Corporate Governance
The Qantas Board of Directors is responsible for ensuring that Qantas has an appropriate corporate governance structure to ensure the creation, protection and enhancement of shareholder value. This requires that appropriate accountability and control systems are in place.
The Board endorses each of the Australian Securities Exchange (ASX) Corporate Governance Council's Corporate Governance Principles and Recommendations, 2nd Edition (ASX Principles). In response to the ASX Principles, Qantas publicly discloses each of its corporate governance tools. This Corporate Governance section exemplifies Qantas' commitment to corporate governance.
At Qantas, the Board maintains, and ensures that Qantas management maintains, the highest level of corporate ethics. As such, the various charters, policies and codes located under this Corporate Governance section will be reviewed, and where necessary, updated, on a regular basis.
Qantas Constitution
The Qantas Constitution is Qantas' key governance document. The Board must ensure that it and Qantas complies at all times with the provisions of the Constitution.
The Qantas Sale Act requires the Constitution to contain specific provisions designed to protect Qantas' position as an Australian designated airline.
Corporate Governance Statement
The Board adopts a Corporate Governance Statement annually.
The 2009 Corporate Governance Statement was adopted by the Board in August 2009 and included in the 2009 Annual Report.
Qantas' Executive Remuneration Philosophy
Qantas' Executive Remuneration Philosophy was adopted by the Board in August 2009. It is part of the Directors' Report in the 2009 Annual Report.
The Qantas Board
The Board comprises a majority of independent Non-Executive Directors who, together with the Executive Directors, have extensive commercial experience and bring independence, accountability and judgement to the Board's deliberations to ensure maximum benefit to stakeholders including shareholders, customers, suppliers, employees, government regulators and members of the community where Qantas operates.
Board Committee Members
- Nominations Committee: Leigh Clifford (Chairman), John Schubert and Garry Hounsell.
- Remuneration Committee: James Strong (Chairman), Patricia Cross and Richard Goodmanson.
- Audit Committee: Garry Hounsell (Chairman), Patricia Cross and Paul Rayner.
- Safety, Environment and Security Committee: John Schubert (Chairman), Alan Joyce, Peter Cosgrove, Paul Rayner and Barbara Ward.
Board Committee Charters
The Board adopted its Board Charter on 1 September 2003 and it was last revised on
16 April 2008.
Committees are responsible for considering detailed issues and making recommendations to the Board. The Board has approved charters for each Committee:
- Nominations Committee Charter
- Remuneration Committee Charter
- Audit Committee Charter
- Safety, Environment and Security Committee Charter
Qantas Code of Conduct & Ethics
The Qantas Code of Conduct & Ethics governs the commercial operations of Qantas and deals with compliance in many areas. The Qantas Code of Conduct & Ethics is to be observed by all Directors, employees, consultants and any other person when they represent Qantas. Qantas is absolutely committed to compliance with ethical business practices.
The Qantas Board has adopted a Protected Disclosures Policy that has been designed to support this commitment and to adopt the Principles of the Corporations Act, the Qantas Code of Conduct & Ethics, the ASX Corporate Governance Guidelines and the Australian Standard on Whistleblower Protection Program for entities.
The Qantas Board has also adopted a Major Transaction Protocol, which outlines the process to be followed if Qantas is approached by a third party that proposes a major transaction involving the Qantas Group.
Qantas Continuous Disclosure Policy
The Qantas Continuous Disclosure Policy is a formal policy designed to ensure compliance by all Qantas employees with the relevant provisions of the Corporations Act and ASX Listing Rules.
Qantas Shareholder Communications Policy
The Qantas Shareholder Communications Policy is designed to promote effective communication with shareholders and encourage effective participation at Qantas' General Meetings.
Qantas Risk Management Policy Statement
The Risk Management Policy Statement provides a summary of the Group's Risk Management Policy. The contents of this statement satisfy the requirements of Recommendation 7.1 of the ASX Corporate Governance Council Corporate Governance Principles and Recommendations 2nd Edition. It outlines the key principles underpinning the Group's commitment to embedding risk management practices within the business to support the achievement of objectives and fulfil the Group's corporate governance obligations.
Other Information
The following Corporate Governance related material is also available through the Investors section:
- Announcements made to the Australian Stock Exchange by Qantas
- Shareholder Information
- Annual Reports
- Annual General Meeting
