Qantas 2016 Annual Report Download - page 26

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Corporate Governance Statement
For the year ended 30 June 2016
OVERVIEW
Corporate governance is core to ensuring the creation,
protection and enhancement of shareholder value. The Board
maintains, and requires that Qantas Management maintains,
the highest level of corporate ethics.
The Board comprises a majority of Independent Non-Executive
Directors who, together with the Executive Director, have
an appropriate balance of skills, knowledge, experience,
independence and diversity to enable the Board as a collective
toeffectively discharge its responsibilities.
The Board endorses the ASX Corporate Governance Principles
and Recommendations, 3rd Edition (ASX Principles).
Accordingly, Qantas has taken the opportunity to disclose
its 2016 Corporate Governance Statement in the Corporate
Governance section on the Qantas website (http://www.qantas.
com/travel/airlines/governance-structure/global/en). As
required, Qantas has also lodged the Corporate Governance
Statement with the ASX.
Following is a summary of the key aspects of the Corporate
Governance Statement.
THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
The Board has adopted a formal Charter which is available in the
Corporate Governance section on the Qantas website
(http://www.qantas.com.au/infodetail/about/
corporateGovernance/BoardCharter.pdf).
The Board is responsible for setting and reviewing the strategic
direction of Qantas and monitoring the implementation of that
strategy by Management.
The CEO is responsible for the day-to-day management of the
Qantas Group with all powers, discretions and delegations
authorised, from time to time, by the Board.
The Company Secretary is accountable directly to the Board,
through the Chairman, on all matters to do with the proper
functioning of the Board.
THE BOARD IS STRUCTURED TO ADD VALUE
The Qantas Board currently has 10 Directors. Eight Directors are
Independent Non-Executive Directors elected by shareholders
and one has been appointed by the Board to fill a casual vacancy.
The Qantas CEO, who is an Executive Director, is not regarded
asindependent.
Details of the current Directors, their qualifications, skills,
experience and tenure are set out on pages 8 to 11 of the Qantas
Annual Report 2016.
The Board has four Committees:
–Audit Committee
–Nominations Committee
–Remuneration Committee
–Safety, Health, Environment and Security Committee
Each of these committees assists the Board with specified
responsibilities that are set out in Committee Charters, as
delegated and approved by the Board.
Membership of and attendance at 2015/2016 Board
and Committee Meetings is detailed on page 26 of the
2016Annual Report.
THE BOARD PROMOTES ETHICAL AND RESPONSIBLE
DECISION-MAKING
The Board has established a corporate governance framework,
comprising Non-Negotiable Business Principles (Principles)
and Group Policies, which forms the foundation for the way in
which the Qantas Group undertakes business. The Principles
and Group Policies, including the Qantas Group Code of
Conduct and Ethics, are detailed in the Qantas Group Business
Practices document. This framework is supported by a rigorous
whistleblower program, which provides a protected disclosure
process for employees.
The Qantas Group Employee Share Trading Policy sets out
guidelines designed to protect the Qantas Group Directors 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 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.
24
QANTAS ANNUAL REPORT 2016