Telstra 2009 Annual Report Download - page 58

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
Whistleblower policy and service
We have a whistleblower policy and a confidential
whistleblower service which provides our staff with an avenue
to raise concerns they might have with behaviour that is
potentially illegal, improper or unethical. The whistleblowing
process is supported by an independent service provider who
specialises in receiving sensitive reports or disclosures. All
reports or disclosures are treated as confidential and reports
can be made anonymously. Reports are referred to our Ethics
Committee which is made up of senior managers and oversees
the investigation of these matters and the implementation of
any recommendations considered appropriate.
The Audit Committee oversees the whistleblowing program,
receives regular reports from the Ethics Committee, and
provides an escalation channel for the Ethics Committee where
required. Our whistleblowing policy reflects the Telstra values
of accountability, integrity and leadership, supports our Code
of Conduct and complements existing management structures
and functions.
Share Trading
Telstra's share trading policy prohibits Directors, the CEO,
senior management and certain other employees (and their
associates) from engaging in short-term trading of our
securities, including the acquisition of derivatives and financial
and other products issued or created over Telstra's shares by us
or any third party. This policy also restricts the buying or
selling of Telstra securities to three "window" periods (between
24 hours and one month following the release of the annual
results, the release of the half-yearly results and the close of
the AGM) and at such other times as the Board permits. Trading
during these window periods is subject to the overriding
requirement that buying or selling of Telstra securities is not
permitted at any time by any person who possesses price-
sensitive information which is not generally available in
relation to those securities.
In addition, Directors, the CEO, senior management and
relevant employees must notify the Company Secretary before
they or their close relatives buy or sell our securities. Changes
to the interests of Directors in our securities are, as required by
law, notified to the ASX.
The Company also implemented a policy from 1 October 2008
that prohibits Directors, senior management and other
designated people from using Telstra shares as collateral in
any financial transaction (including margin loan
arrangements) or any stock lending arrangement.
Arrangements that were in place prior to 1 October 2008 which
would otherwise be prohibited by this policy are permitted to
continue until 1 October 2009.
Further, Directors, the CEO, senior management and relevant
employees are prohibited from entering into arrangements
which effectively operate to limit the economic risk of their
security holdings in Telstra allocated under our incentive plans
during the period the shares are held in trust on their behalf by
the trustee or prior to the exercise of any security.
Market disclosure
Telstra has established procedures intended to ensure that it
complies with its market disclosure obligations. In particular, a
comprehensive continuous disclosure procedure is in place.
This is reviewed and updated on a regular basis. The aim of this
procedure is to ensure that price-sensitive information is
released in a timely fashion to the various stock exchanges on
which Telstra's shares and debt securities are listed.
The procedure provides that:
• Board approval and input is required in respect of
announcements that relate to matters that are within
the reserved powers of the Board (and responsibility
for which has not been delegated to management) or
matters that are otherwise of fundamental
significance to Telstra;
• Where Board approval and input cannot be obtained
due to the requirement for immediate disclosure to the
market to ensure compliance with the continuous
disclosure laws, the CEO and CFO may authorise
disclosure prior to Board approval and input;
• The CEO and CFO are responsible for determining
whether a proposed announcement is required to be
considered and approved by the Board;
• Ultimate management responsibility for continuous
disclosure rests with the CEO and the CFO;
• The responsibilities of the Continuous Disclosure
Committee (the Committee), which is chaired by the
Company Secretary, include:
• Ensuring there is an adequate system in place for
the disclosure of all material information to the
ASX; and
• Advising the CEO and the CFO in relation to the
disclosure of information reported to the
Committee;
• The Committee's membership includes the Company
Secretary, a representative of Public Policy and
Communications, the General Counsel - Finance and
Administration, a representative from Finance and
Administration and the General Manager - Investor
Relations or their delegates;
• Senior management (including Group Managing
Directors other than the CFO and their direct reports,
all Group Financial Controllers and certain legal and
regulatory counsel) must immediately inform the
Committee of any potentially price-sensitive
information or proposal as soon as they become
aware of it;