Learn about our corporate governance framework which ensures the creation, protection and enhancement of shareholder value.
The Qantas Board of Directors is responsible for ensuring that Qantas has an appropriate corporate governance framework to ensure the creation, protection and enhancement of shareholder value.
The Board endorses each of the Australian Securities Exchange (ASX) Corporate Governance Council's Corporate Governance Principles and Recommendations, 3rd Edition (ASX Principles).
The role of the Board
The Board adopted its Board Charter (PDF) on 1 September 2003 and it was last revised on 22 August 2018.
Committees are responsible for considering detailed issues and making recommendations to the Board. The Board has approved charters for each Committee:
Board Committee Members
- Audit Committee: Barbara Ward (Chair), Maxine Brenner, Jacqueline Hey and Belinda Hutchinson.
- Nominations Committee: Richard Goyder (Chair), Richard Goodmanson, Paul Rayner and Barbara Ward.
- Remuneration Committee: Paul Rayner (Chair), Maxine Brenner, Michael L'Estrange and Todd Sampson.
- Safety, Health, Environment and Security Committee: Richard Goodmanson (Chair), Alan Joyce, Belinda Hutchinson, Michael L'Estrange, Antony Tyler and Barbara Ward.
The Qantas Constitution (PDF) is Qantas' key governance document. The Qantas Sale Act requires the Constitution to contain specific provisions designed to reflect Qantas' position as Australia’s national carrier.
Driving ethical business practice
The Qantas Group is committed to complying with all applicable laws and regulations, and to conducting business with the highest levels of ethics and integrity. The Qantas Group Business Practices Document (PDF) provides an overview of our beliefs, values and business practices and highlights the standards to be upheld by all employees. It encompasses Continuous Disclosure, Employee Share Trading, Risk Management, Safety, Whistleblower Protection and Stakeholder Communications (including Shareholder Communications (PDF)).
Our Business Integrity and Compliance function, reporting to the General Counsel, ensures the Group is best positioned to respond to a rapidly evolving regulatory environment. It is responsible for maintaining a consistent, global approach to address ethics and compliance issues across the Qantas Group as well as with our business partners and throughout our supply chain.
The global reach of the Qantas Group means we must comply with the laws and regulations of the territories in which we operate, including countries we fly across. We monitor global events closely and collaborate broadly across the Group to ensure that we continue to comply with relevant international trade laws and regulations including sanctions and embargoes.
Volatility is part of the Qantas Group's everyday operating environment, whether it's in the price we pay for fuel, business and consumer confidence levels, weather patterns across our global network, or broader geopolitical events. We are committed to managing the risks that come with a volatile environment by strengthening business resilience and building an agile, adaptive culture - giving us the foundations for sustainable performance in all market conditions.
Our approach to risk management starts with our first priority: the safety of our customers and people. Qantas was one of the first airlines to introduce an integrated Safety Management System in the 1990s, and we continue to evolve it. Today we apply the same systematic approach to all risk disciplines, not just aviation safety. We integrate aviation operational safety, work health and safety, aviation and cyber security, environment (including climate change) and business resilience, learning from collaboration and shared experiences to make the system better.
Qantas maintains a strong governance structure for risks and opportunities. The Board has overall responsibility for the governance of risks. Oversight is maintained through the Audit Committee and the Committee for Health, Environment, Safety and Security (CHESS).
The CHESS committee has responsibility for strategy, policy, systems oversight, monitoring and corporate governance over operational risks of the Qantas Group. This includes safety, WHS, environment, security (including cyber security) and business resilience matters. CHESS also has oversight of risks associated with regulatory compliance.
The Audit Committee undertakes the functions of a risk committee as set out in the ASX Principles. Risks are assessed under the Qantas Group Risk Assessment Guide (QRAG). The Audit Committee, at least annually, reviews Qantas Management’s establishment and operation of an enterprise-wide risk management system. This process is designed to identify, assess, monitor and manage all business risks, including strategic, operational, financial, and compliance risk.
The frequency with which the Board is informed about issues depends on the significance of the specific risk. Qantas’ risk register captures threats and opportunities that have been assessed using the QRAG, with medium, high and extreme risks reported to Executive Management. The Board of Directors and Executive Management receive a bi-annual Group Risk Report incorporating the Group risk profile, trends, risk interconnectivity and monitors the progress of managing risks rated medium, high and extreme.
In addition, the Qantas Group has established a Sustainability Council to be the focal point for the Group’s understanding and integration of the forces that will shape the company, and to measure and communicate the long-term value drivers of the Group to key stakeholders, including our customers, people and shareholders.
The Council is made up of diverse senior representatives from across operational, commercial and corporate functions. The Council’s work feeds into key decision making forums across the Group, including the Group Management Committee and (via CHESS) the Qantas Board.
Supply chain assurance
Qantas takes a proactive approach to managing risks in our supply chain. We are working to make sure all 10,000 of our suppliers (or the partners we work with) prioritise safety and sustainability the same way we do.
Our Supply Chain Assurance program, launched in FY18 formalised risk governance throughout our supply chain and has a clear focus on five key risk areas:
- Anti-bribery & corruption
- Modern slavery including child labour / forced labour
- Illegal logging
- Workplace health and safety, and
- Cyber security including data and credit card protection.
This program helps us understand how our suppliers are producing the goods and services we pay them for, and to make sure they comply with Qantas' Supplier Requirements.
We are mapping our supplier industries and locations to help us assess the relative risk. If we identify material risks, we will work with suppliers to remove the risks where possible.
Anti-bribery and corruption
We recognise corruption has a negative social, economic, political and anti-competitive impact wherever it occurs. We have a responsibility not only to meet expanding foreign and domestic anti-bribery legislation, but to also ensure those we do business with operate with integrity. We are investing in technology and resources to ensure that we understand and manage our business risks and to better meet the evolving regulatory landscape. Initiatives during FY18 include:
- Development of a sophisticated anti-bribery and corruption risk framework to assist us in identifying areas which present an elevated risk to the Group.
- Continuing to support an ethical supply chain by introducing automated due diligence technology to assess potential third party suppliers presenting an elevated risk of bribery.
- Strengthening our third party contracts and agreements with the development of a Group Compliance Statement outlining our business integrity expectations. This is progressively being included through new and renewed third party contracts.
- Continued membership of the Business Integrity Council, founded with industry peers to collaborate on a better approach to anti-corruption.
The Qantas Group highly values and promotes a speaking up culture, where all Disclosing Persons feel comfortable to raise matters that are of legitimate concern to them, including in relation to a potential breach of any legal or regulatory requirement or a Qantas Group Policy.
A Whistleblower program is an important element in deterring corrupt, illegal or other undesirable conduct. The Whistleblower Policy [PDF] outlines the operation of the Qantas Whistleblower program including what qualifies as a Disclosable Matter, how Qualifying Disclosures can be made (including the various channels available for disclosure), who qualifies as a Disclosing Person and who the Eligible Recipients for Qualifying Disclosures are. Further information regarding the investigation process and the protections available to Disclosing Persons is also available in the Policy.
Enhancing human rights
Qantas respects and supports human rights, as is reflected in our Code of Conduct and Ethics [PDF]. In 2017, we made a commitment to aligning our business with the UN Guiding Principles on Business and Human Rights. Since then we’ve continued to widen and deepen the scope of our commitment.
We have worked to embed our commitment throughout the Group by:
- Ensuring Board commitment to the development of a statement of the Qantas Group’s commitment to human rights, incorporating our position on due diligence and remediation;
- Publicly communicating governance structures, with defined responsibilities and reporting lines; and
- Forming a comprehensive understanding of the Group’s salient human rights issues across the Group.
In 2018 we conducted peer and industry analysis alongside in-depth interviews with a range of key internal and external stakeholders to better understand our salient human rights risks. From this we have identified five focus areas for the Group. These five focus areas are not exhaustive and we will continue to monitor as well as address and remediate other issues that may arise.
Labour rights: Labour standards for employees and the contracted and supplier workforce
We take a proactive approach to the management of modern slavery and other labour rights risk across our employee base and supply chain, described in detail in the Group’s most recent Modern Slavery and Human Trafficking Statement (PDF).
Learn more about our Supply Chain Assurance Program.
Privacy rights: Protection and appropriate use of customer data
Learn more about data security and privacy.
Freedom of movement: Trafficking in persons and transportation without genuine consent
The increasing accessibility of airline transportation has led to an unprecedented level of human mobility. Despite the social and economic benefits of this connectivity, it has also contributed to international organised crime syndicates, with human trafficking and migrant smuggling emerging as one of the most profitable and widespread forms of organised crime. We recognise the role of airlines in working with global agencies to address this issue, and as a member of IATA, we have shown our early support for the drafting and passing of a resolution to encourage member airlines to implement appropriate training on the prevention of human trafficking and reporting mechanisms. We will continue our support activities through the development and operationalisation of human trafficking awareness training for key personnel through the 2019 financial year.
Transportation of persons in custody at the request of Government
As part of the Group’s contractual arrangements with the Australian Government, we transport people in custody. The overwhelming majority of these passengers are domestic prisoners being transferred between facilities and for other essential services such as medical appointments.
The Group assesses on an ongoing basis the policy, operational and reputational risks from providing this service. The policy assessment is undertaken in multiple forums, including the Sustainability Council, the Group Management Committee, and the Board and its Audit and CHESS committees.
At an operational level, Qantas reserves the right to refuse carriage of any person to ensure the fundamental safety and security of our customers, crew and aircraft. Before flight, Qantas receives assessments from Government agencies as to the safety or security risk of transported persons to enable the Group to make a decision on carriage. Learn more about Safety – our first priority.
While the overwhelming majority of people in custody transported by the Qantas Group on behalf of the Government are domestic prisoners, a small proportion are foreign nationals. This includes people who have violated the terms of their visas, the movement of immigration detainees between facilities or for other essential services (e.g. medical appointments, and the relocation of persons granted a protection visa). As with domestic prisoners, Qantas receives assessments from Government agencies as to the safety or security risk of transported persons to enable the Group to make a decision on carriage, the Group does not receive detail relating to the immigration status of an individual.
Australia’s immigration policy is a complex mix of policy, community, geo-political, judicial and security concerns. The Group’s position is that the Government and the Australian Courts are best placed to make decisions on the legal immigration status of people seeking to remain in Australia. It is not the role of airlines to adjudicate on complex immigration decisions, particularly as information used in determination processes is not publicly available. To do so would undermine the Government, the judicial system and their processes.
We consider this view to be consistent with the United Nations Guiding Principles on Business and Human Rights which outlines that ‘business enterprises should not undermine States’ abilities to meet their own human rights obligations, including by actions that might weaken the integrity of judicial processes’.
Bullying and harassment in the workplace
We aim to foster a workplace where people respect and tolerate the rights and differences of others. Harassment in the workplace is not tolerated and is a form of discrimination if it is based on an unlawful ground such as gender, race or disability. Likewise, bullying or any form of occupational violence in the workplace is not tolerated.
If any of our people feel that they are being harassed, bullied or discriminated against, they can contact their manager, Human Resources Representative.
Diversity and inclusiveness: Gender equality and career progression
Our inclusion and diversity strategy is focused on driving an improved people experience (and in turn, better business outcomes) by removing barriers to inclusion and creating greater opportunities for participation. We do this by mitigating unconscious bias and improving access to flexibility, talent programs and dedicated leadership development.
Learn more about Inclusion and Diversity.