Qantas 2004 Annual Report Download - page 40

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2004 Corporate Governance Statement continued
Margaret Jackson, the Qantas Chairman, is an Independent Non-Executive Director.
Two Non-Executive Directors are appointed by British Airways (a right acquired from the Australian Government in 1993 when British
Airways purchased its shareholding). These Directors are not treated as independent.
Qantas has two Executive Directors, Geoff Dixon (Chief Executive Officer) and Peter Gregg (Chief Financial Officer). These Directors
are 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 the entering of Director Protection Deeds with each Director.
Chairman’s Committee
The Board has established the Chairman’s Committee which undertakes the responsibilities of the Nominations Committee and
Remuneration Committee referred to in the ASX Principles.
The Chairman’s Committee:
has four members, three are Independent Non-Executive Directors and the fourth, as required by the Constitution, is a BA Director;
is chaired by the Chairman of the Board;
has a written Charter which is available on the Corporate Governance section of the Qantas website (www.qantas.com);
is responsible for Board Appointments and Performance (new Independent Non-Executive Directors are nominated by the Chairman’s
Committee, appointed by the other Independent Non-Executive Directors and elected by shareholders);
assesses the necessary and desirable competencies of Directors;
ensures the Directors have the appropriate mix of competencies to enable the Board to discharge its responsibilities effectively;
ensures that Directors have access to appropriate continuing education to update and enhance their skills and knowledge (including
key development in Qantas and within the airline industry);
develops Board succession plans to ensure an appropriate balance of skills, experience and expertise is maintained;
makes recommendations to the Board relating to the appointment and retirement of Directors;
reviews the time commitment required from Non-Executive Directors and whether Directors are meeting that commitment; and
reviews and makes recommendations to the Board on the operation and performance of individual Directors and the Board, with
particular attention to identifying, assessing and enhancing Director competencies.
The experience/qualifications of members of the Chairman’s Committee is set out on pages 32 to 35. Membership of and attendance
at 2004 Committee meetings are detailed on page 45.
THE BOARD PROMOTES ETHICAL AND RESPONSIBLE DECISION-MAKING
The Board has a formal Code of Conduct which deals with:
Compliance with Laws and Regulations;
Political Contributions;
Unacceptable Payments;
Giving or Receiving Gifts;
Protection of Qantas Assets;
Proper Accounting;
Dealing with Auditors;
Unauthorised Public Statements;
Conflict of Interest;
Use of Inside Information; and
Qantas Employee Share Trading Policy (Insider Trading).
A copy of the Qantas Code of Conduct is available on the Corporate Governance section of the Qantas website (www.qantas.com).
The Qantas Code of Conduct contains the Qantas Employee Share Trading Policy (Insider Trading). The Policy sets guidelines designed
to protect Qantas and Qantas Employees from intentionally or unintentionally breaching the law. Qantas Employees must not purchase
or sell Qantas securities while in possession of Material Non-Public Information.
38 Qantas Annual Report 2004