Telstra 2007 Annual Report Download - page 58

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Telstra Corporation Limited and controlled entities
Corporate Governance and Board Practices
The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and
has the ability to retain, at Telstra’s expense, any legal, accounting or other advisers, consultants or experts
as it considers necessary or appropriate in the performance of its duties. All committees of the Board have
access to independent professional advice on this basis.
In addition, each director has the right to seek independent professional advice at Telstra’s expense, subject
to the prior approval of the chairman.
Committees of the Board
There are four standing committees:
• Audit Committee;
• Nomination Committee;
• Remuneration Committee; and
• Technology Committee.
Details of the members of the Board committees during fiscal 2007 and their qualifications, committee
meetings held in fiscal 2007 and the attendance of each committee member are set out in the Directors’
report. The Board receives a report from a committee on its activities after each committee meeting.
Each committee operates in accordance with a written charter approved by the Board. The Board appoints
the members and the chairman of each committee. Membership of the Audit, Nomination and
Remuneration Committees is confined to directors who are determined by the Board to be independent as
defined in the Board Charter.
The role, function, charter, performance and membership of each committee are reviewed on an annual
basis as part of the Board’s evaluation process. Each committee:
• assesses its performance against the requirements of its charter and provides regular reports to the
Board; and
• regularly reviews and assesses the adequacy of its charter, discusses any required changes with the
Board and ensures any revisions to the charter are approved by the Board.
Audit Committee
Role and responsibilities of the Audit Committee
The Audit Committee is a committee of the Board established to:
• assist the Board in discharging its responsibilities by monitoring and advising on:
• financial reporting;
• our overall risk management process and the management of specific risk areas as directed by the
Board;
• the effectiveness and operation of our internal controls over financial operations and reporting;
• the effectiveness and operation of other aspects of our internal control environment as it sees fit;
• compliance with legal and regulatory requirements and company policies;
• the external audit including the external auditors’ qualifications, scope, independence and
performance and the non-audit services disclosures to be made in our annual report including the
reasons for being satisfied that the auditors’ independence was not compromised by the
provision of these services;
The Board committees assist the Board in the discharge of its responsibilities. The role of Board committees
is to advise and make recommendations to the Board.