Qantas 2005 Annual Report Download - page 37

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OVERVIEW
Corporate Governance is core to ensuring the creation, 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
Executive Directors, have extensive commercial experience and
bring independence, accountability and judgment to the Board’s
deliberations to ensure maximum benefit to stakeholders, including
shareholders, customers, suppliers, employees, government
regulators and members of communities where Qantas operates.
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 (http://www.qantas.com.au/info/about/
corporateGovernance).
The Board is responsible for:
x promoting ethical and responsible decision-making;
x ensuring compliance with laws, tax obligations, regulations,
appropriate accounting standards and corporate policies
(including the Code of Conduct and Ethics);
x setting and reviewing strategic direction and approving the
annual operating budget;
x overseeing the Qantas Group, including its control and
accountability systems;
x monitoring the operating and financial performance of the
Qantas Group;
x approving and monitoring major capital expenditure programs;
x appointment and removal of the Chief Executive Officer and
Chief Financial Officer;
x monitoring the performance of the Chief Executive Officer,
Chief Financial Officer and Executive Management;
x ensuring a clear relationship between performance and
executive remuneration;
x monitoring risk management;
x ensuring that the market and shareholders are fully informed
of material developments; and
x 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 detailed on pages 33 and 34. Attendance at 2004/05 Board
and Committee Meetings is detailed on page 46.
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:
x head office must be in Australia;
x two-thirds of the Directors must be Australian citizens;
x Chairman must be an Australian citizen;
x quorum for a Directors’ Meeting must include a majority
of Directors who are Australian citizens;
x maximum 49% aggregate foreign ownership;
x maximum 35% aggregate foreign airline ownership; and
x maximum 25% ownership by one foreign person.
THE BOARD IS STRUCTURED TO ADD VALUE
Qantas has 11 Directors (see details from page 32). Nine Directors
are Independent Non-Executive Directors elected by shareholders.
The Independent Non-Executive Directors are:
Director Year of Appointment
Margaret Jackson (Chairman) 1992
Paul Anderson 2002
Michael Codd 1992
Peter Cosgrove 2005
Patricia Cross 2004
Garry Hounsell 2005
Jim Kennedy 1995
James Packer 2004
John Schubert 2000
Qantas Annual Report 2005
~2005 Corporate Governance Statement~