Qantas 2010 Annual Report Download - page 22

THE QANTAS GROUP 20
for the year ended 30 June 2010
Corporate Governance Statement
THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
The Board has adopted a formal Charter which is available in the
Corporate Governance section on the Qantas website.
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 all relevant laws, tax obligations,
regulations, applicable accounting standards and signi cant 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  nancial performance of the Qantas Group
—Approving and monitoring the capital management strategy, including
major acquisitions and divestitures
—Appointing and removing the Chief Executive Of cer (CEO)
—Monitoring the performance of the CEO and Executive Management,
including the Chief Financial Of cer (CFO)
—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
—Ensuring that the market and shareholders are fully informed
of material developments
The CEO is responsible for the day-to-day management of the Qantas
Group with all powers, discretions and delegations authorised, from time
to time, by the Board. Details of the CEO’s Management Team are
detailed on page 14.
Board Meetings
The Board holds seven formal Meetings a year, one of which serves to
review and approve the strategy and  nancial plan for the next  nancial
year. Additional Meetings are held as required. The Board also meets
with Executive Management to consider matters of strategic importance
to Qantas.
Details of the Directors, their quali cations, skills and experience are
available on pages 10 and 11. Attendance at 2009/2010 Board and
Committee Meetings is detailed on page 29.
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  ag carrier:
—Head of 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
—Maximum 25 per cent ownership by one foreign person
OVERVIEW
Corporate Governance is core to ensuring the creation, protection
and enhancement of shareholder value. The Board maintains,
and requires 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 Director, have an appropriate balance of skills,
experience and expertise. The Board endorses the ASX Corporate
Governance Council’s Corporate Governance Principles and
Recommendations, 2nd Edition (ASX Principles).