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, 4th 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 21 August 2019.
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), Paul Rayner and Barbara Ward.
- Remuneration Committee: Paul Rayner (Chair), Maxine Brenner, Michael L'Estrange and Todd Sampson.
- Safety, Health, Environment and Security Committee: Alan Joyce, Belinda Hutchinson, Michael L'Estrange, Antony Tyler (Chair) 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 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.
Operating in an industry with unpredictable internal and external risks 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 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 threats 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 Short Term (0-3 year) and Long Term (3-10 year) 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 in the same way we do.
Our Supply Chain Assurance program, launched in FY2018, 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, 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, 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] and and our Modern Slavery Statement [PDF]. In 2017, we made a commitment to operate in a manner consistent with the United Nations (UN) Guiding Principles on Business and Human Rights (UNGPs) and the 10 UN Global Compact principles. Since then we have continued to deepen the scope of our commitment to operationalise our human rights commitments by implementing a wide range of initiatives to mitigate human rights related risks.
In 2018, in line with the UNGPs, we invested in an independent salient human rights issues assessment, which identified the five most salient human rights issues for the Group. The assessment was not intended as a deep dive into any particular issue, but instead to help us to understand the issues where we could have the most severe impact on human rights through our own operations and business relationships. The assessment informed the integration of additional human rights considerations in our supply chain, including the development of a modern slavery risk index.
This risk index, tailored to the Qantas Group operating environment, is constructed with reference to the UN ‘Protect, Respect and Remedy’ framework underpinning the UNGPs, and assists us to embed responsible business practices, including throughout our supply chain, in line with international guidelines.
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