Qantas 2011 Annual Report Download - page 24

THE QANTAS GROUP 22
for the year ended 30 June 2011
Corporate Governance Statement
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 with
 Amendments, nd Edition (ASX Principles).
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. The CEO’s Executive
Management team is listed on page .
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.
Details of the Directors, their qualications, skills and experience are
set out on pages  and . Attendance at / Board and
Committee Meetings is detailed on page .
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  per cent aggregate foreign ownership
— Maximum  per cent aggregate foreign airline ownership
— Maximum  per cent ownership by one foreign person
THE BOARD IS STRUCTURED TO ADD VALUE
Qantas currently has eleven Directors (see details on pages 
and ).
Ten Directors are Independent Non-Executive Directors elected
by shareholders. The Independent Non-Executive Directors are:
Director
Year of
Appointment
Leigh Clifford (Chairman) 
Peter Cosgrove 
Patricia Cross 
Richard Goodmanson 
Garry Hounsell 
Corinne Namblard 
Paul Rayner 
John Schubert 
James Strong 
Barbara Ward 
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.