Qantas 2005 Annual Report Download - page 39

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37
Qantas Annual Report 2005
~2005 Corporate Governance Statement~
THE BOARD PROMOTES ETHICAL AND
RESPONSIBLE DECISION-MAKING
The Board has a formal Code of Conduct and Ethics which
deals with:
x compliance with laws and regulations;
x political contributions;
x unacceptable payments;
x giving or receiving gifts;
x protection of Qantas assets;
x proper accounting;
x dealing with auditors;
x unauthorised public statements;
x conflict of interest;
x use of inside information; and
x Qantas Employee Share Trading Policy (Insider Trading).
A copy of the Qantas Code of Conduct and Ethics is available
on the Corporate Governance section of the Qantas website
(http://www.qantas.com.au/info/about/corporateGovernance).
The Qantas Code of Conduct and Ethics 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.
PROTECTED DISCLOSURES
The Board approved the Qantas Protected Disclosures Policy
(Policy) at its December 2004 Meeting. The Policy encourages
employees to report concerns in relation to illegal, unethical
or improper conduct in circumstances where they may be
apprehensive about raising their concern because of fear of
possible adverse repercussion. A Qantas Protected Disclosures
Committee has been established to manage investigations and
report to the Board and Audit Committee. The Policy is available to
all Qantas Group employees and is also available on the Corporate
Governance section of the website (http://www.qantas.com.au/
info/about/corporateGovernance).
THE BOARD SAFEGUARDS THE INTEGRITY
OF FINANCIAL REPORTING
As required by section 295A of the Corporations Act, the Chief
Executive Officer and Chief Financial Officer declare that:
“In our opinion:
(a) the financial records of the Qantas Group for the financial
year ended 30 June 2005 (Financial Period) have been
properly maintained in accordance with section 286 of the
Corporations Act;
(b) the financial statements and the notes referred to in section
295(3)(b) of the Corporations Act for the Financial Period
comply with the accounting standards; and
(c) the financial statements and notes for the Financial Period
give a true and fair view in accordance with section 297 of
the Corporations Act.”
In addition, as required by Recommendation 4.1 of the Principles,
the Chief Executive Officer and Chief Financial Officer state that:
“the Financial Report for the Financial Period present a true and
fair view, in all material respects, of the Qantas’ financial condition
and operational results and are in accordance with relevant
accounting standards.”
AUDIT COMMITTEE
The Board has an Audit Committee which:
x has three Members who are Independent Non-Executive
Directors;
x is chaired by Jim Kennedy, an Independent Non-Executive
Director who is a Fellow of The Institute of Chartered
Accountants in Australia;
x has a written Charter which is available on the Corporate
Governance section of the Qantas website (http://www.
qantas.com.au/info/about/corporateGovernance);
x includes Members who are all financially literate; and
x is responsible for monitoring:
x business risk management (other than the operational risk
management issues delegated to the Safety, Environment
& Security Committee (SESC));
x compliance with legal and regulatory obligations (other
than the operational compliance obligations monitored by
the SESC);
x compliance by all employees with all policies including the
Qantas Corporate Code of Conduct and Ethics;
x the establishment and maintenance of the internal control
framework;
x the reliability and integrity of financial information for
inclusion in the Qantas financial statements;
x safeguarding the independence of the external auditor;
and
x audit, accounting and financial reporting obligations.
The experience and qualifications of Members of the Audit
Committee are detailed on pages 33 and 34. Membership of
and attendance at 2004/05 Committee Meetings are detailed on
page 46.
The Board and Audit Committee closely monitor the independence
of the external auditor. Regular reviews occur of the independence
safeguards put in place by the external auditor. As required by
section 300(11D)(a) of the Corporations Act and clause 42 of
the Audit Committee Charter, the Audit Committee has advised
the Board that it is appropriate for the following statement to be
included in the 2005 Directors’ Report under the heading “Non-
Audit Services”:
“The Directors are satisfied that:
(a) the non-audit services provided during the 2004/05 financial
year by KPMG as the external auditor were compatible with
the general standard of independence for auditors imposed by
the Corporations Act; and