Qantas 2013 Annual Report Download - page 69

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QANTAS ANNUAL REPORT 2013
The Principles and the core elements of the Qantas Group
Code of Conduct and Ethics are detailed in the Qantas Group
Business Practices Document which is available on the
Corporate Governance page of 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, certain nominated Qantas employees (including
Key Management Personnel) are required to follow ‘request
to deal’ procedures and are prohibited from dealing in
Qantas shares (with some exceptions, as contemplated in ASX
Guidance Note 27) 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 on the
Corporate Governance page of 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 on the
Corporate Governance page of the Qantas website.
THE BOARD SAFEGUARDS THE INTEGRITY OF FINANCIAL
REPORTING
Audit Committee
The Board has an Audit Committee which:
»currently has ve 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 on the Corporate
Governance page of 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 50 to 53. Membership of and
attendance at 2012/2013 Audit Committee Meetings are detailed
onpage 72.
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 2013 Directors’ Report under
theheading “Non-audit Services”:
“The Directors are satised that:
1. the non-audit services provided during the 2013/2014
nancial year by KPMG as the external auditor were
compatible with the general standard of independence
forauditors imposed by the Corporations Act; and
2. any non-audit services provided during the 2013/2014
nancial year by KPMG as the external auditor did not
compromise the independence requirements of the
Corporations Act for the following reasons:
i. 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;
ii. KPMG non-audit services have only been provided
where Qantas is satised that the related function
or process will not have a material bearing on the
auditprocedures;
iii. KPMG partners and staff involved in the provision of
non-audit services have not participated in associated
approval or authorisation processes;
iv. 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; and
v. the declaration required by section 307C of the
Corporations Act 2001 conrming independence has
been received from KPMG.”