Qantas 2009 Annual Report Download - page 55

53 Qantas Annual Report 2009
Corporate Governance Statement continued
THE BOARD IS STRUCTURED TO ADD VALUE
Qantas currently has 11 Directors (see details on pages 50 and 51).
Nine Directors are Independent Non-Executive Directors elected by
shareholders. The Independent Non-Executive Directors are:
Director Year of Appointment
Leigh Clifford (Chairman) 2007
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definitionofsection9ofthe
Corporations Act) of Qantas, or an officer 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officer
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fixed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 an independent view to the
consideration of Board issues.
PatriciaCross 2004
•isasubstantialshareholder(withinthedenitionofsection9ofthe
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
materiallyassociatedwiththeserviceprovided;
•isamaterialsupplierorcustomeroftheQantasGroup,oranofcerof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
xedtermtothiscriteria);or
•isfreefromanyinterestandanybusinessorotherrelationshipwhich
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 firm, 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, sufficient
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twoExecutiveDirectors–AlanJoyce(CEO)and
ColinStorrie(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
•meetsasrequiredtoassisttheBoardinfulfilling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 qualifications of Members of the Nominations Committee
are detailed on pages 50 and 51. The Nominations Committee was not
required to convene separately during 2008/09 as Board performance and
management succession matters were considered by the full Board.