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36 Qantas Annual Report 2004
OVERVIEW
Corporate Governance is core to ensuring the protection and enhancement of shareholder value. The Board maintains, and ensures that
Qantas management maintains, the highest level of corporate ethics. The Board comprises a majority of independent Non-Executive
Directors who, together with the BA Directors and Executive Directors, have extensive commercial experience and bring independence,
accountability and judgment to the Board’s deliberations to ensure maximum benefit to shareholders, employees and the wider
community.
The Qantas Board endorses the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice
Recommendations (ASX Principles).
THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT & OVERSIGHT
The Board has adopted a formal Charter. A copy of the Board Charter is available on the Corporate Governance section of the Qantas
website (www.qantas.com).
The Board is responsible for:
promoting ethical and responsible decision-making;
ensuring compliance with laws, regulations, appropriate accounting standards and corporate policies (including the Code of Conduct);
setting and reviewing strategic direction and approving the annual operating budget;
overseeing the Qantas Group, including its control and accountability systems;
monitoring the operating and financial performance of the Qantas Group;
approving and monitoring major capital expenditure programs;
appointment and removal of the Chief Executive Officer and Chief Financial Officer;
monitoring the performance of the Chief Executive Officer, Chief Financial Officer and executive management;
ensuring a clear relationship between performance and executive remuneration;
monitoring risk management;
ensuring that the market and shareholders are fully informed of material developments; and
recognising the legitimate interests of stakeholders.
Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.
BOARD MEETINGS
The Board holds nine formal meetings a year. Additional meetings are held as required. A two-day meeting is held in May to review
and approve the strategy and financial plan for the next financial year.
Details of the Directors, their qualifications, skills and experience are on pages 32 to 35. Attendance at 2004 Board and Committee
meetings is detailed on page 45.
AUSTRALIAN PROVISIONS
The Qantas Constitution contains provisions required by the Qantas Sale Act to ensure the independence of the Qantas Board and
to protect the airline’s position as the Australian flag carrier:
head office must be in Australia;
two-thirds of the Directors must be Australian citizens;
Chairman must be an Australian citizen;
British Airways cannot vote in any election of independent Non-Executive Directors;
quorum for a Directors’ meeting must include a majority of non-BA Directors who are Australian citizens and at least one BA Director;
maximum 49% aggregate foreign ownership;
maximum 35% aggregate foreign airline ownership; and
maximum 25% ownership by one foreign person.
2004 Corporate Governance Statement