Board Committees

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. 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.

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. The composition of the Human Resources and Compensation Committee satisfies the requirement of its charter that all members are non-executive directors. 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.

Committee roles, responsibilities and membership


Committee
  
Human Resources and Compensation Committee

  
Audit and Risk Management Committee
  
Nominations and Corporate Governance Committee

Role & responsibilities
  
To assist the board in overseeing the management of the human resources activities of Telecom.

The Committee's responsibilities are set out in the Human Resources and Compensation Committee Charter (PDF 86KB).
  
To assist the board in its oversight of the integrity of the financial reporting and the risk management framework, and ensure the independence of the external Auditors.

The Committee's responsibilities are set out in the Audit and Risk Management Committee Charter (PDF 123KB).
  
To identify and recommend to the board nominations for members of the board.

To develop and review Telecom's corporate governance principles and make recommendations to the board.

The Committee's responsibilities are set out in the Nominations and Corporate Governance Committee Charter (PDF 84KB).


Members as at 30 September 2013
   Justine Smyth (Chair)
Maury Leyland
Kevin Roberts
Mark Verbiest

The composition of the Committee satisfies the requirement of the Committee Charter that a majority of Directors be independent and that none of the directors are executive directors.

   Murray Horn (Chair)
Paul Berriman
Charles Sitch
Justine Smyth
Mark Verbiest attends meetings in an ex officio capacity

The composition of the Committee satisfies the requirement in the Committee Charter that all Directors must be independent and be financially literate.

The Charter also requires that one member of the Committee be a financial expert. Murray Horn is considered to be financial expert as defined in the Charter.

   Mark Verbiest (Chair)
Paul Berriman
Murray Horn
Maury Leyland
Kevin Roberts
Charles Sitch
Justine Smyth

The composition of the Committee satisfies the requirement of the Committee Charter that a majority of Directors be independent.


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).

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