Telstra 2009 Annual Report Download - page 53

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
Role of the Chairman
The Chairman must be an independent Director and is
appointed by your Board. Telstra's Chairman, Catherine
Livingstone, is an independent non-executive Director. She has
been a Director of Telstra since 2000 and was elected Chairman
in 2009.
The Chairman's principal responsibilities are to ensure that the
Board fulfils its obligations under the Board Charter and as
required under relevant legislation and to provide appropriate
leadership to your Board and Telstra. The Chairman's specific
responsibilities include:
• Representing the views of your Board to all
shareholders and maintaining appropriate ongoing
contact with major shareholders to ensure your Board
understands their views;
• Establishing the timetable and working with the CEO
and Company Secretary to agree the agenda for Board
meetings;
• Chairing Board meetings, non-executive Directors'
meetings and shareholder meetings;
• Facilitating Board and non-executive Directors'
meetings to ensure:
• The discussions are conducted in an open and
professional manner where Directors are
encouraged to express their views, leading to
objective, robust analysis and debate; and
• The core issues facing Telstra are addressed;
• Working with the CEO to ensure the CEO provides the
Board with the information it requires to contribute
effectively to the Board decision making process and
to monitor the effective implementation of Board
decisions;
• Maintaining a regular dialogue and mentoring
relationship with the CEO and senior management,
serving as the primary link between your Board and
management and providing continuity between
Board meetings;
• Guiding and promoting the on-going effectiveness
and development of your Board and individual
Directors; and
• Ensuring the meetings of shareholders are conducted
in an open and proper manner with appropriate
opportunity to ask questions.
Director Independence
Your Board recognises the important contribution
independent Directors make to good corporate governance.
All Directors, whether independent or not, are required to act in
the best interests of the Company and to exercise unfettered
and independent judgment.
Your Board's current policy is that the CEO and the Chief
Financial Officer (CFO) are the only executive Directors and
that the non-executive Directors should also be independent
Directors, as defined in the Board Charter. With the exception
of the CEO and CFO, all Directors are non-executive Directors
and have been determined by your Board to be independent.
The Board, at least annually, assesses the independence of
each non-executive Director. In assessing each non-executive
Director's independence, your Board has regard to the specific
set of considerations set out in the Board Charter. These
considerations are consistent with those set out in the ASX
Principles & Recommendations.
In our view, consistent with the ASX Principles and
Recommendations, independent directors are not members of
management and are free of any business or other relationship
that could materially interfere with, or reasonably be
perceived to materially interfere with, the exercise of the
Director's unfettered and independent judgment and ability to
act in the best interests of the Company. Materiality is
assessed on a case-by-case basis from the perspective of both
Telstra and the relevant Director and consideration is given to
both qualitative and quantitative factors.
Your Board's Charter provides that if at any time during the
year a Director ceases or may have ceased to be independent,
he/she is required to advise the Chairman immediately. Where
the Board determines a Director is no longer independent, an
announcement will be made to the market.
During fiscal 2009, no non-executive Director had any
relationships that could materially interfere, or be perceived to
materially interfere with the Director's unfettered and
independent judgement.
Board Meetings
Your Board meets to discuss strategic matters, business
performance oversight, senior executive appointments,
performance and remuneration, financial matters, risk
management, compliance, and relationships with
stakeholders. It has scheduled meetings and meets on other
occasions to deal with specific matters that need attention as
required. Your Board liaises with senior management outside
Board meetings where appropriate, and may consult with
other Telstra employees and advisers and seek additional
information.
Details of the number of meetings held by your Board during
fiscal 2009 and attendance by Board members are set out in the
Directors' Report.
The Board and the Company Secretary
The Company Secretary plays an important role in supporting
the effectiveness of the Board by monitoring that Board policy
and procedures are followed, and co-ordinating the
completion and despatch of Board agendas and materials in a
timely manner. All directors have access to the Company
Secretary and effective 1 July 2009, the reporting relationship