Qantas 2012 Annual Report Download - page 33

FOR THE YEAR ENDED 30 JUNE 2012
Corporate Governance Statement continued
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 Certified Practising Accountant
— has a written Charter which is available
in the Corporate Governance section
on the Qantas website
— includes Members who are all
financially literate
— is responsible for assisting the Board
in fulfilling its corporate governance
responsibilities in relation to:
— the integrity of the Qantas Group’s
financial 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 qualifications of
Members of the Audit Committee are
detailed on pages 12 to 15. Membership
of and attendance at 2011/2012 Audit
Committee Meetings are detailed on page 37.
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 300(11D)(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 2012
Directors’ Report under the heading
“Non-audit Services”:
“The Directors are satisfied that:
a The non-audit services provided
during the 2011/2012 financial year by
KPMG as the external auditor were
compatible with the general standard
of independence for auditors imposed
by the Corporations Act 2001
b Any non-audit services provided
during the 2011/2012 financial year
by KPMG as the external auditor did
not compromise the independence
requirements of the Corporations Act
2001 for the following reasons:
 KPMG services have not involved
partners or staff acting in a
managerial or decision-making
capacity within the Qantas Group
or being involved in the processing
or originating of transactions
 KPMG non-audit services have
only been provided where Qantas
is satisfied that the related function
or process will not have a material
bearing on the audit procedures
 KPMG partners and staff involved in
the provision of non-audit services
have not participated in associated
approval or authorisation processes
 A description of all non-audit
services undertaken by KPMG
and the related fees have been
reported to the Board to ensure
complete transparency in relation
to the services provided
 The declaration required by section
307C of the Corporations Act 2001
confirming independence has been
received from KPMG.”
Qantas rotates the lead external audit
partner every five years and imposes
restrictions on the employment of
personnel previously employed by
the external auditor.
Policies are in place to restrict the type
of non-audit services which can be
provided by the external auditor and
a detailed review of non-audit fees
paid to the external auditor is undertaken
on a quarterly basis.
At each meeting, the Audit Committee meets
privately with Executive Management
without the external auditor, and with
the internal and external auditors without
Executive Management.
THE BOARD MAKES TIMELY AND
BALANCED DISCLOSURE
Qantas has an established process to
ensure that it complies with its disclosure
obligations under the ASX Listing Rules.
This process includes a bi-annual
confirmation by all Executive Management
that their areas have complied with the
Continuous Disclosure Policy, together
with an ongoing obligation to advise
the Company Secretary of any material
non-public information arising in between
confirmations.
The Qantas Group Continuous Disclosure
Policy is summarised in the Qantas Group
Business Practices Document which is
available in the Corporate Governance
section on the Qantas website.
THE BOARD RESPECTS THE RIGHTS
OF SHAREHOLDERS
Qantas has a Shareholder
Communications Policy which promotes
effective communication with shareholders
and encourages participation at general
meetings. The Qantas Shareholder
Communications Policy is summarised
in the Qantas Group Business Practices
Document which is available in the
Corporate Governance section on
the Qantas website.
Qantas makes all ASX announcements
available on its website. In addition,
shareholders who are registered receive
email notification of announcements.
The 2012 Notice of Annual General Meeting
will be provided to all shareholders and
posted on the Qantas website, and the
2012 AGM proceedings will be available
for viewing by live and archived webcast.
For shareholders unable to attend, an
AGM Question Form will accompany the
Notice of Meeting, giving shareholders
the opportunity to forward questions
and comments to Qantas or the external
auditor prior to the AGM.
Auditor at AGM
The external auditor attends the AGM
and is available to answer shareholder
questions on:
— the conduct of the audit
— the preparation and content
of the Auditor’s Report
— the accounting policies adopted by
Qantas in relation to the preparation
of the Financial Report
— the independence of the auditor in
relation to the conduct of the audit
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