Qantas 2013 Annual Report Download - page 66

64
Corporate Governance Statement
FOR THE YEAR ENDED 30 JUNE 2013
OVERVIEW
Corporate governance is core to ensuring the creation,
protection and enhancement of shareholder value. The Board
maintains, and requires 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 Director, have an
appropriate balance of skills, experience and expertise. The
Board endorses the ASX Corporate Governance Council’s
Corporate Governance Principles and Recommendations
with 2010 Amendments, 2nd Edition (ASX Principles).
THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
The Board has adopted a formal Charter which is available
in the Corporate Governance section on the Qantas website.
The Board is responsible for setting and reviewing the strategic
direction of Qantas and monitoring the implementation of that
strategy by Management, including:
»promoting ethical and responsible decision-making
»monitoring compliance with all relevant laws, tax obligations,
regulations, applicable accounting standards and signicant
corporate policies (including the Qantas Group Code of
Conduct and Ethics)
»oversight of the Qantas Group, including its control and
accountability systems
»approving the annual operating budget and monitoring the
operating and nancial performance of the Qantas Group
»approving and monitoring the capital management strategy,
including major acquisitions and divestitures
»appointing and removing the Chief Executive Ofcer (CEO)
»monitoring the performance of the CEO and Executive
Management, including the Chief Financial Ofcer (CFO)
»developing Board and Executive Management and
succession planning
»ensuring a clear relationship between performance and
executive remuneration
»monitoring the Qantas Group’s system of risk management
and internal compliance and controls
»ensuring that the market and shareholders are fully informed
of material developments
The CEO is responsible for the day-to-day management of
the Qantas Group with all powers, discretions and delegations
authorised, from time to time, by the Board.
The CEO’s Executive Management team is listed on the Qantas
Board of Directors page of the Qantas website (qantas.com).
Board Meetings
The Board holds seven formal meetings a year, one of which
serves to review and approve the strategy and nancial plan
for the next nancial year. Additional meetings are held as
required. The Board also meets with Executive Management
to consider matters of strategic importance.
Details of the current Directors, their qualications, skills and
experience are set out on pages 50 to 53 and attendance
at 2012/2013 Board and Committee Meetings is detailed on
page72.
Australian Provisions
The Qantas Constitution contains the following provisions
required by the Qantas Sale Act 1992 to ensure the
independence of the Qantas Board and to protect the
airline’sposition as the Australian ag carrier:
»head ofce 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
»maximum 25 per cent ownership by one foreign person
THE BOARD IS STRUCTURED TO ADD VALUE
Qantas currently has eleven Directors (see details on
pages 50to53).
Ten Directors are Independent Non-Executive Directors, of
which, eight have been elected by shareholders and two have
been appointed by the Board to ll casual vacancies. The
Independent Non-Executive Directors and the year in which
each was appointed to the Board are set out below.
Director Year of Appointment
Leigh Clifford (Chairman) 2007
Maxine Brenner 2013
Peter Cosgrove 2005
Patricia Cross 2004
Richard Goodmanson 2008
Jacqueline Hey 2013
Garry Hounsell 2005
William Meaney 2012
Paul Rayner 2008
Barbara Ward 2008