Qantas 2007 Annual Report Download - page 46

Overview
Corporate Governance is core to
ensuring the creation, protection and
enhancement of shareholder value.
The Board maintains, and ensures
that Qantas management maintains,
the highest level of corporate ethics.
The Board comprises a majority
of Independent Non-Executive
Directors who, together with the
Executive Directors, have extensive
commercial experience and bring
independence, accountability and
judgment to the Board’s deliberations
to ensure maximum benefit to
stakeholders including shareholders,
customers, suppliers, employees,
government regulators and members
of communities where Qantas operates.
The Qantas Board endorses the
ASX Corporate Governance Council’s
Principles of Good Corporate
Governance and Best Practice
Recommendations (ASX Principles).
The Board Lays Solid Foundations for Management
and Oversight
The Board has adopted a formal Charter. A copy of the Board Charter is
available on the Corporate Governance section of the Qantas website
(http://www.qantas.com.au/info/about/corporateGovernance).
The Board is responsible for:
promoting ethical and responsible decision-making;
ensuring compliance with laws, tax obligations, regulations,
appropriate accounting standards and corporate policies
(including the Qantas Code of Conduct and Ethics);
setting and reviewing strategic direction and approving the annual
operating budget;
overseeing the Qantas Group, including its control
and accountability systems;
monitoring the operating and financial performance
of the Qantas Group;
approving and monitoring major capital expenditure programs;
appointment and removal of the Chief Executive Officer
and Chief Financial Officer;
monitoring the performance of the Chief Executive Officer,
Chief Financial Officer and Executive Management;
ensuring a clear relationship between performance
and executive remuneration;
monitoring risk management;
ensuring that the market and shareholders are fully informed of material
developments; and
recognising the legitimate interests of stakeholders.
Directors receive formal letters of appointment setting out the key terms,
conditions and expectations of their appointment.
Board Meetings
The Board holds nine formal Meetings a year. Additional Meetings are held
as required. A two-day Meeting is held in May to review and approve the
strategy and financial plan for the next financial year. The Board also meets
with senior management to consider matters of strategic importance
to Qantas.
Details of the Directors, their qualifications, skills and experience are
detailed on pages 40 to 43. Attendance at 2006/07 Board and Committee
Meetings is detailed on page 54.
Australian Provisions
The Qantas Constitution contains the following provisions required by the
Qantas Sale Act 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;
quorum for a Directors’ Meeting must include a majority of Directors
who are Australian citizens;
maximum 49 per cent aggregate foreign ownership;
maximum 35 per cent aggregate foreign airline ownership; and
maximum 25 per cent ownership by one foreign person.
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44 Qantas |Annual Report 2007
2007 Corporate Governance Statement