About Telstra

The Board of Directors

Role and Responsibilities of the Board

The Board is accountable to shareholders for managing the business of the Company and is responsible to shareholders for the Company’s overall strategy, governance and performance. The Board's role includes:

  • determining the corporate objective which is the foundation for all the actions and decisions of the Board and management
  • providing strategic direction to the Company by approving the corporate strategy and associated performance objectives, monitoring developments and approving any variations
  • approving significant business decisions
  • approving the annual corporate plan
  • overseeing the review and update of corporate governance practices and procedures as necessary to support its commitment to best practice corporate governance in Australia and globally
  • ensuring appropriate resources are available to senior management
  • appointing, assessing the performance of and determining the remuneration of the CEO, overseeing the performance of senior management and reviewing management succession plans and senior management remuneration arrangements
  • overseeing shareholder reporting and communications
  • requiring appropriate compliance frameworks and controls to be in place and operating effectively
  • monitoring the integrity of internal control and reporting systems and monitoring strategic risk management systems
  • reviewing and approving our statutory accounts and overseeing our financial position
  • approving decisions concerning our capital, including capital restructures and share buybacks, and determining our dividend policy
  • ensuring we comply with the reporting and other requirements of the Telstra Corporation Act.

The Board has adopted a charter that details the role and responsibilities of the Board and its members.

The Board has delegated responsibility for day-to-day management of the Company to the CEO and has put a formal delegations structure in place which sets out the powers delegated to the CEO and those specifically retained by the Board.

The matters retained by the Board for decision are set out at Appendix 1 to the Board Charter

Board Membership, Size and Composition

Telstra’s Constitution provides for a minimum of three Directors. The maximum number of Directors is to be fixed by the Directors, but may not be more than thirteen unless Telstra, in a general meeting, resolves otherwise. The Directors must not determine a maximum which is less than the number of Directors in office at the time the determination takes effect.

The Directors may appoint an individual to be a Director, either as an addition to the existing Directors or to fill a casual vacancy up to the maximum number of Directors. Any new Director appointed by the Board is subject to shareholder ratification through their election by shareholders at the next annual general meeting.  Individuals may also nominate themselves for election as a Director at the annual general meeting.  All new Directors participate in a formal induction process co-ordinated by the Company Secretary.

The tenure of the CEO as a Director is linked to his executive office. Under Telstra’s Constitution, no other Director may hold office for more than three years or beyond the third annual general meeting following the Director's appointment (whichever is the later) without re-election.  In accordance with ASX Listing Rules, the Company must hold an election of Directors each year.  If no Director would otherwise be required by Telstra’s Constitution to submit for election or re-election, then the procedure in clause 23.4(b) of Telstra’s Constitution must be followed.

Prior to each annual general meeting, the Board will determine if the Board will recommend to the shareholders that they vote in favour of the re-election of the Directors due to stand for re-election, having regard to those Directors' annual performance reviews and any other matters it considers relevant.

The Nomination Committee may negotiate the retirement or resignation of individual Directors after consultation with the Board.

A brief biography for each director setting out their experience and expertise, together with details of the year of initial appointment and re-election (where applicable) of each director, is outlined in the Annual Report.

Role of the Chairman

The Chairman is an independent Director and is appointed by the Board. The Chairman's principal responsibilities are to ensure that the Board fulfils its obligations under the Board Charter and as required under the relevant legislation and to provide appropriate leadership to the Board and Telstra.

The Chairman also has specific responsibilities which include:

  • representing the views of the Board to all shareholders and maintaining appropriate ongoing contact with major shareholders to ensure the Board understands their views
  • establishing the timetable and working with the CEO and Company Secretary to agree the agenda for Board meetings
  • chairing Board meetings, non-executive Directors’ meetings and shareholders’ meetings
  • facilitating Board discussions and non-executive directors’ meetings to ensure that:
    • the discussions are conducted in an open and professional manner where Directors are encouraged to express their views, leading to objective, robust analysis and debate
    • the core issues facing Telstra are addressed
  • working with the CEO to ensure the CEO provides the Board with the information it requires to contribute effectively to the Board decision making process and to monitor the effective implementation of Board decisions
  • guiding and promoting the ongoing effectiveness and development of the Board and individual Directors
  • maintaining a regular dialogue and mentoring relationship with the CEO and senior management, serving as the primary link between the Board and management and providing continuity between Board meetings
  • ensuring the meetings of shareholders are conducted in an open and proper manner with appropriate opportunity to ask questions.

Director Independence

All Directors, whether independent or not are required to act in the best interests of the Company and to exercise unfettered and independent judgement.

It is the Board's current policy that the CEO is the only executive Director and that the non-executive Directors are also independent Directors as defined in the Board Charter.

Telstra defines an independent Director as a non-executive Director (i.e. not a member of management) who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to, materially interfere with the exercise of the Director's unfettered and independent judgment, and ability to act in the best interests of the Company.

The Board, at least annually, assesses the independence of each Director.  In assessing each Director's independence, the Board considers the effect of a Director's business and other relationships and interests from both Telstra’s perspective and that of the Director and has regard to a specific set of considerations set out in the Board Charter. These considerations are consistent with those set out in the ASX Corporate Governance Councils’ ‘Corporate Governance Principles & Recommendation (2nd edition)’.  Materiality is assessed on a case-by-case basis from the perspective of both Telstra and the relevant Director and having regard to the individual Director's circumstances.

Meetings of the Board

The Board meets for scheduled meetings and on other occasions to deal with specific matters that require attention between scheduled meetings. The regular business of the Board includes strategic matters, governance, oversight, senior executive appointments, performance and remuneration, financial matters, risk management, compliance, and relationships with stakeholders. The Board also liaises with senior management as required and may consult with other Telstra employees and advisers and seek additional information.

Performance Evaluation

The Board undertakes an annual assessment of its performance (including its performance against the requirements of the Board Charter), the performance of individual Committees and the performance of individual Directors.

As noted earlier, the Board makes recommendations to shareholders regarding the re-election of Directors having regard to the outcome of such reviews. 

Declaration of Interests

Directors are required to take all reasonable steps to avoid actual, potential or perceived conflicts of interest.

The Corporations Act, Telstra’s Constitution and the Board Charter require Directors to disclose any conflicts of interest and, in certain circumstances, to abstain from participating in any discussion or voting on matters in which they have a material personal interest.

A Director who believes he or she may have ceased to be independent, or who believes that he or she may have a conflict of interest or material personal interest in a matter, is required to disclose the matter in accordance with the relevant Corporations Act and constitutional requirements and follow the procedures developed by the Board to deal with such circumstances.

Board access to management and independent professional advice

Directors have complete access to our senior management through the Chairman, CEO or Company Secretary at any time. In addition to regular presentations by senior management to Board and Board Committee meetings, Directors may seek briefings from senior management on specific matters.

The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the ability to retain, at Telstra's expense, such legal, accounting or other advisers, consultants or experts as it considers necessary from time to time in the performance of its duties.  Further, each Director has the right to seek independent professional advice at Telstra's expense, subject to the prior approval of the Chairman.

All Committees of the Board have access to independent professional advice on this basis.

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