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 dedicated compliance staff who support employees and managers in these roles.

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

Telecom has 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 from the Company Secretary by emailing

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 securities

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 FY13 to FY15 the board has set the following measurable objectives for achieving greater diversity at Telecom:

  • Increase the proportion of women in senior leadership roles through targeted strategies;
  • Attract a diverse workforce reflective of Telecom's customer and community base;
  • Support diversity and inclusion through manager education programmes and wider diversity awareness; and
  • Retain and leverage a diverse workforce through focused people policies and practices.
The current state of the measurable objectives is as follows:
  • The percentage of women in senior leadership roles has increased from 23% to 25% from 30 June 2012 to 30 June 2013;
  • A number of initiatives have continued to support increasing gender diversity in senior leadership roles, including the Telecom Women in Leadership Programme for high-potential female employees in the leadership pipeline;
  • Due to the restructuring which has occurred during FY13, recruitment has slowed down considerably, and Telecom made the conscious decision to focus less on the attraction of new talent. When recruitment again increases, it is envisaged that the business will focus on the attraction of diverse talent; and
  • Telecom also made the business decision to put on hold a number of its induction and management education programmes (specifically addressing diversity) while Telecom focused on reducing its cost base. It is currently reviewing how to address this in the future.

As noted above, despite the major focus on restructuring during FY13, some visible progress towards the measurable objectives has been made. The Board envisages that Telecom is therefore on track to meet its longer term goals.

Telecom Gender Composition

The current proportion of women at various levels within the Telecom workforce as at 30 June 2013 is set out in the table below. Comparative figures as at 30 June 2012 have also been included.

  % female % male
  2012 2013 2012 2013
Telecom Board of Directors 2525 7575
Leadership Team (Officers) 1411 8689
Senior Leadership 2523 7577
Overall Workforce 3738 6362

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