Qantas 2014 Annual Report Download - page 41

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39
QANTAS ANNUAL REPORT 2014
THE BOARD SAFEGUARDS THE INTEGRITY OF CORPORATE
FINANCIAL REPORTING
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. 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 the areas for which they are
responsible 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 BOARD RESPECTS THE RIGHTS OF SHAREHOLDERS
Qantas has a Shareholder Communications Policy which
promotes effective two-way communication with shareholders
and the wider investment community, and encourages
participation at general meetings.
Shareholders also have the option to receive communications
from, and send communications to, Qantas and its Share
Registry electronically, including email notification of significant
market announcements.
The external auditor attends the AGM and is available to answer
shareholder questions that are relevant to the audit.
THE BOARD RECOGNISES AND MANAGES RISK
Qantas is committed to embedding risk management practices
to support the achievement of business objectives and fulfil
corporate governance obligations. The Board is responsible
for reviewing and overseeing the risk management strategy for
the Qantas Group and for ensuring the Qantas Group has an
appropriate corporate governance structure. Within that overall
strategy, Management has designed and implemented a risk
management and internal control system to manage Qantas’
material business risks.
During 2013/2014, the two Board committees responsible for
oversight of risk-related matters, being the Audit Committee
and the Safety, Health, Environment and Security Committee,
undertook their annual review of the effectiveness of Qantas’
implementation of its risk management system and internal
control framework.
The internal audit function is carried out by Group Audit and
Risk and is independent of the external auditor. Group Audit and
Risk provides independent, objective assurance and consulting
services on Qantas’ system of risk management, internal control
and governance.
The Audit Committee approves the Group Audit and Risk Internal
Audit Charter, which provides Group Audit and Risk with full
access to Qantas Group functions, records, property and
personnel, and establishes independence requirements. The
Audit Committee also approves the appointment, replacement
and remuneration of the internal auditor. The internal auditor
has a direct reporting line to the Audit Committee and also
provides reporting to the Safety, Health, Environment and
Security Committee.
THE BOARD REMUNERATES FAIRLY AND RESPONSIBLY
The Qantas executive remuneration objectives and approach are
set out in full below.
Information about remuneration of Executive Management is
disclosed to the extent required, together with the process for
evaluating performance, in the Remuneration Report from page
44 of the 2014 Annual Report.
Qantas Non-Executive Directors are entitled to statutory
superannuation and certain travel entitlements (accrued during
service) which are reasonable and standard practice in the
aviation industry. Non-Executive Directors do not receive any
performance-based remuneration (see page 62 of the 2014
Annual Report).