Telstra 2012 Annual Report Download - page 66

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
Compliance with the ASX Principles and
Recommendations
The table below is provided to facilitate your understanding of
Telstra’s compliance with the ASX Principles and
Recommendations*.
Recommendation Please refer to the following sections of the
Corporate Governance Statement
Recommendation 1.1:
Companies should establish the functions reserved to the board
and those delegated to senior executives and disclose those
functions.
3See “Role and responsibilities of the Board”.
See also the Board Charter which is available on
Telstra’s website.
Recommendation 1.2:
Companies should disclose the process for evaluating the
performance of senior executives.
3See the Remuneration Report (in particular, page
55) which forms part of the Directors’ Report.
Recommendation 2.1:
A majority of the board should be independent directors.
3See “Director Independence”.
Recommendation 2.2:
The chair should be an independent director.
3See “Role of the Chairman".
Recommendation 2.3:
The roles of chair and chief executive officer should not be
exercised by the same individual.
3See “Role of the Chairman".
Recommendation 2.4:
The board should establish a nomination committee.
3See “Nomination Committee”.
See also the Nomination Committee Charter which
is available on Telstra’s website.
Recommendation 2.5:
Companies should disclose the process for evaluating the
performance of the board, its committees and individual directors.
3See “Performance Evaluation”.
Recommendation 3.1:
Companies should establish a code of conduct and disclose the
code or a summary of the code as to:
• the practices necessary to maintain confidence in the
company’s integrity;
• the practices necessary to take into account their legal
obligations and the reasonable expectations of their
stakeholders; and
• the responsibility and accountability of individuals for reporting
and investigating reports of unethical practices.
3See “Telstra Values, the Telstra Group Code of
Conduct & Business Principles, and other Company
Policies”.
See also the Telstra Group Code of Conduct &
Business Principles which are available on Telstra’s
website.
Recommendation 3.2:
Companies should establish a policy concerning diversity and
disclose the policy or a summary of that policy. The policy should
include requirements for the board to establish measurable
objectives for achieving gender diversity and assess annually
both the objectives and progress in achieving them.
3See “Diversity and Inclusion at Telstra”. See also
Telstra’s diversity policies which are available on its
website.
Recommendation 3.3:
Companies should disclose in each annual report the measurable
objectives for achieving gender diversity set by the board in
accordance with the diversity policy and progress towards
achieving them.
3See “Diversity and Inclusion at Telstra”.
Recommendation 3.4:
Companies should disclose in each annual report the proportion
of women employees in the whole organisation, women in senior
executive positions and women on the board.
3See “Diversity and Inclusion at Telstra”.
Recommendation 4.1:
The board should establish an audit committee.
3See “Audit Committee”.
* The table includes all recommendations in the ASX Principles and Recommendations other than the “Guide to Reporting” recommendations.