Telstra 2013 Annual Report Download - page 46

DIRECTORS'
REPORT
44 Telstra Annual Report 2013 Telstra Corporation Limited and controlled entities
Directors’ and officers’ indemnity
Constitution
Telstra’s constitution provides for it to indemnify each officer, to
the maximum extent permitted by law, for any liability and legal
costs incurred as an officer of Telstra or a related body corporate.
If one of Telstra’s officers or employees is asked by Telstra to be a
director or other officer of a company which is not related to it,
Telstra’s constitution provides for it to indemnify the officer or
employee for any liability he or she incurs. This indemnity only
applies if the liability was incurred in the officer’s or employee’s
capacity as an officer of that other company. This indemnity is to
the maximum extent permitted by law, as if that liability had been
incurred in the capacity as an officer of Telstra. Telstra’s
constitution also allows it to indemnify employees and outside
officers in some circumstances. The terms "officer", "employee"
and "outside officer" are defined in Telstra’s constitution.
Deeds of indemnity in favour of directors, officers and
employees
Telstra has also executed deeds of indemnity in favour of
(amongst others):
• Directors of Telstra (including past Directors);
• secretaries and executive officers of Telstra (other than Telstra
Directors) and directors, secretaries and executive officers of
Telstra’s wholly owned controlled entities;
• directors, secretaries and executive officers of a related body
corporate of Telstra (other than a wholly owned controlled
entity) while the director, secretary or executive officer was
also an employee of Telstra or a director or employee of a wholly
owned controlled entity of Telstra (other than Telstra
Directors); and
• the officers listed above (other than Telstra Directors) and
certain employees of Telstra or a related body corporate of
Telstra who are appointed as directors of a company which is
not a related body corporate of Telstra, at the request of
Telstra.
Each of these deeds provides an indemnity as permitted under
Telstra’s constitution and the Corporations Act 2001. The term
“executive officer” is defined in the relevant deed of indemnity. The
deeds in favour of Directors of Telstra also give Directors certain
rights of access to Telstra’s books and require it to maintain
insurance cover for the Directors.
Additionally, Telstra has executed an indemnity in favour of
employees (including officers other than Directors) in respect of
certain liabilities incurred in the formulation, entering into or
carrying out, of a Telstra Sale Scheme (as defined in the Telstra
Corporation Act 1991 (Cth)). This indemnity is provided as
permitted under Telstra’s constitution and the Corporations Act
2001. Although all Telstra Sale Schemes conducted by the
Commonwealth Government have been completed, the indemnity
will remain in place while it is possible for claims to arise under a
Telstra Sale Scheme.
Telstra has also executed a deed of indemnity in favour of certain
employees (including certain officers), in respect of liabilities and
legal costs which may be incurred as part of the NBN transaction.
The indemnity is to the maximum extent permitted by law and is
subject to the employee performing his or her duties such as
acting in good faith and complying with all applicable laws.
Directors’ and officers’ insurance
Telstra maintains directors' and officers' insurance policies that,
subject to some exceptions, provide worldwide insurance cover to
past, present and future directors, secretaries and officers and
certain employees of Telstra and its controlled entities. Telstra
has paid the premiums for the policies. The directors' and officers'
insurance policies prohibit disclosure of the premiums payable
under the policies and the nature of the liabilities insured.
Environmental regulation and performance
Telstra’s operations are subject to significant environmental
regulation under Commonwealth, State and Territory law,
particularly with regard to:
• the impact of the installation and maintenance of
telecommunications infrastructure;
• energy and water efficiency;
• mandatory reporting of a range of environmental matters
including energy use and greenhouse gas emissions;
• packaging of products;
• procurement of services;
• site contamination and pollution; and
• waste management.
Telstra is subject to the Energy Efficiency Opportunities Act 2006
(Cth), requiring robust systems for the identification and
evaluation of cost-effective energy saving opportunities. Telstra
registered on 31 March 2007 and has submitted annual public and
bi-annual government reports to the Department of Resources
Energy and Tourism, meeting all legislative requirements. Telstra
completed its first five year cycle in 2011 and has transitioned into
the second five year cycle with the Assessment and Reporting
Schedule approved in June 2013.
Telstra is subject to the National Greenhouse and Energy
Reporting Act 2007 (Cth), requiring annual reporting of
greenhouse gas emissions, energy consumption and energy
production for activities under Telstra’s control. Telstra registered
prior to 31 August 2009, and has reported to the Department of
Climate Change and Energy Efficiency/Clean Energy Regulator on
an annual basis. The next report is due on 31 October 2013, and
will be supported with an independent assurance audit to a
reasonable assurance standard.
Telstra has well established systems and procedures to monitor
and manage compliance with existing environmental regulations
and new regulations as they come into force. Telstra keeps its
systems and procedures under review and works with regulators
and other relevant stakeholders to respond appropriately to
environmental issues that arise across its operations, as it has
done during the year in relation to the management of remediation
of telecommunications pits, some of which contain asbestos fibre
cement. Telstra has not been prosecuted for, or convicted of, any
significant breaches of environmental regulation during the
financial year.