Learn about our corporate governance framework which is designed to ensure the Group lives up to its obligations and commitments as it works to enhance shareholder value.
The Qantas Board of Directors is responsible for confirming that Qantas has an appropriate corporate governance framework to ensure the creation, protection and enhancement of shareholder value. Key to this is responsible, ethical and sustainable business practices.
The Board endorses each of the Australian Securities Exchange (ASX) Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles).
The role of the Board
The Board adopted its Board Charter (PDF) on 1 September 2003. The Board Charter is reviewed annually by the Board, with the last review conducted and amendments approved on 24 August 2022.
The Board has established Committees that are responsible for considering detailed issues and making recommendations to the Board. The Board has approved charters for each Committee:
Audit Committee Charter (PDF)
Nominations Committee Charter (PDF)
Remuneration Committee Charter (PDF)
Safety, Health, Environment and Security Committee Charter (PDF)
Board Committee Members
- Audit Committee: Belinda Hutchinson (Chair), Maxine Brenner, Jacqueline Hey and Todd Sampson.
- Nominations Committee: Richard Goyder (Chair), Jacqueline Hey, Belinda Hutchinson and Antony Tyler.
- Remuneration Committee: Jacqueline Hey (Chair), Maxine Brenner, Michael L'Estrange and Todd Sampson.
- Safety, Health, Environment and Security Committee: Antony Tyler (Chair), Alan Joyce, Belinda Hutchinson and Michael L'Estrange,
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 standards of ethics and integrity.
We monitor global developments in governance, laws and business practices, and work collaboratively across our global footprint to ensure we continue to meet these standards. 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.
The aviation industry frequently deals with uncertainty, whether it's in the price we pay for fuel, business and consumer confidence and demand levels, weather patterns, geopolitical events and as seen recently, pandemics. The Qantas Group adopts a proactive approach to enable identification, evaluation and effective management of the risks and opportunities that arise. Our commitment to strengthening business resilience and fostering a risk aware culture creates the foundation for sustainable performance and adaptability to respond to shifting 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, which we continue to evolve. Today we apply the same systematic approach to all risk disciplines, not just aviation safety. The system integrates the management of risks associated with aviation operational safety; workplace health and safety (WHS); aviation and cyber security; privacy and data governance; environment (including climate change); and business resilience. We continue to learn through collaboration and shared experiences to make the system better.
Qantas maintains a strong governance structure over its risk management activities. The Board has overall responsibility for the governance of risks. Oversight is maintained through the Board’s Audit Committee and Safety, Health, Environment and Security Committee (also known as CHESS).
The CHESS has responsibility for strategy, policy, systems oversight, monitoring and corporate governance over operational risks of the Qantas Group. This includes aviation 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 Corporate Governance Principles. Risks are assessed in accordance with 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 management practices capture threats and opportunities that have been assessed using the QRAG, with risks reported to Executive Management based on their significance (risk rating and/or consequence levels). The Board of Directors receives a bi-annual Group Risk Report incorporating the Group Short Term (0-3 year) and Long Term (3-10 year) risk profiles, trends, risk interconnectivity and monitors the management of notable risks.
Supply Chain Assurance
Qantas takes a proactive approach to managing risks in our supply chain. We have established systems and processes to ensure our suppliers (or the partners we work with) prioritise safety and sustainability in the same way we do.
Our Supply Chain Assurance program, launched in FY18, has a clear focus on six key risk areas:
- Anti-bribery and corruption;
- Modern slavery including child labour / forced labour;
- Illegal logging;
- Workplace health and safety;
- Privacy; 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 (PDF).
We continually review the criteria we use to identify and assess supplier risk to ensure our methodology is reflective of the shifting global environment. If we identify material risks, we will work with suppliers to remove the risks where possible, and otherwise to substantially mitigate them.
Anti-bribery and corruption
We recognise that 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 also to ensure that our business partners and those in our supply chain operate with a consummate level of integrity.
Our Code of Conduct and Ethics and our Group Business Practices document outlines the obligations of our employees, contractors and those we do business with in relation to anti-bribery and corruption, and together with guidance from global regulators, collectively form our anti-bribery and corruption compliance program.
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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, detail regarding how Qualifying Disclosures can be made, who qualifies as a Disclosing Person and who the Eligible Recipients for Qualifying Disclosures are. The Qantas Group is committed to ensuring the protection of all Disclosing Persons, information regarding the investigation process and the protections available to Disclosing Persons is available in the Policy.
How to make a disclosure under the Whistleblower Policy
The Qantas Group encourages Disclosing Persons who have reasonable grounds to suspect a Disclosable Matter to make a disclosure via the following channels, by:
- contacting the Whistleblower hotline, which is independently managed on behalf of Qantas by PricewaterhouseCoopers (via phone on 1800 855 212 or +612 82661453, via email, or post at PO Box Q654, QVB Post Office, Queen Victoria Building NSW 1230, Australia); or
- submitting a report to the online Whistleblower portalOpens external site in a new window, or by scanning the QR code available in Attachment 1 of the Policy.
Further information about how to make a disclosure, and additional Eligible Recipients is available in the Policy.
Our approach to respecting human rights
Qantas is committed to respecting all internationally recognised human rights, as well as complying with national and certain international laws, we voluntarily commit to uphold the standards of the UN Guiding Principles on Business and Human Rights (UNGPs)Opens external site in a new window. Our commitment is reflected in our Code of Conduct and Ethics [PDF], Human Rights Policy Statement [PDF] and our Modern Slavery Statement [PDF].
We know that how a business conducts its activities and operations can affect the human rights of other people, whether they are employees, customers, workers in our supply chain, or the broader community. The respect of human rights is key to our business practices, and we proactively undertake ongoing human rights due diligence in our operations and across our supply chains. Our Whistleblower Program is a key aspect of our approach to managing human rights, providing a confidential and accessible channel for individuals to raise matters of legitimate concern with us, so they can be addressed.
Where we identify an adverse impact that we may have caused, contributed to or be directly linked, we adopt a consultative and measured approach to identify appropriate response options and take action consistent with the guidance provided under the UNGPs. We recognise our responsibility to respect human rights by taking steps to avoid negative impacts on people and the planet from our activities, and by making positive impacts where we can. During FY22 this included:
- Re-establishing key governance forums such as the Supply Chain Assurance Leadership Council and business-led supplier governance mechanisms and internal working groups.
- Strengthening our Code of Conduct and Ethics and Business Practices Document to communicate our human rights commitments and responsibilities, including explicitly prohibiting child labour and forced, bonded or compulsory labour or any other form of modern slavery in our operations and supply chains.
- In line with the UNGPs, we engaged expert advisory consultants to lead the refresh of our salient human rights issues.
- Implementing human trafficking training for our aircrew to support identification of, and responses to, suspected instances of trafficking.
- In addition to the human rights due diligence and risk assessment of new and recontracting suppliers, we commenced work to assess our existing unassessed supplier base.
- Commenced work to review our external grievance mechanisms against the UNGPs’ criteria for effective non-judicial grievance mechanisms and took action to encourage employees, suppliers and workers in our supply chain to speak up, without fear of retribution, about any concerns they may have.
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Operating through turbulence
FY22 continued to present significant challenges for the Group as we navigated our recovery from the widespread impact of the global pandemic. Our Modern Slavery Statement (PDF) outlines in detail the measures the Group had to take to ensure its survival, including the potential human rights impacts, on our people, operations and supply chain.