Qantas 2010 Annual Report Download - page 24

THE QANTAS GROUP 22
for the year ended 30 June 2010
Induction and Continuing Development of Directors
A formal induction program is available to new Directors to ensure they
have a working knowledge of Qantas (including its culture and values)
and the aviation industry.
The Directors have open access to all relevant information, including
discussions from Management and subject matter experts, and visits to
operations. Directors may meet independently with Management at any
time to discuss areas of interest or concern.
Review of Board Performance
The Board undertakes an annual review of its performance, and that
of its Committees, and periodically engages the assistance of external
consultants to facilitate formal Board performance reviews.
During 2009/2010, the Board undertook an internal performance review,
which included a series of interviews with Directors and Executive
Management and Board discussion. The Board will next undertake an
external review in 2010/2011.
In addition, the Board continually assesses its performance and the
Chairman discusses performance with each Director during the year.
THE BOARD PROMOTES ETHICAL AND RESPONSIBLE
DECISION-MAKING
The Board has a formal Code of Conduct & Ethics which deals with:
—Compliance with laws, regulations and ethical standards
—Political donations and prohibited payments
—Giving or receiving gifts and con icts of interest
—Retention of records
—Proper accounting
—Dealing with auditors
—Making public statements about the Qantas Group and use
of con dential information
—Continuous disclosure and share trading
—Whistleblower policy
—Privacy policy
The core elements of the Qantas Code of Conduct & Ethics are
summarised in the Qantas Group Business Practices Document which is
available in the Corporate Governance section on the Qantas website.
Diversity
Qantas has reported on diversity in its Sustainability Report since 2007.
The Qantas Board will formalise its oversight role in relation to current
diversity practices, in line with the proposed revisions to the ASX
Principles.
Qantas’ Share Trading Policy
The Qantas Code of Conduct & Ethics contains Qantas’ 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 (including Key Management Personnel) 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.
Whistleblower Policy
The Qantas Whistleblower 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 Whistleblower 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 summarised in the Qantas Group Business Practices
Document which is available in the Corporate Governance section on
the Qantas website.
Other Policies and Statements
Qantas also has formal policies and statements relating to its legal and
other obligations to all legitimate stakeholders. These include areas such
as safety, health, environment, security, employment practices and fair
trading. Each policy is supported by procedures for compliance and
monitoring effectiveness. A summary of Qantas’ core values and
business practices can be found in the Qantas Group Business Practices
Document which is available in the Corporate Governance section on the
Qantas website.
THE BOARD SAFEGUARDS THE INTEGRITY
OF FINANCIAL REPORTING
Audit Committee
The Board has an Audit Committee which:
—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 Certi ed Practising Accountant
—Has a written Charter which is available in the Corporate Governance
section on the Qantas website
—Includes Members who are all  nancially literate
—Is responsible for assisting the Board in ful lling its corporate
governance responsibilities in regard to:
– The integrity of the Qantas Group’s  nancial reporting
– Compliance with legal and regulatory obligations
– The effectiveness of the Qantas Group’s enterprise-wide risk
management and internal control framework
– Oversight of the independence of the external and internal auditors
The experience and quali cations of Members of the Audit Committee
are detailed on pages 10 and 11. Membership of and attendance at
2009/2010 Audit Committee Meetings are detailed on page 29.
Corporate Governance Statement continued