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46 Qantas |Annual Report 2007
2007 Corporate Governance Statement
Nominations Committee
The Nominations Committee:
has three Members who are Independent Non-Executive Directors;
is chaired by Margaret Jackson;
has a written Charter which is available on the Corporate Governance
section of the Qantas website:
(http://www.qantas.com.au/info/about/corporateGovernance); and
assists the Board in fulfilling its Corporate Governance responsibilities
in regards to:
Board appointments and performance;
Directors’ induction program;
Committee Membership;
Executive Management succession planning, appointments and
terminations; and
other matters referred to the Committee by the Board.
The experience and qualifications of Members of the Nominations
Committee are detailed on pages 40 to 43. Membership of and attendance
at 2006/07 Nominations Committee Meetings are detailed on page 54.
The Board Promotes Ethical and Responsible
Decision-Making
The Board has a formal code of conduct and ethics 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 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.
Crime and Corruption Control Policy
A Qantas Crime and Corruption Control Policy was launched in November
2006 to further strengthen the policy framework in the promotion of sound
financial, legal and ethical decision making and behaviour. The policy
adopts a “zero-tolerance” strategy in relation to crime and corruption and
draws together existing prevention, detection, resolution and reporting
initiatives adopted by Qantas.
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Protected Disclosures
The Qantas Protected Disclosures 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 Qantas 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 have declared that:
“In our opinion:
the financial records of Qantas for the year ended 30 June 2007
(Financial Period) have been properly maintained in accordance with
section 286 of the Corporations Act;
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
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 suggested by Recommendation 4.1 of the Principles, the
Chief Executive Officer and Chief Financial Officer state that:
“The Financial Report for the Financial Period presents a true and fair view,
in all material respects, of the Qantas Group’s financial condition and
operational results and is in accordance with relevant accounting
standards.”
Audit Committee
The Board has an Audit Committee which:
has three members who are Independent Non-Executive Directors;
is chaired by Garry Hounsell, an Independent Non-Executive Director
who is a Fellow of The Institute of Chartered Accountants in Australia
and a Certified Practising Accountant;
has a written Charter which is available on the Corporate Governance
section of the Qantas website:
(http://www.qantas.com.au/info/about/corporateGovernance);
includes Members who are all financially literate; and
is responsible for monitoring:
business risk management (other than the operational risk
management issues delegated to the Safety, Environment and
Security Committee (SESC));
compliance with legal and regulatory obligations (other than the
operational compliance obligations monitored by the SESC);
compliance by all employees with all policies including the
Qantas Code of Conduct and Ethics;
the integrity of Qantas’ internal control framework;
the reliability and integrity of financial information for inclusion
in the Financial Report of Qantas;
safeguarding the independence of the internal and external
auditor; and
audit, accounting, financial and tax reporting obligations.
The experience and qualifications of Members of the Audit Committee are
detailed on pages 40 to 43. Membership of and attendance at 2006/07
Audit Committee Meetings are detailed on page 54.
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