Telstra 2012 Annual Report Download - page 67

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Telstra Corporation Limited and controlled entities
Corporate Governance Statement
Recommendation Please refer to the following sections of the
Corporate Governance Statement
Recommendation 4.2:
The audit committee should be structured so that it:
• consists only of non-executive directors;
• consists of a majority of independent directors;
• is chaired by an independent chair, who is not chair of the
board; and
• has at least three members.
3See “Audit Committee”.
Recommendation 4.3
The audit committee should have a formal charter.
3See “Audit Committee”.
See also the Audit Committee Charter which is
available on Telstra’s website.
Recommendation 5.1:
Companies should establish written policies designed to ensure
compliance with ASX Listing Rule disclosure requirements and to
ensure accountability at a senior executive level for that
compliance and disclose those policies or a summary of those
policies.
3See the “Market Disclosure” section in “Telstra
Values, the Telstra Group Code of Conduct &
Business Principles, and other Company Policies”.
Recommendation 6.1:
Companies should design a communications policy for promoting
effective communication with shareholders and encouraging their
participation at general meetings and disclose their policy or a
summary of that policy.
3See “Shareholder Communications”.
See also the Telstra Group Code of Conduct &
Business Principles which are available on Telstra’s
website.
Recommendation 7.1:
Companies should establish policies for the oversight and
management of material business risks and disclose a summary
of those policies.
3See “Risk Oversight and Management”.
See also the Telstra Group Code of Conduct &
Business Principles which are available on Telstra’s
website.
Recommendation 7.2:
The board should require management to design and implement
the risk management and internal control system to manage the
company’s material business risks and report to it on whether
those risks are being managed effectively. The board should
disclose that management has reported to it as to the
effectiveness of the company’s management of its material
business risks.
3See “Risk Oversight and Management”.
Recommendation 7.3:
The board should disclose whether it has received assurance
from the chief executive officer (or equivalent) and the chief
financial officer (or equivalent) that the declaration provided in
accordance with section 295A of the Corporations Act is founded
on a sound system of risk management and internal control and
that the system is operating effectively in all material respects in
relation to financial reporting risks.
3See “Risk Oversight and Management”.
Recommendation 8.1:
The board should establish a remuneration committee.
3See “Remuneration Committee”.
See also the Remuneration Committee Charter
which is available on Telstra’s website.
Recommendation 8.2:
The remuneration committee should be structured so that it:
• consists of a majority of independent directors
• is chaired by an independent chair
• has at least three members.
3See “Remuneration Committee”.
See also the Remuneration Committee Charter
which is available on Telstra’s website.
Recommendation 8.3:
Companies should clearly distinguish the structure of non-
executive directors’ remuneration from that of executive directors
and senior executives.
3See the Remuneration Report (in particular pages
57 and 61) which forms part of the Directors’ Report.