Qantas 2008 Annual Report Download - page 49

The Board is Structured to Add Value
Qantas currently has 13 Directors (see details on pages 42 to 45).
Ten Directors are Independent Non-Executive Directors elected
by shareholders. The Independent Non-Executive Directors are:
Director Year of Appointment
Leigh Clifford (Chairman) 2007
Mike Codd 1992
Peter Cosgrove 2005
Patricia Cross 2004
Richard Goodmanson 2008
Garry Hounsell 2005
Paul Rayner 2008
John Schubert 2000
James Strong 2006
Barbara Ward 2008
Independence
Independent Directors are those who have the ability to exercise their
duties unfettered by any business or other relationship and are willing
to express their opinions at the Board table free of concern about their
position or the position of any third party. The Board does not believe it
is possible to draft a list of criteria which are appropriate to characterise,
in all circumstances, whether a Non-Executive Director is independent.
It is the approach and attitude of each Non-Executive Director which is
critical and this must be considered in relation to each Director while
taking into account all other relevant factors, which may include
whether the Non-Executive Director:
is a substantial shareholder (within the defi nition of section 9 of the
Corporations Act) of Qantas, or an offi cer of, or otherwise associated
directly with, a substantial shareholder of Qantas;
has, within the last three years, been employed in an executive
capacity by the Qantas Group;
has, within the last three years, been a principal of a material
professional adviser or a material consultant to the Qantas Group
or an employee materially associated with the service provided;
is a material supplier or customer of the Qantas Group, or an offi cer of
or otherwise associated directly or indirectly with, a material supplier
or customer;
has any material contractual relationship with the Qantas Group other
than as a Director;
has served on the Board for a period which could materially interfere
with the Director’s ability to act in the best interests of the Qantas
Group (and it is neither possible nor appropriate to assign a fi xed term
to this criteria); or
is free from any interest and any business or other relationship which
could, or could reasonably be perceived to, materially interfere with
the Director’s ability to act in the best interests of Qantas.
The Board Charter requires each Director to immediately disclose
to the Board if they have any concerns about their independence.
All Independent Non-Executive Directors bring a real independent view
to the consideration of Board issues.
•
•
•
•
•
•
•
Qantas believes that the following materiality thresholds are relevant
when considering the independence of Non-Executive Directors:
for Directors:
a relationship which accounts for more than 10 per cent of their
gross income (other than Director’s fees paid by Qantas); or
when the relationship is with a fi rm, company or entity, in respect
of which the Director (or any associate) has more than a 20 per
cent shareholding if a private company or two per cent
shareholding if a listed company; and
for Qantas:
in respect of advisers or consultants – where fees paid exceed
$2 million per annum;
in respect of suppliers – where goods or services purchased by the
Qantas Group exceed $100 million per annum (other than banks,
where materiality must be determined on a case by case basis); or
in respect of customers – where goods or services supplied by the
Qantas Group exceed $100 million per annum.
Qantas, as the principal Australian airline, has commercial relationships
with most, if not all, major entities in Australia. As such, in determining
whether a Non-Executive Director is independent, simply being a non-
executive director on the board of another entity is not, in itself,
suffi cient to affect independence. Nevertheless, any Director on the
board of another entity is ordinarily expected to excuse themselves
during any meeting where that entity’s commercial relationship with
Qantas is to be directly or indirectly discussed.
Qantas currently has three Executive Directors – Geoff Dixon (CEO),
Alan Joyce (CEO Designate) and Peter Gregg (CFO). 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 AGM, shareholders approved Qantas entering into Director
Protection Deeds with each Director.
Nominations Committee
The Nominations Committee:
has three Members who are Independent Non-Executive Directors;
is chaired by Leigh Clifford;
has a written Charter which is available on the Corporate Governance
section of the Qantas website; and
assists the Board in fulfi lling its corporate governance responsibilities
in regard 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 qualifi cations of Members of the Nominations
Committee are detailed on pages 42 to 45. Membership of and
attendance at 2007/08 Nominations Committee Meetings are detailed
on page 55.
•
–
–
•
–
–
–
•
•
•
•
–
–
–
–
–
47 Qantas Annual Report 2008
2008 Corporate Governance Statement
For personal use only