On 11 August 2016, the Board announced the appointment of experienced director and former Accenture regional managing director Jane Hemstritch as a non-executive Director and member of the Remuneration Committee, with effect from 12 August 2016. She will also stand for election at our AGM in October.
The Board has identified the mix of skills, experience and expertise it currently has and is looking to achieve in its membership, reflecting areas particularly relevant to the three pillars of our strategy (improve customer advocacy, drive value and growth from the core and build new growth businesses), as well as other areas of general relevance to the composition of the Board. The Board reviews the skills matrix on a regular basis and it helps the Board identify areas of focus and to maintain an appropriate and diverse mix in its membership.
Each of the areas of the Board’s skills matrix is currently well represented on the Board. The Board benefits from the combination of Directors’ individual skills, experience and expertise in particular areas, as well as the varying perspectives and insights that arise from the interaction of Directors with diverse backgrounds.
In respect of diversity, at Telstra diversity means difference, in all its forms, both visible and not visible, and includes differences that relate to gender, age, cultural background, disability, religion and sexual orientation, as well as differences in background and life experience, and interpersonal and problem solving skills.
For FY16, the Board’s objective about Board diversity was that there would be at least three women on the Board, representing a female gender representation among non-executive Directors of at least 30 per cent, with an additional aspiration to achieve 40 per cent female representation among non-executive Directors by 2020. For FY17, the Board has maintained this diversity objective. As at 30 June 2016, there were three female Directors on the Board (including the Chairman of the Audit & Risk Committee), representing a female gender representation among non-executive Directors of 33 per cent.
The Board has three standing Committees – the Audit & Risk Committee, the Remuneration Committee and the Nomination Committee. Together they play a significant role by focusing in more detail on specific areas of our operations and governance framework, which assists in strengthening the Board’s oversight of Telstra.
The Board reviews its performance annually, as well as the performance of each Committee and individual Directors. These performance reviews are conducted both internally and, on a periodic basis, externally with the assistance of a facilitator.
As the FY15 review was conducted with the assistance of an external facilitator, the FY16 review of Board, Committee and Director performance was conducted internally. The overall conclusion was that the Board continues to operate well in the discharge of its duties and oversight of Telstra.
In the context of the significant degree of renewal on the Board in recent times, including the retirement of three long standing Directors during the year, the Board intends to undertake an external Board performance review in the second half of 2016, to assist the Board in actively monitoring its performance and ensuring it continues to operate effectively.
Board operating rhythm
The Board has an established Board cycle, which provides a high level overview of items to be considered over a 12 month period. Its key purpose is to link the Board program with strategic and operational priorities and to ensure the Board devotes appropriate time to consideration of the various dimensions of our business across the cycle.
The items covered across the cycle include matters ranging from implementation of our strategy, performance against our corporate plan, the status of our material business risks and matters requiring Board approval, to matters relating to our people, culture and governance framework.
The Board cycle is reviewed on an ongoing basis to ensure it reflects the current needs of the Board and the business.
Some of the activities and areas of focus of the Board during FY16 included:
- continued in depth consideration of our strategy over the short, medium and longer term
- renewal and succession planning, at both Board and senior management level
- network resilience and the work being undertaken following the network interruptions which occurred in the second half of FY16, and
- a Board visit to the US, which provided an opportunity for Directors to engage with other companies to gain insights on topics relevant to Telstra’s strategy, as well as our market challenges and opportunities.