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, Richard Goyder and Jacqueline Hey.
- Nominations Committee: Leigh Clifford (Chair), Richard Goodmanson, Paul Rayner and Barbara Ward.
- Remuneration Committee: Paul Rayner (Chair), Maxine Brenner, Belinda Hutchinson and Todd Sampson.
- Safety, Health, Environment and Security Committee: Richard Goodmanson (Chair), Alan Joyce, Belinda Hutchinson, Michael L'Estrange 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. All risks identified using the QRAG are placed on the Qantas Group’s risk register, with high and extreme risks reported to Executive Management immediately. Executive Management and the Board of Directors 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.
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.
Enhancing human rights
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 make progress in our governance approach and initiatives. We take a proactive approach to the management of modern slavery risk in our supply chain, described in detail in the Group’s most recent Modern Slavery and Human Trafficking Statement (PDF).
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’s Corporate Social Responsibility Task Force, we have showed 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.
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:
- Labour rights: Labour standards for employees and the contractd and supplier workforce.
- Privacy rights: Protection and appropriate use of customer data.
- Freedom of movement: Trafficking in persons.
- Bullying and harassment in the workplace.
- Diversity and inclusiveness: Gender equality and career progression.
These five focus areas are not exhaustive and we will continue to assess changes on a regular basis, as well as address and remediate other issues that may arise.