Telstra 2013 Annual Report Download - page 38

CORPORATE GOVERNANCE
STATEMENT
36 Telstra Annual Report 2013 Telstra Corporation Limited and controlled entities
Audit Committee Nomination Committee Remuneration Committee
Roles and Responsibilities
The Audit Committee: • assists the Board in discharging its responsibilities by
monitoring and advising on matters relating to financial reporting, risk management, compliance, external audit, internal control, internal audit, corporate governance and matters that may significantly impact the financial condition or affairs of the business
• is responsible for overseeing Telstra’s compliance with its
Structural Separation Undertaking (SSU) and the activities of the Director of Equivalence
• provides a forum for communication between the Board,
management and both the internal and external auditors, and
• provides a conduit to the Board for external advice on
audit, risk management and compliance matters.
The Nomination Committee monitors and advises on: • composition and performance of the
Board, including Board diversity
• Director independence • appointment of the CEO and CEO
succession planning
• CEO and Company Secretary
performance, and
• outside directorship requests from
executives in relation to publicly listed companies or managers of listed managed investment schemes.
The Remuneration Committee monitors and advises on: • remuneration of the Board, CEO and Company
Secretary
• performance and remuneration of senior
management
• remuneration strategies, practices and disclosures
generally
• work health and safety • diversity (excluding Board diversity) • employee equity plans, and • management succession, capability and talent
development.
The Committee also exercises the administrative powers delegated to it by the Board under our equity plans.
Composition
Composition requirements include: • there must be at least three independent Directors on the
Committee
• each member must 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
• at least one member must be a qualified accountant or
other finance professional with experience of financial and accounting matters, and
• the Chairman must be an independent Director who is not
Chairman of the Board.
Our Audit Committee structure complies with the ASX Listing Rules.
Composition requirements include there must be at least three independent Directors on the Committee, including the Chairman of the Board.
Composition requirements include: • there must be at least three independent Directors on
the Committee, including the Chairman of the Board, and
• each member is expected to be familiar with the legal
and regulatory disclosure requirements in relation to remuneration and have adequate knowledge of executive remuneration issues, including executive retention and termination policies, and short term and long term incentive arrangements.
Our Remuneration Committee structure complies with the ASX Listing Rules.
Membership as at 30 June 2013
Nora Scheinkestel (Chairman) Catherine Livingstone Russell Higgins Margaret Seale
Catherine Livingstone (Chairman) Geoffrey Cousins John Mullen Steven Vamos
John Mullen (Chairman) Catherine Livingstone Geoffrey Cousins Steven Vamos
Consultation
• Other members of the Board may attend Audit Committee
meetings and the Audit Committee may ask management, the external auditor and others to attend meetings and provide any required advice.
• The Audit Committee regularly meets with the internal
auditor and the external auditor in the absence of management.
Other members of the Board may attend Nomination Committee meetings, which are scheduled to co-incide with Board meetings to enable all Board members to attend. The Nomination Committee can also invite other people, including any Telstra employees, to attend all or part of its meetings provided that the person is not present for consideration of any item in which they have a material personal interest.
• Other members of the Board may attend
Remuneration Committee meetings. The Remuneration Committee may also invite other people, including any Telstra employees, to attend all or part of its meetings provided that the person is not present for consideration of any item in which they have a material personal interest. This ensures that no senior executive is directly involved in deciding their own remuneration.
• The Remuneration Committee obtains external
advice from independent remuneration consultants in determining Telstra’s remuneration practices where considered appropriate.