Telstra 2009 Annual Report Download - page 79

64
Telstra Corporation Limited and controlled entities
Remuneration Report
1. Introduction
The Directors of Telstra present the Remuneration Report (the
Report) prepared in accordance with section 300A of the
Corporations Act for the Company and the consolidated entity
for the year ended 30 June 2009 (fiscal 2009).
The information provided in this Report has been audited as
required by section 308(3C) of the Corporations Act. This Report
forms part of the Directors' Report.
2. Key Management Personnel (KMP)
KMP comprise the Directors of the Company and Senior
Executives. The term "Senior Executives" refers to:
• The Chief Executive Officer; and
• All other executives who fall within the definition of
key management personnel of the Group (being those
persons with authority and responsibility for
planning, directing and controlling the activities of
the Company and the Group, directly or indirectly).
The Senior Executives disclosed in this Report are as follows:
This list includes the five highest paid company and group
executives for the 2009 fiscal year. On 1 July 2009, Mr Paul
Geason was appointed GMD Telstra Wholesale and is
considered a KMP from that date forward.
Tables 9.1 (Senior Executives) and 9.2 (Non-executive
Directors) provide details of the period during which an
individual has held a particular KMP position (or more than one
position) during fiscal 2009.
3. Principles and Structure of Senior Executive
Remuneration
3.1 Key Principles
Total Remuneration comprises fixed remuneration, short term
incentives and long term incentives. The key principles of our
remuneration philosophy have been developed to:
• Provide market competitive remuneration to attract,
motivate, and retain highly skilled senior executives;
and
• Link a significant component of remuneration that is
at-risk to annual performance results and longer term
shareholder value.
3.2 Fixed Remuneration
Fixed remuneration is made up of base salary (including salary
sacrifice benefits and applicable fringe benefits tax) and
superannuation.
The level of fixed remuneration is set based on the Senior
Executive's responsibilities, performance, qualifications, and
experience. Telstra benchmarks its Senior Executives' fixed
remuneration against both international telecommunication
firms and organisations within the ASX 20 based on market
data provided by Egan Associates, an independent external
remuneration consultant, and publicly disclosed
remuneration information.
Against the background of the global financial crisis and the
resultant impact on the Australian economy, Senior
Executives will receive no increase to their fixed remuneration
as part of the fiscal 2010 remuneration review process except
where they have been promoted into a new position or have
had a significant increase in the scope of their responsibilities.
3.3 Short Term Incentive Plan (STI)
The STI is an annual "at-risk" component of remuneration for
the Senior Executives and is delivered in cash (and incentive
shares for STI plans prior to 1 July 2008). Senior Executives are
paid an annual STI only when they have exceeded threshold
targets linked to Telstra's financial performance and individual
key performance indicators. For fiscal 2009, the financial
performance measures were set in accordance with Telstra's
strategy.
The fiscal 2009 performance measures of the STI Plan relate to
Free Cashflow, EBITDA Margin, Total Income, Mobile Services
Retail Revenue, PSTN (Public Switched Telephone Network)
Revenue and Individual Accountabilities.
For the Sensis Chief Executive Officer, the above measures
comprise 20 per cent of the STI plan with the remainder
covering Sensis Revenue, Sensis EBITDA, and the Individual
Accountabilities. For the GMD - Telstra Wholesale, Mobile
Services Retail Revenue is substituted by Telstra Wholesale
EBIT Contribution.
Name Most Recent KMP Position Title
David Thodey Chief Executive Officer
Bruce Akhurst Chief Executive Officer - Sensis
Nerida Caesar Group Managing Director (GMD) - Telstra
Enterprise & Government
Kate McKenzie GMD - Telstra Wholesale
Justin Milne GMD - Telstra Media
David Moffatt GMD - Telstra Consumer
Michael Rocca GMD - Telstra Networks and Services
Deena Shiff GMD - Telstra Business
John Stanhope CFO and GMD - Finance and Administration
Solomon Trujillo Former Chief Executive Officer (to 15 May
2009)
Gregory Winn Former Chief Operations Officer (to 31
January 2009)