Qantas 2008 Annual Report Download - page 50

Review of Board Performance
The Board continually assesses its performance, and that of its
Committees, including an annual review of Board and Committee
Charters. The Chairman discusses performance with each Director
during the year. The Board also periodically engages the assistance of
external consultants to undertake formal Board performance reviews.
Such a review will take place during the coming year.
A formal induction program is available to new Directors to ensure they
have a working knowledge of Qantas and the aviation 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 Promotes Ethical
and Responsible Decision-Making
The Board has a formal code of conduct and ethics which deals with:
compliance with laws and regulations;
political contributions;
unacceptable payments;
giving or receiving gifts;
protection of Qantas assets;
proper accounting;
dealing with auditors;
unauthorised public statements;
confl ict of interest;
use of inside information; and
Qantas Employee Share Trading Policy.
A copy of the Qantas Code of Conduct & Ethics is available
on the Corporate Governance section of the Qantas website.
The Qantas Code of Conduct & Ethics contains the Qantas Employee
Share Trading Policy. The Policy sets guidelines designed to protect the
Qantas Group and Qantas Group employees from intentionally or
unintentionally breaching the law. Qantas Group employees must not
purchase or sell securities of any Qantas Group Listed Entity while in
possession of material non-public information. Further, certain
Nominated Qantas Employees are prohibited from entering into any
hedging or margin lending arrangement or otherwise granting a charge
over the securities of any Qantas Group Listed Entity, where control of
any sale process relating to those securities may be lost.
Crime and Corruption Control Policy
The Qantas Crime and Corruption Control Policy further strengthens
the policy framework for promotion of sound fi nancial, legal and ethical
decision making and behaviour. The policy adopts a “zero-tolerance”
strategy in relation to crime and corruption and draws together existing
prevention, detection, resolution and reporting initiatives adopted
by Qantas.
Protected Disclosures
The Qantas Protected Disclosures Policy encourages employees to report
concerns in relation to illegal, unethical or improper conduct in
circumstances where they may be apprehensive about raising their
concern because of fear of possible adverse repercussion. A Qantas
Protected Disclosures Committee has been established to manage
investigations and report to the Board and Audit Committee. The Policy
is available to all Qantas Group employees and is also available on the
Corporate Governance section of the Qantas website.
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Major Transaction Protocol
The Board has adopted a Major Transaction Protocol, which outlines the
process to be followed if Qantas is approached by a third party that
proposes a major transaction involving the Qantas Group. A copy of the
Major Transaction Protocol is available on the Corporate Governance
section of the Qantas website.
Other Policies
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.
The Board Safeguards the Integrity of Financial Reporting
Audit Committee
The Board has an Audit Committee which:
currently has four Members who are Independent Non-Executive
Directors;
is chaired by Garry Hounsell, an Independent Non-Executive Director
who is a Fellow of The Institute of Chartered Accountants in Australia
and a Certifi ed Practising Accountant;
has a written Charter which is available on the Corporate Governance
section of the Qantas website;
includes Members who are all fi nancially literate; and
is responsible for assisting the Board in fulfi lling its corporate
governance responsibilities in regard to:
the reliability and integrity of fi nancial information for inclusion
in Qantas’ Financial Statements;
enterprise-wide risk management (other than the risk
management issues dealt with by the Board or delegated to the
Safety, Environment & Security Committee (SESC));
compliance with legal and regulatory obligations (other than the
compliance obligations monitored by the SESC), including audit,
accounting, tax and fi nancial reporting obligations;
compliance by all employees with all policies including
the Qantas Code of Conduct & Ethics;
the integrity of the Qantas Group’s internal control
framework; and
safeguarding the independence of the internal
and external auditors.
The experience and qualifi cations of Members of the Audit Committee
are detailed on pages 42 to 45. Membership of and attendance at
2007/08 Audit Committee Meetings are detailed on page 55.
The Board and Audit Committee closely monitor the independence
of the external auditor. Regular reviews occur of the independence
safeguards put in place by the external auditor. As required by section
300(11D)(a) of the Corporations Act and clause 38 of the Audit
Committee Charter, the Audit Committee has advised the Board that
it is appropriate for the following statement to be included in the 2008
Directors’ Report under the heading “Non-Audit Services”:
“The Directors are satisfi ed that:
the non-audit services provided during the 2007/08 fi nancial year
by KPMG as the external auditor were compatible with the general
standard of independence for auditors imposed by the Corporations
Act; and
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2008 Corporate Governance Statement
48 Qantas Annual Report 2008
For personal use only