Telstra 2008 Annual Report Download - page 51

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Telstra Corporation Limited and controlled entities
Corporate Governance and Board Practices 2008
are compatible with auditor independence. Details of the process for approving and the amounts paid or payable to the auditor
for non-audit services provided during the year are disclosed in Note 8 to the financial statements.
Telstra shareholders appointed Ernst & Young as the Company’s external auditor at the 2007 Annual General Meeting following
the resignation of the Australian National Audit Office at the conclusion of T3. The Audit Committee will consider whether to offer
the external audit for tender for the 2010 financial year.
In accordance with the requirements of the Corporations Act 2001, at the completion of a five year term, the lead Ernst & Young
audit partner rotated upon the signing of the audit opinion for the 2007 financial year.
The external auditors attend the annual general meeting and are available to answer your questions as shareholders about the
conduct of the audit and the preparation and content of the auditor’s report.
Nomination Committee
Role and responsibilities of the Nomination Committee
The Nomination Committee monitors and advises on:
• Board composition and performance;
• Director independence; and
• Appointment of the CEO.
During the 2008 financial year, the Nomination Committee comprehensively addressed its responsibilities under its Charter.
Composition and membership of the Nomination Committee
It is your Board’s policy that the Nomination Committee is comprised of at least three independent Directors including the
Chairman of the Board.
Each member is expected to:
• Have a reasonable knowledge of Telstra and the industries in which it operates; and
• Have the capacity to devote the required time and attention to prepare for and attend Committee meetings.
Meetings of the Nomination Committee
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 can attend Nomination Committee meetings and the Committee can invite others, including any
Telstra employees, 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, they must not be present for consideration of that matter.
The Board’s policy and procedure for the selection, nomination and appointment of Directors is discussed in further detail on
pages 43 and 44.
Remuneration Committee
Role and responsibilities of the Remuneration Committee
The Remuneration Committee monitors and advises on:
• Board remuneration;
• CEO performance and remuneration;
• The performance and remuneration of key management personnel and any other members of the management team the
Remuneration Committee determines should be subject to its supervision;
• Remuneration strategies, practices and disclosures; and
• Employee share and option plans.
The Committee also exercises the administrative powers delegated to it by your Board under Telstra’s share option plans and, in
certain circumstances, makes offers to employees under those plans.
During the 2008 financial year, the Remuneration Committee comprehensively addressed its responsibilities.