Qantas 2015 Annual Report Download - page 24

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QANTAS ANNUAL REPORT 2015
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 half-yearly 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 is committed to ensuring that trading in its shares takes
place in an orderly and informed market, with transparent
and consistent communication with all shareholders. Qantas
has an established process to ensure that it complies with its
continuous disclosure obligations at all times, including a bi-
annual confirmation by all Executive Management that the areas
for which they are responsible have complied with the Group’s
Continuous Disclosure Policy.
Qantas proactively communicates with its shareholders via the
ASX and its web-based Newsroom, with all materials released
by the Group made available to all shareholders at the same
time. Additionally, Qantas actively conveys its publicly-disclosed
information and seeks the views of its shareholders, large and
small, in a number of forums, including at the Annual General
Meeting, the Qantas Investor Day and, as is common practice
among its major listed peers, through periodic meetings with
current and potential institutional shareholders.
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 Annual General Meeting (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 2014/2015, 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28 of the 2015 Annual Report.
Qantas Non-Executive Directors are entitled to statutory
superannuation and certain travel entitlements (accrued
during service) that are reasonable and standard practice in
the aviation industry. Non-Executive Directors do not receive
any performance-based remuneration (see page 45 of the 2015
Annual Report).