Qantas 2012 Annual Report Download - page 32

FOR THE YEAR ENDED 30 JUNE 2012
Corporate Governance Statement continued
The progress against the objectives
from the 2011/2012 annual review is
detailed below:
— Qantas established a Diversity Council
during 2012 which is chaired by the Chief
Executive Officer – Qantas Domestic
and has a membership of 10 Senior
Executives. The Council meets monthly
and has a strategic focus on achieving
gender diversity targets and supporting
the careers, engagement and experience
of women at Qantas
— Senior Executive target of:
Targets 2011 2012
35% women by 2015 .% .%
Qantas continues to report diversity
statistics, including the following gender
statistics, in the Sustainability Statistics
and Notes on page 146:
— the percentage of women employees
in the whole organisation
— the percentage of women in senior
executive positions
— the percentage of women on the
Board of Directors
Induction and Continuing Development
of Directors
A formal induction program is available
to new Directors to ensure they have a
working knowledge of Qantas (including
its culture and values) and the aviation
industry. Directors have open access
to all relevant information, including
discussions with Management and subject
matter experts, and visits to operations.
Directors may meet independently with
Management at any time to discuss
areas of interest or concern.
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 2011/2012 the Board undertook
an internal performance review, which
included a series of interviews with
Directors and a Board discussion.
The Board will undertake an external
review in 2012/2013.
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,
the Qantas Group Code of Conduct and
Ethics, which sets out Qantas’ expectations
in a number of areas including:
— compliance with laws, regulations
and ethical standards
— continuous disclosure
— share trading
— political donations and prohibited
payments
— compliance with competition laws
— giving or receiving gifts
— conflicts of interest
— accounting records and retention
of records
— dealing with auditors
— making public statements about
the Qantas Group
— use of confidential information
— treating people with respect
— the whistleblower process
— privacy
— equal employment opportunity
The core elements of the Qantas
Group Code of Conduct and Ethics
are summarised in the Qantas Group
Business Practices Document which
is available in the Corporate Governance
section on the Qantas website.
Qantas’ Employee Share Trading Policy
The Qantas Group Employee Share
Trading Policy sets out guidelines
designed to protect the Qantas Group
and its employees from intentionally or
unintentionally breaching the law. The
Qantas Group Employee Share Trading
Policy prohibits employees from dealing
in the 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:
— 31 December and 24 hours after
the release to the ASX of Qantas’
half-year results
— 30 June and 24 hours after the release
to the ASX of Qantas’ full-year results
Nominated Qantas Employees are also
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 Group Whistleblower Policy
encourages employees to report concerns
relating to illegal, unethical or improper
conduct in circumstances where they
may be apprehensive about raising
their concern because of fear of possible
adverse repercussions. The Qantas
Group Whistleblower Committee has been
established to manage investigations
and report to the Board and Audit
Committee. The Whistleblower 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
The Qantas Group 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.
Policies are supported by procedures for
compliance and monitoring effectiveness.
A summary of Qantas’ core business
principles, values and practices can
be found in the Qantas Group Business
Practices Document which is available
in the Corporate Governance section
on the Qantas website.
QANTAS ANNUAL REPORT 2012030