Qantas 2000 Annual Report Download - page 28
Download and view the complete annual report
Please find page 28 of the 2000 Qantas annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.26
THE SPIRIT OF AUSTRALIA
Corporate Governance
BOARD RESPONSIBILITIES
"
Protect and enhance shareholder
value.
"
Set and review strategic direction.
"
Monitor operating and financial
performance.
"
Risk management.
"
Report to shareholders.
BOARD STRUCTURE DURING
1999/2000
"
Maximum of 12 Directors.
"
Seven independent Non-Executive
Directors elected by shareholders
other than British Airways (six from
1 August 2000) – no substantial
supplier/customer relationship
nor previous executive roles
within Qantas.
"
Chairman is an independent
Non-Executive Director.
"
Maximum 12-year term for
independent Non-Executive Directors
and 6-year term for the Chairman.
"
Three Non-Executive Directors
appointed by British Airways
(a right acquired from the Australian
Government in 1993 when
British Airways purchased its 25%
shareholding).
"
Two Executive Directors (three from
1 August 2000 – the Chief
Executive, Deputy Chief Executive
Officer and Chief Financial Officer).
"
New independent Non-Executive
Directors are chosen by the other
independent Non-Executive Directors
and re-elected by shareholders.
AUSTRALIAN PROVISIONS
"
Provisions in the Constitution to
ensure the independence of the
Qantas Board and to protect the
airline’s position as an Australian
flag carrier.
"
Head office must be in Australia.
"
Two-thirds of the Directors must be
Australian citizens.
"
Chairman must be an Australian
citizen.
"
British Airways cannot vote in any
election of independent
Non-Executive Directors.
"
Quorum for a Directors’ meeting
must include a majority of non-BA
Directors who are Australian citizens
and at least one BA Director.
"
Maximum 49 percent aggregate
foreign ownership.
"
Maximum 35 percent aggregate
foreign airline ownership.
"
Maximum 25 percent ownership by
one foreign person.
BOARD MEETINGS
"
11 formal meetings a year.
"
Two-day meeting held each year
to review and approve the strategy
and financial plan for the next
financial year.
COMMITTEES
"
Board does not delegate major
decisions to Committees.
"
Committees are responsible for
considering detailed issues and
making recommendations to
the Board.
"
Four Committees:
– Audit Committee
Four meetings a year – assists
the Board in fulfilling its
accounting and financial reporting
responsibilities and monitors
internal and external auditors.
– Safety, Environment &
Security Committee
Four meetings a year – receives
detailed reports on all safety,
environment and security aspects
of the airline and ensures that
the appropriate procedures are in
place to protect the airline, its
passengers and the community.
– Chairman’s Committee
Established in 2000 – reviews
Board’s performance, selection
of new Directors, Chief Executive
and executive remuneration and
succession planning.
– Nominations Committee
Approval of Chairman and any
Alternate Directors.
"
Membership of and attendance at
1999/2000 Board and Committee
Meetings is detailed on page 30.
STANDARDS
"
Annual formal review of Board
performance.
"
Active participation by all Directors
at all meetings.
"
Open access to information.
"
Regular management presentations
and visits to interstate and offshore
operations.
"
Independent professional advice
is available to the Directors.
"
Formal Code of Conduct – covering
conflict of interest.
"
Formal share trading policy.