Together with the Telstra Values and the Telstra Group Code of Conduct & Business Principles, Telstra has a number of Company policies which operate to promote ethical and responsible decision making and behaviour. These provide guidance to Telstra’s Directors, senior management and employees on the standards of ethical business and personal behaviour required of all of its officers and employees in performing their daily business activities. A mandatory training program for all employees is in place to reinforce these standards.
The Telstra Values, Telstra Group Code of Conduct & Business Principles and some of Telstra’s key Company policies are available on this website.
- Whistleblowing
- Anti Bribery & Anti Corruption
- Securities Trading
- Market disclosure
- Legal and Regulatory Compliance
- Political and Other Donations
- Corporate Citizenship
- Shareholder Communications
Whistleblowing
Telstra has a Whistleblowing policy and a confidential whistleblowing service which provides its staff with an avenue to report suspected unethical, illegal or improper behaviour. The whistleblowing process is supported by an independent service provider which specialises in receiving sensitive reports or disclosures. All reports or disclosures are treated as confidential and can be made anonymously. Telstra’s Ethics Committee, which is made up of senior managers, monitors all reports and disclosures made under this process. This Committee also monitors all investigations, recommendations and the implementation of actions.The Audit Committee oversees the whistleblowing program, receives reports from the Ethics Committee, and provides an escalation channel for the Ethics Committee where required.
Anti Bribery & Anti Corruption
Telstra has a zero tolerance approach to bribery and corruption. Telstra’s policy on anti bribery and anti corruption states that employees and contractors of Telstra must show integrity and be honest and trustworthy in all their dealings with others. It provides that bribes, pay-offs, secret commissions, kick backs and any like payments (including facilitation payments) are strictly prohibited and staff should never make or accept, or agree to make or accept, such payments. The policy also provides that when staff give or receive a gift, prize, or hospitality, they must consider the implications of the giving or acceptance of that gift, prize or hospitality, to ensure that it cannot reasonably be considered a bribe, pay-off or kick-back, or be construed as being likely to improperly influence a business outcome. The policy aims to ensure that Telstra complies with applicable anti-bribery and anti-corruption laws and regulations.In addition, Telstra has a policy in place regarding conflicts of interest and outside activities, which provides a process to manage conflicts of interest, and assist employees, contractors and managers to understand what Telstra considers to be a conflict of interest and how to deal with any actual, perceived or potential conflicts.
Securities Trading
Telstra’s securities trading policy restricts the buying or selling of Telstra securities by Directors, the CEO, senior management and certain other designated employees to three “window” periods (between 24 hours and one month following the release of the annual results, the release of the half-yearly results and the close of the AGM) and at such other times as the Board permits. Trading during these window periods is subject to the overriding requirement that buying or selling of Telstra securities is not permitted at any time by any person who possesses price-sensitive information which is not generally available in relation to those securities. Closed periods apply at all other times under the policy.In addition, Directors, the CEO, senior management and relevant employees must notify the Company Secretary before they, or their close relatives, buy or sell Telstra securities. Changes to the interests of Directors in Telstra securities are, as required by law, notified to the ASX.
The policy also prohibits Directors, senior management and other designated people from using Telstra shares as collateral in any financial transaction (including margin loan arrangements), engaging in any stock lending arrangements in relation to Telstra shares, and buying and selling (or otherwise dealing in) Telstra shares on a short-term trading basis.
Further, Directors, the CEO, senior management and relevant employees are prohibited from entering into arrangements which effectively operate to limit the economic risk of their security holdings in Telstra allocated under the Company’s incentive plans during the period the shares are held in trust on their behalf by the trustee or prior to the exercise of any security.
The policy specifies the types of trades which are excluded from the operation of the policy. It also expressly sets out the exceptional circumstances where otherwise prohibited trading may be permitted, with prior written clearance, and the procedure for obtaining such permission.
A copy of Telstra’s policy can be found on here [PDF]
Market disclosure
Telstra has established procedures intended to ensure that it complies with its market disclosure obligations. In particular, a comprehensive continuous disclosure procedure is in place and is reviewed and updated on a regular basis. The aim of this procedure is to ensure that price-sensitive information is released in a timely fashion to the various stock exchanges on which Telstra’s shares and debt securities are listed.The continuous disclosure procedure provides that:
- Board approval and input is required in respect of announcements that relate to matters that are within the reserved powers of the Board (and responsibility for which has not been delegated to management) or matters that are otherwise of fundamental significance to Telstra;
- where Board approval and input cannot be obtained due to the requirement for immediate disclosure to the market, to ensure compliance with the continuous disclosure laws, the CEO and CFO may authorise disclosure prior to Board approval and input;
- the CEO and CFO are responsible for determining whether a proposed announcement is required to be considered and approved by the Board;
- ultimate management responsibility for continuous disclosure rests with the CEO and the CFO;
- the responsibilities of the Continuous Disclosure Committee (the Committee), which is chaired by the Company Secretary, include:
- ensuring there is an adequate system in place for the disclosure of all material information to the ASX;
- advising the CEO and the CFO in relation to the disclosure of information reported to the Committee;
- the Committee’s membership includes the Company Secretary, the General Counsel - Finance and Administration, the Deputy CFO, the Director - Investor Relations and a representative of Public Policy and Communications (or their delegates);
- senior management, including Group Managing Directors (other than the CFO) and their direct reports, all Group Financial Controllers and certain legal and regulatory counsel must immediately inform the Committee of any potentially price-sensitive information or proposal as soon as they become aware of it;
- where material information has originated in the office of the CEO or the CFO or has been reported directly to them, the CEO or CFO may, at their discretion, seek the advice of, or a recommendation from, the Committee in deciding whether to make or approve an ASX announcement in relation to that material information;
- if the matter is disclosable, an announcement is prepared and immediately sent via the Company Secretary’s office electronically to all relevant stock exchanges.
- Telstra has implemented several practices internally to keep the Committee informed about potentially disclosable matters and to reinforce the importance of its continuous disclosure obligations. These practices are reviewed regularly and include:
- every Director is made aware of Telstra’s continuous disclosure obligations upon taking office and each member of senior management undertakes training with the General Counsel - Finance and Administration (or delegate), in relation to the continuous disclosure obligations;
- the Committee maintains a list of issues which, although not yet disclosable, are monitored in case they become disclosable;
- all proposed media releases and external speeches and presentations to be made by senior management are reviewed by internal legal counsel to determine whether they should be disclosed;
- a weekly email is distributed to all members of the senior management team which requires reporting of any potentially disclosable matters or a “nil response” if they have no matters to report;
- a specific information paper is prepared for each Board meeting summarising ASX announcements and details of significant matters considered by the Committee but judged not to be disclosable; and
- the Company Secretary maintains a record of all market announcements. The announcements are also posted on Telstra’s website after market release is confirmed.
Telstra provides advance notification of significant group briefings, such as its results announcements, and it makes them widely accessible through the use of webcasting. Telstra also keeps a summary record for internal use of the issues discussed at group or one-on-one briefings with investors and analysts.
Legal and Regulatory Compliance
Telstra is committed to conducting its business in compliance with its legal and regulatory obligations. The Board and the senior management team are committed to ensuring there is an appropriate compliance framework and controls in place to provide an appropriate level of confidence that the Company is operating in compliance with relevant laws, regulations and industry codes. This is achieved through the Compliance & Corporate Ethics Framework (C&CEF). The Board has given the Audit Committee specific responsibility for reviewing Telstra’s approach to achieving compliance with laws, regulations and associated industry codes in Australia and overseas, and for the general oversight of compliance issues. This oversight is facilitated by the preparation of regular compliance reports highlighting aspects of the C&CEF.The C&CEF brings together Telstra’s business units and the individual subject matter specific compliance programs in an integrated, consistent and collaborative way. Telstra maintains a comprehensive program-based approach to compliance, which is a key element of the C&CEF. Subject matter experts work with the business units to help understand the many legal and regulatory obligations and responsibilities faced by the Company and translate them into appropriate practice. There are currently 15 programs under the C&CEF, including health and safety, environment, privacy, competition and consumer (formerly trade practices), diversity, disability, fraud, industry regulation, information security, operational separation, financial reporting, records management, whistleblowing, policy governance, and continuous disclosure.
This program-based approach at a corporate level is supported by a network of senior personnel appointed to the role of Business Unit Compliance Manager. They are, in turn, supported by other personnel at the business unit level with specific responsibility for the implementation of the compliance programs within their business unit.
Political and Other Donations
Telstra does not make political donations. However, in line with other major publicly listed companies, it does pay fees to attend events organised by political parties where those events allow for discussion on major policy issues with key opinion leaders and policy makers.Telstra makes donations and contributes funds to community and non-profit organisations as part of its approach to corporate citizenship. Further discussion of the Company’s corporate citizenship is provided below in the section entitled “Corporate Citizenship & Sustainability”.
Corporate Citizenship
As a good corporate citizen, Telstra’s responsibility is to manage its business ethically to produce an overall positive impact on its customers, employees, shareholders and other stakeholders, as well as the wider community and the natural environment.Telstra’s primary corporate responsibilities are to:
- increase shareholder value and protect shareholder interests;
- serve the needs of its customers;
- make Telstra a great place to work;
- provide good stewardship of the environment;
- contribute resources - people, money, technology, products and services - to support the communities in which it operates; and
- advance the national interest by strengthening the capability of the nation's telecommunications infrastructure, and thereby providing a strong foundation for economic growth, productivity improvement, sustainable prosperity and global competitive advantage.
Governance of Telstra’s corporate citizenship strategy and performance is provided by the Company’s Executive Leadership team, comprised of the Chief Executive Officer (CEO) and Group Managing Directors. Reports on progress are provided regularly to the CEO and the Telstra Board. Telstra has also recently created a new role of Chief Sustainability Officer who will have specific responsibilities in relation to corporate citizenship and sustainability.
Telstra reports publicly on its approach and progress in its annual Corporate Citizenship & Sustainability Report and on Telstra’s website at www.telstra.com.au/cr.
Shareholder Communications
Telstra works hard to keep shareholders informed about the performance of the Company. Telstra is committed to:- open, clear, accurate and timely communications with its shareholders about matters affecting the value of their investment in the Company;
- making appropriate use of technology to inform and engage its shareholders; and
- ensuring all communications are consistent with Telstra’s continuous disclosure and other applicable legal obligations.
The specific initiatives Telstra has put in place to make that easier include:
- maintaining an investor relations website;
- writing directly to shareholders on significant issues that affect their investment;
- placing all announcements made to the market, including transcripts of investor and media briefings and related information, on its website;
- webcasting important events such as briefings and the annual general meeting (AGM); and
- using electronic communications to advise shareholders, who have provided their email address, of significant matters.
