Telstra 2008 Annual Report Download - page 83

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Telstra Corporation Limited and controlled entities
Remuneration Report
Remuneration Report2
This section of the Remuneration Report provides full detail on the amount of remuneration paid to Telstra’s directors and senior
executives, as well as the strategy behind the Remuneration Plan.
1. Non-Executive Directors
1.1 Remuneration policy and strategy
In determining the required level for the fee pool and individual director fee levels, the Remuneration Committee makes
recommendations to the Board, and in the case of the fee pool, the Board makes a recommendation to shareholders.
Our non-executive directors are remunerated in accordance with our constitution, which provides for:
• an aggregate pool of fees, set and varied only by approval of a resolution of shareholders at the annual general meeting
(AGM); and
• the Board to determine how fees are allocated among the directors within the fee pool, based on independent advice and
market practice; and
• the total non-executive director fees not to exceed the annual limit of $3,000,000 per annum, which was approved by
shareholders at the AGM in November 2007.
1.2 Remuneration structure
Telstra’s non-executive directors will continue to be remunerated with set fees. This enables Telstra’s non-executive
directors to maintain their independence and impartiality when making decisions about the future direction of the
company. Non-executive directors must receive at least 20 per cent of their fees in the form of Telstra shares to align their
interests with those of our shareholders.
All Board and Committee fees, including superannuation, paid to non-executive directors in fiscal 2008 remain within the
approved fee pool. Board fees were increased in fiscal 2008 effective from 1 July 2007.
During fiscal 2008 the Board approved an increase in Directors’ fees effective from 1 July 2008. The increase is within the overall
annual limit of $3,000,000 approved by shareholders in November 2007.
Board fees
Committee fees
Board members, excluding the Chairman, are paid the following additional fees for service on Board committees:
2. The information provided in this Remuneration Report has been audited as required by section 308 (3C) of the Corporations Act 2001. This Report
forms part of the Directors’ Report for the year ended 30 June 2008.
Chairman Director
Board (fiscal 2008) $600,000 $200,000
Board (from 1 July 2008) $660,000 $220,000
Committee Chairman Member
Audit Committee $70,000 $35,000
Remuneration Committee $40,000 $20,000
Nomination Committee - $7,000
Technology Committee $7,000 $7,000