About Telstra

Committees of the Board

The Board may, from time to time, establish appropriate Committees of Directors to assist it by focusing on specific responsibilities in greater detail than is possible for the Board as a whole, then reporting to the Board and making any necessary recommendations. There are four standing committees:

Following each Committee meeting, the Board receives a report from the Committee on its activities.

Each committee operates in accordance with a written charter approved by the Board. The Board appoints the members and the Chairman of each Committee.  It is a Board requirement that all members of the Audit Committee, the Nomination Committee and Remuneration Committee are independent Directors.

The role, function, charter, performance and membership of each Committee are reviewed on an annual basis as part of the Board's evaluation process. Each Committee:

  • undertakes an annual assessment of its performance against the requirements of its charter and provides that information to the Board
  • reviews and assesses the adequacy of its charter annually, discusses any required changes with the Board and ensures any revisions to the charter are approved by the Board.

In accordance with its policy of regular review, revisions to the charters for the Board and each Committee were approved by the Board in November 2007.

Audit Committee

Role and responsibilities of the Audit Committee

The Audit Committee is a committee of the Board established to:

  1. assist the Board in discharging its responsibilities by monitoring and advising on:
    1. financial reporting including:
      1. the integrity, truth and fairness of the view given by Telstra’s financial statements
      2. the integrity of Telstra’s financial systems and processes
      3. the appropriateness of Telstra’s accounting policies and practices and consistency with current and emerging accounting standards.
    2. Telstra’s overall risk management process and the management of specific risk areas as directed by the Board
    3. the effectiveness and operation of Telstra’s Financial Reporting Compliance Framework
    4. the effectiveness and operation of other aspects of our internal control environment as it sees fit
    5. compliance with legal and regulatory requirements and Company policies
    6. the external audit including the external auditors' qualifications, scope, independence and performance and the non-audit services disclosures to be made in our annual report including the reasons for being satisfied that the auditors' independence was not compromised by the provision of these services
    7. the objectivity and performance of the internal audit function
    8. the structure and operation of our corporate governance framework and related disclosures.
  2. provide a forum for communication between the Board, management and both the internal and external auditors
  3. provide a conduit to the Board for external advice on audit, risk management and compliance matters.

Composition and membership of the Audit Committee

It is Board policy that the Audit Committee is comprised of at least three Board members, all of whom are determined by the Board to be independent.

Each member is required to:

  • 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
  • have a reasonable knowledge of Telstra, the industries in which it operates and its risks and controls
  • have the capacity to devote the required time and attention to prepare for and attend Committee meetings. 

At least one member is required to have relevant qualifications and experience (that is, they must be a qualified accountant or other finance professional with experience of financial and accounting matters).

In addition, the Chairman of the Audit Committee must not be the Chairman of the Board and no Director may serve as a member of the Audit Committee if that Director serves on the Audit Committee of more than two other public companies.

Meetings of the Audit Committee

Scheduled Audit Committee meetings are held on a regular basis, as determined annually in advance by the Board, scheduled to correspond with our financial reporting cycle.  Special meetings may be convened as required.

Other members of the Board are entitled to attend Audit Committee meetings and the Audit Committee may ask management, the external auditors and/or others to attend meetings and provide such input and advice as required.

The Audit Committee regularly meets with the internal auditor and the external auditors in the absence of management.

Relationship with external auditor

Telstra’s shareholders appointed Ernst & Young as the Company’s external auditor at the 2007 annual general meeting.

The Audit Committee approves the provision of recurring audit services as part of the annual approval of the audit plan.

The Audit Committee provides an annual, formal, written report detailing the nature and amount of any non-audit services rendered by Ernst & Young during the most recent fiscal year and an explanation of how the provision of those non-audit services are compatible with auditor independence. Details of amounts paid or payable to the auditor for non-audit services provided during the year are disclosed in the Company’s consolidated financial statements.

The lead Ernst & Young audit partner rotated after the signing of the audit opinion for the 2007 financial year.

Our external auditors attend our annual general meeting and are available to answer shareholder questions about the conduct of our audit and the preparation and content of the auditor’s report.

Nomination Committee

Role and responsibilities of the Nomination Committee

The Nomination Committee is a Committee of the Board established to assist the Board in discharging its responsibilities by monitoring and advising on:

  • composition and performance of the Board
  • Director independence
  • appointment of the CEO.

Composition and membership of the Nomination Committee

It is Board policy that the Nomination Committee is comprised of at least three Board members including the Chairman of the Board, all of whom are determined by the Board to be independent.

Each member is expected to:

  • have a reasonable knowledge of Telstra and the industries in which it operates
  • have the capacity to devote the required time and attention to prepare for and attend Committee meetings.

Meetings of the Nomination Committee

Meetings are held on a regular basis, as determined annually in advance by the Board.  Special meetings may be convened as required.

Other members of the Board are entitled to attend Nomination Committee meetings and the Nomination Committee may invite other people including any of our employees to its meetings, as it deems necessary. However, if a person has a material personal interest in a matter that is being considered at a meeting, he/she must not be present for consideration of that matter.

Remuneration Committee

Role and responsibilities of the Remuneration Committee

The Remuneration Committee is a Committee of the Board established to assist the Board in discharging its responsibilities by monitoring and advising on:

  • remuneration of the Board
  • performance and remuneration of the CEO
  • performance and remuneration of senior management 1
  • remuneration strategies, practices and disclosures generally
  • employee share and option plans.

The Committee also exercises the administrative powers delegated to it by the Board under Telstra's share option plans and in certain circumstances, makes offers to employees under those plans.

Composition and membership of the Remuneration Committee

It is Board policy that the Remuneration Committee is comprised of at least three Board members including the Chairman of the Board, all of whom are determined by the Board to be independent as defined in the Board Charter.

Each member is expected to:

  • be familiar with legal and regulatory disclosure requirements in relation to remuneration
  • have adequate knowledge of executive remuneration issues, including executive retention and termination policies, and short term and long term incentive arrangements
  • have reasonable knowledge of Telstra and the industries in which it operates
  • have the capacity to devote the required time and attention to prepare for and attend Committee meetings.

Meetings of the Remuneration Committee:

Meetings are held on a regular basis, as determined annually in advance by the Board, scheduled to correspond with Telstra’s remuneration review and reporting cycle.  Special meetings may be convened as required.

Other members of the Board are entitled to attend Remuneration Committee meetings and the Remuneration Committee may invite other people including any employee of Telstra to attend all or part of its meetings, as it deems necessary or appropriate.  However, if a person has a material personal interest in a matter that is being considered at a meeting, he/she must not be present for consideration of that matter.

Technology Committee

The Technology Committee is a Committee of the Board established as a forum for the Board to review technology developments relevant to the Company and the industries in which it operates in greater detail than is possible at Board meetings. The Committee's purpose is educative only.


1For the purposes of the work of the Remuneration Committee ‘senior management’ refers to the executives whose remuneration is to be disclosed in the annual report in accordance with the requirements of the Corporations Act and applicable accounting standards and any other members of the management team the Committee determines should be subject to its supervision.


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