Telstra 2012 Annual Report Download - page 56

26
Telstra Corporation Limited and controlled entities
Corporate Governance Statement
The Board and the Company Secretary
The Company Secretary reports directly to the Board through
the Chairman, and all Directors have access to the Company
Secretary. The Board is supported in governance and
administration by the Company Secretary whose
responsibilities include coordinating all Board business,
(including meetings, agendas, board papers and minutes, and
monitoring the completion of actions arising from Board
meetings), retaining independent professional advisers at the
request of the Board, Board Committee or as permitted under
the Board Charter, and attending to certain statutory
requirements relating to Telstra.
Board access to management and independent
professional advice
Directors have complete access to Telstra’s senior
management through the Chairman, CEO or Company
Secretary at any time. In addition to regular presentations by
senior management to Board meetings, Directors may seek
briefings from senior management on specific matters.
The Board has the authority to conduct or direct any
investigation required to fulfil its responsibilities and has the
ability to retain, at Telstra’s expense, such legal, accounting or
other advisers, consultants or experts as it considers necessary
from time to time in the performance of its duties. All
Committees of the Board have access to independent
professional advice on this basis.
In certain circumstances, each Director has the right to seek
independent professional advice at Telstra’s expense within
specified limits.
Performance Evaluation
The Board reviews its performance annually (including its
performance against the requirements of its Charter), the
performance of individual Committees and the performance of
individual Directors, including the performance of the Chairman
as Chairman of the Board.
In recent years, these performance reviews have been
conducted both internally and externally, generally on an
alternating basis. In line with this approach and on the basis that
the fiscal 2011 review was conducted internally, led by the
Chairman, the fiscal 2012 review was facilitated by an external
consultant. The process incorporated a number of components,
including:
• a document review (such as Board agendas and Charters);
• a Board performance survey of Directors and key members
of senior management;
• an in-depth structured interview with each Director and key
members of senior management in relation to Board,
Committee and individual Director/Chairman performance;
• overall Board performance feedback;
• individual feedback to Directors relating to their performance
from the external consultant; and
• a separate consideration by the Board of the performance
review findings in relation to the Chairman, in the absence of
the Chairman, with feedback provided to the Chairman in the
presence of non-executive Directors.
The review included consideration of matters relating to:
• the effectiveness of discussions and debate at Board and
Committee meetings;
• the relationship between the Board and management,
including the level of engagement and flow of information;
and
• Board processes, including level and timeliness of
information provided to the Board.
The findings and recommendations of the external consultant’s
review were provided to the Board. The external consultant
also met separately with each Director to review individual
feedback. As noted above, the Board makes recommendations
to shareholders regarding the re-election of Directors having
regard to the outcome of these reviews.
The overall conclusion of the review was positive and the
recommendations arising from it will be implemented during
fiscal 2013 to support the continued effectiveness of the Board’s
performance.
During fiscal 2012, the Board also implemented the
recommendations arising from the fiscal 2011 performance
reviews.
Declaration of interests
Directors are required to take all reasonable steps to avoid
actual, potential or perceived conflicts of interest. The
Corporations Act, Telstra’s Constitution and Telstra’s Directors’
Interests Policy require the Directors to disclose any conflicts of
interest and, in certain circumstances, to abstain from
participating in any discussion or voting on matters in which they
have a material personal interest.
If a Director believes that he or she may have a conflict of
interest or material personal interest in a matter, the Director is
required to disclose the matter in accordance with the
requirements of the Corporations Act and the Constitution, and
must follow the procedures set out in Telstra’s Directors’
Interests Policy to deal with such circumstances.
BOARD COMMITTEES
Four standing Committees assisted the Board during fiscal
2012:
• Audit Committee;
• Nomination Committee;
• Remuneration Committee; and
• Technology Committee.
The members of each Committee, their qualifications and their
attendance at Committee meetings during the year are set out
in the Directors’ Report. Following each Committee meeting,
the Board receives a report from that Committee on its
deliberations, conclusions and recommendations.