Qantas 2009 Annual Report Download - page 56

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54 Qantas Annual Report 2009
Corporate Governance Statement continued
Appointment, Induction and Re-Election of Directors
When appointing new Directors, the Board and its Nomination Committee
looks to ensure that an appropriate balance of skills, experience and
expertise is maintained. External consultants are engaged to assist with the
selection process as necessary and each Board Member has the
opportunity to meet with the nominated Director.
Directors receive formal letters of appointment setting out the key terms,
conditions and expectations of their appointment.
A formal induction program is available to new Directors to ensure they
have a working knowledge of Qantas and the aviation industry.
The Directors have open access to all relevant information, there are
regular Management presentations and visits to operations. Directors may
meet independently with Management at any time to discuss areas of
interest or concern.
Directors are re-elected in accordance with the Qantas Constitution and
the ASX Listing Rules.
Review of Board Performance
The Board undertakes an annual review of its performance, and that of its
Committees and periodically engages the assistance of external
consultants to facilitate formal Board performance reviews.
During 2008/09, the Board undertook an externally facilitated
performance review, which included written surveys and interviews. The
Board discussed the results of the review at its February 2009 Meeting.
In addition, the Board continually assesses its performance and the
Chairman discusses performance with each Director during the year.
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
•directorandemployeesharetrading.
The Qantas Code of Conduct & Ethics is available on the Corporate
Governance section of the Qantas website.
The Qantas Code of Conduct & Ethics contains Qantas’ Share Trading Policy.
The Policy sets guidelines designed to protect the Qantas Group and Qantas
Group employees from intentionally or unintentionally breaching the law.
Qantas Group employees must not purchase or sell securities of any Qantas
Group Listed Entity while in possession of material non-public information.
Further, certain Nominated Qantas Employees are prohibited from entering
into any hedging or margin lending arrangement or otherwise granting a
charge over the securities of any Qantas Group Listed Entity, where control
of any sale process relating to those securities may be lost.
Crime and Corruption Control Policy
The Qantas Crime and Corruption Control Policy further strengthens
the policy framework for 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.
Protected Disclosures Policy
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.
Major Transaction Protocol
The Board has adopted a Major Transaction Protocol, which outlines the
process to be followed if Qantas is approached by a third party that
proposes a major transaction involving the Qantas Group. A copy of the
Major Transaction Protocol is available on the Corporate Governance
section of the Qantas website.
Other Policies and Statements
Qantas also has formal policies and statements relating to its legal and
other obligations to all legitimate stakeholders. These include areas such as
safety, health, environment and security, employment practices, fair
trading and consumer privacy. Each policy is supported by procedures for
compliance and monitoring effectiveness.
THE BOARD SAFEGUARDS THE INTEGRITY
OF FINANCIAL REPORTING
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-ExecutiveDirector
who is a Fellow of The Institute of Chartered Accountants in Australia
andaCertifiedPractisingAccountant;
•hasawrittenCharterwhichisavailableontheCorporateGovernance
sectionoftheQantaswebsite;
•includesMemberswhoareallfinanciallyliterate;and
•isresponsibleforassistingtheBoardinfulfillingitscorporategovernance
responsibilities in regard to:
− the reliability and integrity of financial information for inclusion in
Qantas’FinancialStatements;
− enterprise-wide risk management (other than the risk management
issues dealt with by the Board or delegated to the Safety, Environment
&SecurityCommittee(SESC));
− compliance with legal and regulatory obligations (other than the
compliance obligations monitored by the SESC), including audit,
accounting,taxandnancialreportingobligations;
− compliance by all employees with all policies including the Qantas Code
ofConduct&Ethics;
−theintegrityoftheQantasGroup’sinternalcontrolframework;and
− safeguarding the independence of the internal and external auditors.
The experience and qualifications of Members of the Audit Committee are
detailed on pages 50 and 51. Membership of and attendance at 2008/09
Audit Committee Meetings are detailed on page 63.
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 38 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 2009 Directors’ Report under
theheading“Non-auditServices”: