Qantas 2008 Annual Report Download - page 51

49 Qantas Annual Report 2008
any non-audit services provided during the 2007/08 fi nancial year
by KPMG as the external auditor did not compromise the auditor
independence requirements of the Corporations Act for the
following reasons:
KPMG services have not involved partners or staff acting in a
managerial or decision making capacity within the Qantas Group
or being involved in the processing or originating of transactions;
KPMG non-audit ser vices have only been provided where Qantas
is satisfi ed that the related function or process will not have a
material bearing on the audit procedures;
KPMG partners and staff involved in the provision of non-audit
services have not participated in associated approval or
authorisation processes;
a description of all non-audit services undertaken by KPMG and
the related fees have been reported to the Board to ensure
complete transparency in relation to the services provided; and
the declaration required by section 307C of the Corporations Act
confi rming independence has been received from KPMG.”
Qantas rotates the lead audit partner every fi ve years and imposes
restrictions on the employment of ex-employees of the external auditor.
Policies are in place to restrict the type of non-audit services which can
be provided by the external auditor and there is a detailed monthly
review of non-audit fees paid to the external auditor.
At each Meeting, the Audit Committee meets privately with Executive
Management without the external auditor and with the internal and
external auditors without Executive Management.
The Board Makes Timely and Balanced Disclosure
Qantas has an established process to ensure that it is in compliance with
its ASX Listing Rule disclosure requirements. This includes a bi-monthly
confi rmation by all Executive Management that their areas have
complied with the Qantas Continuous Disclosure Policy, together with
an ongoing obligation to advise the Company Secretary of any material
non-public information arising in between confi rmations.
A copy of the Qantas Continuous Disclosure Policy is available on the
Corporate Governance section of the Qantas website. Qantas includes
commentary on its fi nancial results in its Annual Report.
The Board Respects the Rights of Shareholders
Qantas has a Shareholder Communications Policy which promotes
effective communication with shareholders and encourages
participation at general meetings. A copy of the Qantas Shareholder
Communications Policy is available on the Corporate Governance section
of the Qantas website.
Qantas makes all ASX announcements available via its website.
In addition, shareholders who are registered, receive an email when
there is a signifi cant announcement.
The 2008 Notice of AGM will be provided to all shareholders and posted
on the Qantas website, and the 2008 AGM will be available for viewing
by live webcast. For shareholders unable to attend, a Question Form will
accompany the Notice of Meeting, giving shareholders the opportunity
to forward questions and comments to Qantas or the external auditor
prior to the AGM.
Auditor at AGM
The external auditor attends the AGM and is available to answer
shareholder questions on:
the conduct of the audit;
the preparation and content of the auditor’s report;
b.
–
–
–
–
–
•
•
the accounting policies adopted by Qantas in relation to the
preparation of the Financial Report; and
the independence of the auditor in relation to the conduct of the audit.
The Board Recognises and Manages Risk
The businesses operated by Qantas are complex and involve a range of
strategic, operational, fi nancial and legal risks. Recognising this, the
Board has established a sound system of risk oversight and management
and internal control designed to identify, assess, monitor and manage
risk. The Audit Committee is primarily responsible for monitoring
fi nancial risks whilst the SESC is primarily responsible for monitoring
operational risks. Both Board Committees are responsible for monitoring
compliance with legal and regulatory obligations.
Policies have been developed that include components relating to
oversight, risk profi le, risk management and assessing the effectiveness
of risk oversight and management. Qantas is continually aligning its
system of risk management, internal compliance and control with
principles included in the Australian/New Zealand Standard on Risk
Management (AS/NZS 4360:2004) and the COSO (the Committee
of Sponsoring Organisations of the Treadway Commission) framework
for evaluating internal controls.
Safety, Environment & Security Committee
In 1994, the Board established the SESC which:
currently has fi ve Members – the CEO and four Independent
Non-Executive Directors;
is chaired by Mike Codd, an Independent Non-Executive Director.
Independent Non-Executive Director John Schubert will succeed
Mike Codd as Chairman of the SESC following his retirement in
October 2008;
has a written Charter which is available on the Corporate Governance
section of the Qantas website; and
is responsible for assisting the Board in fulfi lling its corporate
governance responsibilities in regard to:
safety, health, environment and security matters;
enterprise-wide risk management (other than the risk
management issues dealt with by the Board or delegated
to the Audit Committee); and
compliance with legal and regulatory obligations (other than
the compliance obligations monitored by the Audit Committee).
The experience and qualifi cations of Members of the SESC are detailed
on pages 42 to 45. Membership of and attendance at 2007/08 SESC
Meetings are detailed on page 55.
CEO/CFO Declaration
As required by section 295A of the Corporations Act, the CEO and CFO
have declared that:
“In our opinion:
the fi nancial records of Qantas for the year ended 30 June 2008
(Financial Period) have been properly maintained in accordance with
section 286 of the Corporations Act;
the fi nancial statements and the notes referred to in section 295(3)(b)
of the Corporations Act for the Financial Period comply with the
accounting standards and other mandatory professional reporting
requirements; and
the fi nancial statements and notes for the Financial Period give a true
and fair view in accordance with section 297 of the Corporations Act.”
•
•
•
•
•
•
–
–
–
a.
b.
c.
2008 Corporate Governance Statement
For personal use only