BoardCharter - Qantas Airways Limited Adopted 16 April 2008...

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Qantas Board Charter Page 1 16 April 2008 Qantas Airways Limited Adopted – 16 April 2008 ABN 16 009 661 901 BOARD CHARTER Overview 1. The Board is primarily responsible for ensuring that Qantas has an appropriate corporate governance structure to ensure the creation and protection of shareholder value. 2. The Board is also responsible for ensuring that management recognises Qantas’ legal and other obligations to all legitimate stakeholders. “Stakeholders” are groups that are likely to feel a social, environmental, economic or financial impact from Qantas’ actions. They include shareholders, customers, suppliers, employees, government regulators and members of the communities where Qantas operates and are affected by Qantas’ activities. 3. Qantas’ obligations to its Stakeholders require that appropriate accountability and control systems are in place. 4. This Board Charter explains Qantas’ commitment to corporate governance. It is not an “all inclusive” document and should be read as a broad expression of principles. The Board will review and update this Charter on an annual basis. 5. Qantas endorses the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles) issued in March 2003 and revised in August 2007. The Qantas Constitution 6. The Qantas Constitution is Qantas’ key governance document. The Board must ensure that it and Qantas comply at all times with the provisions of the Constitution. 7. The Qantas Sale Act (QSA) requires the Constitution to contain specific provisions designed to protect Qantas’ position as an Australian designated airline. Compliance with Laws 8. As a public company listed on the Australian Securities Exchange (ASX), Qantas must comply with the Corporations Act, the Listing Rules as well as all other applicable laws and statutes. Examples of applicable areas of regulation include: a. air safety legislation and regulations; b. occupational health and safety legislation; c. employment related laws; d. environmental protection legislation; e. anti-discrimination legislation; f. taxation legislation; and g. the Trade Practices Act. 9. As a company operating in numerous jurisdictions, Qantas must ensure that it is aware of and complies with all applicable laws and statutes in those jurisdictions.
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Qantas Board Charter Page 2 16 April 2008 Composition of the Qantas Board 10. The Board is to comprise: a. a majority of Independent Non-Executive Directors; and b. the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). 11. The Chairman is to be an Independent Non-Executive Director 1 who is an Australian citizen 2 . Duties and Responsibilities 12. The Qantas Board is responsible for setting the strategic direction of Qantas and monitoring the implementation of that strategy by the management team, including 3 : a. oversight of the Qantas Group, including its control and accountability systems; b. appointing and removing the CEO; c. appointing and removing the CFO (based on the recommendation of the CEO); d.
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  • Spring '10
  • vivian
  • Qantas, a. b. c., Qantas Group, ASX Principles