Telstra 2011 Annual Report Download - page 66

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
Compliance with the ASX Principles and
Recommendations
The table below is provided to facilitate your
understanding of Telstra’s compliance with the ASX
Principles and Recommendations*.
Recommendation Please refer to the following sections of the
Corporate Governance Statement
Recommendation 1.1:
Companies should establish the functions reserved to the board
and those delegated to senior executives and disclose those
functions.
3See “Role and Responsibilities of the Board”.
See also the Board Charter including Appendix 1
which is available on our website.
Recommendation 1.2:
Companies should disclose the process for evaluating the
performance of senior executives.
3See the Remuneration Report (in particular, page
70) which forms part of the Directors’ Report.
Recommendation 2.1:
A majority of the board should be independent directors.
3See “Director Independence”.
Recommendation 2.2:
The chair should be an independent director.
3See “Role of the Chairman".
Recommendation 2.3:
The roles of chair and chief executive officer should not be
exercised by the same individual.
3See “Role of the Chairman".
Recommendation 2.4:
The board should establish a nomination committee.
3See “Nomination Committee”.
See also the Nomination Committee Charter which
is available on our website.
Recommendation 2.5:
Companies should disclose the process for evaluating the
performance of the board, its committees and individual
directors.
3See “Performance Evaluation”.
Recommendation 3.1:
Companies should establish a code of conduct and disclose the
code or a summary of the code as to:
• The practices necessary to maintain confidence in the
company’s integrity;
• The practices necessary to take into account their legal
obligations and the reasonable expectations of their
stakeholders; and
• The responsibility and accountability of individuals for
reporting and investigating reports of unethical
practices.
3See “Telstra Values, the Telstra Group Code of
Conduct & Business Principles, and other Company
Policies”.
See also the Telstra Group Code of Conduct &
Business Principles which are available on our
website.
Recommendation 3.2:
Companies should establish a policy concerning trading in
company securities by directors, senior executives and
employees, and disclose the policy or a summary of that policy.
3See “Securities Trading”. See also our securities
trading policy which is available on our website.
Recommendation 4.1:
The board should establish an audit committee.
3See “Audit Committee”.
Recommendation 4.2:
The audit committee should be structured so that it:
• consists only of non-executive directors;
• consists of a majority of independent directors;
• is chaired by an independent chair, who is not chair of
the board; and
• has at least three members.
3See “Audit Committee”.
* The table includes all recommendations in the ASX Principles and Recommendations other than the “Guide to Reporting” recommendations.