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As at August 2013, the following three standing Committees assist the Board in carrying out its responsibilities:

  • Audit Committee
  • Nomination Committee, and
  • Remuneration Committee.

Each Committee operates in accordance with a written Charter approved by the Board, copies of which are available on these Webpages. The role, Charter, performance and membership of each Committee are reviewed each year.

Only independent, non-executive Directors can serve on Board Committees. The Board appoints the members and the Chairman of each Committee. In addition to the membership requirements applying to each Committee as set out in its Charter, each Committee member must have the capacity to devote the required time and attention to prepare for, and attend, Committee meetings. Following each Committee meeting, the Board receives a report from that Committee on its deliberations, conclusions and recommendations.

An overview of the roles and responsibilities, composition, and membership as at 30 June 2013, of our three standing Committees is provided below.


 

Audit Committee

Nomination Committee

Remuneration Committee

Roles and Responsibilities

The Audit Committee:

  • assists the Board in discharging its responsibilities by monitoring and advising on matters relating to financial reporting, risk management, compliance, external audit, internal control, internal audit, corporate governance and matters that may significantly impact the financial condition or affairs of the business
  • is responsible for overseeing Telstra’s compliance with its Structural Separation Undertaking (SSU) and the activities of the Director of Equivalence
  • provides a forum for communication between the Board, management and both the internal and external auditors, and
  • provides a conduit to the Board for external advice on audit, risk management and compliance matters.

The Nomination Committee monitors and advises on:

  • composition and performance of the Board, including Board diversity
  • Director independence
  • appointment of the CEO and CEO succession planning
  • CEO and Company Secretary performance, and
  • outside directorship requests from executives in relation to publicly listed companies or managers of listed managed investment schemes.

The Remuneration Committee monitors and advises on:

  • remuneration of the Board, CEO and Company Secretary
  • performance and remuneration of senior management
  • remuneration strategies, practices and disclosures generally
  • work health and safety
  • diversity (excluding Board diversity)
  • employee equity plans, and
  • management succession, capability and talent development.

The Committee also exercises the administrative powers delegated to it by the Board under our equity plans.

Composition

Composition requirements include:

  • there must be at least three independent Directors on the Committee
  • each member must be financially literate (i.e. able to read and understand financial statements) and have sufficient financial knowledge to allow them to discharge their duties and actively challenge information presented by management, internal and external auditors
  • at least one member must be a qualified accountant or other finance professional with experience of financial and accounting matters, and
  • the Chairman must be an independent Director who is not Chairman of the Board.

Our Audit Committee structure complies with the ASX Listing Rules.

Composition requirements include there must be at least three independent Directors on the Committee, including the Chairman of the Board.

Composition requirements include:

  • there must be at least three independent Directors on the Committee, including the Chairman of the Board, and
  • each member is expected to be familiar with the legal and regulatory disclosure requirements in relation to remuneration and have adequate knowledge of executive remuneration issues, including executive retention and termination policies, and short term and long term incentive arrangements.

Our Remuneration Committee structure complies with the ASX Listing Rules.

Membership as at 30 June 2013

Nora Scheinkestel (Chairman)

Catherine Livingstone

Russell Higgins

Margaret Seale

Catherine Livingstone (Chairman)

Geoffrey Cousins

John Mullen

Steven Vamos

John Mullen (Chairman)

Catherine Livingstone

Geoffrey Cousins

Steven Vamos

Consultation

  • Other members of the Board may attend Audit Committee meetings and the Audit Committee may ask management, the external auditor and others to attend meetings and provide any required advice.
  • The Audit Committee regularly meets with the internal auditor and the external auditor in the absence of management.
  • Other members of the Board may attend Nomination Committee meetings, which are scheduled to co-incide with Board meetings to enable all Board members to attend. The Nomination Committee can also invite other people, including any Telstra employees, to attend all or part of its meetings provided that the person is not present for consideration of any item in which they have a material personal interest.
  • Other members of the Board may attend Remuneration Committee meetings. The Remuneration Committee may also invite other people, including any Telstra employees, to attend all or part of its meetings provided that the person is not present for consideration of any item in which they have a material personal interest. This ensures that no senior executive is directly involved in deciding their own remuneration.
  • The Remuneration Committee obtains external advice from independent remuneration consultants in determining Telstra’s remuneration practices where considered appropriate.


During FY13, the Technology Committee also assisted the Board. The purpose of the Committee was primarily educative and its role was to review technology developments which may be relevant to our business. All Directors were encouraged to attend Committee meetings, which were scheduled to coincide with Board meetings. In light of the fact that all Board members generally attended Technology Committee meetings, it was decided that from June 2013 the matters that were previously considered by the Committee will now be considered by the Board at dedicated sessions to be held during scheduled Board meetings. The Committee formally ceased operation effective 14 June 2013 and, at its date of cessation, membership comprised John Zeglis (Chairman), Catherine Livingstone and Steven Vamos. 

Board And Committee Meeting Attendance

Details regarding the number of meetings held by the Board and its Committees during FY13, and attendance by Board members, are set out below:

 

Board

Committees (1)

 

 

 

Audit

Nomination

Remuneration

Technology(6)

 

a

b

a

b

a

b

a

b

a

b

C B Livingstone

13

13

6

6

6

6

5

5

3

3

D I Thodey

13

13

-

(6)

-

-

-

(5)

-

(3)

T Y Chen(2)

5

3

1

1

-

(1)

-

-

-

-

G A Cousins

13

13

-

(1)

6

6

5

5

-

(3)

R A Higgins

13

13

6

6

-

(6)

-

-

-

(3)

J P Mullen

13

13

-

-

6

5

5

5

-

(2)

N L Scheinkestel

13

13

6

6

-

(6)

-

-

-

(3)

M L Seale(3)

13

13

5

5+(1)

-

(6)

-

-

-

(3)

J W Stocker(4)

5

5

2

2

-

(1)

-

-

-

-

S M Vamos(5)

13

13

-

(1)

6

6

5

5

3

3

J D Zeglis

13

13

-

(1)

-

(6)

-

-

3

3

Column a: number of meetings held while a member.
Column b: number of meetings attended.
 

(1)   Committee meetings are open to all Directors to attend.  Where a Director has attended a meeting of a Committee of which he or she was not a member, this is indicated by ( ).
(2)   Retired effective 5 October 2012.
(3)   Joined the Audit Committee effective 15 October 2012.
(4)   Retired effective 16 October 2012.
(5)   Joined the Technology Committee effective 6 December 2012.
(6)   As noted above, the Technology Committee ceased operation effective 14 June 2013. 

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