Corporate Governance
Our approach to effective corporate governance is premised on our core values and ambition to be the most loved airline in Australia, with a winning team that generates strong loyalty from guests and delivers outstanding results, with an unwavering commitment to safety.
Virgin Australia Holdings Limited and its related bodies corporates (collectively, Virgin Australia) are committed to a strong corporate governance framework by continuously improving our practices to ensure that we align with the needs of our stakeholders and the business. Our corporate governance practices are premised on our ability to transform strategy into reality consistent with our core values.
Our corporate governance framework establishes the roles and responsibilities of our leadership team, relevant systems, policies and processes to ensure that we monitor and evaluate responsible decision making by the Board and is described in our Corporate Governance Statement.
Read more information about our Constitution.
Role of the Board
The Board is responsible for the overall operation and stewardship of the Company and provides input to and approval of the Company’s strategic direction and budgets as developed by management.
The responsibilities of the Board include:
- setting strategic objectives, including Virgin Australia’s Sustainability Strategy and approving operating budgets;
- planning succession of the Chief Executive Officer;
- approving major capital expenditure and transactions, and overseeing capital management;
- assessing the appropriate financial and non-financial risk that the Company should be prepared to accept in the execution of its strategic and business objectives;
- reviewing the Company’s risk management frameworks;
- approving financial reports, forecasts, outlook statements and other reports required at law or under the ASX Listing Rules to be adopted by the Board; and
- approving the Company’s values and reviewing the Company’s governance policies.
Committees
| Audit, Risk, Sustainability and Compliance Committee (ARSCC) | Remuneration, Nomination People and Culture Committee (RNPCC) | Safety Committee | |
|---|---|---|---|
Charter |
ARSCC Charter | RNPCC Charter | Safety Committee Charter |
Members |
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Description |
The role of the ARSCC is to assist the Board in fulfilling its responsibilities for corporate governance and oversight of the Company’s financial reporting process, risk management and internal control, external audit, internal audit and compliance (including the Code of Conduct). This includes confirming the quality and reliability of the financial information prepared by the Company, working with the external auditor on behalf of the Board and reviewing non-audit services provided by the external auditor to confirm they are consistent with maintaining external audit independence. | The role of the RNPCC is to assist the Board in fulfilling its responsibilities for corporate governance and oversight of the Company’s remuneration and nomination policies and practices which enable it to attract and retain senior management of the Group. RNPCC’s responsibilities include overseeing recruitment of Directors and Executive Leaders, remuneration policies, incentive and equity plans, evaluating Board composition and Board performance, superannuation arrangements, remuneration matters and people and culture strategies and establishing policies, systems, frameworks and practices. | The role of the Safety Committee is to assist the Board in fulfilling its oversight and management of the operational safety, health and security risks of the Group’s operations. The Safety Committee assists the Board in overseeing such risks by monitoring compliance with statutory and regulatory obligations and internal policies and procedures relating to operational safety, health, and security and monitoring the Group’s obligations to various regulatory bodies for safety, health and security, including Australian Transport Safety Bureau, the Civil Aviation Safety Authority, Safety Rehabilitation Compensation Commission and the Department of Infrastructure and Transport. |