Board Committees

• Board committees and membership
• Committee Charters
• Committee composition
• Committee roles and operations
• Committee roles, responsibilities and membership
• Human Resources & Compensation Committee
• Nominations & Corporate Governance Committee
• Audit & Risk Management Committee
• Attendance at meetings

Board committees and membership

Three board committees assist in the execution of the board's responsibilities: the Human Resources and Compensation Committee; the Nominations and Corporate Governance Committee; and the Audit and Risk Management Committee. The committees have a number of scheduled meetings each year to coincide with the timing of the various responsibilities of that committee. A due diligence sub-committee was established and met regularly prior to the Demerger to oversee the due diligence carried out in relation to the Demerger. Other committees may be established from time to time to consider matters of special importance or to exercise the delegated authority of the board.

Committee charters

Each board committee has a charter summarising the role, rights, responsibilities and membership requirements for that committee. The board annually reviews the charters of the board committees and their performance against those charters. The board may consider amending its charter and the committee charters as a result of the delisting of Telecom's ADSs from the New York Stock Exchange.

Committee composition

The board is responsible for appointing committee members according to the skills, experience and other qualities they bring to the committee. All committees are required to comprise a minimum of three members. The composition of the Human Resources and Compensation Committee and the Nominations and Corporate Governance Committee each satisfies the requirement of the respective committee charter that a majority of directors be independent. In accordance with its charter, all members of the Audit and Risk Management Committee are independent.

Committee roles and operations

After each committee meeting, the board is provided with minutes of the committee meeting at the next meeting of the board. Where appropriate, the board is also given a verbal report by the chairman of the committee on the outcomes of the meeting. The structure, membership and responsibilities of the board's committees are summarised below. Each committee's role and responsibilities are also outlined in the relevant committee charter.

Attendance at Committee meetings

Member attendance at Committee Meetings held during the previous financial year are available in the Governance section of the Annual Report (PDF 2.7MB).

This page contains PDF documents. Most computers can read these but if yours can't, please download the free Adobe Reader.