Learn about our corporate governance framework which is designed to make sure the Group lives up to its obligations and commitments as it works to enhance 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. 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, 4th Edition (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 on 25 August 2021. It was last amended on 21 August 2019.
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:
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 are constantly 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 FY18, has a clear focus on six key risk areas:
- Anti-bribery & 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.
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. Whilst we proactively undertake human rights due diligence in our operations and across our supply chains, our Whistleblower Program provides confidential and accessible channels for individuals to raise human rights concerns. Regardless of how we become aware of a potential human rights impact, where we identify that we may have caused, or may have contributed or be directly linked to an impact, we adopt a consultative and measured approach to identify appropriate response options and, where appropriate, will provide for or cooperate in remedy in line with the guidance provided under the UNGPs.
The respect of human rights is key to our business practices, and we continue to evolve our approach to further embed controls to mitigate potential risks and harm to people. Despite the challenge of our operating circumstances in 2021, we:
- broadened the reach of our supply chain assurance program to other Group entities;
- strengthened our contractual clauses to require suppliers (including sub-contractors) to assess and address modern slavery in its operation and supply chain; and
- held dialogue with business and strategic partners to share approach.
We are focussed on re-prioritising our activity in response to the changing operating environment due to the COVID-19 impact on the Group.
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Operating through turbulence
The COVID-19 pandemic has had a significant and widespread impact on society, and the Qantas Group is cognisant that this has intensified pressure on global supply chains, and increased the vulnerability of workers in those supply chains.
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