Qantas 2012 Annual Report Download - page 30

FOR THE YEAR ENDED 30 JUNE 2012
Corporate Governance Statement
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 with 2010
Amendments, 2nd 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 Management, including:
— promoting ethical and responsible
decision-making
— monitoring compliance with all relevant
laws, tax obligations, regulations,
applicable accounting standards and
significant corporate policies (including
the Qantas Group Code of Conduct
and Ethics)
— overseeing the Qantas Group,
including its control and accountability
systems
— approving the annual operating
budget and monitoring the operating
and financial performance of the
Qantas Group
— approving and monitoring the capital
management strategy, including major
acquisitions and divestitures
— appointing and removing the Chief
Executive Officer (CEO)
— monitoring the performance of the CEO
and Executive Management, including
the Chief Financial Officer (CFO)
— developing Board and Executive
Management and succession planning
— ensuring a clear relationship between
performance and executive remuneration
— monitoring the Qantas 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 in the Qantas Board section on
the Qantas website.
Board Meetings
The Board holds seven formal meetings
a year, one of which serves to review and
approve the strategy and financial plan
for the next financial 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 qualifications,
skills and experience are set out on
pages 12 to 15 and attendance at 2011/2012
Board and Committee Meetings is detailed
on page 37.
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 flag carrier:
— head office 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
THE BOARD IS STRUCTURED TO ADD VALUE
Qantas currently has twelve Directors
(see details on pages 12 to 15).
Eleven Directors are Independent Non-
Executive Directors elected by shareholders.
The Independent Non-Executive Directors
and the year in which each was appointed
to the Board are set out below.
Director
Year of
Appointment
Leigh Clifford (Chairman) 
Peter Cosgrove 
Patricia Cross 
Richard Goodmanson 
Garry Hounsell 
William Meaney 
Corinne Namblard 
Paul Rayner 
John Schubert 
James Strong 
Barbara Ward 
Independence
Independent Directors are those who
have the ability to exercise their duties
unfettered by any business or other
relationship and are willing to express
their opinions at the Board table free
of concern about their position or the
position of any third party. The Board
does not believe it is possible to draft
a list of criteria which is appropriate
to characterise, in all circumstances,
whether a Non-Executive Director is
independent. It is the approach and
attitude of each Non-Executive Director
which is critical and this must be
considered in relation to each Director
while taking into account all other
relevant factors, which may include
whether the Non-Executive Director:
— is a substantial shareholder (within the
definition of section 9 of the Corporations
Act) of Qantas or an officer of, or
otherwise associated directly with,
a substantial shareholder of Qantas
— has, within the last three years, been
employed in an executive capacity
by the Qantas Group
— has, within the last three years, been
a principal of a material professional
adviser or a material consultant to
the Qantas Group or an employee
materially associated with the
service provided
QANTAS ANNUAL REPORT 2012028