their companies. Officers Stefan Messer, President Aldo Belloni, Vice President Tom Thoman, Treasurer Clas Palmberg, Secretary Directors Alex Buendia Michael Graff Ara Hacet Amer Huneidi Bill Kroll Scott Telesz Giorgio Trevisi Ex Officio Officers David Saunders, Executive Director Kristi Drefke, Legal Counsel 1 Page 5 Regrets Wally Brant, Chairman of the Board A majority of the Directors was present constituting a quorum for the meeting. Ms. Drefke made a statement regarding compliance with IOMA’s antitrust guidelines. 3. REVIEW AND APPROVAL OF MINUTES OF 7 OCTOBER 2013 BOARD OF DIRECTORS MEETING There being no additions or corrections, it was MOVED and SECONDED that the minutes of the 7 October 2013 meeting of the Board of Directors be approved as distributed. THE MOTION PASSED UNANIMOUSLY. 4. MEMBERSHIP a. Voting Membership Applications Mr. Saunders reported on the Voting Membership application submitted by Baosteel Gases Co. Ltd. (Shanghai, China), which was sponsored by Iwatani Corp. and endorsed by President Messer. There was a discussion regarding the Board’s desire that any potential Voting Member company from China should first join the Asia Industrial Gases Association (AIGA). It was MOVED and SECONDED to approve Baosteel Gases Co., Ltd. as a new Voting Member contingent upon confirmation that the company currently is a member of AIGA. THE MOTION PASSED UNANIMOUSLY. Following Approval, it was confirmed that Baosteel Gases is a member of AIGA. Mr. Saunders reported on the Voting Membership application submitted by American Welding & Gas, Inc. (Raleigh, North Carolina, USA), which was sponsored by Indiana Oxygen Co., Inc. and endorsed by Mr. Kroll. It was MOVED and SECONDED to approve American Welding & Gas, Inc. as a new Voting Member. THE MOTION PASSED UNANIMOUSLY. 2 Page 6 b. Membership Statistics Mr. Saunders reported on the Association’s 2014 membership statistics. IOMA began 2014 with 105 dues paying members (64 Voting Members and 41 Associate Members) plus four complimentary members (AIGA, CGA, EIGA and JIMGA). These numbers included 14 companies that had not yet paid their 2014 dues. DECISION ITEM: It was agreed that Mr. Saunders will add new members by year to the existing “Resigned IOMA Members” document. c. Presentation to AIIGMA and Invitation to Kyoto Mr. Messer reported that he presented information about IOMA, using presentation slides developed by Mr. Saunders, during the All India Industrial Gases Manufacturers’ Association (AIIGMA) annual conference in Bangkok, Thailand. During the conference he invited Mr. Saket Tiku of Esteem Gases Pvt. Ltd. (potential Voting Member) to attend the IOMA Annual Meeting in Kyoto as a paying guest. Mr. Saunders reported that he recently met with Frank Xu, executive general director of the China Industrial Gases Industry Association (CIGIA). The Board discussed the possibility of inviting a staff representative from AIIGMA or CIGIA to the IOMA meeting in Kyoto. DECISION ITEMS: There was CONSENSUS to reaffirm the Board’s existing policy that invitations to attend the annual meeting as a paying guest will be extended only to potential Voting Member companies (gas producers) on a case-by-case basis, and that those companies are permitted to register not more than one representative plus spouse/companion from their company. Other associations’ staff, and member company representatives that are not gas producers, will not be invited to attend the annual meeting. There was CONSENSUS to invite a representative from a second respected gas producer company from India to attend the Kyoto meeting as a paying guest. Mr. Tiku of Esteem Gases Pvt. Ltd. in India will be contacted for a recommendation. 5. FINANCE REPORT a. FY2013 Independent Accountant’s Report Mr. Saunders reported on the 31 December 2013 independent accountant’s review report. Following a discussion, it was MOVED and SECONDED to approve the 31 December 2013 accountants’ review report as presented. THE MOTION PASSED UNANIMOUSLY. A copy of the report is attached as Appendix I to these minutes. 3 Page 7 b. FY2013 Tax Form 990 Mr. Saunders reported that he, President Messer and Treasurer Thoman had reviewed and approved IOMA’s draft Tax Form 990 for fiscal year 2013. Mr. Saunders offered to provide a copy of the Form 990 to any Director who expresses an interest in reviewing it. c. 30 April 2014 (4-month) Financial Statement Mr. Saunders reported on the 30 April 2014 financial statement. DECISION ITEM: Following a discussion of IOMA’s credit card and bank fees, there was CONSENSUS to add a 2% Convenience Fee to all annual dues and annual meeting payments that are processed via credit card or bank transfer, but not check payments, in order to mitigate the banking fees paid by IOMA. d. Review of Dues Structure Mr. Saunders led a discussion of the review of associations’ dues structures. DECISION ITEM: Following a recommendation by Dr. Belloni, Mr. Thoman and Mr. Saunders, there was CONSENSUS to keep IOMA’s annual dues a flat rate for all members, and to review the rate each year during the budget development process. e. Review of Potential Cost Savings in Budget Mr. Saunders proposed several options for reducing expenses in IOMA’s budget. The options were focused on transitioning from mailing hard copies of certain IOMA documents and publications to electronic versions only of the documents for distribution via email and/or IOMA’s website. The expenses consists of printing, envelopes and postage/shipping. DECISION ITEM: There was CONSENSUS to eliminate printing hard copies and mailing the following: 1. Binders of agendas and supporting materials for Board meetings and Global Committee meetings 2. The annual Membership Roster 3. The quarterly Broadcaster newsletter 4. One out of the two mailings of the Annual Meeting Registration Brochure (1 printed registration brochure will continue to be mailed) 4 Page 8 Mr. Saunders presented a summary of the legal counsel review conducted in 2010. Mr. Saunders presented a comparison of the management and headquarters fee paid by IOMA (as a percentage of total revenues for associations with revenue less than USD $1 million) to two industry benchmarks. IOMA’s 2013 percentage was 26%, compared to a 35% average reported by the AMC Institute Client Operating and Financial Benchmarking Survey Report, and a 44% average reported by the American Society of Association Executives (ASAE) Operating Ratio Report. Mr. Saunders agreed to continue working to reduce his firm’s expenses in order to avoid unnecessarily large annual management and headquarters fee increases. 6. NOMINATING COMMITTEE REPORT Mr. Kroll, substituting for Chairman Brant, reported that the 2014 Nominating Committee, consisting of IOMA’s officers and himself, would meet immediately following the Board meeting in order to identify director candidates for the Class of 2017 (2015-2017 term) and officer candidates for 2015. The Board will have an opportunity to review and comment on the proposed new director candidates prior to the candidates being contacted. The Board will elect the 2015 officers during the fall 2014 Board meeting in Kyoto. 7. GLOBAL COMMITTEE REPORT Mr. Telesz reported on the meeting of the Global Committee held just prior to the Board meeting, including the status of the active harmonization projects, status for future projects, appointment of Mr. Telesz as the Committee’s vice chair, new representative Corning Painter from Air Products & Chemicals, Inc., and the selection of Ichiro Nakayama of Taiyo Nippon Sanso Corp. as the IOMA 2014 International Harmonization Award recipient. DECISION ITEM: Mr. Telesz reported that the Global Committee recommends to the Board of Directors that future Spring meetings of the Board and GC be held in locations with large international airports. There was CONSENSUS to accept the GC’s recommendation. 5 Page 9 8. 2014 ANNUAL MEETING REPORT a. Speaker Program Dr. Belloni, chair of the 2014 Annual Meeting Program Committee, reported on the speakers program in Kyoto, Growth Opportunities and New Applications for the Market in the Asian Region. Six speakers from outside and inside the gas industry, including a Global Committee report from Mr. Salzgeber, are confirmed. b. Other Events, Budget and Registration Fees Mr. Saunders reported on the other activities planned for the 2014 meeting in Kyoto. Mr. Saunders reported on the meeting budget, based on 200 registrations, and 3 options for registration fees. DECISION ITEM: Following a discussion, there was CONSENSUS to keep the registration fees the same as the 2013 fees (Jackson Hole) for both member representatives and spouses/companions. Based on 200 attendees at $1,725 for a member representative and $1,260 for a spouse/companion, and the ‘Japan Day’ event hosted and paid for by the IOMA member companies from Japan, the projected net gain on the meeting is approximately $50,000. Mr. Saunders reported that in response to a question from the Voting Member companies in Japan, the Executive Committee recently decided to allow up to 8 Voting Member representatives (plus spouses/companions) to attend the Annual Meeting. This decision was reported to the Voting Members in Japan, but will not be publicized to all the Voting Members worldwide. There was no change to the Associate Member attendance limit. 9. OTHER MEETINGS REPORT a. Survey Results from 2013 Annual Meeting (Jackson Hole) Mr. Saunders reported on the survey results of the 2013 Annual Meeting in Jackson Hole, WY, USA. 54 member representatives completed the survey (a 47% response rate). 6 Page 10 b. Confirmation of 2016 Annual Meeting Mr. Saunders reported that he and Mr. Thoman investigated and received proposals from several hotels in the Southern California area for the 2016 Annual Meeting. These properties included Terranea Resort (Los Angeles), The Lodge at Torrey Pines (La Jolla), Park Hyatt Aviara (Carlsbad), La Costa Resort (Carlsbad), and The Grand Del Mar Resort (Del Mar). The Grand Del Mar Resort was chosen and a contract was finalized. c. 2017 Annual Meeting Potential Locations Mr. Saunders led a discussion regarding potential locations for the 2017 Annual Meeting. Following a discussion of several possibilities, the Board voted by a show of hands on Dubai, UAE and Istanbul, Turkey. DECISION ITEM: By a show of hands, Dubai, UAE was approved as the preferred location of the 2017 Annual Meeting. Mr. Saunders will work with Mr. Huneidi to identify the host hotel and confirm the meeting for early November 2017. 10. OLD & NEW BUSINESS a. Conflict of Interest Annual Statement Mr. Saunders requested that all Directors sign and return to him the IOMA Conflict of Interest Policy Annual Statement. b. Other Business No other business was discussed. 11. ADJOURNMENT The meeting was adjourned at 5:00 p.m. 7 Page 11 Respectfully submitted, David A. Saunders, Executive Director Approved, /s/ Stefan Messer Stefan Messer, President T300 8 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION, INC. BALANCE SHEET EIGHT-MONTH FINANCIAL STATEMENT August 31, 2014 ASSETS Commercial Checking - Wells Fargo Bank Insured Savings - Merrill Lynch Accounts Receivable Prepaid Expense Prepaid Expense - The Grand Del Mar Resort Hotel (2016 Annual Meeting) Prepaid Expenses - Rome Cavalieri Hotel (2015 Annual Meeting) $ 288,248 303,230 27,605 0 15,000 18,557 TOTAL ASSETS: $ 652,641 $ (17,964) TOTAL FUND BALANCE $ 670,604 TOTAL LIABILITIES AND FUND BALANCE: $ 652,641 LIABILITIES Accounts Payable Prepaid Income - Dues Prepaid Income - Initiation Fees (17,964) 0 0 TOTAL LIABILITIES: FUND BALANCE: Fund Balance at January 1, 2014 (Reviewed) Excess of Receipts over Disbursements $ NOTE: On 19 October 2010, the Board revised the minimum fund balance policy to US $300,000. 335,209 335,395 Page 23 IOMA NET INCOME/(EXPENSE) SUMMARY August 31, 2014 BUDGET 2014 NET GAIN (LOSS) General / Administrative $ ACTUAL YTD 31 AUG 2014 YEAR END PROJECTION (45,581) 93,896 (15,956) 50,000 241,499 35,000 4,419 335,395 19,044 TRANSFER TO (FROM) SURPLUS 4,419 335,395 19,044 BEGINNING (JAN. 1) FUND BALANCE 308,250 335,209 335,209 PROJECTED FUND BALANCE 312,669 670,604 354,253 Annual Meeting Total Net Gain (Loss) NOTES: 2 Page 24 NET INCOME/(EXPENSE) SUMMARY August 31, 2014 GENERAL & ADMINISTRATIVE: INCOME Member Dues New Member Dues New Member Initiation Fees Interest Broadcaster/Trading Post Advertising Miscellaneous Income 22-3020-01 22-3040-01 22-3080-01 22-3100-01 22-3200-01 22-3900-01 $ Total Income EXPENSES CPA Services (review, tax return) Dues and Subscriptions Insurance (D&O and gen'l liability) Legal Counsel Retainer Legal Counsel Expenses Management & Headquarters Fee Board of Directors Mtgs. (gen'l expenses) Bank Fees/Credit Card Fees/Misc. Postage/Freight/Delivery Stationery/Printing/Office Supplies Tel/Fax/Concalls/Equip Travel (Staff) Publications (Production) Publications (Mailing) Website Operations Global Committee Total Expense GAIN (LOSS) GEN./ADMIN. 22-4060-01 22-4100-01 22-4170-01 22-4180-01 22-4181-01 22-5100-01 22-4321-03 22-4360-01 22-4400-01 22-4440-01 22-4480-01 22-4500-01 22-4700-04 22-4701-04 22-4702-04 22-4800-01 $ BUDGET 2014 275,000 2,750 1,000 500 750 0 ACTUAL YTD 31 AUG 2014 286,000 8,250 4,000 255 0 0 YEAR END PROJECTION 275,000 8,250 4,000 400 750 0 280,000 298,505 288,400 2,900 968 2,650 27,533 7,500 215,565 5,500 7,000 2,200 3,025 4,180 16,000 10,500 3,300 1,760 15,000 2,900 802 1,581 16,061 4,388 143,710 2,502 6,449 579 1,277 3,277 10,357 6,585 1,976 1,125 1,039 0 204,609 2,900 968 2,650 27,533 5,500 215,565 3,500 7,000 1,000 1,500 4,180 18,000 8,300 2,000 1,760 2,000 325,581 (45,581) 93,896 304,356 (15,956) 3 Page 25 NET INCOME/(EXPENSE) SUMMARY August 31, 2014 ANNUAL MEETING INCOME Hotel Rooms Registration Fees Airport Transfers Optional Tours Golf Tournament Miscellaneous - Other 22-3500-06.1 22-3500-06.2 22-3500-06.3 22-3500-06.4 22-3500-06.5 22-3500-06.6 $ Total Income EXPENSES Hotel Rooms Hotel Master Account Suppliers/Entertainment Graphics/Printing/Postage Airport Transfers Optional Tours Bank/Credit Card/Online Reg Fees Miscellaneous (gifts, awards, gratuities) Staff Travel/Lodging Golf Tournament Speakers (fees, travel expenses) Total Expense 22-4301-06 22-4302-06 22-4303-06 22-4304-06 22-4305-06 22-4306-06 22-4307-06 22-4308-06 22-4309-06 22-4310-06 22-4311-06 $ BUDGET 2014 750,000 0 0 0 0 0 ACTUAL YTD 31 AUG 2014 126,088 243,990 16,145 29,708 0 3,539 YEAR END PROJECTION 140,000 263,500 16,500 30,000 0 0 750,000 419,471 450,000 700,000 0 0 0 0 0 0 0 0 0 0 87,430 58,708 0 5,918 0 0 (2,583) 24 13,203 0 15,272 150,000 107,000 20,000 20,000 17,000 30,000 16,000 4,000 15,000 0 36,000 700,000 177,972 415,000 GAIN (LOSS) ANNUAL MEETING 50,000 241,499 35,000 ANNUAL MEETING NET 50,000 241,499 35,000 4,419 335,395 19,044 TRANSFER TO (FROM) SURPLUS 8 9/26/14 4 Page 26 International Oxygen Manufacturers Association, Inc. 1025 Thomas Jefferson Street, NW Suite 500 East Washington, DC 20037-1174 (USA) PHONE: +1 (202) 521-9300 FAX: +1 (202) 833-3636 WEB: www.iomaweb.org E-MAIL: [email protected] 26 September 2014 MEMORANDUM TO: Board of Directors FR: Finance Committee David Saunders, Executive Director RE: FY 2015 PROPOSED BUDGET The IOMA 2014 Finance Committee, consisting of President Messer, Treasurer Thoman, Secretary Palmberg and Executive Director Saunders (ex officio), is responsible for presenting a proposed budget for the upcoming fiscal year to the Board of Directors. Attached to this memo for your review and approval during the upcoming Board meeting in Kyoto, is the 2015 proposed budget. This budget has been carefully reviewed, and is recommended, by the Finance Committee. Shown in the attached spreadsheet are the current 2014 budget, 2014 year-end projections (as of 31 August), and the 2015 proposed budget. For 2015, the Finance Committee recommends a 3.5% percent increase in membership dues ($100 increase per company), which will raise an additional $10,000 (based on 100 dues paying members). The Committee also recommends a budgeted net gain of $50,000 for the 2015 Annual Meeting in Rome. 100 dues paying companies at $2,850 per company (proposed dues level) will generate $285,000 of operating income. This dues revenue will cover approximately 90% of the $318,095 General & Administrative expenses. Overall, the General & Administrative expenses proposed for 2015 (not including the Rome Annual Meeting) are approximately $7,500 less than the G&A 2014 budget. Most of the savings can be attributed to the elimination of printing and postage expenses to produce and ship hard copy versions of the Membership Roster, newsletters and the Board and Global Committee meeting materials, plus the elimination of travel expenses for the International Harmonization Award recipient. The largest potential increase in G&A expenses is the proposed $10,000 Global Committee video for presentation during the Rome meeting. This video proposal will be discussed during the Board meeting. Page 27 IOMA Board of Directors 26 September 2014 Page 2 The Management & Headquarters Fee is proposed to increase 3.0%, or $6,467. This percentage increase is 40% lower than the 2014 approved increase. This fee covers the partial staff salaries and benefits for Executive Director Saunders, Member Services Manager Freundel and accounting services; the shared office space rent and utilities; office furniture and fixtures and leasehold improvements and depreciation; headquarters liability insurance and a crime insurance policy in IOMA’s name; and, computer hardware and software maintenance and upgrades. The primary increases in the expenses covered by this fee are office space rent and employee health insurance premiums, which increase every year and are difficult to control. Jones Day, provider of legal counsel services, proposes a 2015 retainer fee of $28,225 (excluding travel expenses), a 2.5% increase. The proposed budget includes a net gain of $50,000 on the 2015 Annual Meeting in Rome. The $500,000 income and $450,000 expenses shown in the budget are only placeholder budget numbers this far out from the meeting. If the 2015 budget is approved as proposed, a detailed annual meeting budget, which is presented to the Board during its Spring 2015 meeting, will incorporate the $50,000 gain. Just for reference, the past several years of Annual Meetings’ net gains or (losses) have been: 2013, Jackson Hole: 2012, Santiago: 2011: no meeting 2010, Kiawah Island: 2009, Prague: 2008, Maui: 2007, Barcelona: 2006, Los Cabos: 2005, Hong Kong: $21K gain $8K gain ($9K) loss $67K gain ($31K) loss ($82K) loss ($21K) loss $45K gain In summary, the projected 2014 year-end surplus is $354,253. IOMA has a policy to maintain a year-end surplus of at least $300,000. This projection is based on a Kyoto net gain of aproximately $35K, and an overall net gain for 2014 of $19K. Assuming a $50,000 net gain on the 2015 Annual Meeting in Rome and a General & Administrative loss of $29,345 ($288,750 income – $318,095 expenses), the Association would be left with a $374,908 surplus at the end of 2015. During the Board meeting in Kyoto, Treasurer Tom Thoman will lead the budget discussion. Attachment Attachment Page 28 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION, INC. PROPOSED BUDGET FY 2015 (fiscal year is 1 January – 31 December) FY 2014 Current Budget INCOME FY2014 Year-End Projection FY 2015 PROPOSED BUDGET 2015 BUDGET NOTES Dues Income: Current Members New Members New Member Initiation Fees Other Income: Interest Convenience Fee (2%) Broadcaster/Trading Post Advertising Miscellaneous $ 275,000 2,750 1,000 275,000 8,250 4,000 $ $ 500 400 750 0 750 0 750,000 450,000 1,030,000 738,400 Annual Meeting TOTAL INCOME $ 285,000 • 3.5% increase to $2,850 and based on 100 members ($10K) 0 0 400 2,850 • 2% on half of dues payments via credit card & wire transfer. 500 0 500,000 • AM (Rome) budgeted profit of $50K. Reg fees to be set by the Board at Spring 2015 meeting. 788,750 • TOTAL INCOME lower than 2014 budget based on Annual Meeting. W/out Annual Mtg $500K, Income = $289K EXPENSES CPA Services Dues and Subscriptions Insurance (D&O and Gen'l Liability) Legal Counsel Retainer Legal Counsel Expenses (travel) Management & HQ Fees Board of Directors Meetings Bank & Credit Card Fees Postage/Freight/Delivery Printing/Copies/Office Supplies Tel/Fax/Concalls/Equip Corporate Reports/Filings Miscellaneous Travel -Staff Publications (Production) Publications (Postage/Shipping) Website/Listservs Operations Global Committee (meetings & other) $ Annual Meeting TOTAL EXPENSE $ 2,900 968 2,650 27,533 7,500 215,565 5,500 7,000 2,200 3,025 4,180 2,958 997 2,730 28,225 6,000 222,032 3,500 4,500 1,000 1,500 4,305 500 2,000 19,000 5,000 0 1,848 12,000 • 2.5% increase proposed (Jones Day). • 3% increase proposed (Hauck & Associates). • No postage expenses w/ e-version of BoD meeting materials. • Moved Misc. expenses to separate expense account. • New account, split off from 'Bank & Credit Card Fees/Misc'. • New account, split off from 'Bank & Credit Card Fees'. • Includes 2 potential international trips to EIGA and Dubai. • Graphics, but no printing w/ e-version of Roster & Newsletters. • No postage w/ e-version only of Roster and Newsletters. 16,000 10,500 3,300 1,760 15,000 18,000 8,300 2,000 1,760 2,000 700,000 415,000 1,025,581 719,356 450,000 • AM (Rome) budgeted profit of $50K. Reg fees to be set by the Board at Spring 2015 meeting. 768,095 • TOTAL EXPENSE is lower than 2014 budget based on Annual Mtg & 19,044 20,655 335,209 (actual) 354,253 INCOME OVER (UNDER) EXPENSES $ BEGINNING (JAN. 1) SURPLUS $ 336,997 (budgeted) YEAR-END PROJECTED SURPLUS $ 341,416 XL22 (4 September 2014 draft) 2,900 968 2,650 27,533 5,500 215,565 3,500 7,000 1,000 1,500 4,180 4,419 354,253 374,908 • No Award travel or mtgs postage, but $10K incl for potential video. e-pubs only. W/out Annual Mtg $450K, G&A expenses = $318K. • $50K gain on Rome AM - $29K loss on G&A. • IOMA's minimum year-end surplus policy is $300,000. Page 29 International Oxygen Manufacturers Association, Inc. Membership (2004 - 2014) Voting Members Associate Members Complimentary Associate Total Net Change 2004 77 46 4 127 -5 2005 74 47 4 125 -2 2006 76 47 4 127 2 2007 71 46 4 121 -6 2008 69 48 4 121 0 2009 68 44 4 116 -5 2010 66 42 4 112 -4 2011 67 43 4 114 2 2012 65 44 4 113 -1 2013 63 44 4 111 -2 2014 61 39 4 104 -7 Voting Members Multinational North & South America Europe, Middle East & Africa Asia/Pacific 2004 19 25 20 13 2005 18 25 19 12 2006 17 26 21 12 2007 6 28 22 15 2008 6 25 22 16 2009 6 25 21 16 2010 6 24 21 15 2011 6 24 22 15 2012 6 23 21 15 2013 6 22 20 15 2014 6 21 18 16 Associate Members North & South America Europe, Middle East & Africa Asia/Pacific Complimentary 2004 32 8 6 4 2005 33 8 6 4 2006 32 13 2 4 2007 32 8 6 4 2008 34 8 6 4 2009 31 8 5 4 2010 28 10 4 4 2011 30 10 3 4 2012 30 9 5 4 2013 30 8 5 4 2014 27 8 4 4 Total IOMA Members 127 125 127 121 121 116 112 114 113 111 104 Dues Paying Members 123 121 123 117 117 112 108 110 109 107 100 22XLS_BOD_Total_Membership.xls 9/26/14 Page 30 IOMA TOTAL MEMBERSHIP 180 160 Voting Associate 140 Complimentary Total Members 120 100 77 74 76 80 71 69 68 66 67 65 63 61 60 40 46 47 47 46 48 44 42 43 44 44 39 4 4 4 4 4 4 4 4 4 4 4 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 20 0 Fiscal Year 9/26/14 Page 31 IOMA TOTAL MEMBERSHIP AND NET CHANGE FY 2004 - FY 2014 140 130 127 125 127 121 121 120 116 112 114 113 111 104 100 90 80 70 60 50 2004 2005 2006 2007 2008 2009 9/26/2014 2010 2011 2012 2013 2014 Net Change Total Membership 110 8 7 6 5 4 3 2 1 0 -1 -2 -3 -4 -5 -6 -7 -8 -9 -10 -11 -12 -13 -14 -15 -16 -17 -18 Page 32 IOMA VOTING MEMBERS BY LOCATION 30 28 26 25 25 25 25 25 24 24 23 22 22 22 21 Voting Members 20 21 22 22 21 21 20 19 20 19 18 18 17 16 16 15 15 16 15 15 15 14 13 12 12 10 6 6 6 6 6 6 6 6 5 0 Multinational - Voting 2004 2005 North & South America - Voting 2006 2007 2008 Europe, Middle East & Africa - Voting 2009 9/26/14 2010 2011 Asia/Pacific - Voting 2012 2013 2014 Page 33 IOMA ASSOCIATE MEMBERS BY LOCATION 55 Associate Members 50 45 40 32 33 32 32 35 34 31 28 30 30 30 31 27 25 20 13 15 8 8 10 5 8 8 8 10 10 9 8 8 4 4 4 4 4 4 4 4 4 4 4 6 6 6 6 5 4 3 5 5 4 2 0 Complimentary-Associate 2004 2005 North & South America - Associate 2006 2007 2008 Europe, Middle East & Africa - Associate 2009 9/26/14 2010 2011 Asia/Pacific- Associate 2012 2013 2014 Page 34 International Oxygen Manufacturers Association Voting Members Sorted by Membership Type 2014 4 Voting - Multinational Air Liquide S.A. Air Products and Chemicals, Inc. The Linde Group Messer Group GmbH Praxair, Inc. Taiyo Nippon Sanso Corporation Voting - North & South America Airgas, Inc. American Air Liquide Holdings, Inc. AOC Mexico S.A. de C.V. Butler Gas Products Co. Carbide Industries LLC Bahamas Welding & Fire Co., Ltd. CryoInfra S.A. de C.V. DeLille Oxygen Company I.B.G.-Industria Brasileira de Gases, Ltda. I.G.L. Limited IGX Group, Inc. Indiana Oxygen Co., Inc. Industrial Gases Ltd. MATHESON Norco, Inc. OsAir, Inc. OXICAR Tier 5 Labs United States Welding, Inc. Welsco, Inc. Western International Gas & Cylinders, Inc Voting - Europe, Middle East & Africa Air Products Europe, Inc. Chehab Industrial & Medical Gases S.A.L. Global Gases Group Gulf Cryo Holdings (CRC) Irish Oxygen Co., Ltd. Matheson K-Air India Pvt. Ltd Maxima Air Separation Center Ltd. Middle East Gases MOGÁS-Sociedade Moçambicana de Gases Comprimidos S.A. Multigas, Ltd. Oxygen & Argon Works Ltd. Praxair Euroholding S.L. Sapio Produzione Idrogeno Ossigeno S.r.L. SIAD S.p.A. SOL S.p.A. Strandmollen Industrigas A/S Tyczka Beteiligung Holding GmbH & Co KG Oy Woikoski Ab Voting - Asia/Pacific Air Products San Fu Gas Co., Ltd. Air Water Inc. Bangkok Industrial Gas Co., Ltd. Ellenbarrie Industrial Gases Ltd. Goyal MG Gases Pvt. Ltd. INOX Air Products Ltd. Iwatani Industrial Gases Corporation Iwatani Corporation Koike Sanso Kogyo Co., Ltd. Liquid Gas Co., Ltd. Matheson Gas Products Korea PT Samator Shanghai Baosteel Gases Ltd Supagas Pty Ltd Takachiho Chemical Industrial Co., Ltd. Tokyo Gas Chemicals Co., Ltd. Page 35 International Oxygen Manufacturers Association Associate Members Sorted by Membership Type 2014 Associate - North & South America Acme Cryogenics, Inc. AMCS Corp. Cavagna Group High Pressure Equipment Chart Inc. CP Industries Cryogenic Industries DataOnline LLC Engineered Controls International LLC FIBA Technologies, Inc. Gas Engineering LLC Harris Products Group Inflex-Argentoil S.A. Kaplan Industries Inc. Luxfer, Inc. Nordco Norris Cylinder Company Norwalk Compressor Company Ranch Cryogenics, Inc. Rexarc International, Inc. Sherwood Valve, LLC Taylor-Wharton Tomco2 Equipment Company TrackAbout, Inc. Weldcoa Weldship Corporation Western Sales & Testing of Amarillo, Inc. Worthington Cylinder Corporation Associate - Europe, Middle East & Africa Buse Gastek GmbH & Co. KG Ceodeux High Pres. Valves & Regulators Technology S.A. Chesterfield Special Cylinders LTD Cryostar France SA Faber Industrie S.p.A. M1 Engineering Ltd. Union Engineering a/s VRV S.p.A. Associate - Asia/Pacific A-TEC Co., Ltd. INOX India Ltd. Kobe Steel Company, Ltd. Neriki Valve Co., Ltd. Complimentary Asia Industrial Gases Association (AIGA) Compressed Gas Association, Inc. (CGA) European Industrial Gases Association, AISBL (EIGA) Japan Industrial and Medical Gases Association (JIMGA) 9/23/14 22T_Membership_22T100.1 IOMA MEMBERSHIPS (2004-2014) 2014 NEW: Shanghai Baosteel Gases Co., Ltd. CANCELLED: American Air Plants Company American Welding & Gas, Inc. CGI International ESAB Group, Inc. Everest Kanto Cylinder Limited International Technisystems, Inc. Miller Electric National Industrial Gases Company (GAS) Refrigeration & Oxygen Ltd White Martins Page 36 Voting Associate Voting Voting Associate Associate Associate Associate Voting Voting Voting dropped, did not pay dues dropped, did not pay dues dropped, did not pay dues resigned resigned dropped, did not pay dues dropped, did not pay dues dropped, did not pay dues dropped, did not pay dues dropped, did not pay dues 2013 Electrometalurgica Andina Grupo Gasmedi S.L. Indura S.A. Industria y Comercio Linde North America Tenaris Dalmine S.p.A Associate Voting Voting Voting Associate dropped, did not pay dues purchased by Air Liquide majority purchase Air Products resigned resigned 2012 Japan Air Gases, Ltd. Coregas Pty Ltd. Yara Praxair Voting Voting Voting resigned resigned resigned 2011 Air Cryo, Inc. CPI China Toa Techno Gas Company, Ltd. Associate Associate Voting dropped, did not pay dues dropped, did not pay dues resigned 2010 Air Products Asia Air Products South Africa (Pty) Limited CONCOA Cryeng Pty Ltd. Cyl-Tec, Inc. Hamai Industries Ltd. Jack B. Kelley, Inc. Linweld Miller Electric Valley National Gases LLC Voting Voting Associate Associate Associate Associate Associate Associate Associate Associate APCI memberships consolidated APCI memberships consolidated resigned dropped resigned resigned resigned purchased by Matheson Tri-Gas resigned purchased by Matheson Tri-Gas 2009 Abdullah Hashim Industrial Gases & Equip Voting dropped, did not pay dues American Cap Company Inc. Associate dropped, did not pay dues 1 Arabian Industrial Gases Co. Voting became part of Gulf Cryo Arcet Equipment Co. Cryeng Pty Ltd H2Gen Innovations Kuwait Oxygen & Acetylene Co. Linde Process Plants, Inc. Voting Associate Associate Voting Associate dropped, did not pay dues dropped, did not pay dues dropped, did not pay dues became part of Gulf Cryo resigned, no longer serving industrial gas market 2008 ASCO Carbon Dioxide Ltd. National Welders Supply Co., Inc. Proton Energy Systems, Inc. Saudi Industrial Gas Co. Scott Specialty Gases SON-Societa Ossigeno Napoli S.p.A. Southwest Industrial Gases Associate Voting Associate Voting Voting Voting Voting purchased by Messer purchased by Airgas dropped, did not pay dues dropped, did not pay dues purchsed by Air Liquide dropped, did not pay dues resigned after plant fire Page 37 2007 Emirates Industrial Gases Co. Voting The BOC Group plc Voting Gas & Equipment Factory LLC Voting Karbogaz Carbon Dioxide & Industrial Gases Inc. Voting Mittler Supply, Inc. Voting Union Industrial Gas Group Voting dropped, did not pay dues company purchased by Linde Group dropped, did not pay dues company purchased by Linde Group company purchased by Praxair company purchased by Airgas 2006 Gas Equipment Engineering Corp. Logex Sponsler, Inc. Thermodyne Associate Associate Associate Associate dropped, did not pay dues resigned dropped, did not pay dues resigned 2005 AGA SA MG Industries Voting Voting resigned sold to Taiyo Nippon Sanso Corporation 2004 CRIOGEN Kuwait Industrial Gases Co. Nippon Sanso Corporation Taiyo Toyo Sanso Co., Ltd. Associate Voting Voting Voting no longer in business combined membership with Kuwait Oxygen & Acetylene Co. merged with Taiyo Toyo Sanso to form Taiyo Nippon Sanso merged with Nippon Sanso to form Taiyo Nippon Sanso 2 Page 38 Page 39 Page 40 Page 41 Page 42 Page 43 Page 44 Page 45 Page 46 Page 47 Page 48 Page 49 Page 50 Page 51 Page 52 Page 53 Page 54 Page 55 Page 56 International Oxygen Manufacturers Association, Inc. 1025 Thomas Jefferson Street, NW Suite 500 East Washington, DC 20037-1174 (USA) PHONE: +1 (202) 521-9300 FAX: +1 (202) 833-3636 WEB: www.iomaweb.org E-MAIL: [email protected] 26 September 2014 MEMORANDUM TO: Board of Directors FR: 2014 Nominating Committee David Saunders, Executive Director RE: IOMA NOMINATING COMMITTEE REPORT The 2014 Nominating Committee, consisting of Committee Chairman Wally Brant, Bill Kroll, Stefan Messer, Aldo Belloni, Tom Thoman and Clas Palmberg is responsible for: 1. nominating a slate of Directors for the Class of 2017 (three-year term 2015-2017) for election in Kyoto by the Voting Members; 2. nominating a candidate to complete the unexpired term of John Marsland (APCI), who resigned from the Board; and, 3. nominating a slate of 2015 Officers (one-year term) for election in Kyoto by the Board of Directors. The Committee met in Ljubljana, Slovenia on 22 May 2014, and agreed on the following recommendations. All nominees have agreed to serve if elected. The Committee recommends the following Director Class of 2017 for election by the Voting Members during the Kyoto General Session on Tuesday, 28 October, and the following candidate to complete the unexpired term of John Marsland for election by the Board during its meeting on Monday, 27 October in Kyoto. PROPOSED DIRECTOR CLASS OF 2017 (three-year term, 2015-2017): Alex Buendia, Strandmøllen Industrigas 2nd term Mike Graff, American Air Liquide Holdings 2nd term Yujiro Ichihara, Taiyo Nippon Sanso Corp. 1st term (new Director) Tom Thoman, Airgas, Inc. 3rd term PROPOSED CANDIDATE TO COMPLETE THE UNEXPIRED TERM OF JOHN MARSLAND (in Director Class of 2015): Corning Painter, Air Products & Chemicals Partial Term (expires 31 Dec. 2015) Page 57 Board of Directors 26 September 2014 Page 2 Attached to this memo is the new Board composition on 1 January 2015, assuming these nominations are approved. The Committee also recommends the following slate of 2015 Officers, for election by the Board during its meeting on Monday, 27 October in Kyoto. PROPOSED 2015 OFFICERS: Chairman of the Board Wally Brant (non-voting, 2nd term) President Stefan Messer (2nd term) Vice President Tom Thoman Treasurer Clas Palmberg Secretary Mike Graff Please contact Committee Chairman Wally Brant or David Saunders with any questions or comments you may have. Attachment T203.4 International Oxygen Manufacturers Association, Inc. Page 58 BOARD OF DIRECTORS COMPOSITION ON 1 JANUARY 2015 Membership Category CLASS OF 2015—Terms Expiring 31 Dec. 2015 Terms Served as Director when Term Ends Corning Painter ................................. Multinational ................................ 1/3 Stefan Messer ................................... Multinational ................................ 2 Giorgio Trevisi ................................... North/South America................... 1 vacant seat (held until 31 Dec. 2014 by Aldo Belloni, Linde Group, Multinational) CLASS OF 2016—Terms Expiring 31 Dec. 2016 Ara Hacet .......................................... North/South America................... 1 Amer Huneidi .................................... Europe/Middle East/Africa .......... 1 Clas Palmberg .................................. Europe/Middle East/Africa .......... 2 Scott Telesz ...................................... Multinational ................................ 2 CLASS OF 2017 — Terms Expiring 31 Dec. 2017 Alex Buendia ..................................... Europe/Middle East/Africa .......... 2 Mike Graff ......................................... Multinational ................................ 2 Yujiro Ichihara ................................... Multinational ................................ 1 Tom Thoman..................................... North/South America................... 3 2015 OFFICERS Wally Brant........................................ Chairman of the Board (non-voting, 2nd term) Stefan Messer ................................... President (2nd term) Tom Thoman..................................... Vice President Clas Palmberg .................................. Treasurer Mike Graff ......................................... Secretary NOTES: 1. The normal Board term is three (3) years. When a fraction is shown, it indicates that the individual was either elected to complete the term of a Director who had resigned or is serving longer than two (2) terms due to their service as an Officer. 2. Board Composition on 1 January 2015: Multinational .......................... 5 North/South America ............ 3 Europe/Middle East/Africa ... 3 T203.3 Page 59 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION GLOBAL COMMITTEE MEETING Monday, 27 October 2014 1:00 – 3:00 pm Westin Miyako Hotel • Kyoto, Japan Shirakawa Room (Level 2) NOTE: 12:00–1:00 pm, Group Lunch for all Global Committee and Board members in Circular View Room (Level 3) AGENDA 1. CALL TO ORDER: 1:00 PM – Chairman Salzgeber 2. THOSE PRESENT AND ANNOUNCEMENTS – Mr. Salzgeber a. Welcome: • Guest from The Linde Group, Mr. Tom Blades • New AIGA Representative, Mr. Milan Sarkar • New JIMGA Representative, Mr. Hiroshi Nagae b. Determination of a Quorum – Executive Director Saunders c. Antitrust Compliance Statement – Legal Counsel Shinya Watanabe d. Other Announcements – Mr. Salzgeber 3. EXTENSION OF CHAIRMAN SALZGEBER’S TERM THROUGH 2015 – Mr. Saunders 4. APPROVAL OF 22 MAY 2014 MEETING MINUTES – Mr. Salzgeber 5. INTERNATIONAL HARMONIZATION COUNCIL (IHC) REPORT – Messrs. Tiller (CGA), Brickell (EIGA) Nagae (JIMGA) and Sarkar (AIGA) a. IHC Meeting No. 35 – Major Discussion Topics b. CGA and EIGA Progress c. All Associations Summary d. Project Updates and Exception Reports e. Hydrogen Reports f. IHC Meeting No. 36 Details g. Draft Minutes of IHC Meeting No. 35 Page 60 6. LIST OF JWG PARTICIPANTS FOR RECOGNITION – Mr. Saunders 7. INCREASING AWARENESS OF THE GC & IHC – Mr. Salzgeber a. Articles from IHC for IOMA Newsletter b. Potential Development of Video 8. 2014 INTERNATIONAL HARMONIZATION AWARD – Mr. Saunders 9. OTHER BUSINESS – Mr. Salzgeber 10. ADJOURNMENT: 3:00 pm (approx.) – Mr. Salzgeber ### 2 Page 61 International Oxygen Manufacturers Association GLOBAL COMMITTEE LEADERSHIP, 1999-2014 CHAIRMAN: VICE CHAIRMAN 2012-2014 (special 3-year term) Guy Salzgeber Air Liquide 2014-2015 Scott Telesz Praxair, Inc. 2011-2012 Bob Dixon Air Products & Chemicals 2012-2013 Hirosuke Matsueda Taiyo Nippon Sanso 2009-2010 Aldo Belloni The Linde Group 2010-2011 Ricardo Malfitano Praxair 2007-2008 Jean-Pierre Duprieu Air Liquide 2007-2009 Hiroshi Taguchi Taiyo Nippon Sanso 2005-2006 Ricardo Malfitano Praxair 2006 John Bevan BOC 2003-2004 Lennart Selander The Linde Group 2004-2005 Jean-Pierre Duprieu Air Liquide 2001-2002 Dick Grant BOC 2003 Bob Gadomski Air Products & Chemicals 1999-2000 John Paul Jones Air Products & Chemicals 2001-2002 Paul Bilek Praxair 1999-2000 Gerard Levy Air Liquide Page 62 International Oxygen Manufacturers Association International Harmonization Award CRITERIA • • • • Individual’s record of achievement and leadership on behalf of the industry Individual’s reputation and professional recognition within the gas industry Individual’s reputation and recognition by international and national authorities Individual’s involvement and cooperation with industry and authorities in developing and promoting harmonized legislation and standards POLICIES • • • At least two nominees should be presented to the Global Committee each year Each IHC member association (AIGA, CGA, EIGA, JIMGA) is allowed to submit not more than one nomination per year If a particular nominee is not selected, the IHC association member may carry their nomination forward to subsequent years indefinitely, or may nominate a new candidate in the subsequent years AWARD RECIPIENTS 2014: Ichiro Nakayama, Taiyo Nippon Sanso Corp. 2013: Alain Colson, Air Liquide S.A. 2012: Jerrold Sameth, MATHESON 2011: Takashi Washizu, Air Water Inc. (retired) 2010: Hervé Barthélémy, Air Liquide S.A. 2009: Andrea Mariotti, SOL S.p.A. 2008: Will Schmidt, Air Products & Chemicals, Inc. 2007: Helmut Kahl, The Linde Group 2006: Gary Prezbindowski, Air Liquide 2005: Dr. Christopher Jubb, BOC Gases Page 63 Project A-1083 John Bernard Dennis Bernhard Barry Brown Andrea Mariotti Sudhir (Sid) Phakey John Somavarapu Kevin Tapsfield Praxair, Inc. 175 East Park Drive Tonawanda, NY 14127 USA Air Products and Chemicals, Inc. 7201 Hamilton Blvd. Allentown, PA 18195-1501 USA Airgas, Inc. SAFECOR 3426 Starwood Trail Lilburn, GA 30047 USA SOL SpA Via G. Borgazzi 27 20900 MONZA Italy Linde North America, Inc. 575 Mountain Avenue Murray Hill, NJ 07974-2082 USA American Air Liquide Holdings, Inc. 3535 W. 12th Street Houston, TX 77008 USA Air Products plc Hersham Technology Park Molesey Road Walton-on-Thames SURREY KT12 4RZ United Kingdom Page 64 A-1095 John Anicello Olivier Ettighoffer Nikos Larass Andrea Mariotti Glen Peters Sudhir (Sid) Phakey Martin Timm Inaki Uriarte Airgas, Inc. 29604 11th Place South Federal Way, WA 98803 USA Air Liquide SA 57 Avenue Carnot BP 313 Champigny-sur-Marne 94503 France The Linde Group Seitnerstrasse 70 Pullach 82049 Germany SOL SpA Via G. Borgazzi 27 20900 MONZA Italy Air Products and Chemicals, Inc. 7201 Hamilton Blvd. Allentown, PA 18195-1501 USA Linde North America, Inc. 575 Mountain Avenue Murray Hill, NJ 07974-2082 USA Praxair, Inc. 175 East Park Drive Tonawanda, NY 14151-0044 USA Praxair España, S.L. Crtra N-1 Madrid-Irun Km 416 Olaberria Guipuzcoa 20212 Spain Page 65 A-1103 Hervé Barthélémy Barry Brown Jerry Hayes Francisco Huertas Michael Phillips Rudi Schaerlaeckens Paul Wise Air Liquide SA 75, quai d'Orsay 75321 Paris CEDEX 07 France Airgas, Inc. SAFECOR 3426 Starwood Trail Lilburn, GA 30047 USA Air Liquide SA 112 Rue Saint Dominique Paris 75007 France Linde North America, Inc. 575 Mountain Avenue Murray Hill, NJ 07974 USA BOC GASES UK 10 Priestley Road The Surrey Research Park Guildford, Surrey GU2 7XY United Kingdom Messer Belgium NV/SA Nieuwe Weg 3, 2070 Zwijndrecht, Belgium Air Products plc 2 Millenium Gate Westmere Drive Crewe Cheshire CW1 6AP United Kingdom Page 66 A-1105 Geoffrey (Geoff) Achilles Raja Amirthalingam Jan Cabbaut Jean Gallarda Thomas Hannigan W.D. (Bill) Lindberg Fernando Mateo Wolfgang Ott Air Products and Chemicals, Inc. 7201 Hamilton Blvd. Allentown, PA 18195-1501 USA American Air Liquide Holdings, Inc. 2700 Post Oak Blvd. STE 1800 Houston, TX 77056 USA Air Liquide SA Vorstlaan 280 B 1160 Brussels Belgium Air Liquide SA 57 Avenue Carnot BP 313 Champigny-sur-Marne 94503 France Air Products and Chemicals, Inc. P.O. Box 3326 Pasadena, TX 77506 USA 2700 Post Oak Blvd. STE 1800 Houston, TX 77056 USA Praxair, Inc. 1585 Sawdust Road STE 300 The Woodlands, TX 77380 USA The Linde Group Seitnerstrasse 70 Pullach 82049 Germany Page 67 R1-1015 Witold Balczarczyk John Bernard Andrew P Clark Alain Colson Bernard Courtoy Andrea Mariotti Sudhir (Sid) Phakey Dirk Reuter Thomas Schramke Inaki Uriarte The Linde Group Seitnerstrasse 70 Pullach 82049 Germany Praxair, Inc. 175 East Park Drive Tonawanda, NY 14127 USA Air Products plc Hersham Technology Park Molesey Road Walton-on-Thames SURREY KT12 4RZ United Kingdom Air Liquide SA 57 Avenue Carnot BP 313 Champigny-sur-Marne 94503 France Air Liquide SA 57 Avenue Carnot BP 313 Champigny-sur-Marne 94503 France SOL SpA Via G. Borgazzi 27 20900 MONZA Italy Linde North America, Inc. 575 Mountain Avenue Murray Hill, NJ 07974-2082 USA Messer Group GmbH Gahlingspfad 31 Krefeld D-47803 Germany Air Products and Chemicals, Inc. 7201 Hamilton Blvd. Allentown, PA 18195-1501 USA Praxair España, S.L. Crtra N-1 Madrid-Irun Km 416 Olaberria Guipuzcoa 20212 Spain Page 68 R1-1018 Witold Balczarczyk John Bernard Russell Bischoff Andrew P Clark Bernard Courtoy Kenneth Kovak Keith Pace Mark Penaherrera Stephanie Riggs John Somavarapu The Linde Group Seitnerstrasse 70 Pullach 82049 Germany Praxair, Inc. 175 East Park Drive Tonawanda, NY 14127 USA Linde North America, Inc. 1 Greenwich Street Stewartsville, NJ 08886 USA Air Products plc Hersham Technology Park Molesey Road Walton-on-Thames SURREY KT12 4RZ United Kingdom Air Liquide SA 57 Avenue Carnot BP 313 Champigny-sur-Marne 94503 France Air Products and Chemicals, Inc. 7201 Hamilton Blvd. Allentown, PA 18195-1501 USA Praxair, Inc. 175 E Park Drive Tonawanda, NY 14150 USA Airgas, Inc. Airgas Merchant Gas 6055 Rockside Woods Blvd. Independence, OH 44131 USA American Air Liquide Holdings, Inc. 3535 W. 12th Street Houston, TX 77008 USA American Air Liquide Holdings, Inc. 3535 W. 12th Street Houston, TX 77008 USA Page 69 Andrea Mariotti SOL SpA Via G. Borgazzi 27 20900 MONZA Italy Dirk Reuter Messer Group GmbH Gahlingspfad 31 Krefeld D-47803 Germany Praxair España, S.L. Crtra N-1 Madrid-Irun Km 416 Olaberria Guipuzcoa 20212 Spain Inaki Uriarte Page 70 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION MINUTES OF THE GLOBAL COMMITTEE MEETING Thursday, 22 May 2014 Grand Hotel Union Executive • Ljubljana, Slovenia 1. CALL TO ORDER Chairman Salzgeber called the meeting to order at 10:00 a.m. 2. THOSE PRESENT AND ANNOUNCEMENTS PARTICIPANTS Committee Members Guy Salzgeber, Chairman Scott Telesz, Incoming Vice Chairman Aldo Belloni Akiji Makino Corning Painter Shinji Tanabe Air Liquide S.A. Praxair, Inc. The Linde Group Iwatani Corporation Air Products & Chemicals, Inc. Taiyo Nippon Sanso Corp. Ex Officio Members David Saunders Kristi Drefke, Legal Counsel IOMA Jones Day Cooperating Members Phil Brickell Eiji Hayashitani Mike Tiller EIGA JIMGA CGA Also Present Satoshi Hasaka Fumiaki Ohya Taiyo Nippon Sanso Corp. Iwatani Corporation Page 71 Absent Milan Sarkar AIGA Mr. Salzgeber welcomed all to the meeting, including new APCI representative Corning Painter. Mr. Saunders reported that a majority of the Committee members was present constituting a quorum for the meeting. Ms. Drefke made a statement regarding compliance with IOMA’s antitrust guidelines. Mr. Salzgeber recommended that an electronic copy, not hard copy, of the meeting materials be distributed about one month prior to the meeting. Mr. Saunders reported that an electronic copy of the materials could be distributed approximately one week earlier than hard copy currently is distributed and that he planned to make the same recommendation to the Board of Directors during their 22 May meeting. [Following the GC meeting the Board of Directors approved distribution of the meeting materials in electronic format.] NOTE: Substantive background materials were provided to the Committee members before the meeting in the form of a meeting book, which is on file at IOMA Headquarters. 3. APPOINTMENT OF SCOTT TELESZ TO VICE CHAIR Mr. Salzgeber reported that there were no prior objections to his recommendation that Scott Telesz serve as the Vice Chair of the Committee, with a term effective immediately and ending 31 December 2015. DECISION ITEM: There was GC CONSENSUS to accept Mr. Salzgeber’s recommendation. 4. APPROVAL OF MINUTES It was MOVED and SECONDED to approve the minutes of the 7 October 2013 meeting as drafted. MOTION PASSED UNANIMOUSLY. 2 Page 72 5. INTERNATIONAL HARMONIZATION COUNCIL (IHC) REPORT The IHC Report presentation slides are attached to the permanent copy of these minutes maintained at IOMA’s headquarters. IHC Meeting No. 34 – Major Discussion Topics There was a discussion regarding the “ASU Publications Library Gap Analysis” as well as the areas the IHC was recommending to be considered next. It was noted that currently there are no harmonized publications on acetylene, but that a large number of harmonized publications had been developed on different aspects of specialty gases. The group noted that given the range of “specialty gases” that perhaps a single gap analysis was not adequate and that the group should work to develop an appropriate gap analysis methodology, or set of gap analysis methodologies, given the range of gases that are considered specialty gases. DECISION ITEMS: 1. There was CONSENSUS that the outcome and recommendations from the ASU gap analysis were welcomed, that the gap analysis proved to be a valuable tool and that the IHC should use the same gap analysis process for acetylene. This effort will be led by CGA and EIGA, with the schedule contingent on availability of Member company expert resources and Association resources. 2. There was CONSENSUS that the Asian associations (AIGA, JIMGA) take the lead on developing an appropriate gap analysis methodology or set of gap analysis methodologies for specialty gases, which could be conducted simultaneously with acetylene, contingent on availability of Member company expert resources and Association resources. There was a discussion regarding the criteria proposed by the IHC for deciding whether a publication due for revision should be made active in the revision process (and the priority for the revision), whether it should be simply revalidated, or whether revision should be postponed. DECISION ITEM: There was CONSENSUS that the criteria developed by the IHC as a guideline for the cyclical review of publications due for revision were appropriate and that the IHC would document these in the IHC process guide. 3 Page 73 The IHC reported that occasionally travel restrictions enforced by some companies restrict Joint Working Group (JWG) members from traveling to harmonization project meetings. DECISION ITEM: There was CONSENSUS that if a GC member company’s travel restrictions adversely affect the travel to a joint working group and also adversely affect in a significant way the work of a JWG meeting, the IHC staff should report the problem directly to the company’s GC representative. The IHC requested guidance from the GC regarding whether there is value in the IHC working on advocacy with certain regional regulatory or legislative bodies to develop appropriate and effective medical gases regulations or laws. DECISION ITEM: There was CONSENSUS that the IHC may explore coordination on pharmacovigilance issues, but should not pursue coordination in other regulatory areas such as good manufacturing practices. It was reported that the IHC occasionally contacts regional gas associations that are not IHC members when it is discovered that the association is modifying an already harmonized document. DECISION ITEM: GC members agreed to raise the issue with their company representatives serving on other regional gas associations in order to discourage the practice of modifying an already harmonized document. CGA and EIGA Progress The IHC forecast for the number of joint harmonization projects to be published in 2014 by CGA and EIGA was 19. Mr. Brickell and Mr. Tiller estimated the actual number of projects published to be 14-16. Six have been published to date. JIMGA confirmed that project A-1087, Safe Handling of Electronic Specialty Gases, will be completed in 2015. Workload Review DECISION ITEM: There was CONSENSUS that details of the project workload by committee will be presented to the GC only as needed, but not necessarily at every GC meeting. 4 Page 74 Project Updates and Exception Reports The following four new Active Projects were proposed by the IHC: 1. A-1118, Cleaning Equipment for Oxygen Service 2. A-1119, Hazards of Oxygen Deficient Atmospheres 3. A-1120, Use of Residual Pressure Valves 4. A-1121, Guidelines for Validation of ASU and Distribution Equipment for Medical Gases DECISION ITEM: There was CONSENSUS to approve all four proposed projects as new Active Projects. The following two projects were reported to be completed and published: 1. A-1085, Near Misses on Electronic Specialty Gases 2. A-1100, Combustion Safety Guidelines for Steam Reformer Operation. DECISION ITEM: There was CONSENSUS to accept the two completed and published documents as Closed Projects. It was reported that the following two projects currently are on hold: 1. A-1072, Safe Location of Oxygen and Nitrogen Vents 2. A-1115, Vacuum Jacketed Piping in Cryogenic Service Hydrogen Reports There was CONSENSUS that the hydrogen activities of the IHC association members would continue to be reported at each GC meeting. 6. 2014 INTERNATIONAL HARMONIZATION AWARD The nominees for the 2014 International Harmonization Award were reviewed. DECISION ITEM: There was CONSENSUS to present the 2014 International Harmonization Award to Ichirou Nakayama of Taiyo Nippon Sanso Corp. and JIMGA. 7. CONFLICT OF INTEREST ANNUAL STATEMENT Mr. Saunders requested that all GC members review IOMA’s Conflict of Interest Policy, then sign the Annual Statement and submit it to him. 5 Page 75 8. OTHER BUSINESS It was reported that on 10 July 2014, Mr. Kunishi Hazama of Taiyo Nippon Sanso Corp. will succeed Mr. Masahiro Toyoda of Air Water Inc. as JIMGA Chairman. It was reported that on 10 June 2014, Mr. Hiroshi Nagae will succeed Mr. Eiji Hayashitani as JIMGA Executive General Director. M. Salzgeber proposed promoting and increasing the awareness of the GC’s and IHC’s work to the IOMA members by including articles in the IOMA Broadcaster newsletter approximately twice per year and by presenting more details in the GC Chairman’s report during IOMA’s annual meetings. Subject to funding to be identified with IOMA, a proposal was made to create a video promoting the value of the harmonization process to IOMA members and for use at the IOMA Annual Meeting. DECISION ITEM: There was CONSENSUS that the IHC will draft an article for the IOMA newsletter and provide more detailed content for the GC Chairman’s presentation during IOMA’s annual meetings. 9. ADJOURNMENT The meeting was adjourned at 12:01 p.m. Respectfully submitted, David A. Saunders, Executive Director Approved, /s/ Guy Salzgeber Guy Salzgeber, Chairman 6 Page 76 Event Snapshot List for IOMA 71st Annual Meeting (#1567360) On-site Report Date: Wednesday, October 1, 2014 Location: Kyoto Overall Statistics Total Registrations Cancellations Type Breakdown 117 4 Total IOMA Member Representative IOMA Member Representative & Spouse/Companion Status Breakdown Custom Fields Lodging and Travel Merchandise Welcome Reception Sunday Breakfast Japan Day Dinner & Recep Monday Breakfast Presidents Banquet Tuesday Breakfast Closing Reception Limit % of Limit Revenue 55 47% $288,622.31 % of Total Revenue 95% 3% 2% $445,085.21 $-1,159.50 $6,808.50 % of Total Total Quantity Revenue 13% 5% 26% 15% 40% % of Total 56 56 47 46 10 2 Booking Fees Deluxe Room ($360/night) Junior Suite($515/night) Standard ($310/night) $450,734.21 $163,271.40 15 6 31 18 47 The Westin Miyako Revenue 53% Total Spouse First Spouse Last Spouse/Companion Nickname Home Address Details Special Needs Children % of Limit 62 115 4 2 Credit Card(Amex) Credit Card(Mastercard) Credit Card(Visa) Check Wire Transfer Limit 100% % of Total Total Confirmed Canceled Attended Payment Method Breakdown % of Total $77,040.60 $27,519.60 $117,764.10 $56,618.70 $172,950.71 Limit % of Limit 48% 48% 40% 39% 9% 2% % of Quantity Revenue 412 100% $0.00 174 28 210 42% 7% 51% $0.00 $0.00 $0.00 $0.00 Quantity % of Quantity 128 126 173 163 173 162 131 Limit % of Limit Revenue $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Wednesday Breakfast Standard - $310.00 Deluxe - $360.00 Junior Suite - $515.00 3rd person - $75.00 Eastern City Tour - $200.00 Tea Ceremony Western City Tour - $140.00 Round Trip Txfr (ITM) - $350.00 One-way Transfer (ITM) - $175.00 ARRIVAL Only DEPARTURE Only Round Trip Txfr (KIX) - $650.00 One-way Transfer (KIX) - $325.00 ARRIVAL Only DEPARTURE Only 125 216 157 32 4 86 88 88 14 4 1 3 100 96 100 25% 75% 16 14 8 6 $0.00 $68,299.20 $57,650.40 $16,809.60 $306.00 $17,544.00 $0.00 $12,566.40 $4,998.00 $714.00 Page 77 86% 92% 88% $178.50 $535.50 $10,608.00 $4,641.00 57% 43% $2,652.00 $1,989.00 Taxes Total Total Taxes Collected $9,229.10 Page 78 International Oxygen Manufacturers Association CONFIRMED ANNUAL MEETINGS 2015 7–11 November (Sat-Wed) The Rome Cavalieri Waldorf Astoria Rome, Italy 2016 23–27 October (Sun-Thurs, revised pattern) The Grand Del Mar San Diego, California, USA 2017 November Dubai, UAE (hotel to-be-determined) Page 79 INTERNATIONAL OXYGEN MANUFACTURERS ASSOCIATION DATES & LOCATIONS OF IOMA SPRING BOARD MEETINGS (2001-2014) May 2014 Ljubljana, Slovenia (Grand Hotel Union Executive) May 2013 Edinburgh, Scotland (The Caledonian Hotel) April 2012 Washington, D.C., USA (Willard InterContinental Hotel) June 2011 New York, New York, USA (Jumeirah Essex House) June 2010 Milan, Italy (Four Seasons Hotel) May 2009 New York, New York, USA (Jumeirah Essex House) May 2008 Dublin, Ireland (Ritz-Carlton Powerscourt) May 2007 Philadelphia, Pennsylvania, USA (Four Seasons Hotel) June 2006 New York, New York, USA (Ritz-Carlton Central Park) April 2005 Barcelona, Spain (Hotel Arts Ritz-Carlton) May 2004 Paris, France (Hotel Sofitel) April 2003 San Francisco, California, USA (Ritz-Carlton) April 2002 Frankfurt, Germany (Sheraton) May 2001 London, England (InterContinental) T204
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