Telstra 2015 Annual Report Download - page 48

Directors’ Report
46 Telstra Corporation Limited and controlled entities
Company Secretary
(a) Damien Coleman B Ec, LLB (Hons), FCIS
Damien Coleman was appointed Company Secretary of Telstra
Corporation Limited effective 1 January 2012.
Mr Coleman joined Telstra in 1998 and has served in senior legal
roles across the company, including in Sensis, Mergers and
Acquisitions and Telstra Operations. Most recently, he was
General Counsel, Finance and Administration, Office of the
Company Secretary and National Broadband Network (NBN). In
that role he was responsible for Telstra’s continuous disclosure
compliance and all legal aspects of the Annual Report preparation
and Annual General Meeting, as well as annual financial results
announcements. Mr Coleman also played a key role in the
negotiation of the Definitive Agreements for Telstra’s participation
in the rollout of the NBN. Before joining Telstra, Mr Coleman was a
senior lawyer at a leading Australian law firm. He holds a Bachelor
of Economics and a Bachelor of Laws (Hons) from the Australian
National University.
Directors’ and officers’ indemnity and insurance
(a) 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 that 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 applies
only 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.
(b) 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 senior managers of Telstra and directors,
secretaries and senior managers of Telstra’s wholly owned
subsidiaries (other than Telstra Super Pty Ltd)
• directors, secretaries and senior managers of a related body
corporate of Telstra (other than a wholly owned subsidiary)
while the director, secretary or senior manager was also an
employee of Telstra or a director or employee of a wholly owned
subsidiary of Telstra (other than Telstra Super Pty Ltd)
• 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 or secretaries of a
company which is not a related body corporate of Telstra, at the
request of Telstra
• certain employees of non-wholly owned subsidiaries of Telstra
who are appointed as directors of such non-wholly owned
subsidiaries at the request of Telstra.
Each of these deeds provides an indemnity as permitted under
Telstra’s constitution and the Corporations Act 2001
(Corporations Act). The term “senior manager” is defined in the
Corporations Act. 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.
Telstra has also executed a deed of indemnity in favour of certain
employees (including certain officers) in respect of liabilities and
legal costs that 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.
Telstra also has in place other indemnities that have been granted
in the past (and disclosed in previous Directors’ Reports) that are
ongoing but relate to matters that Telstra considers historical.
(c) 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 subsidiaries. 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
Information on Telstra's environmental and sustainability
performance is included in the Sustainability section on pages 27
to 34 of this Annual Report and on the Telstra website.
Telstra, as a minimum, seeks to be compliant with all applicable
environmental laws and regulatory permissions relevant to its
operations. Where instances of non-compliance may occur,
Telstra has procedures requiring that internal investigations are
conducted to determine the cause of the non-compliance and to
ensure that any risk of recurrence is minimised. Telstra
procedures further require that the relevant governmental
authorities are notified of any environmental incidents (where
applicable) in compliance with statutory requirements.
Telstra has not been prosecuted for, or convicted of, any
significant breaches of environmental regulation during the
financial year. On 6 July 2015, Telstra received an infringement
notice penalty of $8,538 for contravention of the Environmental
Protection Act 1994 (Qld) as a result of a diesel spill from a fuel
storage tank at a Telstra site in Cape Kimberly that occurred in
April 2015. Telstra subsequently undertook clean up work to
remediate the site.
In Australia, Telstra is subject to the reporting requirements of
both the Energy Efficiency Opportunities Act 2006 and the
National Greenhouse and Energy Reporting Act 2007.
On the 4th September 2014, the Commonwealth Government
repealed the Energy Efficiency Opportunities Act 2006. The repeal
applied retrospectively effective from 29 June 2014. Telstra has
no outstanding reporting obligations relating to this legislation.
The Commonwealth National Greenhouse and Energy Reporting
Act 2007 requires Telstra to report its annual Australian
greenhouse gas emissions, energy consumption and energy
production. Telstra has implemented systems and processes for
the collection and reporting of data and has, in accordance with
our obligations, reported to the Clean Energy Regulator on an
annual basis. The next report is due on 31 October 2015 and will
again be supported with an independent assurance audit to a
reasonable assurance standard.