Governance
at Telstra
2023 Corporate Governance Statement
2
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Our governance arrangements and practices play an integral role
in supporting our business and helping us deliver on our strategy.
They provide the structure through which our strategy and
business objectives are set, our performance is monitored, and
the risks we face are managed.
They include a clear framework for decision making and
accountability across our business and provide guidance on the
standards of behaviour we expect of each other.
We review our governance practices in light of current and
emerging corporate governance developments of relevance to
our company, and to reect market practice, expectations and
regulatory changes as appropriate.
This report summarises Telstra’s governance arrangements and
practices during FY23
1
. It has been approved by the Board of
Telstra Group Limited and is current as at 1 September 2023
(unless otherwise stated).
We comply with the fourth edition of the ASX Corporate
Governance Council’s Corporate Governance Principles and
Recommendations (ASX Recommendations), which is reected
in this statement, as well as our Appendix 4G (which summarises
our compliance with the ASX Recommendations).
More information about governance at Telstra (including this
statement and Appendix 4G, our Board and standing Board
Committee Charters and key governance policies) can be found
on our governance website at telstra.com/governance.
We are committed to
excellence in corporate
governance, transparency
and accountability.
This is essential for the long-term performance and sustainability of our company,
and to protect and enhance the interests of our shareholders and other stakeholders.
Our governance
framework includes:
• open, clear and timely
communications with our
shareholders
• a skilled, experienced,
diverse and independent
Board, with a Board
Committee structure suited
to our needs
• clear delegation, decision
making and accountability
frameworks
• robust systems of risk
management and assurance
• Telstra Values and Telstra
Group Code of Conduct and
policy framework which
explain what we stand for as
an organisation and how we
will conduct ourselves as
we work together to deliver
our strategy.
Telstra Group Limited Board
Audit & Risk
Committee
People &
Remuneration
Committee
Nomination
Committee
CEO
CEO Leadership Team
Our People
Shareholders and stakeholders
Independent
assurance and advice
Purpose, values and culture
Strategy and risk management
Policies, systems and processes
Key
Accountability, reportingDelegation, oversight
1. On 31 October 2022, Telstra Group Limited became the new listed head entity of the Telstra Group following implementation of the top hat component of the scheme of arrangement
between Telstra Corporation Limited and its shareholders. Telstra Group Limited has substantially the same corporate governance framework and arrangements as Telstra Corporation
Limited had when it was the listed head entity of the Telstra Group.
3
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
1 | Our Board of Directors
John Mullen Vicki Brady
Eelco Blok
We currently have 10 Directors on our
Board (nine non-executive Directors
and the CEO): Chairman John Mullen,
CEO and Managing Director Vicki Brady
and non-executive Directors Eelco Blok,
Maxine Brenner, Roy Chestnutt, Craig
Dunn, Ming Long, Bridget Loudon,
Elana Rubin, and Niek Jan van Damme.
During FY23, one of our non-executive
Directors retired from the Board and
two new non-executive Directors
were appointed to the Board. Nora
Scheinkestel, having reached the end
of her fourth three-year term as a Director,
retired from the Board on 11 October 2022.
Ming Long joined as a non-executive
Director on 1 January 2023 and Maxine
Brenner joined as a non-executive Director
on 17 February 2023, both of whom will
stand for election at the 2023 AGM.
As noted in our 2023 Notice of Annual
General Meeting, Bridget Loudon and
Elana Rubin, having served three years
on the Board, will stand for re-election
at the 2023 AGM.
On 28 August 2023, John Mullen
announced his intention to retire from
the Telstra Board at the conclusion of
this year’s AGM, after 15 years on the
Board, the past seven as Chairman.
He will be succeeded as Chairman by
current director Craig Dunn.
On 1 September 2022, Vicki Brady
became the new CEO and Managing
Director of Telstra. Vicki replaced
Andrew Penn who retired on 31 August
2022 after more than seven years in
the role.
Further information about our
Directors, including their
qualications, experience and
length of service, can be found in
the Board of Directors section of
our 2023 Annual Report and at
telstra.com.au/aboutus/our-
company/present/the-board.
Roles and responsibilities
The Board
The Board is responsible for managing
Telstra’s business, and is accountable
to shareholders in performing that role.
The Board has a Charter that sets out in
detail its responsibilities, as well as other
matters relating to its composition,
conduct and the arrangements by which
it operates.
The Board’s responsibilities include
setting Telstra’s strategy, approving and
monitoring the implementation of the
corporate plan, selecting and appointing
the CEO, setting Telstra’s risk appetite and
overseeing the management, performance
and governance of Telstra.
The Board has delegated responsibility for
the day to day management of Telstra to
the CEO in accordance with the strategy,
corporate plan and policies approved by
the Board, except for those matters
specically reserved to the Board or its
Committees. Reserved matters include
signicant expenditure and acquisition
and divestment transactions above the
limits delegated to the CEO, material
variations to our strategy and the annual
corporate plan, and capital management
initiatives including the payment of
dividends, share issues and buy-backs and
returns of capital.
The CEO in turn may, and has, delegated
some of these powers to senior
management and others throughout the
organisation under our Telstra delegations
framework.
The CEO is accountable to the Board
for the exercise of the delegated authority
and is responsible for, among other things,
developing and implementing our strategy,
managing the organisation in accordance
with our strategy and corporate plan, and
instilling and reinforcing Telstra’s values
and Code of Conduct. With the support
of senior management, the CEO provides
the Board with reports, briengs and
presentations on a regular basis throughout
the year, and Directors challenge
management and hold them to account.
Our Chairman
Our Chairman, John Mullen, is an
independent non-executive Director.
He has been a Director of Telstra since
July 2008 and was appointed Chairman
in April 2016. As noted above, John Mullen
will retire from the Telstra Board at the
conclusion of this year’s AGM. He will be
succeeded as Chairman by Craig Dunn,
who is also an independent non-executive
Director.
The Chairman’s overarching responsibilities
are to provide appropriate leadership to the
Board and Telstra and to ensure the Board
fulls its obligations under its Charter.
Roy ChestnuttMaxine Brenner
Craig Dunn Elana RubinMing Long AM Niek Jan van DammeBridget Loudon
4
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Our Board and Board Committee Charters, which provide further information about the
roles and responsibilities of the Board, Board Committees, the CEO and management,
are available on our governance website at telstra.com/governance. Information
about our CEO and our leadership team can be found in our 2023 Annual Report and at
telstra.com.au/aboutus/our-company/present/leadership-team.
FY23 governance activities
Some of the key focus areas of the Board, its Committees and management during the 2023 nancial year included the following:
Our Company Secretary
Our Company Secretary, Sue Laver,
is appointed by the Board and reports
directly to the Board through the
Chairman. All Directors have access to
the Company Secretary. The Company
Secretary’s role includes advising the
Board and its Committees on governance
matters, monitoring that Board and
Committee policies and procedures are
followed, coordinating all Board business
and providing a point of reference for
dealings between the Board and
management.
Strategy and performance
During the year we welcomed a transition
in our leadership team with Vicki Brady’s
succession to the role of CEO and Managing
Director and Michael Ackland becoming CFO
on 1 September 2022.
Our results for the year show continued
growth on a reported and underlying basis,
with positive momentum across our key
indicators. We maintained our disciplined
approach, and our nancial performance
enabled the Board to resolve to pay a nal
dividend for FY23 of 8.5 cents per share,
returning $2.0 billion to shareholders over
FY23 when combined with the interim
dividend for FY23.
This momentum is also reected in the
progress we have made in the rst year of
delivery against our T25 strategy to improve
customer experience, build sustainable
growth, enhance our reputation, and further
invest in our network and technology
leadership.
While our overall trajectory is good, we
have some parts of the business performing
well, and others where we continue to see
challenges.
While we still have a lot to deliver, nancial
year 2023 has been an important year. We
re-prioritised the big things that will matter
most for customers, continued to invest in
our network leadership and infrastructure
businesses, and elevated employee
engagement and culture to support these
ambitions.
Board renewal
The Board continues to focus on ongoing
renewal and putting in place the right balance
of experience, expertise and fresh thinking.
Ming Long’s and Maxine Brenner’s
appointments in January and February 2023
respectively have added to the wealth of
experience we have on the Board.
On 28 August 2023, John Mullen announced
his intention to retire from the Telstra Board
at the conclusion of this year’s AGM, after
15 years on the Board, the past seven as
Chairman. He will be succeeded as Chairman
by current director Craig Dunn.
People and culture
Our people – and the culture we collectively
create and live – are among the cornerstones
of our T25 and sustainability strategies.
Success will rely upon us building a team
with the right talent, but also a culture
where those people share our values and
expectations and are proud to work.
We continue to focus on attracting,
developing and retaining the workforce
required to achieve our strategic objectives,
as well as having eective leadership that
develops the culture of simplicity, change,
accountability and collaboration that we
need to embed throughout our organisation.
We continue to invest strongly in our people
and in succession planning.
Doing business responsibly
For Telstra, doing business responsibly means
doing the right thing – for our customers,
our people and the communities we serve. We
believe every company has a responsibility to
operate sustainably and think deeply about
the role it plays in society and how it can
create a positive impact. For this reason
‘doing business responsibly’ is one of the key
pillars of our T25 strategy, and the foundation
for our sustainability strategy.
This year, the Board’s sustainability priorities
have included overseeing our refreshed
sustainability strategy and the priority focus
areas for our sustainability program, and
approving an increase in ambition for our
device reuse/recycling and network waste
targets from September 2023 (see the 2023
Bigger Picture Sustainability Report for more
information).
Corporate restructure
Our corporate restructure was completed
during nancial year 2023, and the entities in
the Telstra Group continue to work together
on creating innovative products and services,
supporting customers and delivering an
exceptional customer experience.
Managing our risks
Managing our material risks is an important
part of ensuring the success of our strategy,
as well as enhancing customer experience,
reputation, nancial position, and capacity
to pay dividends.
Privacy, data, and cybersecurity
The information and cybersecurity threat
environment in which we operate continues to
become more complex, both in Australia and
globally. This is taking place at a time when
the demand for, and dependence on, being
able to live, work and learn online and from
anywhere only accelerates. Data privacy,
information security and cybersecurity are
crucial priorities for us.
Protecting the personal information of our
customers and employees is a benchmark of
trust, and we continue to strive to meet our
legal and regulatory obligations in this regard.
5
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
0-3 years (2 Directors)
6-9 years (1 Director)
3-6 years (5 Directors)
9+ years (1 Director)
34–44 (1 Director)
55–64 (4 Directors)
45–54 (1 Director)
65–74 (3 Directors)
Female Male Australia (6 Directors) USA (1 Director)
Board structure and composition
The Board actively seeks to ensure it has an appropriate mix of diversity, skills, experience and expertise to enable
it to discharge its responsibilities eectively and to be well equipped to help our company navigate the range of
opportunities and challenges we face.
Matters relating to Board (and Board Committee) structure and composition are considered by the Board and Nomination Committee
in accordance with the framework set out in the Board and Nomination Committee Charters and through processes implemented by
the Board.
Skills, experience and diversity
The Board utilises a skills matrix to assist it in maintaining an appropriate and diverse mix in its membership and identifying areas of
focus. The matrix sets out the skills the Board currently has and is looking to achieve in its collective membership.
Our Board skills matrix focusses on the skills and experience which the Board considers particularly relevant (as well as personal
skills). The matrix does not seek to capture this on a grading scale, or to reect every skill which may be relevant to being a Director
on the Telstra Board.
Non-executive Director tenure
Board gender diversity –non-executive Directors Non-executive Director geographic diversity
Age of non-executive Directors
* As at 17 August 2023
Europe (2 Directors)
11.1%
11.1%
22.2%
66.7%
11.1%
11.1%
44.4%
33.3%
11.1%
22.2%
55.6%
55.6% 44.4%
6
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Category Includes skills and experience in areas such as:
Representation on
the Board among
non-executive Directors
Telecommunications
and technology
Telecommunications – extensive experience in the telecommunications industry
(including global experience)
Technology, innovation, digital and data – experience in organisations with
a focus on technology and innovation, experience in areas such as digital commerce,
commercialisation of digital products and services, data, cyber-security and ways
of working
Products and Services – experience in organisations providing products and services
to large retail customer bases
Large ASX or other
listed company
experience at
a CEO or senior
management level
Senior executive and Board experience – experience in CEO or senior executive position
and other non-executive director experience
Financial – high level of nancial acumen, qualications or experience in accounting,
nancial reporting and nancial controls
Capital markets and Investor Relations – knowledge of corporate nancing, treasury,
equity and debt markets and retail and institutional investors
People – experience in remuneration, workplace culture, people management and
succession planning
Governance,
stakeholders,
reputation and
conduct
Reputation and Standing – experience with managing reputation, standing in the
community and relationships with key stakeholders (including industry, government
and regulators)
Governance – sound knowledge of governance and sustainability issues, including
the legal, compliance and regulatory environment applicable to large ASX listed entities
and highly regulated companies
Risk management – understanding of risk management frameworks and controls,
and the identication, assessment and management of risk across large organisations
Rural, regional and remote – understanding of the communication needs of regional,
rural or remote areas of Australia
Personal attributes
Integrity and
high ethical
standards
Curiosity, creativity
and courage
Critical
thinking
Good business acumen
and sound judgment
Strong interpersonal
skills (good listener, tactful
but able to communicate
views candidly)
Board skills matrix
Expert General working experience and knowledge Limited working experience and knowledge
7
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
The Board considers that each of the skills
set out in the matrix is currently well
represented on the Board. In addition, the
Board benets from the combination of
Directors’ individual skills and experience
in particular areas, as well as the varying
perspectives and insights that arise from
the interaction of Directors with diverse
backgrounds. The Board also continues
to seek ways to augment the skills and
experience represented on the Board
to best equip the Board to full its role
eectively.
The personal skills reected in the matrix
are also important factors in the Board’s
ability to work constructively and
eectively together and with senior
management. The Board considers these
aspects as part of its Board composition,
and Director appointment and
performance deliberations throughout
the year.
In respect of diversity, the Board considers
diversity through a number of lenses –
both gender and beyond – to provide fresh
thinking and dierent perspectives on the
Board (whether through age, experience or
otherwise). In appointing new Directors,
the Board is very conscious of putting in
place the right balance of skills,
knowledge, experience and diversity on
the Board to enable it to discharge its
responsibilities eectively and add value.
For FY23, the Board’s diversity objective
was that there will be at least 40%
representation of women among non-
executive Directors.
As at 30 June 2023, four of our non-
executive Directors were women, equating
to 44.4 per cent representation of women
among non-executive Directors. In total
there are ve Directors who are women on
the Board (including our CEO, Vicki Brady),
equating to 50 per cent representation of
women on the overall Board.
For FY24, the Board is committed to
maintain (at least) 40% representation of
women, 40% representation of men and
20% representation of any gender among
non-executive Directors.
The Board has several initiatives in place
to meet its strategic imperative of
ensuring the company has a diverse Board
including ensuring a diverse range of
qualied candidates is considered for
appointment and developing a pipeline of
potential Board candidates. A number of
Directors also participate in formal and
informal programs and arrangements to
assist in the development of a broader
pool of skilled and experienced Board
candidates, such as mentoring for
executives and non-executive directors
across public, private and not-for-prot
sectors.
During the year, the Board updated its
Director’s Leave of Absence Policy to
provide for parental leave as a further
initiative to support Board diversity.
Tenure, election and re-election
Each non-executive Director’s term of
appointment is subject to the provisions
of the Corporations Act, the ASX Listing
Rules and our Constitution.
The Board does not set xed tenure limits
for non-executive Directors and tenure
remains a matter for the Board’s
discretion. In recognition of the
importance of Board renewal and
succession planning, the Board has
adopted a policy which outlines certain
principles with respect to Board and
Committee tenure. These were reviewed
and updated by the Board during the year
and include the following principles:
Director
Positions
Where a non-executive
Director is approaching the
end of their third three-year
term, a more formal review of
their continuing directorship
should take place, taking into
account broader Board
renewal and Board
composition considerations
and the requirements of the
Telstra Corporation Act
Board
Committee
Membership
Committee membership is
reviewed at least every
three years. It is the Board’s
intention that periodic
rotation of Committee
members’ appointments
should occur from time
to time, subject to
considerations of Committee
succession planning and the
overall composition/skills/
experience of the Committee
The Board also considers the length of
service of each non-executive Director
as part of its assessment of Director
independence.
Our process for the selection, nomination
and appointment of non-executive
Directors involves a process undertaken
by the Nomination Committee and the
Board, and we often engage an executive
search rm to assist in the process. As part
of the process, the Board establishes
criteria about the general qualications
and experience, as well as the specic
qualications, skills and expertise, that
a candidate should possess. Before the
Board appoints a Director or puts forward
a candidate for election as a Director,
we undertake appropriate background
checks, including director disqualication,
bankruptcy, criminal history and education.
We provide formal letters of appointment
to all new non-executive Directors (as well
as senior management) in their personal
capacity setting out the terms and
conditions of their appointment. Director
letters of appointment include a
requirement for Directors to inform
the Chairman if they accept any new
non-executive director or executive
appointments. Directors are required
to consult with the Chairman before
accepting any additional commitments
which might conict with, or impact on
the time they are able to devote to, their
role as a Telstra non-executive Director.
Appropriate commitment of time to the
aairs of Telstra is also one of the issues
addressed in Directors’ performance
reviews.
Non-executive Directors appointed by
the Board during the year must stand
for election at the next AGM, and non-
executive Directors may not hold oce for
more than three years (or beyond the third
AGM following their appointment or last
election, whichever is the later) without
re-election.
A recommendation to re-elect a non-
executive Director at the end of their term
is not automatic. Before each AGM, the
Board determines if it will recommend that
shareholders vote in favour of the re-
election of the non-executive Directors
standing for re-election. This decision is
made by the Board, having regard to the
needs of the company, the outcome of the
annual Board performance review and any
other matters it considers relevant.
As the tenure of the CEO as a Director is
linked to their executive oce, the CEO
is not required to stand for election.
We provide shareholders with all material
information in our possession that is
relevant to a decision on whether to elect
or re-elect a Director in our AGM Notice
of Meeting.
Our Board and Nomination
Committee Charters, and
Constitution, are available on
our governance website at
telstra.com/governance.
Information about our Directors,
including their qualications,
experience and length of service,
can be found in the Board of
Directors section of our 2023
Annual Report and at telstra.com.
au/aboutus/our-company/
present/the-board.
8
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Director independence
The Board recognises the important
contribution that independent
Directors make to good corporate
governance. All Directors, whether
independent or not, are required to
act in the best interests of Telstra
and to exercise unfettered and
independent judgement.
The Board intends that the CEO is the
only executive Director and that all
non-executive Directors are also
independent Directors.
The Board assesses, at least annually,
the independence of each non-executive
Director. We consider that an independent
Director is a non-executive Director who
is free of any interest, position or
relationship that might inuence, or could
reasonably be perceived to inuence, in a
material respect, their capacity to bring an
independent judgement to bear on issues
before the Board and to act in the best
interests of Telstra, rather than in the
interests of an individual security holder
or other party.
When assessing the independent status
of a Director, the Board considers the
relationships potentially aecting the
independent status of a director as
described in Box 2.3 of the ASX
Recommendations. Materiality is assessed
on a case-by-case basis from the
perspective of both Telstra and the
relevant Director, and consideration is
given to both qualitative and quantitative
factors.
Other than the CEO, all our Directors are
non-executive Directors and have been
determined by the Board to be
independent. As part of its independence
assessment, the Board considered the
length of service of each non-executive
Director on the Board and concluded that
no Director had been a Director of Telstra
for such a period that their independence
may have been compromised.
In respect of John Mullen – Chairman, who
has been on the Board for more than nine
years, the Board has determined that he
continues to retain his independence of
character and judgement notwithstanding
his period of service on the Board.
Performance assessments
Board, Committee and Director
The performance of the Board, its
standing Committees and individual
Directors (including the performance of
the Chairman as Chairman of the Board)
are reviewed annually. Periodically the
Board engages an external consultant to
facilitate its performance review, and the
FY23 review was undertaken with the
assistance of an external consultant.
The FY23 review comprised a number of
elements, including:
• surveys which were completed by
Directors and senior management;
• a review of Board and Committee
documents, and observation of Board
and Committee meetings, by the
external consultant;
• interviews between the external
consultant and Directors and senior
management;
• the provision of reports and a
presentation to the Board on the review
ndings from the external consultant;
• meetings with individual Directors to
discuss their individual feedback reports,
with the discussion with each Committee
Chairman including feedback on
Committee performance and the
discussion with the Chairman including
feedback on his performance as
Chairman; and
• discussions between the Chairman and
individual Directors.
The review included consideration of
a number of aspects relating to Board,
Committee and Director performance
(including with respect to Board
composition and renewal, Telstra’s Board
standing Committees, Board agendas
and papers and enabling space for
unstructured discussion and reection)
and the external consultant’s overall
assessment was that the Board, and its
standing Committees, is operating very
eectively.
In addition, the Board has undertaken
a self-assessment of key matters
considered by the Board in respect of
FY23 consistent with its responsibilities
under its Charter, and self-assessment
reviews were similarly undertaken by each
standing Board Committee and provided
to the Board.
The Board also considered the
performance of the Directors standing
for re-election at the 2023 AGM when
determining the Board’s recommendation
to shareholders regarding the re-election
of those Directors.
CEO and senior management
The Board reviews the CEO’s performance
annually against agreed measures and
other relevant factors. The CEO
undertakes a similar exercise in relation
to senior management, and the Board
approves the performance outcomes
for senior management. Reviews of the
performance of the CEO and senior
management were undertaken at the
end of FY23.
Information about our remuneration
framework and policies, and details
of the remuneration for FY23 for
non-executive Directors, the CEO
and senior management who were
Key Management Personnel, can be
found in our 2023 Remuneration
Report (which forms part of the
Directors’ Report in our 2023
Annual Report at telstra.com/
annualreport).
Director induction and continuing
education
All new Directors participate in an
induction process coordinated by the
Company Secretary, which assists in
providing a smooth transition for new
Board members. The induction process
for our non-executive Directors includes
briengs from senior executives on our
structure, our strategy, business
operations and the sectors and
environments in which we operate, our
material risks and our people, as well as
site visits.
We also have in place a continuing
education program for Directors, and we
provide other appropriate professional
development opportunities for Directors
to develop and maintain the skills and
knowledge needed to perform their role
as Directors eectively.
During FY23, our program incorporated:
• Board visits to learn about (a) quantum
computing manufacturing and the
evolving quantum computing market
and growth of the industry, (b) data and
AI technology including use cases, and
(c) a regional Board trip to Townsville
which provided Directors with the
opportunity to engage with employees
and customers and to meet with
stakeholders;
• Ongoing education sessions on Telstra
Enterprise and Consumer and Small
Business customer updates, and cyber-
security, data breaches and privacy; and
• Attendance by some Directors at
relevant industry and Telstra conferences
(including Mobile World Congress) and
meetings with technology companies
such as Apple, Ericsson, Samsung,
Telefonica, Nokia and Google to learn
about emerging technology
developments and trends.
9
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Access to management and
independent advice
Directors have complete access to our
senior management team through the
Chairman, CEO or Company Secretary
at any time. In addition to regular
presentations by senior management at
Board meetings, Directors may seek
briengs from senior management on
specic matters.
The Board has the authority to conduct
or direct any investigation required to full
its responsibilities and can 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 Board Committees also 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 specied limits.
Conicts of interests
In accordance with the requirements of
the Corporations Act and our Constitution,
Directors must declare any conict of
interest they may have, and must follow
the procedures set out in our Directors’
Interests Policy including, in certain
circumstances, abstaining from
participating in any discussion or voting on
matters in which they have a material
personal interest.
The regional Board trip to Townsville provided Directors
with the opportunity to engage with employees and
customers and to meet with stakeholders such as
universities and institutes to learn of various innovative
programs and opportunities for Telstra to play a role in
reducing the environmental stresses on the Great
Barrier Reef. The Board also visited Palm Island and
engaged with the First Nations communities to
understand Telstra’s role in supporting Palm Island.
10
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
2 | Our Board Committees
The Board has three standing Committees. Together they play a signicant
role by focusing in more detail on specic areas of our operations and
governance frameworks, which assists in strengthening the Board’s oversight
of Telstra.
The following three standing Committees assist the Board in carrying out its responsibilities:
• Audit & Risk Committee
• People & Remuneration Committee, and
• Nomination Committee.
The Board appoints the members and Chair of each standing Committee, and only independent, non-executive Directors can be
members.
Audit & Risk Committee
(A&RC)
People & Remuneration
Committee (P&RC)
Nomination
Committee
Composition
Composition requirements include:
• there must be at least three
independent non-executive Directors
on the A&RC
• the members must, between them,
have sucient accounting and
nancial knowledge to allow them to
discharge their duties and actively
challenge information presented by
management, and internal and
external auditors
• the Chairman must be an independent
Director who is not Chairman of the
Board.
Our A&RC structure complies with the
ASX Listing Rules and the ASX
Recommendations.
Composition requirements include:
• there must be at least three
independent non-executive Directors
on the P&RC
• each member is expected to be
familiar with the legal and regulatory
disclosure requirements in relation to
remuneration and have adequate
knowledge of remuneration practices
and issues (including executive
retention and termination policies, and
short term and long term incentive
arrangements) and matters relevant
to workplace culture and people
management.
Our P&RC structure complies with the
ASX Listing Rules and the ASX
Recommendations.
Composition requirements include
there must be at least three independent
non-executive Directors on the
Nomination Committee, including the
Chairman of the Board.
Our Nomination Committee structure
complies with the ASX Recommendations.
Membership as
at 30 June 2023
Craig Dunn – Chair
Maxine Brenner
Roy Chestnutt
Ming Long
Elana Rubin – Chair
Niek Jan van Damme
Bridget Loudon
Ming Long
John Mullen – Chair
All other non-executive Directors
Key
responsibilities
– assisting
the Board
with matters
relating to:
• Telstra Group’s external nancial
reporting and the integrity of Telstra’s
key accounting and corporate
reporting processes
• The design, implementation and
eectiveness of Telstra’s risk
management framework (including
risk culture), compliance framework
and internal control systems and
processes
• Selected risks, and emerging and
escalating sources of risk
• Internal and external audit, including
independence
• Telstra’s ESG (environmental, social,
governance) performance and
signicant issues relating to ESG.
• Telstra’s remuneration framework,
strategies, policies and practices
• Remuneration of Directors, the CEO
and Company Secretary, and
remuneration and performance of
senior management
• The design of, and outcomes under,
Telstra’s employee equity plans
• Culture and conduct within Telstra
• Selected people related risks and
other people related matters such as
Telstra’s progress in achieving its
diversity objectives, talent and
capability development and
succession planning.
• Composition and performance of the
Board, including Board diversity
• Director independence
• Appointment of the CEO and CEO
succession planning
• CEO and Company Secretary
performance.
11
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Each Committee operates in accordance
with a Charter approved by the Board, and
the Committee’s Charter is reviewed each
year. Committee membership is reviewed
at least every three years. The Committees
report, and make recommendations, to the
Board as appropriate, and information and
papers considered by a Committee are
provided to other Committees and the
Board as relevant.
From time to time the Board also
establishes ad hoc Committees to support
the Board in carrying out its
responsibilities.
Our standing Board Committee Charters are available on our governance website at
telstra.com/governance. Details of the number of meetings held by the Board and
its standing Committees during FY23, and attendance by Directors, can be found
in our 2023 Directors’ Report included in our 2023 Annual Report at telstra.com/
annualreport. Information on the relevant qualications and experience of Committee
members can be found in the Board of Directors section of our 2023 Annual Report.
Audit & Risk Committee
(A&RC)
People & Remuneration
Committee (P&RC)
Nomination
Committee
Key activities
and focus areas
during FY23
• Continuing to oversee the design,
implementation and eectiveness of
Telstra’s risk management framework
(including risk culture)
• Continuing to monitor whether the
level of compliance and governance
within the company was appropriate
• Considering the potential implications
of the corporate restructure and major
acquisitions on Telstra’s risk prole
and governance and operating models
• Closely monitoring compliance
programs of work
• Continuing to monitor important
ongoing initiatives to enhance our
management of risk and compliance,
including with respect to
cybersecurity, privacy and data, and
network and physical infrastructure
resilience
• Overseeing Telstra’s approach to, and
success in, meeting its compliance
obligations
• Continuing to monitor the
eectiveness of Telstra’s sustainability
strategy and how we achieve positive
social outcomes for customers and
communities
• Reviewing progress against Telstra’s
environmental commitments and our
climate change disclosures
• Reviewing progress against Telstra’s
human rights and modern slavery
commitments and disclosures
• Overseeing the process for the
management of matters raised by
whistleblowers and reviewing
signicant matters raised through the
process.
• Reviewing and making
recommendations on the design of,
and outcomes under, Telstra’s FY23
Executive Variable Remuneration Plan
(EVP) and short term incentive plans
• Monitoring that Telstra’s overall
remuneration framework, and the
remuneration arrangements and
outcomes for the CEO and senior
management, encourage employees
to pursue Telstra’s strategy and
success without rewarding conduct
that is contrary to Telstra’s values or
risk appetite
• Reviewing selected people related
risks, the risk management plans in
place to deal with those risks and
monitoring whether Telstra was
operating within the risk appetite set
by the Board in respect of those risks
• Monitoring how culture and conduct is
managed across the organisation and
overseeing management’s initiatives
to instil and reinforce Telstra’s values
and compliance with Telstra’s Code of
Conduct
• Reviewing and considering matters
central to Telstra’s workforce and
culture, including diversity & inclusion,
workforce demographics, employee
experience, talent attraction and
attrition, and learning and
development.
• Considering matters relating to Board
composition and renewal, including
Board and Committee membership
and potential new Board candidates
• The FY23 Board performance review
process
• Reviewing the performance of the
CEO and Company Secretary during
FY23.
12
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Our shareholder meetings
(AGM and Scheme Meeting)
Our Annual General Meeting (AGM) plays
an important role in providing our
shareholders with an opportunity to hear
directly from the Chairman and CEO about
our business, governance, nancial
performance and prospects. It also
provides an opportunity for shareholders
to ask questions of the Board,
management and the auditor on the
management and performance of our
company.
In 2022, our AGM was followed by a
Scheme Meeting. The Scheme Meeting
was required as part of the Telstra
corporate restructure. Shareholders heard
from the Chairman on the details and
reasons for the restructure and were
informed on what they were asked to vote
on at the Scheme Meeting.
Both shareholder meetings were held in
Sydney and online (hybrid) on 11 October
2022. The meetings provided shareholders
with the opportunity to attend either in
person or via the online platform. If
shareholders could not attend in person,
we encouraged shareholders to take
advantage of the online platform to join
each meeting, and ask questions online or
via the telephone during each meeting.
Through our Shareholder Meetings
website (telstra.com/Meetings22), we
provided shareholders with all the
information they needed to attend each
meeting, including our virtual Meetings
guide.
Our websites
We provide ready access to information
about Telstra on our websites, including
through our:
• Investor Centre (telstra.com/investor)
– which includes information on our
nancial results, annual reports, our ASX
announcements and investor
presentations.
• Governance at Telstra website (telstra.
com/governance) – which provides
access to key governance documents
such as our Board and Committee
Charters, our Code of Conduct and other
governance policies, as well as other
governance related Telstra reports.
• Sustainability website (telstra.com/
sustainability/report) – which includes
information about sustainability (and
climate change) at Telstra.
3 | Engaging with our
shareholders and investors
We value and facilitate a direct, two-way dialogue with our shareholders
and investors. It is important we provide relevant information to shareholders,
listen to and understand their perspectives and respond to their feedback.
13
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Other shareholder and investor engagement and communications
We also have a range of initiatives in place to facilitate shareholder participation and engagement at our AGM, and to promote
eective communication with shareholders and investors more generally. During FY23 this included:
The AGM and Scheme Meeting Other shareholder and investor engagement initiatives
• Encouraging shareholders to provide us
with their questions ahead of the AGM and
Scheme Meeting.
This helps us further understand
shareholder issues and concerns and
enables us to address areas of shareholder
feedback at the relevant meeting.
We also provide responses to frequently
asked shareholder questions on our
website.
• Recording the AGM and Scheme Meeting
and making it available for shareholders to
view after the meetings.
After the AGM and Scheme Meeting we
also made available online the questions
asked by shareholders during the meeting
which were relevant to the items of
business.
• Our standard practice, consistent with the
Corporations Act, is for all resolutions to
be decided by a poll rather than by a show
of hands, in the interests of representing
the views of as many shareholders as
possible.
• Recording events such as our Half Year and
Full Year nancial results briengs and
other investor presentations, and making
those presentations available on our
Investor Centre.
• Holding a virtual retail shareholder meeting
in September 2022 ahead of our 2022 AGM,
which included presentations from our CEO
Vicki Brady and CFO Michael Ackland.
• CFO Michael Ackland presented virtually at
the ASX CEO Connect event on 7 March
2023.
• Although not held in FY23, Investor Days
will be included in future investor
engagement. Our last Investor Days were in
September and November 2021, which
included the announcement of our T25
strategy. Transcripts of the events were
lodged with the ASX following the events.
• Organising domestic and international
investor roadshows following our Half Year
and Full Year nancial results briengs.
• Participating in virtual and in-person
conferences in Australia and overseas to
formally meet with institutional investors
to discuss Telstra’s strategy and
performance.
• Having scheduled ad hoc interactions with
institutional investors, retail brokers, sell
side analysts and proxy advisers.
• Communicating directly with retail
shareholders via our Investor Centre
(investor.relations@team.telstra.com).
• Continuing to encourage shareholders to
provide us with their email addresses so we
can communicate with them electronically.
Our Continuous Disclosure policy can be found on our governance website at
telstra.com/governance. Information about our Annual General Meetings can
also be found at telstra.com/agm.
14
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Our Risk Management Policy outlines our
approach, objectives and principles for risk
management at Telstra, including our
commitment to ensuring a consistent
approach for managing our risks via our
risk management framework.
Our risk management framework
We have a risk management framework in
place that provides the foundations and
organisational arrangements for how we
manage risks across the Group. The
framework aligns with ISO 31000:2018,
the International Standard for risk
management, and consists of a set of
components for designing, implementing,
monitoring, reviewing and continually
improving risk management at Telstra. The
objective of our risk management
framework is to ensure risk management is
embedded within our governance,
strategic decision-making, business
activities, operations and culture.
Our risk management framework is
underpinned by our ‘three lines of defence’
accountability model, which comprises
the following:
4 | Risk management
and assurance
First
Line
Business stakeholders and
operational management who
are responsible for identifying,
assessing and managing their
risks
Second
Line
The Chief Risk Oce which
works together with risk
management teams in each
business area, and other
second line oversight
functions (e.g. Health, Safety,
Wellbeing and Environment,
Cyber Security, Supplier
Governance, and Group
Compliance), which are
responsible for our risk and
compliance frameworks,
oversight and monitoring
Third
Line
Our Group Internal Audit
function, which is responsible
for providing independent
assurance on governance, risk
management and internal
control processes
One of the core components of our
framework is the risk management process
which provides a set of co-ordinated
activities to identify, assess and take
actions to manage the many risks that can
aect success. This process is aligned to
the risk appetite statements and
indicators for our key risks. The risk
management process ensures
consideration of all types of risks from
internal and external sources, including
strategic, operational, nancial and
regulatory, as well as conduct, economic,
environmental and social sustainability
risks.
Our Audit & Risk Committee
The Audit & Risk Committee oversees the
design, implementation and eectiveness
of Telstra’s risk management framework
(including risk culture). This includes:
• reviewing Telstra’s risk management
framework at least annually to satisfy
itself that it continues to be sound and
eective, and that Telstra is operating
with due regard to the risk appetite set
by the Board; and
• reviewing reports from management on
risk culture and any conduct that is
materially inconsistent with the Telstra
values or Code of Conduct (including
material breaches and the action taken,
or proposed to be taken, in response to
those breaches) which are of relevance
to the Audit & Risk Committee’s
responsibilities.
In respect of FY23, the Audit & Risk
Committee has reviewed Telstra’s risk
management framework and is satised
that it continues to be sound and eective,
and that Telstra is operating with due
regard to the risk appetite set by the Board.
Management forums
Our CEO Leadership Team acts as the
peak management governance forum for
risk management across Telstra. We have
a series of risk governance forums with the
CEO Leadership Team to ensure that our
teams implement an eective risk
management and internal control
framework to identify, manage and
monitor our risks, and for the review and
consideration of risk management
responsibilities.
Managing our risks
Understanding and managing our risks is part of how we work. It helps us meet our strategic objectives as well as
our legal and regulatory obligations, and enables us to make informed business decisions and act ethically in the
best interests of the Telstra Group and our shareholders.
PEOPLE | CULTURE | TOOLS | TECHNOLOGY
MANDATE & COMMITMENT
RISK MANAGEMENT
PROCESS
COMMUNICATE & CONSULT
MONITOR & REVIEW
Establish the context
Identify
Analyse
Evaluate
Treat
D
E
S
I
G
N
I
M
P
R
O
V
E
M
O
N
I
T
O
R
&
R
E
V
I
E
W
I
M
P
L
E
M
E
N
T
Telstra’s Risk Management Framework
15
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
The forums provide senior management
with more detailed and timely information
in relation to our key risks and controls,
including current and emerging risks,
compliance, privacy, fraud, customer
experience, responsible business, business
continuity, network resilience, cyber and
data security, supplier governance, health,
safety and wellbeing, climate change and
internal audit activities.
Our risks
We maintain ongoing processes for
identifying emerging and escalating
sources of risk to our business. This
includes undertaking risk assessments on
products and services from design through
to market launch, industry and market
trend analysis, risk workshops with our
partners, and regular risk forums with
senior management.
Identied risks, along with their controls
and treatment plans, are monitored for
changes in their exposure, or
eectiveness, and are reported to the
Board (including its Committees) during
the year.
We consider environmental, social and
governance (ESG) factors as part of our
consideration of our risks. Each year we
apply a double materiality approach where
we consider the inward-facing
sustainability related nancial factors that
may inuence the long-term sustainability
of our business and outward-facing
sustainability impact factors of greatest
signicance to our stakeholders, society
and the environment. For more
information about the sustainability
related nancial risks to our business,
please see our 2023 Annual Report.
Maintaining clear oversight of our climate
related risks and opportunities is one of
our sustainability governance priorities.
We are committed to enhancing our
climate-related disclosures, as provided in
the Understanding our climate risks
section of the 2023 Annual Report, which
are aligned with the recommendations of
the Task Force on Climate-related
Financial Disclosures (TCFD).
FY23 activities and initiatives
We undertake various activities to monitor
and review our risk management
framework to ensure that it is operating as
intended. We conduct reviews and self-
assessments of our framework annually
across the enterprise and report the
results to our senior management risk
forum and the Audit & Risk Committee.
We use the results of those reviews, as
well as recommendations from Group
Internal Audit, to identify and implement
opportunities that improve our framework.
In FY23 we implemented several
improvements in our risk management.
These included a focus on accountability
and responsibility for risk management in
our Agile operating model, the
continuation of our Compliance Uplift
Program, signicant improvements in our
controls and assurance capabilities and
the implementation of our single
Governance, Risk Management and
Compliance technology platform, which is
enabling better monitoring, reporting and
alignment on risks and controls
eectiveness.
Notably, our Compliance Uplift Program
continues to uplift our standards. By the
end of FY24 the program will be
substantially completed. We have made
signicant improvements in our controls
and assurance capabilities to ensure our
processes, policies and behaviours meet
our customers’ expectations, minimise the
risk of non-compliance and manage our
key risks. The introduction of Telstra’s
Controls Assurance Framework in April
2022 marked a crucial milestone, enabling
a consistent approach to identifying,
testing, and reporting control
eectiveness.
Our Audit & Risk Committee
Charter is available on our
governance website at
telstra.com/governance.
A summary of the material risks that
could aect Telstra (including any
material exposure to economic as
well as ESG risks), and how we seek
to manage them is provided in the
Our material risks section of our
2023 Annual Report at telstra.com/
annualreport.
More information about climate
change and other sustainability
risks, our approach to managing
them, and our performance is
available in the Our material risks
section and the Understanding our
climate risk section of our 2023
Annual Report, as well as our 2023
Bigger Picture Sustainability Report
at telstra.com/sustainability/
report.
Internal audit
Our internal audit activities are undertaken
by Group Internal Audit, Telstra’s internal
audit function. The role of Group Internal
Audit is to provide the Board and
management with independent and
objective assurance on the eectiveness
of our governance, risk management and
internal control processes. To maintain the
necessary independence it needs to carry
out its role, Group Internal Audit has no
direct operational responsibility or
authority over any of our business or risk
management activities.
Functional responsibility for Group
Internal Audit resides with the COE
Executive, Group Internal Audit, whose
appointment is approved by the Board.
The COE Executive, Group Internal Audit
reports to the Audit & Risk Committee and
administratively to the CFO. Group
Internal Audit has full and unrestricted
access to all our information systems,
records, physical properties and
employees to carry out its activities. The
work of Group Internal Audit is guided by
The International Professional Practices
Framework provided by the Institute of
Internal Auditors. The Audit & Risk
Committee monitors Group Internal
Audit’s activities and performance,
including its independence.
Our external auditor
Telstra’s external auditor is Ernst
& Young (EY). Our EY lead auditor attends
our AGM and is available to answer
shareholder questions about
the conduct of our audit and the
preparation and content of the
auditor’s report.
The Audit & Risk Committee oversees
our relationship with EY, which includes
reviewing and assessing EY’s performance
and independence, and monitoring
management’s adherence to our policy
on audit and non-audit services provided
by EY.
During FY23, the Audit & Risk Committee
was provided with regular reports outlining
the nature and amount of any non-audit
services rendered by EY and an
explanation of how the provision of those
non-audit services was compatible with
auditor independence.
Details of amounts paid or
payable to EY for non-audit
services provided during the
year are disclosed in Note 7.1 to
our Financial Statements in our
2023 Financial Report (included
in our 2023 Annual Report at
telstra.com/annualreport).
16
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Declarations regarding nancial
statements
In connection with our nancial
statements for the nancial year ended 30
June 2023, and the half-year ended 31
December 2022, our CEO and CFO have
provided the Board with declarations that:
• in their opinion, the nancial records of
Telstra have been properly maintained
and the nancial statements and notes
thereto comply with the appropriate
accounting standards and give a true and
fair view of the nancial position and
performance of Telstra, and
• their opinion has been formed on the
basis of a sound system of risk
management and internal control which
is operating eectively.
Processes for verifying periodic
corporate reports
Our annual Financial Report and the
Remuneration Report included in the
annual Director’s Report are audited by
our external auditor. Our half yearly
Financial Report is reviewed by our
external auditor.
For other periodic corporate reports
prepared for the benet of investors which
are not required to be audited or reviewed
by our external auditor, we have policies
and processes in place to verify the
integrity of the information contained in
them before they are released to the
market.
Generally speaking, our processes include
review and approval by a number of
internal groups (including the Function
subject matter expert, Investor Relations,
Communications and Legal) to conrm,
among other things, that:
• the material submitted is factually
accurate and fairly represents Telstra’s
position
• if the report contains commercial or
nancial information or is commercially
strategic in nature and may be
considered to be market sensitive, any
aspects of the report which are
signicant to the market are consistent
with other public domain information
and Telstra’s nancial accounts
disclosures, and
• the report complies with any applicable
laws and regulations.
In regard to our Sustainability Report,
we seek external assurance over selected
performance disclosures including
environmental and social topics and other
supporting indicators on a rolling basis.
This includes environmental (National
Greenhouse and Energy Reporting) and
social (Modern Slavery Act) metrics that
form part of our regulatory disclosures.
Our 2023 TCFD disclosures, which are
set out in the Understanding our climate
risks section of the 2023 Annual Report,
were also externally reviewed and a
pre-assurance memorandum issued.
17
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
5 | Acting lawfully, ethically
and responsibly
Character and conduct matter for organisations just as much as they do for
individuals. Across the Telstra Group, how we do business and support our
customers is just as important as the business outcomes we deliver.
Our purpose and values
Our purpose is to build a connected future so everyone can thrive. Together with our purpose, our values express what we stand for
and guide the way we do things. They are core to who we are and we align everything we do with them. At Telstra, we have four values.
A deep commitment to our purpose and values continues to drive Telstra’s eorts to do the right thing for our customers, our
people and the communities in which we operate by delivering the best products and services on the best network so our customers
can thrive.
Sustainability
For Telstra, doing business responsibly
means doing the right thing – for our
customers, our people and the
communities we serve. We believe every
company has a responsibility to operate
sustainably and think deeply about the
role it plays in society and how it can
create a positive impact. For this reason,
“doing business responsibly” is one of our
key pillars in our T25 strategy, and the
foundation for our sustainability strategy.
Our purpose is to build a connected future
so everyone can thrive. This underpins our
belief that Telstra has a real opportunity to
play a leadership role in creating a more
sustainable and inclusive world. Our
sustainability strategy reects the areas in
which we have the expertise to make a
meaningful impact, and where we see
opportunities to use innovative, tech-
based solutions to help address major
societal challenges and opportunities.
Through our sustainability strategy we will
build on our reputation as a trusted,
sustainable business and draw on our tech
expertise to create a better digital world
and minimise our impact on the planet, as
well as helping our customers, our
suppliers and Australia do the same.
More information about our
Sustainability Strategy can be found
in our 2023 Bigger Picture
Sustainability Report at telstra.
com/sustainability/report.
Leadership, ethics and governance
Across our operations, we promote a fair
and responsible culture through the
Telstra Group Code of Conduct (‘Code’),
Group Policies, mandatory compliance
training and by recognising employees
who demonstrate our values. Our purpose
and values, Code and supporting Group
Policies and Standards guide our people
and partners to uphold our expectation to
act fairly, ethically and in accordance with
the law.
The Code translates our values into
standards that reect good corporate
governance and responsible business
practice. The Code denes the principles
and standards of behaviour that we expect
from all directors, employees and
contractors across the Group. Everyone
across the Group is responsible for
understanding and complying with our
governing principles and Group Policy or
Standards, along with reporting any
concerns or incidents that conict with
our Code. Our Group Executives and
leaders are accountable for creating and
promoting a culture in which acting
responsibly is core to all our daily decision
making to deliver compliant and
sustainable outcomes.
We are changemakers
We think big, set ambitious
goals and deliver them – for
our customers, shareholders
and communities. By
speaking up, being curious
to learn and valuing dierent
perspectives we challenge
the status quo and make
change.
We are better together
We’re one team and embrace
the value each of us bring.
Our (super) power lies in
working together to deliver
for our customers. We’re each
accountable for our actions
and do what we say we’re
going to do.
We care
We show care in all that we
do. We do the right thing
for our customers, our
communities, the planet,
ourselves and each other –
even when no one’s watching.
We make it simple
What we do is complex,
but we always make things
simple for our customers and
each other. Simple doesn’t
necessarily mean quick. We
keep the simple, simple.
18
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Whistleblowing
Our Code further fosters a culture where
our people are encouraged to speak up
and raise concerns with condence.
We seek to ensure our people know how to
raise a concern though a range of
channels, including under Telstra’s
Whistleblowing Policy. The
Whistleblowing Policy and the relevant
legislation establish protections for a
range of people – including current and
former employees, their relatives and
dependants and suppliers – to report
concerns about illegal, unethical or
improper conduct or an improper state of
aairs or circumstances at Telstra.
Our Whistleblowing Policy is supported by
a condential process that provides
appropriate protections for anyone to
report their concerns; a whistleblowing
service where people can lodge a report
anonymously; and professional
investigators and case managers who
investigate eligible reports. Telstra’s
Whistleblowing Committee, which is
chaired by the Company Secretary,
receives whistleblowing disclosures and
oversees investigations and any follow-up
actions required. The Whistleblowing
Committee reports to Telstra’s Audit &
Risk Committee.
We received 169 whistleblowing reports in
FY23, which was an increase of 43 per
cent compared to FY22. Of these reports
100 were eligible whistleblowing
disclosures. We completed 93
investigations in FY23, with the allegations
being substantiated in whole or in part for
32 reports, noting that one report might
cover multiple matters and the types of
issues being reported vary in terms of the
seriousness of the allegation. The nature
of matters reported that were eligible
whistleblowing disclosures covers people
and workplace culture issues (around 39
per cent), ethical behaviour (around 39 per
cent), misuse of systems (around 10 per
cent), and a small number of reports on
other issues such as fraud and safety. The
increase in reports can be attributed to the
expansion of Telstra’s direct workforce in
Australia due to the insourcing of stores
and the onshoring of our call centres,
and the acquisition of Digicel Pacic.
To report a matter, please visit
Telstra’s Whistleblowing Service at
telstra.ethicspoint.com.
Other governance policies and strategies
In addition to our values, Code of Conduct and Whistleblowing Policy, we have a number
of other governance policies and practices that are central to how we promote good
corporate governance, and a culture of acting lawfully, ethically and responsibly. These
include:
Ethical behaviour
Anti-bribery and anti-corruption – the purpose of this policy is to prevent bribery and corruption in all
forms and to ensure compliance with applicable anti-bribery and anti-corruption laws and regulations.
This Policy supports our zero-tolerance approach to bribery and corruption. We prohibit corruption,
bribes, kickbacks or facilitation payments of any kind. This Policy is covered in our mandatory Business
Essentials induction and refresher training. A standalone Anti-Bribery and Anti-Corruption course has
continued to heighten anti-bribery and anti-corruption awareness for higher risk Telstra groups across
all Functions.
Conicts of Interest and Outside Interests – the purpose of this policy is to assist employees,
contractors, and managers to understand what we consider to be a conict of interest and how to deal
with any actual, perceived, or potential conicts.
Gifts and Hospitality – this policy assists employees and contractors intending to oer or accept gifts
and hospitality to avoid conicts of interest or improper inuence.
People
Discrimination, Bullying, Harassment and Victimisation – this policy sets out rules to ensure that our
workplace is free from unlawful discrimination, bullying, harassment, sexual harassment and
victimisation.
Diversity, equity and inclusion – this policy reects the way we value diversity, equity and inclusion
and the benets they bring to the Telstra Group in achieving our objectives, enhancing our reputation,
and attracting, engaging and retaining talented people. We aspire to have a diverse workforce that is
reective of the communities in which we operate, equitable mechanisms that will enable everyone to
reach their full potential, and an inclusive environment where all people can bring their full selves to
work.
Health, safety and wellbeing (HSW) – this policy sets out how we keep each other, contractors and the
public safe and well at the Telstra Group. In addition to highlighting the importance of caring about the
health and safety of our people, it sets out our commitment to initiatives that reduce HSW risk in our
operations.
Market integrity
Continuous disclosure – this policy outlines the responsibilities and the process for the approval of our
ASX announcements, including where Board approval is required in respect of announcements that
relate to matters that are within the reserved powers of the Board (and responsibility for which has not
been delegated to management) or matters that are otherwise of fundamental signicance to Telstra,
as well as the role of our CEO, CFO and Continuous Disclosure Committee in relation to disclosure
matters.
We provide the Board with copies of all material announcements promptly after they have been released
to the ASX. Where we give a new and substantive investor or analyst presentation, we also release a
copy of the presentation materials on the ASX Market Announcements Platform before the presentation
occurs and where appropriate, a transcript of the presentation (including Q&A session) is lodged with
the ASX as soon as practicable after the presentation.
Securities trading – this policy sets out the rules relating to trading in Telstra securities by our people
to ensure compliance with insider trading laws, with specic rules and restrictions (including in relation
to hedging) applying to our Directors, CEO, senior management, specied other sta and their closely
related parties.
19
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Doing business
Competition and consumer protection – it is critical for our success to be able to compete fairly and
deliver the best value to customers. Our Competition and Consumer Protection Policy sets out our
obligations to prevent practices that limit or prevent competition in Australia. The policy also stipulates
the responsibility of users to understand and comply with obligations of overseas jurisdictions in which
we operate, as they may dier to Australian rules. We monitor performance against our Competition and
Consumer Protection Policy through our Competition Law and Compliance Program, which forms part of
our Group Compliance framework.
Managing our tax aairs – we are committed to the highest standards of tax governance and
compliance with the tax laws and obligations in the jurisdictions in which we operate. We pay tax
consistent with our business presence and operations. We apply the Australian Board of Taxation’s
Voluntary Tax Transparency Code and provide the recommended disclosures. Refer to Managing our tax
aairs available on our governance website at telstra.com/governance as well as Note 2.4 to our
Financial Statements in our 2023 Financial Report (included in our 2023 Annual Report at telstra.com/
annualreport).
Human Rights – which establishes a set of principles to ensure that Telstra respects and supports
human rights in its own operations and through its business relationships. Telstra can impact, both
negatively and positively, on the human rights of a range of people, including employees, contractors,
customers, suppliers and their workers, other business partners, and the broader community.
Accordingly, it is important that all employees, contractors and others working on behalf of Telstra
respect human rights in their work. We also expect that our suppliers and business partners acting on
our behalf comply with our minimum standards in relation to ethical dealings, which are described in our
Supplier Code of Conduct.
Environment – our Environment policy sets out our commitment to act on climate change and
describes how we meet our environmental responsibilities and empower people and organisations to
improve their environmental performance.
Further information about diversity,
equity and inclusion at Telstra is
provided in section 6 below.
Our Code of Conduct, together with
our Anti-Bribery and Anti-
Corruption, Continuous Disclosure,
Diversity Equity and Inclusion,
Health Safety and Wellbeing,
Discrimination Bullying Harassment
and Victimisation, Securities
Trading, Environment, Human
Rights and Whistleblowing policies,
can be found on our governance
website at telstra.com/
governance.
Information on Managing our tax
aairs is provided in Note 2.4 to our
Financial Statements in our 2023
Financial Report (included in our
2023 Annual Report at telstra.
com/annualreport) and can be
found on our governance website at
telstra.com/governance. More
information about our approach to
anti-bribery and anti-corruption
(including our approach to
donations and sponsorships), HSW
and Sustainability can be found in
our 2023 Bigger Picture
Sustainability Report. The
Understanding our climate risks
section of the 2023 Annual Report
summarises our climate-related
governance, strategy, risks, targets
and activities. Both of these reports
are available on our governance
website at telstra.com/
governance.
Management reports on conduct that is materially inconsistent with our values and our
Code, as well as our key governance policies, to our Board Committees (People &
Remuneration Committee and/or Audit & Risk Committee) and the Telstra Board,
together with details of the actions taken, or proposed to be taken, by management in
response.
20
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
6 | Diversity, Equity and Inclusion
(DEI) at Telstra
We value diversity, equity and inclusion and the benets they bring to the
Telstra Group in achieving our purpose and objectives.
Measure Objective and performance for FY23 (or as otherwise stated)
Women on
the Board
Objective – At least 40% representation of women among non-executive Directors.
Performance – As at 30 June 2023, there were four women non-executive Directors on the Board (44.4%).
Representation of
women
(i)
at 30
June 2023
Objective – Representation of women
i
at 30 June 2023:
• Telstra Total: 34%
• Executive Management (Bands A-C): 40%
• People management roles (excluding Executive Management): 35%
Performance – Representation of women
i
at 30 June 2023:
• Telstra Total: 35.2%
• Executive Management (Bands A-C): 38.5%
• People management roles (excluding Executive Management): 34.0%
Diversity
representation in
graduate intake
Objective – Diversity representation in Australian graduate intake selected in 2022 for commencement in 2023:
• Women: 50%
• Aboriginal and Torres Strait Islander Peoples: 5%
• People living with disability: 10%
Performance – The graduate cohort selected in 2022 for commencement in 2023 was comprised of:
• Women: 54%
• Aboriginal and Torres Strait Islander Peoples: 2%
• People living with disability: 8%
Diversity objectives and performance
i Based on direct headcount comprising all permanent, xed term, casual, contract and agency labour employees in the Telstra Group included within our Telstra Group HR
System. Diversity data may not be available for some controlled entities due to incomplete records. Excludes Digicel Pacic, Fetch TV and Pacic Business Solutions as
they are not captured within our HR System. Work is underway to include these entities in future disclosures.
Every day, Telstra provides services to
millions of customers from diverse
backgrounds. We believe that everyone
deserves to reach their full potential and
be respected for their dierences, valued
for their contributions and celebrated for
being their authentic self. We are building
diverse teams and creating inclusive
environments to enable our employees to
be their best, which enables us to provide
better service to our customers and
community.
Our DEI ambitions are powered through
collective action and allyship. We have ve
Employee Representative Groups (ERGs)
– Aboriginal & Torres Strait Islander
Peoples, MOSAIC (Culture & Language),
Rise (Gender Equity), Spectrum
(LGBTQ+), and TelstrAbility (Accessibility)
– which include over 4,500 members and
are sponsored by a member of our CEO
leadership team. The consultation and
advocacy work by the ERGs provide us
with insights into the lived experiences of
marginalised groups. The ERGs also
provide awareness and help strengthen
our culture of inclusion and belonging for
Telstra team members.
The Diversity, Equity and Inclusion Policy
provides the framework for the Board to
set our measurable objectives for diversity.
Throughout the year, management and the
Board (including through the Nomination
and People & Remuneration Committees)
assess our progress in achieving our
diversity objectives.
Diversity objectives are included in
monthly business reports and in Group
Executive scorecards. Chaired by our CEO
Vicki Brady, our organisation-wide DEI
Council supports each function to meet
their diversity objectives, understand the
importance of DEI and creates a safe
space to collaborate and innovate.
The table below summarises our diversity
objectives and our performance against
them as at 30 June 2023. We retain our
ambition for a highly diverse and inclusive
workforce and are currently nalising a
new Global Diversity, Equity and Inclusion
strategy, as part of which we will set
future diversity objectives.
21
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Gender Diversity
In addition to our inclusive recruitment
practices that resulted in a gender
representation increase from 33.5% in
FY22 to 35.2% in FY23, Telstra continues
to invest in developing and retaining
women through multiple programs
including:
• The Women in Tech program was
developed with the aim to empower
women in tech roles, at all stages of their
careers, to “hack the world in which they
advance”. Women in Tech is made up of
two distinct oerings, Iconic Experience,
and Iconic Alliance, which combine for
the common purpose of inspiring,
connecting and enabling amazing
women. The program was designed by
Women in Tech, for Women in Tech, a
collaborative engagement of all women
in tech regardless of their role,
experience and tenure in the industry.
• To grow the pipeline of diverse talent
within the Cyber Security industry,
Telstra partnered with the Australian
Women in Security Network (AWSN) to
pilot an internship supporting career
changers to pivot to the Cyber Security
industry. 10 interns joined the Telstra
Security Operations Centre for 12 months
where they undertook specialised
training and received dedicated
mentoring and support to build a
successful career.
• We celebrated our fth year of Collective
Wisdom, our Telstra mentoring program
that connects small groups of employees
with senior leaders as coaches and
mentors to discuss real business
challenges and what skills, strategies
and behaviours might be required to
solve them.
Role Number Percentage
Board
(i)
4 44.4%
Executive management*
(ii)
70 38.9%
– CEO 1 100.0%
– CEO-1 (Band A) 3 23.1%
– CEO-2 (Band B) 17 35.4%
– CEO-3 (Band C) 49 41.5%
Middle management*
(iii)
3,074 29.6%
Operational*
(iv)
7,407 38.5%
Other*
(v)
280 28.8%
Telstra Group Total* 10,905 35.2%
Representation of women in Telstra as at 30 June 2023
* The Telstra Group (Telstra) refers to Telstra Group Limited and its owned and controlled entities. This includes,
but is not limited to, Telstra Limited, Telstra InfraCo, Amplitel and Telstra International. Information regarding
the controlled entities in the Telstra Group can be found on our website at telstra.com/nancialresults.
* Based on direct headcount comprising all permanent, xed term, casual, contract and agency labour
employees in the Telstra Group included within our Telstra Group HR System. Diversity data may not be
available for some controlled entities due to incomplete records. Excludes Digicel Pacic, Fetch TV and Pacic
Business Solutions as they are not captured within our HR System. Work is underway to include these entities
in future disclosures.
Notes:
(i) Number and percentage relates to non-executive Directors of Telstra Group Limited.
(ii) Executive management comprises persons holding roles within Telstra designated as Bands A, B and C. CEO is
also included in the executive management total.
(iii) Middle management comprises persons holding roles within Telstra designated as Bands 1 or 2, or equivalent.
(iv) Operational comprises persons holding roles within Telstra designated as Bands 3 or 4, or equivalent.
(v) 280 employees have a NA band which has been included in the Telstra Group Total.
“As a woman in the technology industry, there are a lot of challenges
that you face day to day. The Iconic Experience introduced me to many
women who have gone through the same journey and when you listen to
other women in tech, you realize that they have crossed the same paths
before, and I’m not the only one – this is really life changing. I was able
to use these connections within my work and my life. The Iconic
Experience provided me with the opportunity to share my stories and to
understand that I am not alone. It inspired me and gave me more
condence to go out there and unleash my full potential. This program
is a catalyst, so the journey hasn’t ended it has just begun!”
Christina Koshy, Workday Functional Lead, Functional and Conguration
Team
“I think the strength of the Collective Wisdom program is in the cross
collaboration you get within your allocated groups. I was paired with an
exec and 3 amazing employees, all from other functions across Telstra.
As we talked through each of our business challenges, it was really nice
to reect, share what has and hasn’t worked well in the past as well as
throw out new ideas on how to approach things. We all learnt new
things together and made new connections.”
Bree Cantrell, Global Business Services (participant)
22
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
“My time at Telstra has been nothing short of life-altering for me. I have
learnt so many skills and capabilities that I continue to build upon to
further my career at Telstra. I have also improved many parts of my life
as well, including my condence, professionalism and my approach to
challenges and opportunities, and without CareerTrackers to hold that
door open for me to get into Telstra, none of that would have been
possible”.
Charlie Dann, Product Design Specialist
Equity at Telstra
Gender Pay Equity
Equity is at the heart of Telstra’s DEI
approach, which is why gender pay equity
is of key importance to us. It is also why
we are continuously looking to identify,
target and reduce any gender pay gaps
that exist within the organisation, focusing
on any dierences in remuneration for
individuals doing similar work.
We are condent that we pay women and
men fairly and equally for like roles.
As has always been the case, a pay gap in
xed remuneration does exist at the
operational level. There are two main
reasons for this:
1) A signicant portion of operational
employees being managed against
xed pay rates under our Enterprise
Agreements known as Workstream.
These xed pay rates, which are
typically in our male dominated roles,
tend to be higher when compared to
the xed remuneration of peers at the
same level who are not employed under
the Workstream xed pay rate
structure. Those employed under the
Workstream structure are not eligible
for Telstra’s variable remuneration
programs which provide additional
remuneration.
2) We continue to have some higher paid
technical roles where there is a higher
number of men. We have strategies in
place to correct this where we are
actively working to address the under-
representation of women.
We use a “compa-ratio” to compare the
remuneration for individuals. Compa-ratio
compares an employee’s xed
remuneration to the median of the market
remuneration range that they are mapped
against. This enables us to compare the
relative “fairness” of xed remuneration
for dierent employee groups, taking
account of the kind and level of work that
they are doing. Variable remuneration is
not included as it depends on a range of
factors, is expressed only as a target, and
is not guaranteed.
During the 2023 nancial year we
conducted a broad gender pay analysis.
We identied any perceived areas of risk
and conducted deeper analysis of our
technology, network and product related
roles, our eld roles and our new hires.
This further analysis, covering, alongside
gender, the dimensions of level, age and
tenure did not reveal any material gaps or
systemic concerns in how we reward our
people.
Our review also covered variable
remuneration, and we found no notable
gender patterns in the distribution of
performance ratings or in the use of leader
discretion on variable remuneration
outcomes.
The two tables below show Telstra’s
overall position when averaging the
compa-ratios for both male and female
employees. We have been close to parity
for some time, but we do not expect or
strive for a delta of zero. Rather, we work
to ensure that the natural and ongoing
variation of individual compa-ratios over
time reects factors such as experience,
performance, talent, and promotions into
new roles, and that it is not the result of
any discrimination or bias (including but
not limited to gender bias).
Australia Avg. Compa-Ratio
Year Male Female Delta
2015 1.04 1.01 0.031
2016 1.04 1.00 0.035
2017 1.01 0.99 0.024
2018 1.01 0.98 0.023
2019 1.01 0.97 0.034
2020 0.98 0.95 0.035
2021 1.01 0.96 0.041
2022 0.98 0.95 0.026
2023 1.00 0.97 0.024
Aboriginal & Torres Strait Islander
employment
As part of our 10-year partnership with
CareerTrackers, a national program that
creates paid opportunities for Aboriginal
and Torres Strait Islander students, we had
24 CareerTrackers interns join Telstra in
FY23. Of those 24 interns, ve (5) have
been oered positions in our FY24
Graduate program.
As of 30 June 2023, the representation of
Aboriginal and Torres Strait Islander
peoples in our Australian workforce was
1.2%.
We recognize that due to systemic barriers
experienced throughout life, not all
candidates have an equal starting point
when they join Telstra. To achieve
equitable recruitment experiences for our
Aboriginal and Torres Strait Islander
candidates and candidates with
disabilities, we oer a 100% interview
guarantee when they meet the inherent
requirements of the role. We have recently
appointed a new role, Senior First Nations
Recruitment Specialist, to support
CareerTrackers, build our Aboriginal and
Torres Strait Islander talent pipeline and
continue to improve our recruitment
activities in this area. During FY24 we will
further strengthen our approach to
recruitment, retention and development of
First Nations sta. We are also partnering
with the Minderoo Foundation on their
2024 research into First Nations workplace
representation, practices and employee
experiences.
In a partnership with the Queensland
Government, TAFE QLD, Rainbow
Gateway, The Palm Island Community
Company, and the Palm Island Council we
have commenced recruitment for an initial
20 part-time roles in a new contact centre
based on the Island. What is unique about
this centre is that it will be owned and
operated by the local Palm Island
Community Company. This means that we
can leverage local knowledge and
expertise and the community can prot
from the venture by having a vested stake
in its future success. The new starters will
commence (in July 2023) with a 12-week
Job Ready Program run by QLD TAFE and
sponsored by the Queensland
Government. After our new team members
complete their TAFE training, we will then
commence Telstra training to equip these
team members to take calls in our First
Nations Connect team.
23
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Australia Avg. Compa-ratio excl.
Workstream employees^
Year Male Female Delta
2015 1.00 0.99 0.012
2016 0.99 0.98 0.011
2017 0.98 0.97 0.006
2018 0.97 0.97 0.000
2019 0.96 0.95 0.011
2020 0.93 0.94 0.015
2021 0.98 0.95 0.026
2022 0.97 0.95 0.023
2023 0.99 0.97 0.024
Compa-ratio analysis includes full time and part time
sta in Telstra Group Limited and its controlled entities,
excluding casuals, contractors and agency sta. It does
not include sta in any other controlled entities within
the Telstra Group. Compa-ratio is based on Fixed
Remuneration (base salary plus superannuation).
^ Workstream employees are paid xed pay rates as
determined under our Enterprise Agreements.
From 2024, the Workplace Gender Equality
Agency (WGEA) will disclose the gender
pay gap of every Australian company with
more than 100 employees. Like most
organisations, Telstra assesses gender pay
gap based on comparison of like roles.
WGEA use the dierence between the
average pay of women and men across
Australian organisations, industries, and
the workforce as a whole.
Accessible technology
On Global Accessibility Awareness Day (19
May), Telstra’s ERG for people living with
disability, TelstrAbility, hosted an
Accessible Tech Experience Lab. The
Accessible Tech Experience Lab simulates
the challenges facing people with specic
disabilities, the roadblocks they
encounter, and the assistive technology
they might use. These experience labs
help designers and developers of
accessible technology to understand the
lived experiences of the people using their
products. After learning rsthand of the
challenges and frustrations of their users,
designers and developers got the
opportunity to speak with experts, the
ERG specialists, about ways to overcome
their barriers.
“We do training on inclusive
writing, documentation,
recruitment and workplace
adaptations, but we’re yet to
help our people know what it’s
like to be a person with a
particular disability trying to
use our services. The
experience lab is a way of
providing this kind of facility in
house, so you’ll always be able
to ask an expert if you want to
know how accessible your
product or service really is.”
Ben Pintos-Oliver,
Telstra’s Head of Digital Systems
and Accessibility
Inclusion at Telstra
Intersectionality
Core to Telstra’s DEI approach has been
advocacy for intersectionality and allyship
through collaboration. In practice, this
means that when discussing diversity, we
consider carefully how a person’s multiple
identities may uniquely impact their
workplace experience. Taking an
intersectional lens to inclusion enables
Telstra to take a more nuanced approach
to the way we support our team. Some
examples of intersectionality in practice at
Telstra includes:
1) A more inclusive International
Women’s Day
In their 2023 “More Voices, More
Representation” campaign, Vu Consulting
found that 7 out of 10 women don’t feel
represented on International Women’s Day
and that greater intersectionality is
needed in gender equality campaigns.
Understanding the critical nature of
intersectional storytelling, our RISE
Gender Equity ERG worked together with
other Telstra ERGs to plan a multi-channel
series of events and content:
• Our Aboriginal and Torres Strait Islander
ERG Lead (Glenn Milliken) and Belong’s
Be Deadly Lead (Sam Beaumont) led a
Yarning Circle.
• Members of Spectrum (LGBTQ+)
generously shared their personal stories,
exploring the diversity of womanhood
and the importance of building visibility
for LGBTQ+ women.
• TelstrAbility hosted a hackathon to
explore how can we create a positive
experience for people at Telstra aected
by situational disability, especially those
more commonly impacting women.
• MOSAIC hosted a discussion exploring
the impacts of multi-cultural, multi-
lingual women voices in elds like digital
design.
2) Better support for team members
experiencing Domestic and Family
Violence
Having a supportive workplace can be
lifesaving for people experiencing
Domestic and Family Violence. Telstra’s
First Nation’s directorate collaborated
with Rise to better understand how
domestic and family violence impacts
Aboriginal & Torres Strait Islander
communities.
This was done in conjunction with the
release of Telstra’ new Domestic and
Family Violence policy which increased the
number of paid leave days Telstra team
members can access from 10 days to 20
days. This support has been extended to
our casual team members.
We’ve also made our policy more exible
to reect the ad-hoc, unplanned nature of
domestic family violence.
“I now have the option of taking
a part day, and I can book it in
as planned leave, as well as
after the fact. This up-date has
given me the condence to
take this leave type as and
when I need it, without fear
that I’ll run out, or be doing the
wrong thing, and it also means
that I can spread out my access
to services so I’m not
overwhelmed and needing to
take more leave to mentally
recover so I’m ready to work.”
Telstra employee
3) Recognising the diverse nature of
grief
There’s no singular way to grieve. Our
cultural practices, denitions, family and
community beliefs make a signicant
impact on how we experience and heal
from grief. That’s why we’ve updated our
Bereavement Policy to broaden the
denition of “family” beyond the nuclear
denition and support our First Nations
colleagues during Sorry Business. This
change will help Telstra team members
receive the space and support they need
during dicult periods of loss.
24
Corporate Governance Statement | 2023
Telstra 2023 Corporate Governance Statement – 1 September 2023
TELSTRA GROUP LIMITED, ABN 56 650 620 303
Reconciliation at Telstra
FY23 is the rst year of Telstra’s newly
launched Stretch Reconciliation Action
Plan. We recognise and accept that we
have not always lived up to the ambition in
our vision for reconciliation. In our new
RAP we talk about our past, how our
previous RAP was revoked, and the
comprehensive corrective steps we have
taken in response to inappropriate selling
to Aboriginal and Torres Strait Islander
customers. This is all part of getting us
back on the right path.
Some steps we’ve taken to improve the
employee experience of our First Nations
team members:
• For many First Nations peoples, 26
January is a day of mourning. We
introduced the option for employees to
work on 26 January and allocate their day
o to another day more aligned to their
values. Employees who wish to take 26
January o as a public holiday still have
that option available to them.
• We partnered with our Employee
Assistance Program (EAP) provider, to
ensure Aboriginal and Torres Strait Is-
lander teams members can receive
culturally safe support with Aboriginal
and Torres Strait Island healthcare
professionals and/or non-Indigenous
healthcare professionals with in-depth
cultural awareness and experience
supporting Aboriginal and Torres Strait
Islander Peoples. This healthcare is
provided through a dedicated support
line.
Our Diversity Equity and Inclusion policy can be found on our governance website at
telstra.com/governance.
We are required by the Workplace Gender Equality Act 2012 (Cth) to report our
workforce gender prole by 31 May each year. Our 2022-23 report has been lodged with
the Workplace Gender Equality Agency and is also available on our governance website
at telstra.com/governance.
Corporate Governance Statement | 2023
Our FY23 reporting suite includes:
telstra.com/investor
7 | Reporting Suite
Our 2023 Telstra Annual Report
which describes our strategy, nancial
performance and remuneration practices
for FY23 and also includes our climate-
related governance, strategy, risks, targets
and activities aligned with the
recommendations of the Task Force on
Climate-related Financial Disclosures
(TCFD).
Our 2023 Corporate Governance
Statement (this report)
which provides information about
governance at Telstra.
Our 2023 Bigger Picture
Sustainability Report
which provides an in-depth look at our
approach and performance in relation to
our most material sustainability impacts
during FY23.
Our 2023 Human Rights and Modern
Slavery Act Statement
which provides an overview of how we
identify, manage and mitigate the specic
risks of modern slavery in our operations
and supply chains.
These reports are all available
on our governance website at
telstra.com/governance.
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
General
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Telstra Group Limited
ABN/ARBN Financial year ended:
56 650 620 303 30 June 2023
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
This URL on our
website:
telstra.com/governance
The Corporate Governance Statement is accurate and up to date as at 1 September 2023 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 1 September 2023
Name of authorised officer
authorising lodgement:
Sue Laver
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
General
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
set out in section 1 of our Corporate Governance Statement and we
have disclosed a copy of our board charter at:
telstra.com/governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
set out in section 1 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
set out in section 1 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
set out in section 1 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
set out in section 5 of our Corporate Governance Statement and we
have disclosed a copy of our diversity policy at:
telstra.com/governance
and we have disclosed the information referred to in paragraph (c)
at:
telstra.com/governance (in our Workplace Gender Equality Agency
Report 2022-2023) and in our Corporate Governance Statement
(refer to section 6)
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
and we have disclosed the evaluation process referred to in
paragraph (a) in:
section 1 of our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in:
section 1 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
and we have disclosed the evaluation process referred to in
paragraph (a) in:
section 1 of our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in:
section 1 of our Corporate Governance Statement and in our
Remuneration Report (which forms part of the Directors’ Report in
the 2023 Telstra Annual Report), which includes details of the
remuneration outcomes for FY23 for the CEO and senior executives
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a nomination committee, disclose that fact
and the processes it employs to address board succession
issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.
and we have disclosed a copy of the charter of the committee at:
telstra.com/governance
and the information referred to in paragraphs (4) and (5) in:
section 2 of our Corporate Governance Statement and in the
Directors’ Report (and the accompanying ‘Board and Committee
meeting attendance’ section) in the 2023 Telstra Annual Report
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
and we have disclosed our board skills matrix in:
section 1 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or relationship
of the type described in Box 2.3 but the board is of the
opinion that it does not compromise the independence of the
director, the nature of the interest, position or relationship in
question and an explanation of why the board is of that
opinion; and
(c) the length of service of each director.
and we have disclosed the names of the directors considered by the
board to be independent directors in:
section 1 of our Corporate Governance Statement and, where
applicable, the information referred to in paragraph (b) in:
section 1 of our Corporate Governance Statement
and the length of service of each director in:
the ‘Board of Directors’ section in the 2023 Telstra Annual Report
and at www.telstra.com.au/aboutus/our-company/present/the-board.
☐ set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.
set out in section 1 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
set out in section 1 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new directors
and for periodically reviewing whether there is a need for existing
directors to undertake professional development to maintain the
skills and knowledge needed to perform their role as directors
effectively.
set out in section 1 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values in:
section 5 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors, senior
executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
and we have disclosed our code of conduct at:
telstra.com/governance
and refer to sections 4 and 5 of our Corporate Governance
Statement
☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that policy.
and we have disclosed our whistleblower policy at:
telstra.com/governance
and refer to section 5 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or committee of the board is informed
of any material breaches of that policy.
and we have disclosed our anti-bribery and corruption policy at:
telstra.com/governance
and refer to section 5 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact and
the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
and we have disclosed a copy of the charter of the committee at:
telstra.com/governance
and the information referred to in paragraphs (4) and (5) in:
the Directors’ Report (and the accompanying ‘Board of Directors’
and ‘Board and Committee meeting attendance’ sections) in the
2023 Telstra Annual Report
☐ set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance
of the entity and that the opinion has been formed on the basis of
a sound system of risk management and internal control which is
operating effectively.
set out in section 4 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity of
any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
set out in section 4 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under listing
rule 3.1.
and we have disclosed our continuous disclosure compliance policy
at:
telstra.com/governance
and refer to section 5 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
set out in section 5 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials
on the ASX Market Announcements Platform ahead of the
presentation.
set out in section 5 of our Corporate Governance Statement
☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
telstra.com/governance
☐ set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
set out in section 3 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders in:
section 3 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by a
show of hands.
set out in section 3 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and
its security registry electronically.
set out in section 3 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
and we have disclosed a copy of the charter of the committee at:
telstra.com/governance
and the information referred to in paragraphs (4) and (5) in:
the Directors’ Report (and the accompanying ‘Board of Directors’
and ‘Board and Committee meeting attendance’ sections) in the
2023 Telstra Annual Report
☐ set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to
the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether such a
review has taken place.
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
in:
section 4 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
and we have disclosed how our internal audit function is structured
and what role it performs in:
section 4 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
and we have disclosed whether we have any material exposure to
environmental and social risks in:
section 4 of our Corporate Governance Statement and, if we do, how
we manage or intend to manage those risks in:
the ‘Our material risks’ section of our 2023 Annual Report and our
2023 Bigger Picture Sustainability Report at
telstra.com/sustainability/report
☐ set out in our Corporate Governance Statement
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
and we have disclosed a copy of the charter of the committee at:
telstra.com/governance
and the information referred to in paragraphs (4) and (5) in:
the Directors’ Report (and the accompanying ‘Board of Directors’
and ‘Board and Committee meeting attendance’ sections) in the
2023 Telstra Annual Report
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
8.2 A listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives.
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
our 2023 Remuneration Report (which forms part of the Directors’
Report in our 2023 Annual Report)
as set out in section 1 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.
and we have disclosed our policy on this issue or a summary of it at:
telstra.com/governance
as set out in section 5 of our Corporate Governance Statement
☐ set out in our Corporate Governance Statement OR
☐ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language in
which board or security holder meetings are held or key corporate
documents are written should disclose the processes it has in
place to ensure the director understands and can contribute to the
discussions at those meetings and understands and can discharge
their obligations in relation to those documents.
☐
and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]
☐ set out in our Corporate Governance Statement OR
☐ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☐ ☐ set out in our Corporate Governance Statement OR
☐ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
General
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☐ ☐ set out in our Corporate Governance Statement OR
☐ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed listed
entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity; and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]
☐ set out in our Corporate Governance Statement
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]
☐ set out in our Corporate Governance Statement
