Telstra 2007 Annual Report Download - page 79

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Telstra Corporation Limited and controlled entities
Directors’ Report
• directors, secretaries and executive officers of a related body corporate of the Telstra Entity (other
than a wholly owned subsidiary) while the director, secretary or executive officer was also an
employee of the Telstra Entity or a director or employee of a wholly owned subsidiary of the Telstra
Entity (other than Telstra Entity directors); and
• employees of Telstra appointed to the boards of other companies as our nominees.
Each of these deeds provides an indemnity on substantially the same terms as the indemnity provided in the
constitution in favour of officers. The indemnity in favour of directors also gives directors a right of access
to Board papers and requires Telstra to maintain insurance cover for the directors.
Additionally, Telstra has executed an indemnity in favour of employees (including executive officers other
than directors) in respect of certain liabilities incurred in the formulation, entering into or carrying out, of a
Telstra Sale Scheme (as defined in the Telstra Corporation Act 1991 (Cwth)). The indemnity is subject to an
exclusion for liabilities arising out of conduct involving a lack of good faith.
In April 2006, the Commonwealth Government also executed a Deed of Indemnity in favour of the directors
of Telstra to cover liabilities incurred by those directors in connection with a Telstra Sale Scheme. This
indemnity is subject to certain limited exclusions described in the Deed. The Commonwealth also executed
a similar indemnity in favour of “ Telstra Executives” (as defined in the Deed).
Directors’ and officers’ insurance
Telstra maintains a directors' and officers' insurance policy that, subject to some exceptions, provides
worldwide insurance cover to past, present or future directors, secretaries or executive officers of the Telstra
Entity and its subsidiaries. Telstra has paid the premium for the policy. The directors' and officers' insurance
policy prohibits disclosure of the premium payable under the policy and the nature of the liabilities insured.
Environmental regulation and performance
Telstra’s operations are subject to some significant environmental regulation under Commonwealth, State
and Territory law, particularly with regard to:
• the impact of the rollout of telecommunications infrastructure;
• energy and water efficiency;
• packaging of products;
• site contamination; and
• waste management.
Telstra has established procedures to monitor and manage compliance with existing environmental
regulations and new regulations as they come into force.
The directors are not aware of any significant breaches of environmental regulation during the financial
year.
Auditor
During fiscal 2007, the Auditor-General of Australia resigned as Telstra’s external auditor following the
completion of the Government sale of its remaining shareholding in us. Ernst & Young have been appointed
as Telstra’s external auditor, having acted as agent for the Auditor-General to assist in performing
independent external audit duties since fiscal 2000. The directors have appointed Ernst & Young for the fiscal
2008 and 2009 years, subject to shareholder approval at the Annual General Meeting in November 2007.
Non-audit services
During fiscal 2007, our auditor Ernst & Young has been employed on assignments additional to their
statutory audit duties.