Qantas 2003 Annual Report Download - page 31

page 29
Spirit of Australia
CORPORATE GOVERNANCE STATEMENT continued
maximum 12 year term for independent Non-Executive Directors
and six year term for the Chairman
Chairman is an independent Non-Executive Director
two Non-Executive Directors are appointed by British Airways
(a right acquired from the Australian Government in 1993
when British Airways purchased its shareholding)
two Executive Directors – Chief Executive Officer and Chief
Financial Officer
new independent Non-Executive Directors are nominated by
the Chairman’s Committee, appointed by the other independent
Non-Executive Directors and elected by shareholders
details of the Directors, their qualifications and tenure in office
are on pages 26 and 27
at the 2000 Annual General Meeting, shareholders approved
the entering of Director Protection Deeds with each Director
AUSTRALIAN PROVISIONS
the Constitution contains provisions to ensure the independence
of the Qantas Board and to protect the airline’s position as the
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% aggregate foreign ownership
maximum 35% aggregate foreign airline ownership
maximum 25% ownership by one foreign person
BOARD MEETINGS
eight formal meetings a year
additional meetings held as required (eg during the crises
resulting from the Sudden Acute Respiratory Syndrome (SARS)
outbreak and war in Iraq)
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
Audit Committee – assists the Board in fulfilling its audit,
accounting and reporting obligations, monitors internal and
external auditors (including the independence of the external
auditors) and monitors business risk management and
compliance with legal and statutory obligations
Safety, Environment & Security Committee – receives detailed
reports on all safety (including occupational health and safety),
environment and security aspects of the airline and ensures that
the appropriate risk management procedures are in place to
protect the airline, its passengers, employees and the community
Chairman’s Committee (fulfils the functions of the nominations
and remuneration committees for the purposes of the ASX
Principles) – reviews Board’s performance and remuneration,
nomination of new Directors, recommends remuneration for
Chief Executive Officer, Chief Financial Officer and senior
executives and monitors succession planning
Nominations Committee – approval of Chairman and any
Alternate Directors
the Audit Committee, Safety, Environment & Security Committee
and Chairman’s Committee operate under formal Charters which
are updated regularly. A copy of the Charter for each Committee
will be available on the Corporate Governance section of the
Qantas website
independent Non-Executive Directors are a majority on and hold
the Chair of all Committees
Chairman of the Audit Committee has appropriate financial
experience
the experience/qualifications of Committee members is set out
on pages 26 and 27
membership of and attendance at 2003 Board and Committee
meetings are detailed on page 34
REMUNERATION
the Qantas remuneration policy (Qantas Executive Remuneration
Philosophy and Objectives) Policy adopted by the Board on
20 August 2003 is Attachment 1 to this Statement
remuneration of the Directors and top five executives is disclosed
on pages 35 to 38
on retirement, Qantas Directors are entitled to statutory
superannuation and certain travel benefits (see page 38)
STANDARDS
annual review of Board performance
active participation by all Directors at all meetings
open access to information
regular management presentations and visits to
interstate/offshore operations
Chief Executive Officer and Chief Financial Officer have certified
the accuracy and completeness of financial information prepared
in accordance with relevant accounting standards as provided
to the Board
Chief Executive Officer and Chief Financial Officer have certified
that a sound system of risk oversight and management controls
have been developed to identify, assess, monitor and manage
risk and to inform the Board and shareholders of any material
change in the risk profile of the Qantas Group and that they are
not aware of any material breakdowns in the operation of this
system during the year
Spirit of Australia