Telstra 2007 Annual Report Download - page 61

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Telstra Corporation Limited and controlled entities
Corporate Governance and Board Practices
Nomination Committee
Role and responsibilities of the Nomination Committee
The Nomination Committee is a committee of the Board established to assist the Board in discharging its
responsibilities by monitoring and advising on:
• composition and performance of the Board;
• director independence; and
• appointment of the CEO.
Composition and membership of the Nomination Committee
It is Board policy that the Nomination Committee is comprised of at least three Board members including the
chairman of the Board, all of whom are independent as defined in the Board Charter.
Each member is expected to:
• have a reasonable knowledge of Telstra and the industries in which we operate; and
• have the capacity to devote the required time and attention to prepare for and attend committee
meetings.
Meetings of the Nomination Committee
Meetings are held on a regular basis, as determined annually in advance by the Board. Additional meetings
are also held if required.
Other members of the Board are entitled to attend Nomination Committee meetings and the Nomination
Committee may invite other people including any of our employees to its meetings, as it deems necessary.
However, if a person has a material personal interest in a matter that is being considered at a meeting, he/
she must not be present for consideration of that matter.
Remuneration Committee
Role and responsibilities of the Remuneration Committee
The Remuneration Committee is a committee of the Board established to assist the Board in discharging its
responsibilities by monitoring and advising on:
• remuneration of the Board;
• performance and remuneration of the CEO;
• performance and remuneration of senior management;
• remuneration strategies, practices and disclosures generally; and
• employee share and option plans.
The Committee also exercises the administrative powers delegated to it by the Board under our share option
plans and, in certain circumstances, makes offers to employees under those plans.
During the 2007 financial year, the Nomination Committee comprehensively addressed its responsibilities under its charter which
is available at www.telstra.com.au/abouttelstra/corp/governance/documents.cfm
During the 2007 financial year, the Remuneration Committee comprehensively addressed its responsibilities under its charter
which is available at www.telstra.com.au/abouttelstra/corp/governance/documents.cfm. See also the 2007 Remuneration report
which forms part of the Directors’ Report.