Telstra 2010 Annual Report Download - page 56

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
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 restricts the buying or
selling of Telstra securities by Directors, the CEO, senior
management and certain other designated employees
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 policy also prohibits Directors, senior management
and other designated people from using Telstra shares
as collateral in any financial transaction (including
margin loan arrangements) and from engaging in any
stock lending arrangements in relation to Telstra
shares.
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.
Telstra is currently reviewing its share trading policy
following the recent release by the ASX of its
amendments to the ASX Listing Rules and associated
guidance note which require the adoption and disclosure
of a company trading policy. These amendments to the
ASX Listing Rules come into effect on 1 January 2011.
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 and 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 continuous disclosure 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, the Executive Director -
Communications, the General Counsel - Finance
and Administration, the Deputy CFO and the
Director - 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;
• Where material information has originated in the
office of the CEO or the CFO or has been
reported directly to them, the CEO or CFO may,
at their discretion, seek the advice of, or a
recommendation from, the Committee in
deciding whether to make or approve an ASX
announcement in relation to that material
information;
• If the matter is disclosable, an announcement is
prepared and immediately sent via the Company
Secretary’s office electronically to all relevant
stock exchanges.
Telstra has implemented several practices internally to
keep the Committee informed about potentially
disclosable matters and to reinforce the importance of
its continuous disclosure obligations. These practices
are reviewed regularly and include:
• Every Director is made aware of our continuous
disclosure obligations upon taking office and
each member of senior management undertakes
training with the General Counsel - Finance and