Promoting ethical and responsible behaviour

Internal policies and procedures

Telecom employees are responsible for ensuring that Telecom carries out its business activities in a way that maximises business opportunities, has due regard to all applicable legal and regulatory requirements and minimises Telecom's exposure to unacceptable legal and regulatory risk. Managers are responsible for making sure that Telecom people are given appropriate information and training to assist them in complying with legal, regulatory and policy compliance obligations.

Telecom has a number of core internal policies and procedures, including:

Telecom is adopting an integrated compliance framework consistent with AS/NZ-3806 Compliance Programmes. The implementation is monitored by the Audit and Risk Management Committee. Further detail on selected policies and procedures is set out below.

Code of Ethics

Telecom expects its employees and directors to maintain the highest ethical standards. Telecom's Code of Ethics (PDF 90KB) establishes the framework by which Telecom people (including the CEO and CFO) are expected to conduct their professional lives by facilitating behaviour and decision-making that meets Telecom's business goals and is also consistent with Telecom's values, policies and legal obligations. All Telecom people receive online training on the Code of Ethics. Telecom encourages staff to report any concerns they have about compliance with the Code, Telecom Policies or legal obligations, using a custom built online reporting system. Any concerns are investigated with action taken as appropriate.

The Code of Ethics (PDF 90KB) addresses:

  • Conflicts of interest;
  • Receipt of gifts;
  • Corporate opportunities;
  • Confidentiality;
  • Expected behaviours (including to deal fairly and honestly with Telecom's people, professional advisers, customers and suppliers);
  • The proper use of Telecom's assets and information;
  • Compliance with laws and Telecom policies;
  • Delegated authority; and
  • Reporting issues regarding breaches of the Code of Ethics, legal obligations or other Telecom policies;

Telecom also has a Directors' Code of Ethics (PDF 105KB) which addresses similar topics and establishes the behaviour expected of directors.

Any amendment or waiver to the Code of Ethics and Directors' Code of Ethics will be posted here.

Copies of Telecom's Code of Ethics, Directors' Code of Ethics and board charter are also available free of charge on request to the Group General Counsel & Company Secretary by emailing telecomboard@telecom.co.nz.

Escalation procedures and whistle blowing

Any Telecom employee (including a contractor) who becomes aware of a legal, regulatory, policy or other compliance issue has a responsibility to report it using Telecom's breach reporting/whistle-blowing frameworks which include a financial compliance escalation procedure. In addition, Telecom has a procedure whereby accounting, auditing or internal control breaches or concerns may be reported confidentially to the Audit and Risk Management Committee.

Insider Trading Policy and trading in Telecom shares

Directors and employees are subject to restrictions under the law relating to dealing in Telecom securities and other related Telecom derivatives if they are in possession of inside information. Inside information is information that is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Telecom securities.

To help ensure compliance with these legal requirements the Insider Trading Policy (PDF 98KB) specifies that no director or Telecom employee may buy or sell Telecom shares while in possession of inside information. The policy also states that directors and Telecom employees in possession of inside information cannot directly or indirectly advise or encourage any person to deal in Telecom shares. The policy sets out additional rules for directors, executives, direct reports to the executive and certain other Telecom employees, which includes the requirement to seek company consent before trading and mandatory trading black-out periods.

Compliance with the Insider Trading Policy (PDF 98KB), is monitored through the consent process, by education and notification by Telecom's share registrar when any director or officer engages in trading activities. Any breach of the Insider Trading Policy would be regarded very seriously. In addition, as required by the Securities Markets Act 1988 and the Securities Markets (Disclosure of Relevant Interests by Directors and Officers) Regulations 2003, all trading by directors and officers is reported to NZX. Trading by directors is also reported to ASX.

Diversity at Telecom

Telecom believes that building diversity of thought across the organisation will deliver enhanced business performance. Diverse backgrounds, experience and perspectives are critical to build a leading-edge business and to deliver for our customers. Telecom is committed to attracting, recruiting, developing, promoting and retaining a diverse group of talented individuals who will help drive Telecom's business performance.

Telecom's Diversity Policy enshrines the Company's commitment to diversity and sets out the respective responsibilities of the board, the Human Resources and Compensation Committee and management in relation to building diversity across the organisation.

The Human Resources and Compensation Committee is responsible for developing the measurable objectives in relation to diversity within Telecom and recommending the objectives to the board for approval. The committee is also responsible for conducting annual assessments of the measurable objectives and the progress made toward achieving them, as well as reporting on such progress. These responsibilities are set out in the respective board and committee charters.

For FY12 the board has set the following measurable objectives for achieving greater diversity at Telecom:

  • Establishing initiatives to increase the proportion of women in senior leadership roles;
  • Monitoring recruitment processes to ensure effectiveness in sourcing candidates from a wide talent pool; and
  • Assessing Telecom's current levels of diversity, identifying where gaps exist and recommending further initiatives to address these gaps.
The current state of the measurable objectives is as follows:
  • A number of initiatives have been established to support increasing gender diversity in senior leadership roles. These include the launch of the Telecom Women in Leadership Programme for high-potential female employees in the leadership pipeline; the introduction of a Women's Leadership Forum to create opportunities for male and female employees to learn and reflect on diversity issues and hear from inspirational speakers; and ongoing support for the Global Women - Women in Leadership Programme.
  • Ongoing focus on our recruitment processes, including targeted sourcing campaigns to tap into wider talent pools. Development of a Hiring Manager programme has commenced with a focus on educating managers about Telecom's diversity policy and providing tools and techniques to support building a diverse workforce through the recruitment process.
  • An online census was conducted in FY12 to ascertain Telecom's current diversity fact base. The results will be used to better understand barriers to diversity and to prioritise areas of focus.
  • We continue to provide progressive flexible working policies that encourage employees to propose flexible working arrangements that suit their individual circumstances, such as child or relative care.

Telecom Gender Composition

The current proportion of women at various levels within the Telecom workforce is set out in the table below.

Committee roles, responsibilities and membership

  % female % male
Telecom Board of Directors 25 75
Officers* 11 89
Senior Leaders 23 77
Overall Workforce 38 62

*Telecom consider direct reports to the CEO to be 'officers'.

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Governance