Qantas 2008 Annual Report Download - page 48

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 judgement to
the Board’s deliberations to ensure
maximum benefit to stakeholders
including shareholders, customers,
employees, suppliers, government
regulators and members of communities
where Qantas operates.
Qantas has elected to early adopt the
ASX Corporate Governance Council’s
Corporate Governance Principles and
Recommendations, 2nd Edition
(ASX Principles).
The Board Lays Solid Foundations for Management
and 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 setting and reviewing the strategic direction
of Qantas and monitoring the implementation of that strategy by
Executive Management, including:
promoting ethical and responsible decision-making;
monitoring compliance with laws, tax obligations, regulations,
appropriate accounting standards and corporate policies
(including the Qantas Code of Conduct & Ethics);
overseeing the Qantas Group, including its control
and accountability systems;
approving the annual operating budget and monitoring the
operating and fi nancial performance of the Qantas Group;
approving and monitoring the capital management strategy,
including major acquisitions and divestitures;
appointing and removing the Chief Executive Offi cer (CEO)
and Chief Financial Offi cer (CFO);
monitoring the performance of the CEO, CFO
and Executive Management;
developing Board and Executive Management
and succession planning;
ensuring a clear relationship between performance
and executive remuneration;
monitoring the Group’s system of risk management and internal
compliance and control; and
ensuring that the market and shareholders are fully informed
of material developments.
Directors receive formal letters of appointment setting out the key terms,
conditions and expectations of their appointment.
Board Meetings
The Board holds seven formal Meetings a year. Additional Meetings
are held as required. A two-day Meeting is held in June to review
and approve the strategy and fi nancial plan for the next fi nancial year.
The Board also meets with Executive Management to consider matters
of strategic importance to Qantas.
Details of the Directors, their qualifi cations, skills and experience are
detailed on pages 42 to 45. Attendance at 2007/08 Board and
Committee Meetings is detailed on page 55.
Australian Provisions
The Qantas Constitution contains the following 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 fl ag carrier:
head offi ce must be in Australia;
two-thirds of the Directors must be Australian citizens;
Chairman must be an Australian citizen;
quorum for a Directors’ Meeting must include a majority
of Directors who are Australian citizens;
maximum 49 per cent aggregate foreign ownership;
maximum 35 per cent aggregate foreign airline ownership; and
maximum 25 per cent ownership by one foreign person.
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2008 Corporate Governance Statement
46 Qantas Annual Report 2008
For personal use only