Qantas 2011 Annual Report Download - page 26

THE QANTAS GROUP 24
for the year ended 30 June 2011
Corporate Governance Statement continued
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 / the Board undertook an external performance
review, which included a series of interviews with Directors and
Executive Management and Board discussion. The Board will
undertake an internal review in /.
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 & Ethics which deals with:
— Compliance with laws, regulations and ethical standards
— Political donations and prohibited payments
— Giving or receiving gifts and conicts of interest
— Retention of records
— Accounting records
— Dealing with auditors
— Making public statements about the Qantas Group and use
of condential information
— Continuous disclosure and share trading
— Whistleblower policy
— Privacy policy
The core elements of the Qantas Code of Conduct & Ethics are
summarised in the Qantas Group Business Practices Document
which is available in the Corporate Governance section on the
Qantas website.
Qantas’ Share Trading Policy
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. In addition, nominated Qantas
Employees (including Key Management Personnel) are required to
follow “Request to Deal” procedures and are prohibited from dealing
in Qantas shares between:
—  December and  hours after the release to the ASX of Qantas’
half-year results
—  June and  hours after the release to the ASX of Qantas’
full-year results
Further, 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.
Whistleblower Policy
The Qantas Whistleblower 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 repercussions.
A Qantas Whistleblower 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 summarised
in the Qantas Group Business Practices Document which is available
in the Corporate Governance section on 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, security, employment
practices and fair trading. Each policy is supported by procedures
for compliance and monitoring effectiveness. A summary of Qantas’
core values and business practices can be found in the Qantas
Group Business Practices Document which is available in the
Corporate Governance section on the Qantas website.
THE BOARD SAFEGUARDS THE INTEGRITY OF FINANCIAL REPORTING
Audit Committee
The Board has an Audit Committee which:
— Has four Members who are Independent Non-Executive Directors
— Is chaired by Garry Hounsell, an Independent Non-Executive
Director who is a Fellow of The Institute of Chartered Accountants
in Australia and a Certied Practising Accountant
— Has a written Charter which is available in the Corporate
Governance section on the Qantas website
— Includes Members who are all nancially literate
— Is responsible for assisting the Board in fullling its corporate
governance responsibilities in relation to:
– The integrity of the Qantas Group’s nancial reporting
– Compliance with legal and regulatory obligations
– The effectiveness of the Qantas Group’s enterprise-wide
risk management and internal control framework
– Oversight of the independence of the external and
internal auditors
The experience and qualications of Members of the Audit Committee
are detailed on pages  and . Membership of and attendance
at / Audit Committee Meetings are detailed on page .
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 (D)(a) of the Corporations Act and the Audit Committee
Charter, the Audit Committee has advised the Board that it is
appropriate for the following statement to be included in the
 Directors’ Report under the heading “Non-audit Services”:
“The Directors are satised that:
a. The non-audit services provided during the / nancial
year by KPMG as the external auditor were compatible with the
general standard of independence for auditors imposed by the
Corporations Act 