About Telstra

Telstra Values, Telstra Business Principles, Code of Conduct and other Company Policies

Telstra has a number of internal operating policies and principles which promote ethical and responsible decision making and timely and balanced disclosure.

Telstra Values, Telstra Business Principles and Company policies

Telstra provides guidance to its directors, senior management and employees on the practices, principles and standards of corporate and personal behaviour required of all its officers and employees in performing their daily business activities through the Telstra Values, the Telstra Business Principles and the Company policies (including our Code of Conduct). The Telstra Business Principles, the Code of Conduct and other Company policies reinforce the standards of appropriate business and ethical behaviour expected from all employees.  A mandatory training program for all employees is in place to reinforce these standards.

The Telstra Values, the Telstra Business Principles and Code of Conduct are available for download.

Whistleblowers' policy and services

Telstra has a whistleblower policy and a confidential whistleblower service in place which provides our staff with an avenue to raise concerns they might have with behaviour that is potentially illegal, improper or unethical. The whistleblowing process is supported by an independent service provider who specialises in receiving sensitive reports or disclosures. All reports or disclosures are treated as confidential and reports can be made anonymously. Reports are referred to the Ethics Committee which is made up of senior managers and oversees the investigation of these matters and the implementation of any recommendations considered appropriate. In addition to generally supporting Telstra's ethical foundations, the Ethics Committee Charter confirms that part of its role is to oversee the whistleblowing policy and process.

The Ethics Committee's Charter was reviewed by the Audit Committee during the 2007 financial year. The Audit Committee oversees the Whistleblowing program, receives regular reports from the Ethics Committee, and provides an escalation channel for the Ethics Committee where required. The whistleblowing policy reflects the Telstra Values of Accountability, Integrity and Leadership, supports our Code of Conduct and complements existing management structures and functions.

Share Trading

Telstra has a share trading policy that prohibits directors, the CEO, senior management and certain other employees (and their associates) from engaging in short-term trading of our securities (including the acquisition of derivatives and financial and other products issued or created over Telstra’s shares by Telstra or any third party). This policy also restricts the buying or selling of Telstra securities to three “window” periods (between 24 hours and 1 month following the release of the annual results, the release of the half-yearly results and the close of the annual general meeting) and at such other times as the Board permits. Trading during these window periods is subject to the overriding legal 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.

In addition, directors, the CEO, senior management and relevant employees must notify the Company Secretary before they or their close relatives buy or sell our securities. Changes to the interests of directors in Telstra securities are, as required by law, notified to the ASX.

Telstra’s share trading policy also prohibits Directors, the CEO, senior management, other employees and contractors from buying or selling securities of other companies (including shares, derivatives and financial and other products issued or created over those securities by the Company or any third party) when in possession of price-sensitive information relating to that other company which is not generally available.

This applies if the information is price-sensitive to the other company (and not generally available), even though it may not be price-sensitive information to Telstra.

Further, Directors, the CEO, senior management and relevant employees are also restricted from entering into arrangements which effectively operate to limit the economic risk of their security holdings in shares allocated under our share plans during the period the shares are held in trust.

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 which is reviewed and updated on a regular basis. The aim of this procedure is to ensure price-sensitive information is released in a timely fashion to the various stock exchanges on which Telstra’s shares and debt securities are listed.

Our procedure provides that:

  • ultimate management responsibility for continuous disclosure rests with the CEO and the CFO;
  • the responsibilities of the Continuous Disclosure Committee (Committee), which is chaired by the Company Secretary, include:
    • ensuring that 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, a representative of Public Policy and Communications, the General Counsel - Finance & Administration, a representative from Finance & Administration and the General Manager - Investor Relations 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;
  • in cases 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 reinforce the importance of our continuous disclosure obligations and the need to keep the Committee informed about potentially disclosable matters. These practices are reviewed regularly and include the following:

  • 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, in relation to the Company’s continuous disclosure obligations;
  • a weekly email is sent to all senior management reminding them to notify the Committee immediately if they become aware of any potentially price-sensitive information or proposals;
  • 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 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 Office of the Company Secretary maintains a record of all market announcements made. The announcements are also posted on Telstra’s website after market release is confirmed.

In addition, Telstra has an investor relations policy governing communications and the provision of information to external parties, including shareholders, brokers and analysts. The aim of this policy is to ensure that we provide investors and the financial community with appropriate and timely information whilst at the same time ensuring that Telstra fulfills its statutory reporting obligations under the Corporations Act and the ASX Listing Rules.

Legal and Regulatory Compliance

Telstra is committed to conducting its business in compliance with its legal and regulatory obligations.  Compliance with these obligations is not just a legal requirement but is integral to Telstra’s commitment to its employees, customers, shareholders and the community. Compliance is a key element of the Telstra Values which are the foundation for its cultural priorities and the way Telstra pursues its vision and mission. Telstra seeks to achieve this through a focus on policies, procedures, work instructions and controls that are intended to ensure that its actions, and those of its employees, are in accordance with these requirements.

The Board and the senior management team are committed to ensuring there is an appropriate compliance framework and complementary controls in place to provide an appropriate level of confidence that the Company is operating in compliance with relevant laws, regulations and industry codes. 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 a regular and comprehensive compliance report summarising our compliance initiatives and issues.

In 2006 Telstra reviewed and refined its internal approach to compliance and from the start of the 2007 fiscal year moved to combine its compliance activities and the related activities supporting corporate ethics under a single Compliance and Corporate Ethics Framework. This framework brings together business units and the individual subject matter specific compliance programs in a more integrated, consistent and collaborative way than in the past.

Telstra has continued its comprehensive program based approach to compliance. This has been fundamental to its approach to compliance for many years and this continues to be a key element of its compliance framework with subject matter experts helping the Company to understand the many legal and regulatory obligations and responsibilities and translate them into appropriate practice. The programs include health, safety and environment, privacy, trade practices, diversity and industry regulation.

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. These Compliance Managers are supported by other personnel at the business unit level with specific responsibility for the implementation of the compliance programs within their business unit. This structure has been designed with the aim of ensuring that each business unit's operations are conducted in accordance with its obligations in an efficient, effective and integrated manner that reflects that business unit’s individual risk profile.

A number of programs, including the privacy compliance program, are subject to periodic, independent external reviews which are intended to:

  • ensure that our approach is comprehensive, robust and rigorous; and
  • to provide an objective view of areas for further improvement.

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 other organisations as part of its approach to corporate social responsibility.

Shareholder Communications Strategy

Telstra has implemented a number of initiatives to promote effective communication with its shareholders. These include:

  • maintaining an investor relations website;
  • maintaining a corporate blogging and advocacy website – nowwearetalking.com.au - nowwearetalking is designed to provide shareholders and other interested parties with information about the digital revolution and how it can improve quality of life in the 21st century. nowwearetalking is also designed to increase the level of public dialogue about the future of telecommunications in Australia;
  • writing directly to shareholders twice a year about the half-year and annual financial results in addition to providing them with a copy of the annual review;
  • placing all announcements made to the market, including transcripts of investor and media briefings and related information, on the Company’s website;
  • webcasting and podcasting certain events such as briefings and the annual general meeting;
  • using electronic communications to advise investors, who have provided their email address, of significant matters that may be of interest to them; and
  • writing directly to shareholders on issues relating to them that affect their investment. For example, the acquisition of Soufun.

Telstra is also seeking to encourage its shareholders to receive their communications electronically through participation in the eTree program. Through the eTree program, Telstra currently donates to Landcare Australia:

  • $2 for every shareholder who chooses to receive all of their communications electronically; and
  • $1 for those shareholders who choose just to receive electronic shareholder reports and notices of meetings.

During fiscal 2007, Telstra donated over $29,000 to Landcare Australia through this initiative.

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