Qantas 2005 Annual Report Download - page 41

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SAFETY, ENVIRONMENT & SECURITY COMMITTEE
In 1994, the Board established the SESC which:
x has four Members, the Chief Executive Officer and three
Independent Non-Executive Directors;
x is chaired by Mike Codd, an Independent Non-Executive
Director;
x has a written Charter which is available on the Corporate
Governance section of the Qantas website (http://www.
qantas.com.au/info/about/corporateGovernance); and
x is responsible for monitoring:
x safety, occupational health, the protection of the
environment and operational security;
x operational risk management (other than the business risk
management issues delegated to the Audit Committee) to
ensure that the appropriate risk management procedures
are in place to protect the airline, its passengers, its
employees and the community; and
x compliance with all operational legal and regulatory
obligations (other than the business compliance
obligations monitored by the Audit Committee).
The experience and qualifications of Members of the SESC are
detailed on pages 33 and 34. Membership of and attendance at
2004/05 Committee Meetings is detailed on page 46.
CEO/CFO DECLARATION
In accordance with Recommendation 7.2 of the ASX Principles,
at the time the Chief Executive Officer and Chief Financial Officer
provide the Board with the Financial Declaration, they also state to
the Board that, in respect of the entire reporting period:
“ 1.1 the statement given in accordance with Recommendation 4.1
(the integrity of financial statements) is founded on a sound
system of risk management and internal compliance and
control which, in all material respects, implements the policies
which have been adopted by the Board of Directors either
directly or through delegation to senior executives; and
1.2 the risk management and internal compliance and control
systems are operating effectively, in all material respects,
based on the risk management statement adopted by
Qantas. This statement incorporates as its foundation the
principles included in the Australian/New Zealand Standard
on Risk Management (AS/NZS 4360:2004).
2. The statements given in accordance with Recommendation
7.2 (above) regarding the risk management and internal
compliance and control system provide a reasonable, but not
absolute level of assurance and do not imply a guarantee
against adverse events or more volatile outcomes arising in
the future.”
THE BOARD ENCOURAGES
ENHANCED PERFORMANCE
The Nominations Committee is responsible for evaluating the
Board’s performance.
A formal review of Board and Committee performance was
undertaken during the year by the Board at its May Meeting. This
involved the completion of a lengthy questionnaire concerning the
performance of the Board and each Committee and the detailed
discussion of the aggregated results by the Board.
The Chairman discusses performance with each Director during
the year.
A formal induction program is available to new Directors to ensure
they have a working knowledge of Qantas and the airline industry.
The Directors have open access to all relevant information, there
are regular management presentations and visits to interstate/
offshore operations. Directors may meet independently with
management at any time to discuss areas of interest or concern.
THE BOARD REMUNERATES FAIRLY
& RESPONSIBLY
The Qantas Executive Remuneration Philosophy and Objectives is
set out in full in the Directors’ Report (see page 51).
REMUNERATION COMMITTEE
The Board has a Remuneration Committee which:
x has four Members who are Independent Non-Executive
Directors;
x is chaired by Margaret Jackson;
x has a written Charter which is available on the Corporate
Governance section of the Qantas Website (http://www.
qantas.com.au/info/about/corporateGovernance); and
x is responsible for developing and recommending to the Board:
x remuneration policies for Non-Executive Directors;
x remuneration policies for the Chief Executive Officer
and Chief Financial Officer;
x remuneration policies for Executive Management;
x Executive option and share grants;
x human resources policies; and
x other matters referred to the Committee by the Board.
The experience and qualifications of Members of the
Remuneration Committee are detailed on pages 33 and 34.
Membership of and attendance at 2004/05 Remuneration
Committee Meetings (and previous Chairman’s Committee
Meetings) are detailed on page 46.
The remuneration of the Directors and Specified Executives is
disclosed in the Remuneration Report on page 54. All equity-based
Executive remuneration is made in accordance with plans approved
by shareholders.
On retirement, Qantas Directors are entitled to statutory
superannuation and certain travel entitlements which are
reasonable and standard practice in the aviation industry (see
page 55).
QANTAS RECOGNISES THE LEGITIMATE
INTERESTS OF STAKEHOLDERS
The Board has a formal Code of Conduct and Ethics which
is available on the Corporate Governance section of the
Qantas website, http://www.qantas.com.au/info/about/
corporateGovernance. Qantas also has formal policies relating to
its legal and other obligations to all legitimate stakeholders. These
include areas such as safety, service standards, occupational health
and safety, employment practices, staff and contractor training,
fair trading, consumer privacy and environmental protection.
Each policy includes procedures for compliance and monitoring
effectiveness.
Qantas Annual Report 2005
~2005 Corporate Governance Statement~