微信客服：xiaoxionga100
微信客服：ITCS521
ENDED 30 JUNE-无代写
时间：2024-07-19
Q A N T A S C O R P O R A T E G O V E R N A N C E S T A T E M E N T 2 0 2 2
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
OVERVIEW
The Board is responsible for the overall corporate governance
of Qantas Airways Limited (Qantas) and its controlled entities
(Qantas Group or Group). This includes adopting appropriate
policies and procedures designed to ensure the Qantas Group
is properly managed, to protect and enhance the interests of
its shareholders and all other stakeholder groups.
Corporate governance is core to ensuring the creation,
protection and enhancement of shareholder value. The Board
maintains, and requires that Qantas Group Management
maintains, the highest level of ethics at all times.
The Board monitors the operational and financial position
and performance of the Qantas Group and agrees its
business strategy, including approving the strategic goals
of the Group and considering and approving a business plan
and annual budget. The Board is committed to maximising
performance, generating appropriate levels of shareholder
value and financial return, and sustaining the growth and
success of the Qantas Group.
The Board comprises a majority of Independent Non-Executive
Directors who, together with the Chief Executive Officer
(CEO) as Managing Director, have an appropriate balance of
skills, knowledge, experience, independence and diversity.
The Board has endorsed and continued to apply the ASX
Corporate Governance Principles and Recommendations
(ASX Principles) 4th Edition throughout 2021/22, and at the
date of this Statement.
1
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
The Board has adopted a formal Charter which is available in the Our Governance section of the Qantas website at
https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/board-charter.pdf.
Board Roles and Responsibilities
AREA RESPONSIBILITIES
Strategy
and objectives
Agreeing and reviewing the strategic direction and objectives of the Qantas Group and monitoring the
implementation of that strategy by Management.
Approving and monitoring the progress of major capital expenditure, including major acquisitions and
divestitures.
Input into and final approval of the annual operating budget (including the capital management budget).
People
Approving the Qantas Group’s purpose and statement of values, including the Non-Negotiable Business
Principles, and the Qantas Group Code of Conduct and Ethics that encourage and promote a culture of
ethical and responsible decision-making, compliance with legal responsibilities, and transparency through
effective and timely reporting. The Code of Conduct and Ethics is available on the Qantas website at
https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-code-of-
conduct.pdf.
Appointing and removing the Chief Executive Officer (CEO).
Appointing and removing the Company Secretary.
Board and Executive Management development and succession planning.
Monitoring Executive Management’s performance and implementation of strategy and policies,
including assessing whether appropriate resources are available.
Approving the remuneration and incentive framework for Executive Management and Senior Executives and
ensuring a clear relationship between performance and Executive remuneration.
Satisfying itself that the remuneration framework is aligned with the Qantas Group’s purpose, behaviours,
values, strategic objectives and risk appetite.
Risk
Satisfying itself that an appropriate risk management framework exists, in relation to financial and
non-financial risks, to review, monitor and manage risk, including through internal compliance controls,
codes of conduct, continuous disclosure, legal compliance and other significant corporate policies.
Setting the risk appetite within which Management is expected to operate and, at least annually, reviewing the
effectiveness of Qantas’ implementation of its risk management system and internal control framework.
Reviewing and overseeing the risk management strategy for the Qantas Group, including that the Group is
operating with due regard to the risk appetite set by the Board.
Governance
Monitoring compliance with all relevant laws, tax obligations, regulations, applicable accounting standards and
significant corporate policies, including the Qantas Group Code of Conduct and Ethics, which is available on the
Qantas website at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/
qantas-code-of-conduct.pdf.
Ensuring the Qantas Group has an appropriate corporate governance structure.
Overseeing the integrity of the accounting and corporate financial reporting systems, including appointment,
reappointment or replacement of the external auditor, as well as closely monitoring the independence of the
external auditor.
Ensuring that the market and shareholders are fully informed of material developments.
Approving and monitoring financial and other reporting to the market and shareholders.
Appointing and evaluating the performance of the CEO.
2
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Board Committee Roles and Responsibilities
COMMITTEE RESPONSIBILITIES
Nominations
Committee
Assists the Board in fulfilling its corporate governance responsibilities with regard to:
– Board appointments, re-elections and performance.
– Inclusion and diversity objectives.
– Directors’ inductions, performance and continuing development.
– Committee Membership; and
– succession of the CEO.
In consultation with Management, the Nominations Committee annually reviews and endorses the Group’s
inclusion and diversity objectives and progress against those objectives.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
nominations-committee-charter.pdf
Remuneration
Committee
Assists the Board in fulfilling its corporate governance responsibilities with regard to remuneration
matters, including:
– the remuneration framework for Non-Executive Directors, within the pool of Directors’ fees approved
by shareholders;
– the remuneration and incentive framework, including any proposed equity incentive awards for the CEO,
Executive Management and other Senior Executives;
– recommendations and decisions (as relevant) on remuneration and all incentive awards for the CEO and
Executive Management; and
– reviewing the overarching remuneration framework to understand whether it reflects Qantas’ values.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
remuneration-committee-charter.pdf
Audit
Committee
Assists the Board in fulfilling its corporate governance responsibilities with regard to financial reporting,
audit and risk management, including:
– the integrity of the Qantas Group’s financial reporting;
– compliance with legal and regulatory obligations;
– the effectiveness of the Qantas Group’s enterprise-wide risk management and internal control
framework; and
– oversight of the independence of the external and internal auditors.
The Audit Committee undertakes both the functions of an audit committee and the elements of a risk
committee (other than those undertaken by the Safety, Health, Environment and Security Committee)
as set out in the ASX Principles.
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 approves the appointment, replacement and remuneration of the internal auditor.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
audit-committee-charter.pdf
3
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
COMMITTEE RESPONSIBILITIES
Safety, Health,
Environment and
Security Committee
(CHESS)
The Safety, Health, Environment and Security Committee (CHESS) undertakes the functions of a risk
committee (other than those undertaken by the Audit Committee) as set out in the ASX Principles, namely the
operational risk of the Qantas Group comprising safety, health, environment, security and business resilience
matters.
To protect Qantas’ reputation as one of the world’s safest and most secure airlines, and to manage the safety,
health, environment and security performance of the Qantas Group, CHESS assists the Board in fulfilling its
strategy, policy, systems oversight, monitoring and corporate governance responsibilities in regard to safety,
health, environment, security and business resilience matters, including:
– oversight and monitoring of the Group Management System Standard (GMS);
– compliance with related legal and regulatory obligations; and
– the adequacy and effectiveness of the Qantas Group’s enterprise-wide risk management framework for
operational risk.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
chess-charter.pdf
CEO and Key Management Roles and Responsibilities
https://www.qantas.com/au/en/qantas-group/acting-responsibly/our-leadership.html
ROLE RESPONSIBILITIES
Chief Executive
Officer (CEO)
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.
Responsible for annually assessing and reporting to the Board on the performance of the Senior Executives
who report to the CEO, against agreed performance criteria.
Group Management
Committee (GMC)
Responsible for operating within the risk appetite set by the Board.
Providing the Board with accurate, timely and clear information to enable the Board to perform
its responsibilities.
Company Secretary
Accountable directly to the Board, through the Chairman, the Company Secretary is responsible for all matters
to do with the proper functioning of the Board.
Internal Auditor
The Internal Auditor has a direct reporting line to the Audit Committee and also provides reporting to CHESS.
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 the Group’s
system of risk management, internal control, and governance, through:
– maintaining and improving the risk management framework, as approved by the Audit Committee;
– biannual risk reporting to the Audit Committee and CHESS; and
– performing audits and other advisory services to assure risk management throughout the Qantas Group.
Board Committee Roles and Responsibilities (continued)
4
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Board and Management Framework
STRATEGY PEOPLE RISK GOVERNANCE
Board
Nominations Committee
Remuneration Committee
Audit Committee
CHESS
Management
Board Meetings
The Board holds several formally scheduled meetings a year; one
serves to review and endorse the strategy and financial plan for
the next financial year. Additional meetings and Board conference
calls are held as required, and the Board also meets with Executive
Management to consider matters of strategic importance.
Attendance at 2021/22 Board and Committee Meetings is
contained in the Qantas Annual Report 2022.
Australian Provisions
The Constitution of Qantas Airways Limited (Qantas Constitution)
contains the following provisions required by the Qantas Sale Act
1992 to protect the airline’s position as the Australian flag carrier:
– head office must be in Australia;
– two-thirds of the Directors must be Australian citizens;
– Chairman must be an Australian citizen;
– quorum for a Directors’ Meeting must include a majority of
Directors who are Australian citizens; and
– maximum 49 per cent aggregate foreign ownership.
The Qantas Constitution is available on the Qantas website at:
https://www.qantas.com/content/dam/qantas/pdfs/about-us/
corporate-governance/qantas-constitution.pdf.
5
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
Board and Committee Composition
Biographical details of the current Directors are contained in the Qantas Annual Report 2022. The Board considers that the current Directors
have an appropriate mix of skills to enable the Board as a collective to discharge its duties and responsibilities effectively.
6
MAXINE BRENNER
Independent Non-Executive Director
Appointed 2013
MICHAEL L’ESTRANGE
Independent Non-Executive Director
Appointed 2016
JACQUELINE HEY
Independent Non-Executive Director
Appointed 2013
TODD SAMPSON
Independent Non-Executive Director
Appointed 2015
BELINDA HUTCHINSON
Independent Non-Executive Director
Appointed 2018
ANTONY TYLER
Independent Non-Executive Director
Appointed 2018
NOMINATIONS
COMMITTEE
Richard Goyder (Chair)
Jacqueline Hey
Belinda Hutchinson
Tony Tyler
REMUNERATION
COMMITTEE
Jacqueline Hey (Chair)
Maxine Brenner
Michael L'Estrange
Todd Sampson
AUDIT
COMMITTEE
Belinda Hutchinson (Chair)
Maxine Brenner
Jacqueline Hey
Todd Sampson
SAFETY, HEALTH,
ENVIRONMENT & SECURITY
COMMITTEE
Tony Tyler (Chair)
Alan Joyce
Belinda Hutchinson
Michael L'Estrange
RICHARD GOYDER
Chairman and Independent Non-Executive Director
Appointed 2017
ALAN JOYCE
Chief Executive Officer and Managing Director
Appointed 2008
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
SKILL/EXPERIENCE DIRECTORS
Finance expert
Aviation industry
FMCG / Marketing
Engineer / Scientist
Current or former CEO
(or equivalent) of listed company
Current or former CEO
(or equivalent) of non-listed company
International experience
Security
Technology
Large capital projects
Mergers and acquisitions
Government experience
Environmental, Social
and Governance
Number of Directors deemed to have deep expertise and/or significant experience.
Director Skills and ExperienceDirector Appointment and Re-election
When appointing new Directors, the Board and its Nominations
Committee look to ensure that an appropriate balance of skills,
knowledge, experience, independence and diversity is maintained.
Appropriate background checks are conducted prior to appointing
any new Director, or putting a person forward for election as a
Director, and external consultants are engaged to assist with the
selection process, as necessary. In addition, each Board Member
has the opportunity to meet with the nominated Director.
Directors receive formal letters of appointment setting out the key
terms, conditions and expectations of their appointment, including
a requirement to inform the Chairman prior to accepting a new
appointment to any entity’s board or any other position with a
significant time commitment attached.
Directors submitting themselves for re-election at a general
meeting are reviewed by the Nominations Committee. Directors are
re-elected in accordance with the Qantas Constitution and the ASX
Listing Rules. Qantas discloses all material information relevant
to a decision on whether or not to elect or re-elect a Director in the
Qantas Notice of Meeting for the Annual General Meeting (AGM).
7
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Independence of Directors
Independent Non-Executive Directors are free from any business
or other relationship that could, or could be perceived to, materially
interfere with their independent judgement and are willing to
express their opinions openly at the Board table. The Board does
not consider it possible to list comprehensively the criteria for
independence. The approach and attitude of each Non-Executive
Director is critical, in addition to other relevant factors which may
include whether a Non-Executive Director:
– is a substantial shareholder of Qantas or an officer of, or
otherwise associated directly with, a substantial shareholder
of Qantas;
– has, within the last three years, been employed in an Executive
capacity by the Qantas Group;
– has, within the last three years, been a principal of a material
professional advisor or a material consultant to the Qantas Group,
or an employee materially associated with the service provided;
– is a material supplier or customer of the Qantas Group, or an
officer of, or otherwise associated directly or indirectly with, a
material supplier or customer;
– has any material contractual relationship with the Qantas Group
other than as a Director;
– has served on the Board for a period which could materially
interfere with the Director’s ability to act in the best interests of
the Qantas Group (and it is neither possible nor appropriate to
assign a fixed term to this criteria);
– is free from any interest, position, association or other
relationship which could, or could be reasonably perceived to,
materially interfere with the Director’s ability to act in the best
interests of Qantas; or
– receives performance-based remuneration (including options
or performance rights) from, or participates in, an employee
incentive scheme.
Each Director is required to disclose to the Board, on an immediate
and ongoing basis, if he or she has an interest or relationship which
is likely to impact materially on his or her independence or if a
Director believes he or she may no longer be independent.
Qantas believes that the materiality thresholds set out below are
relevant to assessing the independence of Non-Executive Directors:
– a relationship which accounts for more than 10 per cent of
the Director’s gross income (other than Directors’ fees paid
by Qantas); and
– when the relationship is with a firm, company or entity,
in respect of which the Director (or any associate) has more
than a 20 per cent shareholding in a private company or a
2 per cent shareholding in a listed company.
The following materiality thresholds are also considered relevant:
– in respect of advisors or consultants — if fees paid exceed
$2 million per annum;
– in respect of suppliers — if goods or services purchased
by the Qantas Group exceed 2 per cent of Qantas’ annual
consolidated gross revenue (other than banks, where materiality
must be determined on a case-by-case basis); and
– in respect of customers — if goods or services supplied
by the Qantas Group exceed 2 per cent of Qantas’ annual
consolidated gross revenue.
Close family ties and cross-directorships may also be
relevant in considering interests and relationships which may
compromise independence.
Qantas has commercial relationships with most major entities in
Australia. Any Director on the board of another entity is expected
to excuse themselves during any meeting when that entity’s
commercial relationship with Qantas is to be discussed.
Qantas currently has one Managing Director, Alan Joyce, who is
not considered to be independent.
Independent legal, financial or other professional advice at the
expense of Qantas is available to the Directors, if necessary,
in relation to any issues of Director independence.
At the 2000 AGM, shareholders approved Qantas entering into
Director Protection Deeds with each Director.
8
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Continuous Improvement, Development and Performance
Board and Committees
The Board recognises the importance of continuously monitoring and assessing its performance and
undertakes a structured annual review of its performance and that of its Committees. The Board also
periodically engages the assistance of external consultants to facilitate formal Board and Committee
performance reviews.
During 2021/22, the Board engaged an external service provider to facilitate the review of Board,
Committee and Director performance, whereby each Director completed a detailed written performance
evaluation and participated in an interview with the external party. Qantas Management also participated
in the externally facilitated review. The outcomes of those evaluations were presented by the external
party and the relevant Chair to the Board or Committee as a group.
Directors
A formal induction program is provided to new Directors to ensure they have a working knowledge of the
Qantas Group (including its structure, operations and risk profile — as well as its behaviours and values)
and of the aviation industry.
Directors have open access to all relevant information, including discussions with Management and
subject matter experts, and site visits to observe operations. Directors may meet independently with
Management at any time to discuss areas of interest or concern.
Existing Directors are also encouraged to undertake ongoing professional development to maintain the
skills and knowledge needed to perform their role as Directors effectively.
Management
Senior Executives of the Qantas Group are appointed on the basis of their skills, experience, knowledge
and diversity. Appropriate background checks are conducted prior to any appointment with the Group.
In 2021/22, the performance of the CEO was reviewed by the Board, with the outcomes of the review
reported to the Board. Performance of Senior Management was reviewed by the CEO, with the outcomes
of these reviews reported to the Remuneration Committee.
9
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
INCLUSION AND DIVERSITY
The Qantas Group Inclusion and Diversity Strategic Framework 2021–2024 is focused on supporting the Group’s three-year recovery plan.
Gender balance and our commitment for Reconciliation continue to be key strategic priorities, with several previously paused commitments
recommencing aligned to our ongoing operational recovery.
Strategy
and objectives
Drive better business outcomes and an improved employee experience through shared accountability for
inclusion and diversity.
1. Diversity in our organisation and ways of working;
2. an inclusive people experience; and
3. external leadership.
Further information: https://www.qantas.com/au/en/qantas-group/acting-responsibly/our-people.html
Governance
The Inclusion and Diversity Policy outlines roles and responsibilities for implementation.
This can be found at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/
qantas-inclusion-diversity-policy.pdf.
The Nominations Committee, in consultation with the GMC, is responsible for setting and reviewing the Group’s
inclusion and diversity annual objectives and initiatives.
Targets
The Group’s three-year measurable objective for gender balance, set by the Nominations Committee, is women
in 42 per cent of senior management roles1 by 30 June 2024.
Compliance
The Group complied with the Australian Workplace Gender Equality Act 2012 by submitting annual compliance
reports for 20222.
1 Senior management is defined as Group Executive, Executive Manager, Heads of, and Senior Manager levels (known as Job Grade 4 and above, or JG4+)
and includes majority owned entities of Qantas airways Limited, excluding Qantas Superannuation.
2 Includes Australian-based employees only.
10
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
26%
28%
30%
32%
34%
36%
38%
40%
42%
June
2022
June
2023
June
2024
June
2021
June
2020
June
2019
June
2018
June
2017
June
2016
June
2015
June
2014
June
2013
June
2012
June
2011
June
2010
Female Representation
in Senior Management
28.0%
29.9%
31.5% 31.3%
32.0%
31.6%
34.0%
35.0%
35.3%
35.9%
37.0%
38.1%
37.4%
2024 Target Point
Representation of Women in Senior Management (JG4+) Jun 2019-2022 with 2024 External Target 42%
Group Gender Representation
2022 2021 2020 2019 2018 2017 2016
Percentage of women employees
in the whole organisation
44.8% 43.6% 42.5% 42.0% 42.3% 42.6% 41.7%
Percentage of female
graduates recruited
N/A1 N/A1 47.5% 34.4% 51.9% 52.4% 61.0%
Percentage of women in senior
management positions
37.4% 38.1% 37.0% 35.9% 35.3% 35.0% 34.0%
Percentage of women on the Board 37.5% 40.0% 40.0% 36.4% 36.4% 30.0% 30.0%
Note: includes majority owned entities of Qantas Airways Limited, excluding Qantas Superannuation.
1 No graduate intake in 2021. Graduate intake for 2022 scheduled for October 2022.
11
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBILITY
The Board has established a corporate governance framework, comprised of 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 are detailed in the Qantas Group Business Practices Document, which is available in the Our Governance
section of the Qantas website at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-business-
practices-document.pdf.
Qantas Group
Code of Conduct
and Ethics
The Qantas Group Code of Conduct and Ethics (Code) governs conduct for Directors, employees, contractors
and agents of the Qantas Group and any person or organisation that acts for it. The Board and Audit Committee
are informed of any material breaches of the Code.
The Code sets out the minimum requirements and responsibilities in a number of areas, including:
– compliance with laws, regulations and ethical standards;
– government engagement and political donations;
– Anti-bribery and Corruption Policy;
– giving or receiving gifts, entertainment and hospitality;
– conflicts of interest;
– accounting records, retention and storage of data, and use of confidential information;
– dealing with auditors and investigators;
– making public statements about the Qantas Group;
– continuous disclosure;
– employee share trading;
– competition and consumer law compliance;
– Qantas’ Whistleblower Policy;
– privacy;
– inclusion and diversity;
– human rights; and
– equal employment opportunity.
The Qantas Group Code of Conduct and Ethics is available in the Our Governance section of the Qantas website
at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-code-of-
conduct.pdf.
Employee Share
Trading Policy
Contained in the Qantas Group Code of Conduct and Ethics, this Policy sets out guidelines designed to protect
the Qantas Group and its employees from intentionally or unintentionally breaching the law.
The Policy prohibits employees from dealing in the securities of any Qantas Group entity while in possession
of material non-public information. In addition, certain nominated Qantas Group employees (including Key
Management Personnel) are required to follow specified procedures and are prohibited from dealing in Qantas
shares (with some exceptions, as mentioned in ASX Guidance Note 27) between:
– 31 December and 24 hours after the release to the ASX of Qantas’ half year results; and
– 30 June and 24 hours after the release to the ASX of Qantas’ full year results.
Nominated Qantas Group 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.
Anti-bribery and
Corruption Policy
Also contained in the Qantas Group Code of Conduct and Ethics, this Policy sets out that our people and every
person representing the Qantas Group must, regardless of their position or location, comply with all applicable
anti-bribery laws.
All material breaches of the Code (including this Policy) are reported to the Board and Audit Committee.
12
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Whistleblower Policy
The Qantas Group encourages all Disclosing Persons (as defined in the Policy) to raise matters that are of
legitimate concern, including in relation to a potential breach of any legal or regulatory requirement, or a
Qantas Group Policy.
Qantas has a well-established Whistleblower Committee that reports to the Audit Committee on Qantas’
Whistleblower Program. The Whistleblower Committee oversees investigations and ensures that the Board and
Audit Committee are appropriately informed of any material incidents reported under the Policy.
The Whistleblower Policy applies to all current and former Qantas Group employees, as well as a range of other
stakeholders, and is available in the Our Governance section of the Qantas website at https://www.qantas.
com/content/dam/qantas/pdfs/about-us/corporate-governance/whistleblower-policy.pdf.
Other policies
The Qantas Group has formal policies and statements relating to its legal and other obligations.
These include areas such as safety and health, environment, security, cyber, finance, privacy, risk
management, employment practices, modern slavery and human trafficking, and fair trading.
Policies are supported by procedures for compliance and monitoring effectiveness.
A summary of our core business principles, behaviours, values and practices can be found in the Qantas
Group Business Practices Document, which is available in the Our Governance section of the Qantas website
at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-business-
practices-document.pdf.
Our Behaviours
Our Behaviours are how we do things every day; they are built on what makes us unique and sets us apart and provide common language to
guide expectations of ourselves and others.
OUR
BEHAVIOURS
OUR PURPOSE WE TAKE THE SPIRIT OF AUSTRALIA FURTHER
RESPONSIBLE RESPECTFUL RESILIENT EXCELLENCE
Always care and be
responsible
Striving for excellence
in all we do
A positive attitude to
everyday challenge
Working together; being
respectful and inclusive
13
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
Verification of Corporate Reporting
Qantas’ half-year and annual financial reports are each respectively
audited by Qantas’ independent external auditor, KPMG. Prior to
Board approval of both financial reports, the Board receives the
following from KPMG:
– An independence declaration confirming that there were no
contraventions of the auditor independence requirements as
set out in the Corporations Act 2001 (Cth) (Corporations Act),
and that there were no contraventions of any applicable code of
professional conduct in relation to the review; and
– the independent external auditor's review report to the
shareholders of Qantas.
In addition to being externally audited, Qantas’ half-year and annual
financial reports are also subject to the internal verification process
referred to further below for Other Periodic Corporate Reports.
CEO and CFO Declaration
Prior to Board approval of Qantas’ half-year and annual financial
reports, the CEO and CFO provide the Board with the declarations
required under section 295A of the Corporations Act and
Recommendation 4.2 of the ASX Principles.
For the financial year ended 30 June 2022, the CEO and CFO
made a declaration in accordance with section 295A of the
Corporations Act. The declaration was formed on the basis of a
sound system of risk management and internal control which is
operating effectively. An equivalent declaration was made for the
half year ended 31 December 2021.
Other Periodic Corporate Reports
Qantas is committed to providing transparent, concise and effective
disclosure in all its corporate reporting, which includes verifying
the integrity of all periodic corporate reports released to the market
that are not audited or reviewed by its external auditor.
The verification process undertaken involves internal review and
approval by Senior Executives and the Board prior to release to
the ASX. Reports are prepared by, or under the supervision of,
subject matter experts, and material disclosures are allocated
to designated areas of the business to substantiate by reference
to company source documents or, if no source documents are
available, by persons with the knowledge and expertise to confirm
the accuracy and completeness of the disclosures. Once the reports
have gone through an appropriate, layered Management review and
sign-off process, they are subject to final review and approval by
Senior Executives, the relevant Board Committee, or the Board as
a whole, as appropriate.
Independence of External Auditor
Qantas rotates its lead audit partner every five years and imposes
restrictions on the employment of personnel previously employed
by the external auditor. Qantas rotated its lead external audit
partner during 2021/22. The next rotation of audit signing partner
for KPMG will take place following the finalisation of the audit
for the 2025/26 financial year. Notwithstanding there are no
service, quality or independence issues with the current auditor,
in consideration of best practice, the Qantas Group has decided to
undertake a competitive external audit tender process during the
2024/25 financial year for appointment in relation to the 2026/27
financial year.
The Board and Audit Committee conduct regular reviews of the
independence safeguards put in place by the external auditor.
Policies and procedures 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 external auditor attends each AGM.
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 2022 Directors’ Report under the heading 'Non-
Audit Services':
'The Directors are satisfied that:
1. the non-audit services provided during 2021/22 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 2021/22 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 satisfied 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, confirming independence has been received
from KPMG.'
14
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
MAKE TIMELY AND BALANCED DISCLOSURES
Qantas proactively communicates with its shareholders via the
ASX and its web-based Newsroom. The Board receives copies
of all material market announcements for review and approval
of release to the market, as well as a final copy promptly after
they have been released. 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 AGM, Qantas Investor Days and, as is common practice among
its major listed peers, through periodic meetings with current and
potential institutional shareholders.
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 biannual confirmation
by all Executive Management that the areas for which they are
responsible have complied with the Qantas Group Continuous
Disclosure Policy, contained in the Qantas Group Code of Conduct
and Ethics, which is available in the Our Governance section of
the Qantas website at https://www.qantas.com/content/dam/
qantas/pdfs/about-us/corporate-governance/qantas-code-of-
conduct.pdf.
RESPECT THE RIGHTS OF SECURITY HOLDERS
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. The Policy is available in the Our Reporting Approach
section of the Qantas website at https://www.qantas.com/
images/qantas/pdfs/about-us/corporate-governance/qantas-
shareholder-communications-policy.pdf.
Information about the Qantas Group, our governance and all
company announcements lodged by Qantas with the ASX are
available on the Qantas Investor website. This includes the Annual
Report, notices of meeting and payment statements. In addition,
materials presented at significant investor and analyst briefings
are made available on the Qantas Investor website and are lodged
with the ASX ahead of the presentation, where required. The Qantas
Investor website is at https://investor.qantas.com.
Qantas is focused on reducing our carbon footprint while providing
timely corporate updates and disclosures. Recent legislative
changes to the Corporations Act mean there are new options for
how Qantas shareholders receive communications. Qantas will
no longer send physical meeting documents unless a shareholder
requests a copy to be mailed. For more information, see the Qantas
Investor website at https://investor.qantas.com.
Electronic communication has the added advantage of being
timelier and more cost-effective, and is available for items such
as meeting documents, dividend statements and annual reports.
Shareholders should contact Link Market Services if they want to
elect to receive electronic communications.
The 2022 Qantas Notice of Meeting for the AGM is available on the
Qantas Investor website at https://investor.qantas.com.
The 2022 AGM proceedings will be presented in a hybrid format —
offering both in-person and online attendance and voting, as well as
a live and archived webcast. For shareholders unable to attend, an
AGM Voting and Question Form will accompany the Qantas Notice of
Meeting 2022, giving shareholders the opportunity to lodge a direct
or proxy vote and submit questions and comments to Qantas or the
external auditor prior to the AGM. All resolutions considered at the
AGM are decided by a poll.
Qantas’ contact details are available on the Qantas Investor website
at https://investor.qantas.com and shareholders can email Qantas
from this page or contact its share registry, Link Market Services
Limited, at registry@qantas.com.
15
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
RECOGNISE AND MANAGE RISK
Qantas is committed to embedding risk management practices
to support the achievement of business objectives and fulfil
corporate governance obligations. Within the Board-approved
risk management strategy, Management has designed and
implemented a risk management and internal control system to
manage Qantas’ material business risks.
Qantas is a complex business and is exposed to a range of strategic,
financial, operational, socially responsible and sustainability-
related risks that are inherent in operating in the aviation industry.
Risks that could affect results and performance include:
– general economic and business conditions post-COVID 19
in Australia and overseas, including geopolitical tensions,
creating considerable uncertainty and volatility surrounding
macroeconomic factors;
– fluctuations in the price of aviation fuel and foreign
exchange rates;
– increased competition due to the expansion of existing airlines,
the consolidation of existing airlines and/or the creation of
alliances between airlines, new airlines entering the market, or
aggressive pricing by competitors;
– key suppliers not fulfilling their service obligations potentially
impacting operations;
– performance of key business partners and alliances or
termination of a significant airline alliance;
– employee relations and risks of industrial action associated with
enterprise bargaining disputes;
– the effects of climate change or natural disasters that result in
restrictions or limitations on aviation operations;
– cyber security incidents and data protection, including
privacy; and
– customer risk — diminution in customer satisfaction and loyalty
due to operational challenges, cancellation, credit and refund
policies impacting the Qantas's brand and reputation.
The Qantas Group Risk Management Framework (Framework)
supports the proactive management of these and other risks facing
Qantas. The Qantas Group Risk Management Policy (Policy) sets out
the minimum requirements, roles and responsibilities for managing
risk across the Qantas Group. This Policy is summarised in the
Qantas Group Business Practices Document, which is available in
the Our Governance section of the Qantas website at https://www.
qantas.com/content/dam/qantas/pdfs/about-us/corporate-
governance/qantas-business-practices-document.pdf.
The Framework is aligned to the International Standard on Risk
Management (ISO 31000:2018) and the Committee of Sponsoring
Organisations of the Treadway Commission (COSO) framework for
evaluating internal controls. The Framework was reviewed by the
Audit Committee during 2021/22 and an independent review of the
Framework is performed periodically to assure effectiveness and
drive continuous improvement.
The GMS provides a common standard for identifying, assessing
and managing material business risks across the Qantas
Group. The GMS provides guidance for business units, regarding
leadership, commitment and planning, process management,
risk management, assurance and training and promotion.
Material risks and Management’s responses to managing these
risks are escalated to Executive Management, Board Committees
and the Board, as appropriate, and are reported as part of the
risk reporting process. Risk management is also integrated into
key business decision-making and activities, including strategy
development, projects and change initiatives.
Management undertakes self-assessments, audits and risk
management reviews to confirm that risks are being effectively
managed and reported to the Board through the Audit Committee
and CHESS, as appropriate. On a biannual basis, Executive
Management certifies that there is an effective risk management
process in place within their respective areas of responsibility.
During 2021/22, the Audit Committee undertook its annual
review of the effectiveness of Qantas’ implementation of its risk
management system and internal control framework.
Internal Audit
Group Audit and Risk adopts a risk-based approach in formulating
its audit plan, to align audit activities to the key risks across the
Qantas Group. The audit plan is approved by the Audit Committee
biannually and submitted to the CHESS for information.
In addition to Group Audit and Risk, operationally focused business
units within the Qantas Group have their own internal audit
functions to provide assurance to accountable managers on the
effectiveness of operational risk management and compliance.
The findings from these audit activities, along with the status of
audit management actions, are reported through operational safety
governance structures and to the CHESS.
REMUNERATE FAIRLY AND RESPONSIBLY
The Qantas Executive remuneration objectives and approach are set
out in full in the Directors’ Report, which is contained in the Qantas
Annual Report 2022.
Information about the remuneration of Executive Management
is disclosed to the extent required in the Remuneration Report,
which is part of the Directors’ Report contained in the Qantas
Annual Report 2022.
Qantas 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. Details of Directors’ remuneration are disclosed to
the extent required in the Remuneration Report, which is part of
the Directors’ Report contained in the Qantas Annual Report 2022.
16
QANTAS AIRWAYS LIMITED
ABN 16 009 661 901
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
OVERVIEW
The Board is responsible for the overall corporate governance
of Qantas Airways Limited (Qantas) and its controlled entities
(Qantas Group or Group). This includes adopting appropriate
policies and procedures designed to ensure the Qantas Group
is properly managed, to protect and enhance the interests of
its shareholders and all other stakeholder groups.
Corporate governance is core to ensuring the creation,
protection and enhancement of shareholder value. The Board
maintains, and requires that Qantas Group Management
maintains, the highest level of ethics at all times.
The Board monitors the operational and financial position
and performance of the Qantas Group and agrees its
business strategy, including approving the strategic goals
of the Group and considering and approving a business plan
and annual budget. The Board is committed to maximising
performance, generating appropriate levels of shareholder
value and financial return, and sustaining the growth and
success of the Qantas Group.
The Board comprises a majority of Independent Non-Executive
Directors who, together with the Chief Executive Officer
(CEO) as Managing Director, have an appropriate balance of
skills, knowledge, experience, independence and diversity.
The Board has endorsed and continued to apply the ASX
Corporate Governance Principles and Recommendations
(ASX Principles) 4th Edition throughout 2021/22, and at the
date of this Statement.
1
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
The Board has adopted a formal Charter which is available in the Our Governance section of the Qantas website at
https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/board-charter.pdf.
Board Roles and Responsibilities
AREA RESPONSIBILITIES
Strategy
and objectives
Agreeing and reviewing the strategic direction and objectives of the Qantas Group and monitoring the
implementation of that strategy by Management.
Approving and monitoring the progress of major capital expenditure, including major acquisitions and
divestitures.
Input into and final approval of the annual operating budget (including the capital management budget).
People
Approving the Qantas Group’s purpose and statement of values, including the Non-Negotiable Business
Principles, and the Qantas Group Code of Conduct and Ethics that encourage and promote a culture of
ethical and responsible decision-making, compliance with legal responsibilities, and transparency through
effective and timely reporting. The Code of Conduct and Ethics is available on the Qantas website at
https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-code-of-
conduct.pdf.
Appointing and removing the Chief Executive Officer (CEO).
Appointing and removing the Company Secretary.
Board and Executive Management development and succession planning.
Monitoring Executive Management’s performance and implementation of strategy and policies,
including assessing whether appropriate resources are available.
Approving the remuneration and incentive framework for Executive Management and Senior Executives and
ensuring a clear relationship between performance and Executive remuneration.
Satisfying itself that the remuneration framework is aligned with the Qantas Group’s purpose, behaviours,
values, strategic objectives and risk appetite.
Risk
Satisfying itself that an appropriate risk management framework exists, in relation to financial and
non-financial risks, to review, monitor and manage risk, including through internal compliance controls,
codes of conduct, continuous disclosure, legal compliance and other significant corporate policies.
Setting the risk appetite within which Management is expected to operate and, at least annually, reviewing the
effectiveness of Qantas’ implementation of its risk management system and internal control framework.
Reviewing and overseeing the risk management strategy for the Qantas Group, including that the Group is
operating with due regard to the risk appetite set by the Board.
Governance
Monitoring compliance with all relevant laws, tax obligations, regulations, applicable accounting standards and
significant corporate policies, including the Qantas Group Code of Conduct and Ethics, which is available on the
Qantas website at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/
qantas-code-of-conduct.pdf.
Ensuring the Qantas Group has an appropriate corporate governance structure.
Overseeing the integrity of the accounting and corporate financial reporting systems, including appointment,
reappointment or replacement of the external auditor, as well as closely monitoring the independence of the
external auditor.
Ensuring that the market and shareholders are fully informed of material developments.
Approving and monitoring financial and other reporting to the market and shareholders.
Appointing and evaluating the performance of the CEO.
2
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Board Committee Roles and Responsibilities
COMMITTEE RESPONSIBILITIES
Nominations
Committee
Assists the Board in fulfilling its corporate governance responsibilities with regard to:
– Board appointments, re-elections and performance.
– Inclusion and diversity objectives.
– Directors’ inductions, performance and continuing development.
– Committee Membership; and
– succession of the CEO.
In consultation with Management, the Nominations Committee annually reviews and endorses the Group’s
inclusion and diversity objectives and progress against those objectives.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
nominations-committee-charter.pdf
Remuneration
Committee
Assists the Board in fulfilling its corporate governance responsibilities with regard to remuneration
matters, including:
– the remuneration framework for Non-Executive Directors, within the pool of Directors’ fees approved
by shareholders;
– the remuneration and incentive framework, including any proposed equity incentive awards for the CEO,
Executive Management and other Senior Executives;
– recommendations and decisions (as relevant) on remuneration and all incentive awards for the CEO and
Executive Management; and
– reviewing the overarching remuneration framework to understand whether it reflects Qantas’ values.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
remuneration-committee-charter.pdf
Audit
Committee
Assists the Board in fulfilling its corporate governance responsibilities with regard to financial reporting,
audit and risk management, including:
– the integrity of the Qantas Group’s financial reporting;
– compliance with legal and regulatory obligations;
– the effectiveness of the Qantas Group’s enterprise-wide risk management and internal control
framework; and
– oversight of the independence of the external and internal auditors.
The Audit Committee undertakes both the functions of an audit committee and the elements of a risk
committee (other than those undertaken by the Safety, Health, Environment and Security Committee)
as set out in the ASX Principles.
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 approves the appointment, replacement and remuneration of the internal auditor.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
audit-committee-charter.pdf
3
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
COMMITTEE RESPONSIBILITIES
Safety, Health,
Environment and
Security Committee
(CHESS)
The Safety, Health, Environment and Security Committee (CHESS) undertakes the functions of a risk
committee (other than those undertaken by the Audit Committee) as set out in the ASX Principles, namely the
operational risk of the Qantas Group comprising safety, health, environment, security and business resilience
matters.
To protect Qantas’ reputation as one of the world’s safest and most secure airlines, and to manage the safety,
health, environment and security performance of the Qantas Group, CHESS assists the Board in fulfilling its
strategy, policy, systems oversight, monitoring and corporate governance responsibilities in regard to safety,
health, environment, security and business resilience matters, including:
– oversight and monitoring of the Group Management System Standard (GMS);
– compliance with related legal and regulatory obligations; and
– the adequacy and effectiveness of the Qantas Group’s enterprise-wide risk management framework for
operational risk.
Charter: https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-
chess-charter.pdf
CEO and Key Management Roles and Responsibilities
https://www.qantas.com/au/en/qantas-group/acting-responsibly/our-leadership.html
ROLE RESPONSIBILITIES
Chief Executive
Officer (CEO)
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.
Responsible for annually assessing and reporting to the Board on the performance of the Senior Executives
who report to the CEO, against agreed performance criteria.
Group Management
Committee (GMC)
Responsible for operating within the risk appetite set by the Board.
Providing the Board with accurate, timely and clear information to enable the Board to perform
its responsibilities.
Company Secretary
Accountable directly to the Board, through the Chairman, the Company Secretary is responsible for all matters
to do with the proper functioning of the Board.
Internal Auditor
The Internal Auditor has a direct reporting line to the Audit Committee and also provides reporting to CHESS.
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 the Group’s
system of risk management, internal control, and governance, through:
– maintaining and improving the risk management framework, as approved by the Audit Committee;
– biannual risk reporting to the Audit Committee and CHESS; and
– performing audits and other advisory services to assure risk management throughout the Qantas Group.
Board Committee Roles and Responsibilities (continued)
4
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Board and Management Framework
STRATEGY PEOPLE RISK GOVERNANCE
Board
Nominations Committee
Remuneration Committee
Audit Committee
CHESS
Management
Board Meetings
The Board holds several formally scheduled meetings a year; one
serves to review and endorse the strategy and financial plan for
the next financial year. Additional meetings and Board conference
calls are held as required, and the Board also meets with Executive
Management to consider matters of strategic importance.
Attendance at 2021/22 Board and Committee Meetings is
contained in the Qantas Annual Report 2022.
Australian Provisions
The Constitution of Qantas Airways Limited (Qantas Constitution)
contains the following provisions required by the Qantas Sale Act
1992 to protect the airline’s position as the Australian flag carrier:
– head office must be in Australia;
– two-thirds of the Directors must be Australian citizens;
– Chairman must be an Australian citizen;
– quorum for a Directors’ Meeting must include a majority of
Directors who are Australian citizens; and
– maximum 49 per cent aggregate foreign ownership.
The Qantas Constitution is available on the Qantas website at:
https://www.qantas.com/content/dam/qantas/pdfs/about-us/
corporate-governance/qantas-constitution.pdf.
5
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
Board and Committee Composition
Biographical details of the current Directors are contained in the Qantas Annual Report 2022. The Board considers that the current Directors
have an appropriate mix of skills to enable the Board as a collective to discharge its duties and responsibilities effectively.
6
MAXINE BRENNER
Independent Non-Executive Director
Appointed 2013
MICHAEL L’ESTRANGE
Independent Non-Executive Director
Appointed 2016
JACQUELINE HEY
Independent Non-Executive Director
Appointed 2013
TODD SAMPSON
Independent Non-Executive Director
Appointed 2015
BELINDA HUTCHINSON
Independent Non-Executive Director
Appointed 2018
ANTONY TYLER
Independent Non-Executive Director
Appointed 2018
NOMINATIONS
COMMITTEE
Richard Goyder (Chair)
Jacqueline Hey
Belinda Hutchinson
Tony Tyler
REMUNERATION
COMMITTEE
Jacqueline Hey (Chair)
Maxine Brenner
Michael L'Estrange
Todd Sampson
AUDIT
COMMITTEE
Belinda Hutchinson (Chair)
Maxine Brenner
Jacqueline Hey
Todd Sampson
SAFETY, HEALTH,
ENVIRONMENT & SECURITY
COMMITTEE
Tony Tyler (Chair)
Alan Joyce
Belinda Hutchinson
Michael L'Estrange
RICHARD GOYDER
Chairman and Independent Non-Executive Director
Appointed 2017
ALAN JOYCE
Chief Executive Officer and Managing Director
Appointed 2008
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
SKILL/EXPERIENCE DIRECTORS
Finance expert
Aviation industry
FMCG / Marketing
Engineer / Scientist
Current or former CEO
(or equivalent) of listed company
Current or former CEO
(or equivalent) of non-listed company
International experience
Security
Technology
Large capital projects
Mergers and acquisitions
Government experience
Environmental, Social
and Governance
Number of Directors deemed to have deep expertise and/or significant experience.
Director Skills and ExperienceDirector Appointment and Re-election
When appointing new Directors, the Board and its Nominations
Committee look to ensure that an appropriate balance of skills,
knowledge, experience, independence and diversity is maintained.
Appropriate background checks are conducted prior to appointing
any new Director, or putting a person forward for election as a
Director, and external consultants are engaged to assist with the
selection process, as necessary. In addition, each Board Member
has the opportunity to meet with the nominated Director.
Directors receive formal letters of appointment setting out the key
terms, conditions and expectations of their appointment, including
a requirement to inform the Chairman prior to accepting a new
appointment to any entity’s board or any other position with a
significant time commitment attached.
Directors submitting themselves for re-election at a general
meeting are reviewed by the Nominations Committee. Directors are
re-elected in accordance with the Qantas Constitution and the ASX
Listing Rules. Qantas discloses all material information relevant
to a decision on whether or not to elect or re-elect a Director in the
Qantas Notice of Meeting for the Annual General Meeting (AGM).
7
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Independence of Directors
Independent Non-Executive Directors are free from any business
or other relationship that could, or could be perceived to, materially
interfere with their independent judgement and are willing to
express their opinions openly at the Board table. The Board does
not consider it possible to list comprehensively the criteria for
independence. The approach and attitude of each Non-Executive
Director is critical, in addition to other relevant factors which may
include whether a Non-Executive Director:
– is a substantial shareholder of Qantas or an officer of, or
otherwise associated directly with, a substantial shareholder
of Qantas;
– has, within the last three years, been employed in an Executive
capacity by the Qantas Group;
– has, within the last three years, been a principal of a material
professional advisor or a material consultant to the Qantas Group,
or an employee materially associated with the service provided;
– is a material supplier or customer of the Qantas Group, or an
officer of, or otherwise associated directly or indirectly with, a
material supplier or customer;
– has any material contractual relationship with the Qantas Group
other than as a Director;
– has served on the Board for a period which could materially
interfere with the Director’s ability to act in the best interests of
the Qantas Group (and it is neither possible nor appropriate to
assign a fixed term to this criteria);
– is free from any interest, position, association or other
relationship which could, or could be reasonably perceived to,
materially interfere with the Director’s ability to act in the best
interests of Qantas; or
– receives performance-based remuneration (including options
or performance rights) from, or participates in, an employee
incentive scheme.
Each Director is required to disclose to the Board, on an immediate
and ongoing basis, if he or she has an interest or relationship which
is likely to impact materially on his or her independence or if a
Director believes he or she may no longer be independent.
Qantas believes that the materiality thresholds set out below are
relevant to assessing the independence of Non-Executive Directors:
– a relationship which accounts for more than 10 per cent of
the Director’s gross income (other than Directors’ fees paid
by Qantas); and
– when the relationship is with a firm, company or entity,
in respect of which the Director (or any associate) has more
than a 20 per cent shareholding in a private company or a
2 per cent shareholding in a listed company.
The following materiality thresholds are also considered relevant:
– in respect of advisors or consultants — if fees paid exceed
$2 million per annum;
– in respect of suppliers — if goods or services purchased
by the Qantas Group exceed 2 per cent of Qantas’ annual
consolidated gross revenue (other than banks, where materiality
must be determined on a case-by-case basis); and
– in respect of customers — if goods or services supplied
by the Qantas Group exceed 2 per cent of Qantas’ annual
consolidated gross revenue.
Close family ties and cross-directorships may also be
relevant in considering interests and relationships which may
compromise independence.
Qantas has commercial relationships with most major entities in
Australia. Any Director on the board of another entity is expected
to excuse themselves during any meeting when that entity’s
commercial relationship with Qantas is to be discussed.
Qantas currently has one Managing Director, Alan Joyce, who is
not considered to be independent.
Independent legal, financial or other professional advice at the
expense of Qantas is available to the Directors, if necessary,
in relation to any issues of Director independence.
At the 2000 AGM, shareholders approved Qantas entering into
Director Protection Deeds with each Director.
8
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Continuous Improvement, Development and Performance
Board and Committees
The Board recognises the importance of continuously monitoring and assessing its performance and
undertakes a structured annual review of its performance and that of its Committees. The Board also
periodically engages the assistance of external consultants to facilitate formal Board and Committee
performance reviews.
During 2021/22, the Board engaged an external service provider to facilitate the review of Board,
Committee and Director performance, whereby each Director completed a detailed written performance
evaluation and participated in an interview with the external party. Qantas Management also participated
in the externally facilitated review. The outcomes of those evaluations were presented by the external
party and the relevant Chair to the Board or Committee as a group.
Directors
A formal induction program is provided to new Directors to ensure they have a working knowledge of the
Qantas Group (including its structure, operations and risk profile — as well as its behaviours and values)
and of the aviation industry.
Directors have open access to all relevant information, including discussions with Management and
subject matter experts, and site visits to observe operations. Directors may meet independently with
Management at any time to discuss areas of interest or concern.
Existing Directors are also encouraged to undertake ongoing professional development to maintain the
skills and knowledge needed to perform their role as Directors effectively.
Management
Senior Executives of the Qantas Group are appointed on the basis of their skills, experience, knowledge
and diversity. Appropriate background checks are conducted prior to any appointment with the Group.
In 2021/22, the performance of the CEO was reviewed by the Board, with the outcomes of the review
reported to the Board. Performance of Senior Management was reviewed by the CEO, with the outcomes
of these reviews reported to the Remuneration Committee.
9
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
INCLUSION AND DIVERSITY
The Qantas Group Inclusion and Diversity Strategic Framework 2021–2024 is focused on supporting the Group’s three-year recovery plan.
Gender balance and our commitment for Reconciliation continue to be key strategic priorities, with several previously paused commitments
recommencing aligned to our ongoing operational recovery.
Strategy
and objectives
Drive better business outcomes and an improved employee experience through shared accountability for
inclusion and diversity.
1. Diversity in our organisation and ways of working;
2. an inclusive people experience; and
3. external leadership.
Further information: https://www.qantas.com/au/en/qantas-group/acting-responsibly/our-people.html
Governance
The Inclusion and Diversity Policy outlines roles and responsibilities for implementation.
This can be found at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/
qantas-inclusion-diversity-policy.pdf.
The Nominations Committee, in consultation with the GMC, is responsible for setting and reviewing the Group’s
inclusion and diversity annual objectives and initiatives.
Targets
The Group’s three-year measurable objective for gender balance, set by the Nominations Committee, is women
in 42 per cent of senior management roles1 by 30 June 2024.
Compliance
The Group complied with the Australian Workplace Gender Equality Act 2012 by submitting annual compliance
reports for 20222.
1 Senior management is defined as Group Executive, Executive Manager, Heads of, and Senior Manager levels (known as Job Grade 4 and above, or JG4+)
and includes majority owned entities of Qantas airways Limited, excluding Qantas Superannuation.
2 Includes Australian-based employees only.
10
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
26%
28%
30%
32%
34%
36%
38%
40%
42%
June
2022
June
2023
June
2024
June
2021
June
2020
June
2019
June
2018
June
2017
June
2016
June
2015
June
2014
June
2013
June
2012
June
2011
June
2010
Female Representation
in Senior Management
28.0%
29.9%
31.5% 31.3%
32.0%
31.6%
34.0%
35.0%
35.3%
35.9%
37.0%
38.1%
37.4%
2024 Target Point
Representation of Women in Senior Management (JG4+) Jun 2019-2022 with 2024 External Target 42%
Group Gender Representation
2022 2021 2020 2019 2018 2017 2016
Percentage of women employees
in the whole organisation
44.8% 43.6% 42.5% 42.0% 42.3% 42.6% 41.7%
Percentage of female
graduates recruited
N/A1 N/A1 47.5% 34.4% 51.9% 52.4% 61.0%
Percentage of women in senior
management positions
37.4% 38.1% 37.0% 35.9% 35.3% 35.0% 34.0%
Percentage of women on the Board 37.5% 40.0% 40.0% 36.4% 36.4% 30.0% 30.0%
Note: includes majority owned entities of Qantas Airways Limited, excluding Qantas Superannuation.
1 No graduate intake in 2021. Graduate intake for 2022 scheduled for October 2022.
11
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBILITY
The Board has established a corporate governance framework, comprised of 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 are detailed in the Qantas Group Business Practices Document, which is available in the Our Governance
section of the Qantas website at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-business-
practices-document.pdf.
Qantas Group
Code of Conduct
and Ethics
The Qantas Group Code of Conduct and Ethics (Code) governs conduct for Directors, employees, contractors
and agents of the Qantas Group and any person or organisation that acts for it. The Board and Audit Committee
are informed of any material breaches of the Code.
The Code sets out the minimum requirements and responsibilities in a number of areas, including:
– compliance with laws, regulations and ethical standards;
– government engagement and political donations;
– Anti-bribery and Corruption Policy;
– giving or receiving gifts, entertainment and hospitality;
– conflicts of interest;
– accounting records, retention and storage of data, and use of confidential information;
– dealing with auditors and investigators;
– making public statements about the Qantas Group;
– continuous disclosure;
– employee share trading;
– competition and consumer law compliance;
– Qantas’ Whistleblower Policy;
– privacy;
– inclusion and diversity;
– human rights; and
– equal employment opportunity.
The Qantas Group Code of Conduct and Ethics is available in the Our Governance section of the Qantas website
at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-code-of-
conduct.pdf.
Employee Share
Trading Policy
Contained in the Qantas Group Code of Conduct and Ethics, this Policy sets out guidelines designed to protect
the Qantas Group and its employees from intentionally or unintentionally breaching the law.
The Policy prohibits employees from dealing in the securities of any Qantas Group entity while in possession
of material non-public information. In addition, certain nominated Qantas Group employees (including Key
Management Personnel) are required to follow specified procedures and are prohibited from dealing in Qantas
shares (with some exceptions, as mentioned in ASX Guidance Note 27) between:
– 31 December and 24 hours after the release to the ASX of Qantas’ half year results; and
– 30 June and 24 hours after the release to the ASX of Qantas’ full year results.
Nominated Qantas Group 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.
Anti-bribery and
Corruption Policy
Also contained in the Qantas Group Code of Conduct and Ethics, this Policy sets out that our people and every
person representing the Qantas Group must, regardless of their position or location, comply with all applicable
anti-bribery laws.
All material breaches of the Code (including this Policy) are reported to the Board and Audit Committee.
12
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
Whistleblower Policy
The Qantas Group encourages all Disclosing Persons (as defined in the Policy) to raise matters that are of
legitimate concern, including in relation to a potential breach of any legal or regulatory requirement, or a
Qantas Group Policy.
Qantas has a well-established Whistleblower Committee that reports to the Audit Committee on Qantas’
Whistleblower Program. The Whistleblower Committee oversees investigations and ensures that the Board and
Audit Committee are appropriately informed of any material incidents reported under the Policy.
The Whistleblower Policy applies to all current and former Qantas Group employees, as well as a range of other
stakeholders, and is available in the Our Governance section of the Qantas website at https://www.qantas.
com/content/dam/qantas/pdfs/about-us/corporate-governance/whistleblower-policy.pdf.
Other policies
The Qantas Group has formal policies and statements relating to its legal and other obligations.
These include areas such as safety and health, environment, security, cyber, finance, privacy, risk
management, employment practices, modern slavery and human trafficking, and fair trading.
Policies are supported by procedures for compliance and monitoring effectiveness.
A summary of our core business principles, behaviours, values and practices can be found in the Qantas
Group Business Practices Document, which is available in the Our Governance section of the Qantas website
at https://www.qantas.com/content/dam/qantas/pdfs/about-us/corporate-governance/qantas-business-
practices-document.pdf.
Our Behaviours
Our Behaviours are how we do things every day; they are built on what makes us unique and sets us apart and provide common language to
guide expectations of ourselves and others.
OUR
BEHAVIOURS
OUR PURPOSE WE TAKE THE SPIRIT OF AUSTRALIA FURTHER
RESPONSIBLE RESPECTFUL RESILIENT EXCELLENCE
Always care and be
responsible
Striving for excellence
in all we do
A positive attitude to
everyday challenge
Working together; being
respectful and inclusive
13
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
Verification of Corporate Reporting
Qantas’ half-year and annual financial reports are each respectively
audited by Qantas’ independent external auditor, KPMG. Prior to
Board approval of both financial reports, the Board receives the
following from KPMG:
– An independence declaration confirming that there were no
contraventions of the auditor independence requirements as
set out in the Corporations Act 2001 (Cth) (Corporations Act),
and that there were no contraventions of any applicable code of
professional conduct in relation to the review; and
– the independent external auditor's review report to the
shareholders of Qantas.
In addition to being externally audited, Qantas’ half-year and annual
financial reports are also subject to the internal verification process
referred to further below for Other Periodic Corporate Reports.
CEO and CFO Declaration
Prior to Board approval of Qantas’ half-year and annual financial
reports, the CEO and CFO provide the Board with the declarations
required under section 295A of the Corporations Act and
Recommendation 4.2 of the ASX Principles.
For the financial year ended 30 June 2022, the CEO and CFO
made a declaration in accordance with section 295A of the
Corporations Act. The declaration was formed on the basis of a
sound system of risk management and internal control which is
operating effectively. An equivalent declaration was made for the
half year ended 31 December 2021.
Other Periodic Corporate Reports
Qantas is committed to providing transparent, concise and effective
disclosure in all its corporate reporting, which includes verifying
the integrity of all periodic corporate reports released to the market
that are not audited or reviewed by its external auditor.
The verification process undertaken involves internal review and
approval by Senior Executives and the Board prior to release to
the ASX. Reports are prepared by, or under the supervision of,
subject matter experts, and material disclosures are allocated
to designated areas of the business to substantiate by reference
to company source documents or, if no source documents are
available, by persons with the knowledge and expertise to confirm
the accuracy and completeness of the disclosures. Once the reports
have gone through an appropriate, layered Management review and
sign-off process, they are subject to final review and approval by
Senior Executives, the relevant Board Committee, or the Board as
a whole, as appropriate.
Independence of External Auditor
Qantas rotates its lead audit partner every five years and imposes
restrictions on the employment of personnel previously employed
by the external auditor. Qantas rotated its lead external audit
partner during 2021/22. The next rotation of audit signing partner
for KPMG will take place following the finalisation of the audit
for the 2025/26 financial year. Notwithstanding there are no
service, quality or independence issues with the current auditor,
in consideration of best practice, the Qantas Group has decided to
undertake a competitive external audit tender process during the
2024/25 financial year for appointment in relation to the 2026/27
financial year.
The Board and Audit Committee conduct regular reviews of the
independence safeguards put in place by the external auditor.
Policies and procedures 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 external auditor attends each AGM.
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 2022 Directors’ Report under the heading 'Non-
Audit Services':
'The Directors are satisfied that:
1. the non-audit services provided during 2021/22 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 2021/22 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 satisfied 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, confirming independence has been received
from KPMG.'
14
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
MAKE TIMELY AND BALANCED DISCLOSURES
Qantas proactively communicates with its shareholders via the
ASX and its web-based Newsroom. The Board receives copies
of all material market announcements for review and approval
of release to the market, as well as a final copy promptly after
they have been released. 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 AGM, Qantas Investor Days and, as is common practice among
its major listed peers, through periodic meetings with current and
potential institutional shareholders.
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 biannual confirmation
by all Executive Management that the areas for which they are
responsible have complied with the Qantas Group Continuous
Disclosure Policy, contained in the Qantas Group Code of Conduct
and Ethics, which is available in the Our Governance section of
the Qantas website at https://www.qantas.com/content/dam/
qantas/pdfs/about-us/corporate-governance/qantas-code-of-
conduct.pdf.
RESPECT THE RIGHTS OF SECURITY HOLDERS
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. The Policy is available in the Our Reporting Approach
section of the Qantas website at https://www.qantas.com/
images/qantas/pdfs/about-us/corporate-governance/qantas-
shareholder-communications-policy.pdf.
Information about the Qantas Group, our governance and all
company announcements lodged by Qantas with the ASX are
available on the Qantas Investor website. This includes the Annual
Report, notices of meeting and payment statements. In addition,
materials presented at significant investor and analyst briefings
are made available on the Qantas Investor website and are lodged
with the ASX ahead of the presentation, where required. The Qantas
Investor website is at https://investor.qantas.com.
Qantas is focused on reducing our carbon footprint while providing
timely corporate updates and disclosures. Recent legislative
changes to the Corporations Act mean there are new options for
how Qantas shareholders receive communications. Qantas will
no longer send physical meeting documents unless a shareholder
requests a copy to be mailed. For more information, see the Qantas
Investor website at https://investor.qantas.com.
Electronic communication has the added advantage of being
timelier and more cost-effective, and is available for items such
as meeting documents, dividend statements and annual reports.
Shareholders should contact Link Market Services if they want to
elect to receive electronic communications.
The 2022 Qantas Notice of Meeting for the AGM is available on the
Qantas Investor website at https://investor.qantas.com.
The 2022 AGM proceedings will be presented in a hybrid format —
offering both in-person and online attendance and voting, as well as
a live and archived webcast. For shareholders unable to attend, an
AGM Voting and Question Form will accompany the Qantas Notice of
Meeting 2022, giving shareholders the opportunity to lodge a direct
or proxy vote and submit questions and comments to Qantas or the
external auditor prior to the AGM. All resolutions considered at the
AGM are decided by a poll.
Qantas’ contact details are available on the Qantas Investor website
at https://investor.qantas.com and shareholders can email Qantas
from this page or contact its share registry, Link Market Services
Limited, at registry@qantas.com.
15
Corporate Governance Statement continued
FOR THE YEAR ENDED 30 JUNE 2022
QANTAS CORPORATE GOVERNANCE STATEMENT 2022
RECOGNISE AND MANAGE RISK
Qantas is committed to embedding risk management practices
to support the achievement of business objectives and fulfil
corporate governance obligations. Within the Board-approved
risk management strategy, Management has designed and
implemented a risk management and internal control system to
manage Qantas’ material business risks.
Qantas is a complex business and is exposed to a range of strategic,
financial, operational, socially responsible and sustainability-
related risks that are inherent in operating in the aviation industry.
Risks that could affect results and performance include:
– general economic and business conditions post-COVID 19
in Australia and overseas, including geopolitical tensions,
creating considerable uncertainty and volatility surrounding
macroeconomic factors;
– fluctuations in the price of aviation fuel and foreign
exchange rates;
– increased competition due to the expansion of existing airlines,
the consolidation of existing airlines and/or the creation of
alliances between airlines, new airlines entering the market, or
aggressive pricing by competitors;
– key suppliers not fulfilling their service obligations potentially
impacting operations;
– performance of key business partners and alliances or
termination of a significant airline alliance;
– employee relations and risks of industrial action associated with
enterprise bargaining disputes;
– the effects of climate change or natural disasters that result in
restrictions or limitations on aviation operations;
– cyber security incidents and data protection, including
privacy; and
– customer risk — diminution in customer satisfaction and loyalty
due to operational challenges, cancellation, credit and refund
policies impacting the Qantas's brand and reputation.
The Qantas Group Risk Management Framework (Framework)
supports the proactive management of these and other risks facing
Qantas. The Qantas Group Risk Management Policy (Policy) sets out
the minimum requirements, roles and responsibilities for managing
risk across the Qantas Group. This Policy is summarised in the
Qantas Group Business Practices Document, which is available in
the Our Governance section of the Qantas website at https://www.
qantas.com/content/dam/qantas/pdfs/about-us/corporate-
governance/qantas-business-practices-document.pdf.
The Framework is aligned to the International Standard on Risk
Management (ISO 31000:2018) and the Committee of Sponsoring
Organisations of the Treadway Commission (COSO) framework for
evaluating internal controls. The Framework was reviewed by the
Audit Committee during 2021/22 and an independent review of the
Framework is performed periodically to assure effectiveness and
drive continuous improvement.
The GMS provides a common standard for identifying, assessing
and managing material business risks across the Qantas
Group. The GMS provides guidance for business units, regarding
leadership, commitment and planning, process management,
risk management, assurance and training and promotion.
Material risks and Management’s responses to managing these
risks are escalated to Executive Management, Board Committees
and the Board, as appropriate, and are reported as part of the
risk reporting process. Risk management is also integrated into
key business decision-making and activities, including strategy
development, projects and change initiatives.
Management undertakes self-assessments, audits and risk
management reviews to confirm that risks are being effectively
managed and reported to the Board through the Audit Committee
and CHESS, as appropriate. On a biannual basis, Executive
Management certifies that there is an effective risk management
process in place within their respective areas of responsibility.
During 2021/22, the Audit Committee undertook its annual
review of the effectiveness of Qantas’ implementation of its risk
management system and internal control framework.
Internal Audit
Group Audit and Risk adopts a risk-based approach in formulating
its audit plan, to align audit activities to the key risks across the
Qantas Group. The audit plan is approved by the Audit Committee
biannually and submitted to the CHESS for information.
In addition to Group Audit and Risk, operationally focused business
units within the Qantas Group have their own internal audit
functions to provide assurance to accountable managers on the
effectiveness of operational risk management and compliance.
The findings from these audit activities, along with the status of
audit management actions, are reported through operational safety
governance structures and to the CHESS.
REMUNERATE FAIRLY AND RESPONSIBLY
The Qantas Executive remuneration objectives and approach are set
out in full in the Directors’ Report, which is contained in the Qantas
Annual Report 2022.
Information about the remuneration of Executive Management
is disclosed to the extent required in the Remuneration Report,
which is part of the Directors’ Report contained in the Qantas
Annual Report 2022.
Qantas 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. Details of Directors’ remuneration are disclosed to
the extent required in the Remuneration Report, which is part of
the Directors’ Report contained in the Qantas Annual Report 2022.
16
QANTAS AIRWAYS LIMITED
ABN 16 009 661 901
