Telstra 2010 Annual Report Download - page 49

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
• Overseeing the review and update of corporate
governance practices and procedures as
necessary to support our commitment to best
practice corporate governance in Australia;
• Monitoring and influencing Telstra’s culture,
reputation and ethical standards;
• Driving Board succession planning; and
• Overseeing shareholder reporting and
communications.
Your Board has adopted a Charter that details its role
and responsibilities. This Charter is available on our
website.
Your Board has delegated responsibility for day-to-day
management of the Company to the CEO and there is a
formal delegations structure in place which sets out the
powers delegated to the CEO and those specifically
retained by the Board. A summary of the powers
retained by the Board is set out in Appendix 1 of our
Board Charter, a copy of which is available on our
website. This is complemented by a formal delegation
structure from the CEO to Telstra employees.
Board membership and size
Telstra’s Constitution requires a minimum of 3
Directors. The maximum number of Directors is fixed
by your Directors from time to time, but may not be
more than 13 unless you, our shareholders, in a general
meeting, resolve otherwise. The Company proposes to
put a resolution to shareholders at the 2010 AGM to
reduce the maximum number of Directors under the
constitution from 13 to 12. Your Directors must not
determine a maximum which is less than the number of
Directors in office at the time the determination takes
effect.
Your Directors may appoint an individual to be a
Director, either as an addition to the existing Directors
or to fill a casual vacancy up to the maximum number.
Any new Director appointed by your Board during the
year is required to stand for election at the next annual
general meeting. Individuals may also nominate
themselves (prior to the AGM and in accordance with
the process outlined in the Constitution) for election as
a Director at the AGM.
Any decision on the appointment of a new Director is
made by your Board on the basis of advice received
from the Nomination Committee.
The tenure of the CEO as a Director is linked to his or
her executive office. Under Telstra’s Constitution, no
other Director may hold office for more than three years
or beyond the third annual general meeting following
their appointment (whichever is the later) without re-
election. In accordance with the ASX Listing Rules, the
Company must hold an election of Directors each year.
If no Director would otherwise be required by Telstra’s
Constitution to submit for election or re-election, then
the procedure in rule 23.4(b) of Telstra’s Constitution
must be followed.
A recommendation to re-elect a Director at the end of
their term is not automatic. Prior to each AGM, your
Board will determine if it will recommend to the
shareholders that they vote in favour of the re-election
of the Directors due to stand for re-election. This
decision is made by your Board, having regard to the
Directors’ annual performance reviews and any other
matters it considers relevant.
The Nomination Committee may negotiate the
retirement or resignation of individual Directors after
consultation with the Board.
Board composition
Your Board’s policy is that the Board needs to have an
appropriate mix of skills, experience, expertise and
diversity (including gender diversity) to be well
equipped to help the Company navigate the range of
challenges that we face.
The skills, experience and expertise which the Board
considers to be particularly relevant include those in the
areas of finance, legal, telecommunications, information
and technology, Government relations and Australian
and international business.
In respect of diversity, the Board considers that
diversity includes differences that relate to gender, age,
ethnicity, disability, sexual orientation and cultural
background. It also includes differences in background
and life experience, communication styles,
interpersonal skills, education, functional expertise and
problem solving skills.
Your Board has an appropriate mix of relevant skills,
experience, expertise and diversity. This enables it to
discharge its responsibilities and deliver the corporate
objective, as well as seek new ways of driving
performance through innovation and entrepreneurship.
Since 1 July 2009, three new non-executive Directors
have been appointed to the Telstra Board:
• Russell Higgins – appointed to the Board
effective 15 September 2009 and endorsed by
shareholders at the 2009 AGM. Mr Higgins has
extensive experience in regulated utility sectors
and has worked at very senior levels of both
government and private sectors;
• Steve Vamos – appointed to the Board effective
15 September 2009 and endorsed by
shareholders at the 2009 AGM. Mr Vamos is a
30 year veteran of the information technology
industry with significant experience in internet
and online media; and
• Nora Scheinkestel – appointed to the Board
effective 12 August 2010 and subject to
shareholder approval at Telstra’s 2010 AGM to
be held on 19 November 2010. Dr Scheinkestel
has significant expertise in the financial sector,
as well as broad experience as a director of large
Australian companies operating in increasingly
competitive markets.