Qantas 2012 Annual Report Download - page 31

FOR THE YEAR ENDED 30 JUNE 2012
Corporate Governance Statement continued
— is a material supplier or customer
of the Qantas Group, or an officer
of or otherwise associated directly
or indirectly with, a material supplier
or customer
— has any material contractual relationship
with the Qantas Group other than as
a Director
— has served on the Board for a period
which could materially interfere with
the Director’s ability to act in the best
interests of the Qantas Group (and it
is neither possible nor appropriate to
assign a fixed term to this criteria), or
— is free from any interest and any
business or other relationship which
could, or could reasonably be
perceived to, materially interfere with
the Director’s ability to act in the best
interests of Qantas
Each Director is required to immediately
disclose to the Board if they have an
interest or relationship which is likely
to impact on their independence or
if a Director believes he or she may
no longer be independent.
All Independent Non-Executive Directors
bring an independent view to the
consideration of Board issues.
Qantas believes that the materiality
thresholds set out below are relevant
when considering the independence
of Non-Executive Directors.
For Directors:
— a relationship which accounts for more
than 10 per cent of their gross income
(other than Directors’ fees paid by
Qantas), and
— when the relationship is with a firm,
company or entity, in respect of which
the Director (or any associate) has
more than a 20 per cent shareholding
if a private company or two per cent
shareholding if a listed company
For Qantas:
— in respect of advisers or consultants
– where fees paid exceed $2 million
per annum
— in respect of suppliers – where goods
or services purchased by the Qantas
Group exceed 2 per cent of Qantas’
annual consolidated gross revenue
(other than banks, where materiality
must be determined on a case-by-
case basis), and
— in respect of customers – where goods
or services supplied by the Qantas
Group exceed 2 per cent of Qantas’
annual consolidated gross revenue
Qantas, as the principal Australian airline,
has commercial relationships with most, if
not all, major entities in Australia. As such,
in determining whether a Non-Executive
Director is independent, simply being a
non-executive director on the board of
another entity is not, in itself, sufficient to
affect independence. Nevertheless, any
Director on the board of another entity
is expected to excuse themselves during
any meeting where that entity’s commercial
relationship with Qantas is to be directly
or indirectly discussed.
Qantas currently has one Executive
Director, Alan Joyce, who is not treated
as independent.
Independent professional advice is
available to the Directors if necessary,
at the expense of Qantas.
At the 2000 Annual General Meeting,
shareholders approved Qantas entering
into Director Protection Deeds with
each Director.
Nominations Committee
The Nominations Committee:
— has four Members who are Independent
Non-Executive Directors
— is chaired by Leigh Clifford
— has a written Charter which is available
in the Corporate Governance section
on the Qantas website
— meets as required to assist the Board
in fulfilling its corporate governance
responsibilities in regard to:
— Board appointments, re-elections
and performance
— diversity
— Directors’ induction and
continuing development
— Committee membership
— succession of the CEO
The experience and qualifications of
Members of the Nominations Committee
are detailed on pages 12 to 15.
Membership of and attendance
at 2011/2012 Nominations Committee
Meetings are detailed on page 37.
Appointment and Re-Election of Directors
When appointing new Directors, the
Board and its Nominations Committee
look to ensure that an appropriate
balance of skills, experience, expertise
and diversity is maintained. External
consultants are engaged to assist with
the selection process as necessary and
each Board Member has the opportunity
to meet with the nominated Director.
Directors receive formal letters of
appointment setting out the key terms,
conditions and expectations of their
appointment.
Directors to be re-elected are reviewed
by the Nominations Committee. Directors
are re-elected in accordance with
the Qantas Constitution and the ASX
Listing Rules.
Diversity
Qantas takes a holistic approach to
diversity and is committed to a diverse
and inclusive workplace. A diverse
workforce supports Qantas business
objectives and delivers competitive
advantages and benefits to customers.
Diversity is promoted at Qantas through
leadership, talent and development
programs, flexible work arrangements
and recruitment and selection processes.
Qantas has established a Diversity
Statement which is available in the
Corporate Governance section on the
Qantas website.
The following diversity-related measurable
objectives, supporting gender diversity,
have been endorsed by the Nominations
Committee:
— Leadership – establish a Group
Diversity Council, to be chaired by
an Executive Committee member
— Management Representation –
Senior Executives targets of:
— 35 per cent women by 2015
— 40 per cent women by 2018
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