Qantas 2009 Annual Report Download - page 58

56 Qantas Annual Report 2009
Corporate Governance Statement continued
Safety, Environment & Security Committee
The SESC:
•hasfiveMembers–theCEOandfourIndependentNon-Executive
Directors;
•ischairedbyJohnSchubert,anIndependentNon-ExecutiveDirector;
•hasawrittenCharterwhichisavailableontheCorporateGovernance
sectionoftheQantaswebsite;and
•isresponsibleforassistingtheBoardinfulfillingitscorporategovernance
responsibilities in regard to:
−safety,health,environmentandsecuritymatters;
− enterprise-wide risk management (other than the risk management
issuesdealtwithbytheBoardordelegatedtotheAuditCommittee);
and
− compliance with legal and regulatory obligations (other than the
compliance obligations monitored by the Audit Committee).
The experience and qualifications of Members of the SESC are detailed on
pages 50 and 51. Membership of and attendance at 2008/09 SESC
Meetings are detailed on page 63.
CEO/CFO Declaration
Asrequiredbysection295AoftheCorporationsAct,theCEOandCFO
have declared that:
“In our opinion:
(a) the financial records of Qantas for the year ended 30 June 2009
(Financial Period) have been properly maintained in accordance with
section286oftheCorporationsAct;
(b) 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 other mandatory professional reporting
requirements;and
(c) 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, in accordance with Recommendation 7.3 of the ASX Principles,
theCEOandCFOalsostatetotheBoardthat,inrespectoftheentire
reporting period:
1. “The declaration given in accordance with section 295A is founded on a
sound system of risk management and internal compliance and control
and that the system is operating effectively in all material respects in
relation to financial reporting risks, based on the risk management
statement adopted by Qantas. This statement incorporates as its
foundation the principles included in the Australian/New Zealand
StandardonRiskManagement(AS/NZS4360:2004).
2. The statements given in accordance with Recommendation 7.3 (above)
regarding the risk management and internal compliance and control
system provide a reasonable, but not absolute level of assurance and do
not imply a guarantee against adverse events or more volatile outcomes
arisinginthefuture.”
Internal Audit
The Internal Audit function adopts a risk-based approach in formulating its
audit plan to align audit activities to the key risks across Qantas. The Audit
Committee reviews and approves the plan on a bi-annual basis. Audit
projects performed by Internal Audit assist the Audit Committee to
promote sound risk management and good corporate governance.
Internal Audit assesses the design and operating effectiveness of controls
for key business processes to mitigate risks identified in the Qantas risk
profile. Management is responsible for ensuring that appropriate corrective
actions are taken on the reported areas for improvement arising from audit
projects within the required time frame. The status of audit Management
actions are submitted to the Audit Committee on a quarterly basis.
The Internal Audit function is independent of the external auditor, has full
access to Management and the right to seek information and explanation.
The Audit Committee oversees the scope of the Internal Audit function
and has access to the Head of Audit without the presence of Management.
THE BOARD REMUNERATES FAIRLY AND RESPONSIBLY
TheQantasExecutiveRemunerationPhilosophyandObjectivesissetoutin
full in the Directors’ Report (from page 68).
Remuneration Committee
The Board has a Remuneration Committee which:
•hasthreememberswhoareIndependentNon-ExecutiveDirectors;
•ischairedbyJamesStrong,anindependentNon-ExecutiveDirector;
•hasawrittenCharterwhichisavailableontheCorporateGovernance
sectionoftheQantaswebsite;and
•isresponsibleforassistingtheBoardinfulfillingitscorporategovernance
responsibilities in regard to:
−remunerationpoliciesforNon-ExecutiveDirectors;
−remunerationpoliciesfortheCEO,CFOandExecutiveManagement;
−Executiveequitygrants;
−humanresourcespolicies;and
− other matters referred to the Committee by the Board.
The experience and qualifications of Members of the Remuneration
Committee are detailed on pages 50 and 51. Membership of and attendance
at 2008/09 Remuneration Committee Meetings are detailed on page 63.
The remuneration of Executive Management is disclosed to the extent
required in the Remuneration Report from page 68. All equity-based
Executive remuneration is made in accordance with plans approved
by shareholders.
Onretirement,QantasDirectorsareentitledtostatutorysuperannuation
and certain travel entitlements which are reasonable and standard practice
intheaviationindustry(seepages72and74).
Review of Executive Management Performance
At least annually, the Remuneration Committee undertakes a review of the
performance of Executive Management against their Key Performance
Indicators (KPIs). The process for evaluating the performance of Executive
Management is detailed from page 68. Executive Management’s
performance for the 2008/09 year was assessed against individual KPIs
in August 2009. The structure of Non-Executive Directors remuneration
is detailed on page 69.