Telstra 2007 Annual Report Download - page 55

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Telstra Corporation Limited and controlled entities
Corporate Governance and Board Practices
The Board of Directors
Role and responsibilities of the Board
The Board is accountable to shareholders for the management of our business and affairs and is responsible
to shareholders for our 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 excellence in corporate governance;
• 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; and
• 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.
Board membership, size and composition
The Board has a broad range of relevant experience to enable it to discharge its legal obligations, perform
the role set out in its Charter and deliver the corporate objective.
Our 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 13 unless the shareholders, in general meeting, resolve
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. We currently have nine directors on the Board.
The Board 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. The appointment of a new director by the Board
is subject to shareholder ratification through their election by the 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 matters retained by the Board for decision are set out in Appendix 1 to the Board Charter which is available at
www.telstra.com.au/abouttelstra/corp/governance/documents.cfm