Qantas 2013 Annual Report Download - page 67

65
QANTAS ANNUAL REPORT 2013
Independence
Independent Directors are those who have the ability to exercise
their duties unfettered by any business or other relationship
and are willing to express their opinions at the Board table
free of concern about their position or the position of any third
party. The Board does not believe it is possible to draft a list of
criteria which is appropriate to characterise, in all circumstances,
whether a Non-Executive Director is independent. It is the
approach and attitude of each Non-Executive Director which is
critical and this must be considered in relation to each Director
while taking into account all other relevant factors, which may
include whether the Non-Executive Director:
»is a substantial shareholder (within the denition of section
9 of the Corporations Act) of Qantas or an ofcer of, or
otherwise associated directly with, a substantial shareholder
of Qantas
»has, within the last three years, been employed in an
executive capacity by the Qantas Group
»has, within the last three years, been a principal of a material
professional adviser or a material consultant to the Qantas
Group or an employee materially associated with the
serviceprovided
»is a material supplier or customer of the Qantas Group, or
an ofcer 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 xed 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
he or she has an interest or relationship which is likely to impact
on his or her 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
the Director’s gross income (other than Directors’ fees paid
by Qantas), and
»when the relationship is with a rm, 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, sufcient to affect
independence. Nevertheless, any Director on the board of
another entity is expected to excuse him or herself 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 at the expense of Qantas
is available to the Directors if necessary.
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 on the Corporate
Governance page of the Qantas website
»meets twice a year and otherwise as required to assist the
Board in fullling 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 qualications of Members of the
Nominations Committee are detailed on pages 50 to 53.
Membership of and attendance at 2012/2013 Nominations
Committee Meetings are detailed on page 72.