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TELSTRA GROUP LIMITED — Governance Information 2025
Aug 25, 2025
68173_rns_2025-08-25_918cb02e-c6d0-4572-be13-0f125e4e4ce8.pdf
Governance Information
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25 August 2025 Singapore Exchange Securities Trading Limited Office of the Company Secretary 2 Shenton Way Level 41 #02-00 SGX Centre 1 242 Exhibition Street Singapore 068804 MELBOURNE VIC 3000 AUSTRALIA
ELECTRONIC LODGEMENT
Telstra Group Limited – Corporate Governance Statement and Appendix 4G
In accordance with the Listing Rules, attached for release to the market by Telstra Group Limited is Telstra's 2025 Corporate Governance Statement and Appendix 4G.
Authorised for release by
Craig Emery Company Secretary
General Enquiries : E: [email protected] Investor Relations : 1800 880 679; E: [email protected]
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Governance at Telstra
2025 Corporate Governance Statement
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Corporate Governance Statement | 2025
We are committed to excellence in corporate governance, transparency and accountability.
This is essential for the long-term performance and sustainability of our company, and to protect and enhance the interests of our shareholders and other stakeholders.
Our governance arrangements and practices play an integral role in supporting our business and helping us deliver on our strategy.
They provide the structure through which our strategy and business objectives are set, our performance is monitored, and the risks we face are managed.
They include a clear framework for decision making and accountability across our business and provide guidance on the standards of behaviour we expect of each other.
We review our governance practices in light of current and emerging corporate governance developments of relevance to our company, and to reflect market practice, expectations and regulatory changes as appropriate.
This report summarises Telstra’s governance arrangements and practices during FY25. It has been approved by the Board of Telstra Group Limited and is current as at 25 August 2025 (unless otherwise stated).
We comply with the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Recommendations), which is reflected in this statement, as well as our Appendix 4G (which summarises our compliance with the ASX Recommendations).
More information about governance at Telstra (including this statement and Appendix 4G, our Board and standing Board Committee Charters and key governance policies) can be found on our governance website at telstra.com/ governance .
Our governance framework includes:
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open, clear and timely communications with our shareholders
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a skilled, experienced, diverse and independent Board, with a Board Committee structure suited to our needs
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clear delegation, decision making and accountability frameworks
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robust systems of risk management and assurance
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our behaviours and habits, Telstra Group Code of Conduct, and policy framework which explains what we stand for as an organisation and how we will conduct ourselves as we work together to deliver our strategy.
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Telstra Group Limited Board
People and Risk and
Audit Remuneration Nomination Sustainability
Committee Committee Committee Committee
CEO
CEO Leadership Team
Our People
Policies, systems and processes
Key Delegation, oversight Accountability, reporting
Independent
assurance and advice
Strategy and risk management
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Purpose, behaviours and habits, and culture
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Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
1. Our Board of Directors
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Craig Dunn
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Vicki Brady
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Eelco Blok
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Maxine Brenner
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Roy Chestnutt
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David Lamont
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Ming Long AM
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Bridget Loudon
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Elana Rubin AM
We currently have nine Directors on our Board (eight non-executive Directors and the CEO): Chair Craig Dunn, CEO and Managing Director Vicki Brady and non-executive Directors Eelco Blok, Maxine Brenner, Roy Chestnutt, David Lamont, Ming Long AM, Bridget Loudon and Elana Rubin AM.
During FY25, Niek Jan van Damme retired from the Board after the AGM in October 2024 and David Lamont was appointed to the Board in December 2024.
Details of Directors who are standing for election and re-election at the 2025 AGM are set out in our 2025 Notice of Annual General Meeting.
Further information about our Directors, including their qualifications, experience and length of service, can be found in the Board of Directors section of our 2025 Annual Report and at telstra.com.au/ aboutus/our-company/present/the-board .
Roles and responsibilities
The Board
The Board is responsible for governing the management of Telstra’s business, and is accountable to shareholders in performing that role. The Board has a Charter that sets out in detail its responsibilities, as well as other matters relating to its composition, conduct and the arrangements by which it operates.
The Board’s responsibilities include approving Telstra’s strategy, approving and monitoring the implementation of the corporate plan, selecting and appointing the CEO, setting Telstra’s risk appetite and overseeing the management, performance and governance of Telstra.
The Board has delegated responsibility for the day-to-day management of Telstra to the CEO in accordance with the strategy, corporate plan and policies approved by the Board, except for those matters specifically reserved to the Board or its Committees. Reserved matters include significant expenditure and acquisition and divestment transactions above the limits delegated to the CEO, material variations to our strategy and the annual corporate plan, and capital management initiatives including the payment of dividends, share issues and buy-backs and returns of capital.
The CEO is accountable to the Board for the exercise of the delegated authority and is responsible for, among other things, developing and implementing our strategy, managing the organisation in accordance with our strategy and corporate plan, and instilling and reinforcing Telstra’s behaviours and habits and Code of Conduct. With the support of senior management, the CEO provides the Board with reports, briefings and presentations on a regular basis throughout the year, and Directors challenge management and hold them to account.
Our Chair
Our Chair must be an independent Director appointed by the Board and the role of Chair and CEO cannot be fulfilled by the same person. Our current Chair, Craig Dunn, is an independent non-executive Director. He has been a Director of Telstra since 12 April 2016 and appointed Chair effective from 17 October 2023.
The Chair’s overarching responsibilities are to provide appropriate leadership to the Board and Telstra and to ensure the Board fulfils its obligations under its Charter.
The CEO in turn has delegated some of these powers to senior management and others throughout the organisation under our Telstra delegations framework.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
Our Company Secretary
Our Group Company Secretary, Craig Emery, is appointed by the Board and reports directly to the Board through the Chair. He commenced in the role on 15 October 2024 following the retirement of Sue Laver as Group Company Secretary.
All Directors have access to the Group Company Secretary. The Group Company Secretary’s role includes advising the Board and its Committees on governance matters, monitoring that Board and Committee policies and procedures are followed, coordinating all Board business and providing a point of reference for dealings between the Board and management.
Our Board and Board Committee Charters, which provide further information about the roles and responsibilities of the Board, Board Committees, the CEO and management, are available on our governance website at telstra.com/ governance. Information about our CEO and our leadership team can be found in our 2025 Annual Report and at telstra. com.au/aboutus/our-company/present/ leadership-team.
Board structure and composition
The Board actively seeks to ensure it has an appropriate mix of diversity, skills, experience and expertise to enable it to discharge its responsibilities effectively and to be well equipped to help our company navigate the range of opportunities and challenges we face.
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Non-executive Director tenure Age of non-executive Directors
12.5%
34–44 years (1 Director)
37.5% 37.5% 0-3 years (3 Directors) 37.5% 12.5%
45–54 years (1 Director)
3-6 years (2 Directors)
55–64 years (3 Directors)
6-9 years (3 Directors)
65–70 years (3 Directors)
37.5%
25%
Board gender diversity –non-executive Directors Non-executive Director geographical diversity
12.5%
12.5% Australia (6 Directors)
Female
50% 50% USA (1 Director)
Male
Europe (1 Director)
55.6% 75%
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*As at 25 August 2025
Matters relating to Board (and Board Committee) structure and composition are considered by the Board and Nomination Committee in accordance with the framework set out in the Board and Nomination Committee Charters and through processes implemented by the Board.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
Skills, experience and diversity
The Board utilises a skills matrix to assist it in maintaining an appropriate and diverse mix in its membership and identifying areas of focus. The matrix sets out the skills the Board currently has and is looking to achieve in its collective membership[1] .
In 2024, the Board undertook a comprehensive and externally facilitated skills assessment, which involved each Director participating in a self-assessment
of their levels of capability and experience in over 50 different areas, grouped into skills categories, with some calibration of those self-assessments to facilitate consistency of Director assessments.
During the year, the Board reviewed the skills categories and confirmed they remain appropriate. A self-assessment and calibration process against these skills categories was undertaken again this year.
The assessment assists the Board in its future renewal planning, and the Board will continue to review and refine its approach to the Board skills matrix.
The table below highlights the skills categories assessed, and the extent to which they are currently represented on the Board.
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Board skills matrix
Representation on the Board among
Skill category
non-executive Directors
Senior executive, CEO and Board experience – experience in CEO or senior executive
position and other non-executive director experience in comparable organisations.
Strategy and commercial acumen – experience in assessing and testing strategic
objectives for complex businesses. Understanding drivers of customer experience.
Experience translating strategic objectives into concrete plans and capital allocation
decisions.
Industry experience – extensive experience in the telecommunications industry and in
industries undergoing significant disruption, including international experience.
Technology and digital – experience in information technology, data management and
security, digital transformation, digital disruption, commercialisation of digital products
and services, and in cyber-security.
People and culture – experience in remuneration, work, health and safety, workplace
culture, people management and succession planning.
Governance, risk and compliance – sound knowledge of governance, including the
legal, compliance and regulatory environment applicable to large ASX listed entities
and highly regulated companies. Understanding of risk management frameworks and
controls, and the identification, assessment and management of risk across large
organisations.
Financial and accounting – high level of financial acumen, qualifications or experience
in accounting, financial reporting and financial controls. Knowledge of corporate
financing, treasury, equity and debt markets and retail and institutional investors.
Sustainability, climate and ESG – understanding the potential risks and opportunities
associated with climate and other environmental and social matters. Experience with
managing reputation, standing in the community and relationships with key
stakeholders (including industry, government and regulators).
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** Based on a moderated self-assessment.
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In addition, it is a requirement of the Telstra Corporation Act 1991 (Cth) that at least 2 directors have knowledge of, or experience in, the communication needs of regional, rural or remote areas.
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Level of working experience and knowledge
High competency, knowledge and experience
Extensive experience and knowledge
General working experience and knowledge
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Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
The Board considers that each of the category of skills set out in the matrix is currently well represented on the Board, recognising that the preferred skill mix is dynamic, and will evolve and continue to change over time. In addition, the Board benefits from the combination of Directors’ individual skills and experience in particular areas, as well as the varying perspectives and insights that arise from the interaction of Directors with diverse backgrounds. The Board also continues to seek ways to augment the skills and experience represented on the Board to best equip the Board to fulfil its role effectively.
In respect of diversity, the Board considers diversity through a number of lenses – both gender and beyond – to provide fresh thinking and different perspectives on the Board (whether through age, experience or otherwise). In appointing new Directors, the Board is very conscious of putting in place the right balance of skills, knowledge, experience and diversity on the Board to enable it to discharge its responsibilities effectively and add value.
For FY25, the Board’s diversity objective was to maintain (at least) 40 per cent representation of women, 40 per cent representation of men and 20 per cent representation of any gender amongnon-executive Directors.
As at 30 June 2025, four of our nonexecutive Directors were women, equating to 50 per cent representation of women among non-executive Directors. In total there are five Directors who are women on the Board (including our CEO, Vicki Brady), equating to 55.6 per cent representation of women on the overall Board.
For FY26, the Board remains committed to maintaining (at least) 40 per cent representation of women, 40 per cent representation of men and 20per cent representation of any gender among non-executive Directors.
The Board has several initiatives in place to meet its strategic imperative of ensuring the company has a diverse Board including that a diverse range of qualified candidates is considered for appointment and developing a pipeline of potential Board candidates. A number of Directors also participate in formal and informal programs and arrangements to assist in the development of a broader pool of skilled and experienced Board candidates, such as mentoring for executives and nonexecutive directors (of any gender) across public, private and not-for-profit sectors.
In addition, the Director’s Leave of Absence Policy provides for parental leave as a further initiative to support Board diversity. During FY25, Bridget Loudon accessed parental leave from 10 July 2024 to 29 October 2024.
Tenure, election and re-election
Each non-executive Director’s term of appointment is subject to the provisions of the Corporations Act, the ASX Listing Rules and our Constitution.
The Board does not set fixed tenure limits for non-executive Directors and tenure remains a matter for the Board’s discretion. In recognition of the importance of Board renewal and succession planning, the Board has adopted a policy which outlines certain principles with respect to Board and Committee tenure. These were reviewed and updated by the Board during the year and include the following principles:
Director Where a non-executive Positions Director is approaching re-election, a review of their continuing directorship should take place, taking into account broader Board renewal and Board composition considerations and the requirements of the Telstra Corporation Act.
Board Committee membership is to Committee be reviewed at least every Membership three years. It is the Board’s intention that periodic rotation of Committee members’ appointments should occur from time to time, subject to considerations of Committee succession planning and the overall composition/skills/ experience of the Committee.
The Board also considers the length of service of each non-executive Director as part of its assessment of Director independence.
Our selection, nomination and appointment of non-executive Directors involves a process undertaken by the Nomination Committee and the Board, and we generally engage an executive search firm to assist in the process. As part of the process, the Board establishes criteria about the general qualifications and experience, as well as the specific qualifications, skills and expertise, that a candidate should possess. Before the Board appoints a Director, or puts forward a candidate for election as a Director, we
undertake appropriate background checks, including director disqualification, bankruptcy, criminal history and education.
We provide formal letters of appointment to all new non-executive Directors (as well as senior management) in their personal capacity setting out the terms and conditions of their appointment. Director letters of appointment include a requirement for Directors to inform the Chair if they accept any new nonexecutive director or executive appointments. Directors are required to consult with the Chair before accepting any additional commitments which might conflict with, or impact on the time they are able to devote to, their role as a Telstra non-executive Director. Appropriate commitment of time to the affairs of Telstra is also one of the issues addressed in Directors’ performance reviews.
Non-executive Directors appointed by the Board during the year must stand for election at the next AGM, and non-executive Directors may not hold office for more than three years (or beyond the third AGM following their appointment or last election, whichever is the later) without re-election.
A recommendation to re-elect a nonexecutive Director at the end of their term is not automatic. Before each AGM, the Board determines if it will recommend that shareholders vote in favour of the re-election of the non-executive Directors standing for re-election. This decision is made by the Board, having regard to the needs of the company, the outcome of the annual Board performance review (see below) and any other matters it considers relevant.
The Board considered the tenure of Craig Dunn who was appointed in April 2016 and is standing for re-election at our 2025 AGM. As stated in our 2025 Notice of Meeting, the Board has recommended Craig Dunn’s re-election. In making this recommendation, the Board took into account factors including Craig’s performance, the skills, experience and leadership he provides to the Board and Telstra as we commence execution of our Connected Future 30 strategy, the length of time he has served as Chair (and as a Director) and the importance of continuity on the Board. The Board believes that, notwithstanding his period of service on the Board, Craig has retained his independence of character and judgement and continues to bring invaluable experience and expertise to the Board.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
As the tenure of the CEO as a Director is linked to their executive office, the CEO is not required to stand for election.
We provide shareholders with all material information in our possession that is relevant to a decision on whether to elect or re-elect a Director in our AGM Notice of Meeting.
Our Board and Nomination Committee Charters, and Constitution, are available on our governance website at telstra.com/ governance. Information about our Directors, including their qualifications, experience and length of service, can be found in the Board of Directors section of our 2025 Annual Report and at telstra. com.au/aboutus/our-company/present/ the-board.
Director independence
The Board recognises the important contribution that independent Directors make to good corporate governance. All Directors, whether independent or not, are required to act in the best interests of Telstra and to exercise unfettered and independent judgement.
The Board intends that the CEO is the only executive Director and that all non-executive Directors are also independent Directors.
The Board assesses, at least annually, the independence of each non-executive Director. We consider that an independent Director is a non-executive Director who is free of any interest, position or relationship that might influence, or could reasonably be perceived to influence, in a material respect, their capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of Telstra, rather than in the interests of an individual securityholder or other party.
When assessing the independent status of a Director, the Board considers the relationships potentially affecting the independent status of a director as described in Box 2.3 of the ASX Recommendations. Materiality is assessed on a case-by-case basis from the perspective of both Telstra and the relevant Director, and consideration is given to both qualitative and quantitative factors.
Other than the CEO, all our Directors are non-executive Directors and have been determined by the Board to be independent. As part of its independence assessment, the Board considered the length of service of each non-executive Director on the Board and concluded that no Director had been a Director of Telstra for such a period that their independence may have been compromised.
Performance assessments
Board, Committee and Director
The performance of the Board, its standing Committees and individual Directors (including the performance of the Chair as Chair of the Board) is reviewed annually. This review may be performed internally, or from time to time, with the assistance of an external third party. The Chair reviews the performance of each non-executive Director, with additional feedback provided as part of the externally facilitated Board review. Unless otherwise determined by the Chair, for non-executive Directors likely to stand for re-election, the Chair’s review of their performance will be assisted by an external third party reviewer. In the case of the Chair, his/her performance is reviewed by the Chair of the People and Remuneration Committee (with the assistance of an external third party reviewer when the Chair is proposing to stand for re-election).
The FY25 performance review comprised:
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an externally facilitated review of the standards upheld by the Board including their alignment to the Telstra behaviours and habits;
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performance of the new Board Committees commencing from 1 March 2025, including externally facilitated feedback on the performance of the Committees and effectiveness of the new Committee structure, and meetings between the Chair of the Board and each Committee Chair;
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an externally facilitated review of the performance of Directors standing for reelection; and
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a review of progress made since the externally facilitated 2024 Board effectiveness review.
In addition, the Board undertook an assessment of key matters considered by the Board consistent with its responsibilities under its Charter, and similar assessments were undertaken by each standing Board Committee and provided to the Board.
The Board also considered the
performance of the Directors standing for re-election at the 2025 AGM, including feedback from the externally facilitated review, when determining the Board’s recommendation to shareholders regarding the re-election of those Directors.
CEO and senior management
The Board reviews the CEO’s performance annually against agreed measures and other relevant factors. The CEO undertakes a similar exercise in relation to senior management, and the Board approves the performance outcomes for senior management. Reviews of the performance of the CEO and senior management were undertaken at the end of FY25.
Information about our remuneration framework and policies, and details of the remuneration for FY25 for non-executive Directors, the CEO and senior management who were Key Management Personnel, can be found in our 2025 Remuneration Report (which forms part of the Directors’ Report in our 2025 Annual Report at telstra.com/annualreport).
Director induction and continuing education
All new Directors participate in an induction process coordinated by the Group Company Secretary, which assists in providing a smooth transition for new Board members. The induction process for our non-executive Directors includes briefings from senior executives on our structure, our strategy, business operations and the sectors and environments in which we operate, our material risks and our people, as well as site visits.
We also have in place a continuing education program for Directors, and we provide other appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role effectively. As part of this program Directors, individually and collectively, continue to develop and consolidate their understanding of the communication needs of regional, rural and remote areas of Australia, as well as develop their skills and knowledge on particular topics of relevance to Telstra.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
During FY25, our program incorporated:
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A Board trip to the US to meet with a set of peers, partners and industry thought leaders with a focus on three main goals:
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−Connecting with peers and partners on the evolving telecommunications landscape
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−Understanding digital infrastructure investment trends and perspectives
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−Learning about the leading edge of AI application, especially agentic AI
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Education sessions (including updates from global peers) on:
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−Systems and services value chain
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−Industry vision and the role of telecommunications providers, the global megatrends and strategic focus on data and AI
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−Practical application of AI for the Board
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Attendance by some Directors at a relevant industry conference (Mobile World Congress).
Access to management and independent advice
Directors have complete access to our senior management team through the Chair, CEO or Group Company Secretary at any time. In addition to regular presentations by senior management at Board meetings, Directors may seek briefings from senior management on specific matters.
The Board has the authority to conduct or direct any investigation required to fulfil its responsibilities and can retain, at Telstra’s expense, such legal, accounting or other advisers, consultants or experts as it considers necessary from time to time in the performance of its duties. All Board Committees also have access to independent professional advice on this basis.
In certain circumstances, each Director has the right to seek independent professional advice at Telstra’s expense within specified limits.
Conflicts of interests
In accordance with the requirements of the Corporations Act and our Constitution, Directors must declare any conflict of interest they may have, and must follow the procedures set out in our Directors’ Interests Policy including, in certain circumstances, abstaining from participating in any discussion or voting on matters in which they have a material personal interest.
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Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
2. Our Board Committees
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The Board has four standing Committees. Together they play a significant role by focusing in more detail on specific areas of our operations and governance frameworks, which assists in strengthening the Board’s oversight of Telstra.
To better balance the workloads of the Committees and recognising increasing regulatory and reporting requirements, a decision was made to restructure our standing Board Committees. From 1 March 2025, the new structure of four Committees (outlined below) commenced.
The following four standing Committees assist the Board in carrying out its responsibilities:
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Audit Committee (from 1 March 2025) (Audit and Risk Committee from 1 July 2024 to 28 February 2025)
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People and Remuneration Committee
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Risk and Sustainability Committee (from 1 March 2025), and
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Nomination Committee.
The Board appoints the members and Chair of each standing Committee, and only independent, non-executive Directors can be members.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
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Audit Committee
Committee Purpose Composition Members
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| Audit Committee | Audit Committee | Audit Committee |
|---|---|---|
| Committee Purpose | Composition | Members |
| Oversight of: • external reporting of fnancial information regarding Telstra; • external audit; • internal fnancial control framework for the Group; and • matters signifcantly impacting the fnancial condition or afairs of the Group. |
• Must have a minimum of three independent non-executive Directors who between them have sufcient accounting and fnancial knowledge. • The Chair of the Committee must be an independent non-executive Director and the Chair of the Board cannot be the Chair of the Committee. • A member of the Risk and Sustainability Committee will also be a member of the Committee, and the Chair of the Committee will be a member of the Risk and Sustainability Committee. |
Members at end of FY251 David Lamont – Chair Craig Dunn Ming Long AM |
| Nomination Committee | Nomination Committee | Nomination Committee |
|---|---|---|
| Committee Purpose | Composition | Members |
| Supports the Board on Board composition, renewal, performance and Board related governance matters. Reviews performance of CEO. |
• Must have a minimum of three independent non-executive Directors. • The Chair of the Board is the Chair of the Committee. |
Members at end of FY251 Craig Dunn – Chair All other non-executive Directors |
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People and Remuneration Committee
Committee Purpose Composition Members
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| People and Remuneration Committee | People and Remuneration Committee | People and Remuneration Committee |
|---|---|---|
| Committee Purpose | Composition | Members |
| Oversight of: • health, safety and wellbeing; • remuneration strategies and frameworks; • employee conduct; • employee and industrial relations; • talent, workforce capability, performance and succession planning for senior management roles; and • diversity, equity and inclusion. |
• Must have a minimum of three independent non-executive Directors. • The Chair of the Risk and Sustainability Committee will be a member of the Committee. |
Members at end of FY251 Elana Rubin AM – Chair Eelco Blok Maxine Brenner Bridget Loudon |
| Risk and Sustainability Committee | Risk and Sustainability Committee | Risk and Sustainability Committee |
|---|---|---|
| Committee Purpose | Composition | Members |
| Oversight of: • risk management; • compliance; • internal controls (other than controls, policies and compliance relating to fnancial reporting, tax, treasury, funding, and insurance arrangements); • group internal audit; • the Structural Separation Undertaking (SSU); and • environmental, social and governance (ESG) matters. |
• Must have a minimum of three independent non-executive Directors who between them have sufcient risk, compliance and ESG knowledge. • The Chair of the Committee will also be a member of the People and Remuneration Committee. The Chair of the Audit Committee will be a member of the Committee. A member of the Committee will be a member of the Audit Committee. |
Members at end of FY251 Maxine Brenner – Chair Roy Chestnutt David Lamont Ming Long AM |
Each Committee operates in accordance with a Charter approved by the Board, and the Committee’s Charter is reviewed each year. Committee membership is reviewed at least every three years. The Committees report, and make recommendations, to the Board as appropriate, and information and papers considered by a Committee are provided to other Committees and the Board as relevant.
From time to time the Board also establishes ad hoc Committees to support the Board in carrying out its responsibilities.
Our standing Board Committee Charters are available on our governance website at telstra.com/governance. Details of the number of meetings held by the Board and its standing Committees during FY25, and attendance by Directors, can be found in our 2025 Directors’ Report included in our 2025 Annual Report at telstra.com/annualreport. Information on the relevant qualifications and experience of Committee members can be found in the Board of Directors section of our 2025 Annual Report.
- Please refer to the Directors’ Report section of the 2025 Annual Report for further details on Committee members during FY25.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
3. Engaging with our shareholders and investors
We value and facilitate a direct, two-way dialogue with our shareholders and investors. It is important we provide relevant information to shareholders, listen to and understand their perspectives and respond to their feedback.
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Our Annual General Meeting
Our Annual General Meeting (AGM) plays an important role in providing our shareholders with an opportunity to hear directly from the Chair and CEO about our business, governance, financial performance and prospects. It also provides an opportunity for shareholders to ask questions of the Board, management and the auditor on the management and performance of our company.
- Our 2024 AGM was a physical meeting held at the Hyatt Regency Sydney on 15 October 2024. Shareholders unable to attend in person could view a live webcast of the meeting and submit questions online, using the platform provided by our share registry, MUFG Corporate Markets (AU) Limited. Our AGM website (www.telstra.com/agm) provided shareholders with all the information needed to vote, attend and ask a question at the meeting.
Our websites
We provide ready access to information about Telstra on our websites, including through our:
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Investor Centre (telstra.com/investor) – which includes information on our financial results, annual reports, our ASX announcements and investor presentations.
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Governance at Telstra website (telstra.com/governance) – which provides access to key governance documents such as our Board and Committee Charters, our Code of Conduct and other governance policies, as well as other governance related Telstra reports.
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Sustainability website (telstra.com/sustainability/report) – which includes information on our sustainability approach and performance, as well as access to our In Focus papers, data packs and additional downloads.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
Other shareholder and investor engagement and communications
We also have a range of initiatives in place to facilitate shareholder participation and engagement at our AGM, and to promote effective communication with shareholders and investors more generally. During FY25 this included:
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The AGM Other shareholder and investor engagement initiatives
• Encouraging shareholders to provide • Recording events such as our • Organising institutional investor
us with their questions ahead of the Half Year and Full Year financial roadshows following our Half Year and
AGM. results briefings and other investor Full Year financial results briefings,
presentations, and making those including briefings with brokers and
This helps us further understand
shareholder issues and concerns and presentations available on our financial advisors.
Investor Centre.
enables us to address areas of • Participating in conferences in
shareholder feedback at the meeting. • CEO Vicki Brady recorded a summary Australia and overseas to formally
of our FY25 half year results and this meet with institutional investors to
We also provide responses to
was made available on our Investor discuss Telstra’s strategy and
frequently asked shareholder
Centre. The video was also provided performance.
questions on our website.
to shareholders with their 2025
• Having scheduled ad hoc interactions
• Recording the AGM and making it Interim Dividend email.
with institutional investors, retail
available for shareholders to view
• Investor briefing – in May 2025 we brokers, sell side analysts and proxy
after the meeting.
announced our Connected Future advisers.
After the AGM we also made available 2030 strategy. A recording of the
• Communicating directly with retail
online the questions asked by event was made available to
shareholders via our Investor Centre
shareholders during the meeting shareholders on our Investor Centre
([email protected].
which were relevant to the items of along with a copy of the transcript.
com).
business.
• CFO Michael Ackland presented
• Continuing to encourage shareholders
• Our standard practice, consistent with to retail shareholders at the ASX
to provide us with their email
the Corporations Act, is for all CEO Connect virtual conference
addresses so we can communicate
resolutions to be decided by a poll in September 2024. This was a
with them electronically.
rather than by a show of hands, in the free-to-register event and a recording
interests of representing the views of is available on the ASX website at
as many shareholders as possible. www.asx.com.au.
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Our Continuous Disclosure Policy sets out how we engage with our securityholders, analysts, other members of the investment community and the media.
Our Continuous Disclosure policy can be found on our governance website at telstra.com/governance. Information about our Annual General Meetings can also be found at telstra.com/agm.
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Corporate Governance Statement | 2025
4. Risk management and assurance
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• Risk & Sustainability Committee • People & Remuneration • Audit
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Managing our risks
Understanding and managing our risks is part of how we work. It helps us meet our strategic objectives as well as our legal and regulatory obligations, and enables us to make informed business decisions and act ethically in the best interests of Telstra and our shareholders.
Our Risk Management Policy outlines our approach, objectives and principles for risk management at Telstra, including our commitment to ensuring a consistent approach to managing our risks via our risk management framework.
Our risk management framework
Our risk management framework guides the organisation on how risks are managed across Telstra. The framework aligns with ISO 31000:2018, the International Standard for risk management. The risk appetite statements are set by the Board and guide risk management across the Telstra Group. Our risk management framework aligns with our corporate strategy and determines the extent of risks Telstra should take in pursuit of its strategic objectives.
The risk governance at Telstra is overseen by the Board and its Committees, and our ‘three lines of defence’ accountability model, which comprises:
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First Business stakeholders and operational management who are responsible for
Line identifying, assessing and managing their risks.
Second The Chief Risk Office which works together with risk management teams in each
Line business area, and other second line oversight functions (e.g. Health, Safety,
Wellbeing and Environment, Cyber Security, Supplier Governance, and Group
Compliance), which are responsible for our risk and compliance frameworks,
oversight and monitoring.
Third Our Group Internal Audit function, which is responsible for providing independent
Line assurance on governance, risk management and internal control processes.
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Corporate Governance Statement | 2025
The risk culture at Telstra is shaped through our people, our leaders, and our behaviours and habits. Our data and technology provide the intelligence that further strengthens our risk culture. A core component of our framework is the risk management process, which provides a set of coordinated activities to identify, assess, and take actions to manage the many risks that can affect success. This process is aligned with the risk appetite statements and indicators for our key risks. The risk management process ensures consideration of all types of risks from internal and external sources, including strategic, operational, financial, and regulatory, as well as conduct, economic, environmental, and social sustainability risks.
Our Risk and Sustainability Committee (and formerly our Audit and Risk Committee)
The Risk and Sustainability Committee (and formerly our Audit and Risk Committee) oversees Telstra’s risk management framework, including its implementation and effectiveness. This includes:
-
reviewing Telstra’s risk management framework at least annually to satisfy itself that it continues to be sound and effective, and that Telstra is operating with due regard to the risk appetite set by the Board; and
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reviewing reports from management on risk culture and any conduct that is materially inconsistent with the Telstra behaviours and habits or Code of Conduct (including material breaches and the action taken, or proposed to be taken, in response to those breaches) which are of relevance to the Risk and Sustainability Committee’s responsibilities.
In respect of FY25, the Risk and Sustainability Committee (and formerly the Audit and Risk Committee) has reviewed Telstra’s risk management framework and is satisfied that it continues to be sound and effective, and that Telstra is operating with due regard to the risk appetite set by the Board.
Management forums
Our CEO Leadership Team acts as the peak management governance forum for risk management across Telstra. We have a series of risk governance forums with the CEO Leadership Team to ensure that our teams implement an effective risk management and internal control framework to identify, manage and monitor our risks, and for the review and consideration of risk management responsibilities.
The forums provide senior management with more detailed and timely information in relation to our key risks and controls, including current and emerging risks, compliance, privacy, fraud, customer experience, responsible business, business continuity, network resilience, cyber and data security, supplier governance, health, safety and wellbeing, climate change and nature, and internal audit activities.
Our risks
We maintain ongoing processes for identifying emerging and escalating sources of risk to our business. This includes undertaking risk assessments on products and services from design through to market launch, industry and market trend analysis, risk workshops with our partners, and regular risk forums with senior management which include scenario planning exercises to test our resilience and preparedness.
Identified risks, along with their controls and treatment plans, are monitored for changes in their exposure, or effectiveness, and are reported to the Board (including its Committees) during the year.
We consider ESG factors as part of our consideration of our risks. Each year we apply a double materiality approach where we consider the inward-facing sustainability related financial factors that may influence the long-term sustainability of our business and outward-facing sustainability impact factors of greatest significance to our stakeholders, society and the environment. For more information about the sustainability related financial risks to our business, please see our 2025 Annual Report.
Maintaining clear oversight of our climate and nature related risks and opportunities is one of our sustainability governance priorities. We are committed to enhancing our climate and nature related disclosures, as provided in the Acting on climate and nature section of the 2025 Annual Report, which are aligned with ISSB (International Sustainability Standards Board) IFRS (International Financial Reporting Standards) S2 and the recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD).
FY25 activities and initiatives
We undertake various activities to monitor and review our risk management framework to ensure that it is operating as intended. We conduct reviews and selfassessments of our framework annually across the enterprise and report the results to our senior management risk forum and the Risk and Sustainability Committee. We use the results of those reviews, as well as recommendations from Group Internal Audit, to identify and implement opportunities that improve our framework.
In FY25 we implemented several improvements in our risk management. These included a more targeted focus and prioritisation of the key material risks, clear accountability and the leveraging of data from our Governance, Risk and Compliance tool, RiCom, to generate insights and reporting. In addition, we continued uplifting our compliance posture through our Compliance Uplift Program and significantly improved our controls and assurance capabilities.
Our Risk and Sustainability Committee Charter is available on our governance website at telstra.com/governance.
A summary of the material risks that could affect Telstra (including any material exposure to economic as well as ESG risks), and how we seek to manage them is provided in the Our material risks section of our 2025 Annual Report at telstra.com/ annualreport.
More information about climate change, nature and other sustainability risks, our approach to managing them, and our performance is available in the Our material risks section and the Acting on climate and nature section of our 2025 Annual Report, as well as our 2025 Bigger Picture Sustainability Report at telstra. com/sustainability/report.
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Corporate Governance Statement | 2025
Internal audit
Our internal audit activities are undertaken by Group Internal Audit, Telstra’s internal audit function. The role of Group Internal Audit is to provide the Board and management with independent and objective assurance on the effectiveness of our governance, risk management and internal control processes. To maintain the necessary independence it needs to carry out its role, Group Internal Audit has no direct operational responsibility or authority over any of our business or risk management activities.
Functional responsibility for Group Internal Audit resides with the Centre of Expertise (COE) Executive, Group Internal Audit, whose appointment is recommended by the Risk and Sustainability Committee and approved by the Board. The COE Executive, Group Internal Audit reports to the Risk and Sustainability Committee (formerly the Audit and Risk Committee) and administratively to the CFO. Group Internal Audit has full and unrestricted access to all our information systems, records, physical properties and employees to carry out its activities. The work of Group Internal Audit is guided by the International Professional Practices Framework provided by the Institute of Internal Auditors. The Risk and Sustainability Committee monitors Group Internal Audit’s activities and performance, including its independence.
Our external auditor
Telstra’s current external auditor is Deloitte Touche Tohmatsu (Deloitte) who commenced acting in that role from the financial year commencing on 1 July 2024. Shareholders approved Deloitte’s appointment at our 2024 AGM. The Deloitte lead auditor will attend our 2025 AGM and be available to answer shareholder questions about the conduct of our audit and the preparation and content of the 2025 auditor’s report.
The Audit Committee (formerly the Audit and Risk Committee) oversees our relationship with Deloitte, which includes reviewing and assessing Deloitte’s performance and independence, and monitoring management’s adherence to our policy on audit and non-audit services provided by Deloitte. During FY25, the Audit Committee was provided with regular reports outlining the nature and amount of any non-audit services rendered by Deloitte and an explanation of how the provision of those non-audit services was compatible with auditor independence.
Details of amounts paid or payable to Deloitte for non-audit services provided during the year are disclosed in Note 7.1 to our Financial Statements in our 2025 Financial Report (included in our 2025 Annual Report at telstra.com/ annualreport).
Declarations regarding financial statements
In connection with our financial statements for the financial year ended 30 June 2025, and the half-year ended 31 December 2024, our CEO and CFO have provided the Board with declarations that:
-
in their opinion, the financial records of Telstra have been properly maintained, the financial statements and notes thereto comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of Telstra, and
-
their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
Our CEO and CFO have also provided the Board with a declaration that in their opinion, our consolidated entity disclosure statement required by section 295(3A) of the Corporations Act for the financial year ended 30 June 2025 is true and correct.
Processes for verifying periodic corporate reports
Our annual Financial Report and the Remuneration Report included in the annual Directors’ Report are audited by our external auditor. Our half yearly Financial Report is reviewed by our external auditor.
For other periodic corporate reports prepared for the benefit of investors which are not required to be audited or reviewed by our external auditor, we have policies and processes in place to verify the integrity of the information contained in them before they are released to the market.
Our processes include review and approval by internal stakeholders (including the Function subject matter expert, Investor Relations, Communications and Legal) to confirm, among other things, that:
-
the material submitted is factually accurate and fairly represents Telstra’s position,
-
if the report contains commercial or financial information or is commercially strategic in nature and may be considered to be market sensitive, any aspects of the report which are significant to the market are consistent with other public domain information and Telstra’s financial accounts disclosures, and
-
the report complies with any applicable laws and regulations.
We seek external assurance over selected environmental performance metrics in our Bigger Picture Sustainability Report and ISSB IFRS S2 disclosures, as well as metrics that form part of our regulatory disclosures under the National Greenhouse and Energy Reporting Act and selected metrics that form part of our regulatory disclosures under applicable modern slavery reporting legislation.
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Corporate Governance Statement | 2025
5. Acting lawfully, ethically and responsibly
Character and conduct matter for organisations just as much as they do for individuals. Across Telstra, how we do business and support our customers is just as important as the business outcomes we deliver.
Our purpose and behaviours and habits
We believe it is people who give purpose to our technology. So, we’re committed to staying close to our customers and providing them the best experience. And delivering the best tech. On the best network. Our purpose is to build a connected future so everyone can thrive. A purpose on its own is not enough. We have a set of behaviours and habits we practice each day to express what we stand for and guide the way we do things. Our behaviours and habits are core to our business, we align everything we do with them to ensure we live what we stand for, in service of our customers.
Our behaviours and habits
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Sustainability
Our purpose is to build a connected future so everyone can thrive. This underpins our belief that Telstra has a real opportunity to play a leadership role in creating a more sustainable and inclusive world. Increasingly, high-speed networks, IoT, data and artificial intelligence – all working together – are being seen as key contributors to address many of the challenges facing the world today. Telstra is at the heart of this, providing the foundational connectivity and innovative solutions that enable us and our customers to actively contribute to addressing local and global challenges. We are harnessing technology to create a better digital world and minimise our impact on the planet, as well as helping our customers and Australia do the same.
More information about our sustainability ambition and performance can be found in our 2025 Bigger Picture Sustainability Report at telstra.com/sustainability/ report.
Leadership, ethics and governance
Across our operations, we promote a fair and responsible culture through the Telstra Group Code of Conduct (‘Code’), Group Policies, mandatory compliance training and by recognising employees who demonstrate our behaviours and habits. Our behaviours and habits, Code and supporting Group Policies and Standards guide our people and partners to uphold our expectation to act fairly, ethically and in accordance with the law.
The Code translates our behaviours and habits into standards that reflect good corporate governance and responsible business practice. The Code defines the principles and standards of behaviour and decision making that we expect from all Directors, employees and contractors across the Group. Everyone across the Group is responsible for understanding and complying with our governing principles and Group Policy or Standards, along with reporting any concerns or incidents that conflict with our Code. Our Group Executives and leaders are accountable for creating and promoting a culture in which acting responsibly is core to all our daily decision making to deliver compliant and sustainable outcomes.
Responsibilities under the Code and our Group Policies are covered in Business Essentials training which is mandatory for all new starters; mandatory refresher training also applies for our people on an annual basis.
Whistleblowing
Our Code further fosters a culture where our people are encouraged to speak up and raise concerns with confidence.
We seek to ensure our people know how to raise a concern though a range of channels, including under Telstra’s Whistleblowing Policy. The Whistleblowing Policy and the relevant legislation establish protections for a range of people – including current and former employees, their relatives and dependants and suppliers – to report concerns about illegal, unethical or improper conduct or an improper state of affairs or circumstances at Telstra.
Our Whistleblowing Policy is supported by a confidential process that provides appropriate protections for anyone to report their concerns; a whistleblowing service where people can lodge a report anonymously; and professional investigators and case managers who investigate eligible reports. Telstra’s Whistleblowing Committee, which is chaired by the Group Company Secretary, receives whistleblowing disclosures and oversees investigations and any follow-up actions required. The Whistleblowing Committee reports to Telstra’s People and Remuneration Committee.
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Corporate Governance Statement | 2025
Other governance policies and strategies
We have a number of other governance policies and practices that are central to how we promote good corporate governance, and a culture of acting lawfully, ethically and responsibly. These include:
Ethical behaviour
Anti-Bribery and Anti-Corruption – the purpose of this policy is to prevent bribery and corruption in all forms and to ensure compliance with applicable anti-bribery and anti-corruption laws and regulations. This policy also covers our approach to donations and sponsorships.
Conflicts of Interest and Outside Interests – the purpose of this policy is to assist employees, contractors, and managers to understand what we consider to be a conflict of interest and how to deal with any actual, perceived, or potential conflicts.
Gifts and Hospitality – this policy assists employees and contractors intending to offer or accept gifts and hospitality to avoid conflicts of interest or improper influence.
People
Discrimination, Bullying, Harassment and Victimisation – this policy sets out our commitment to ensuring a workplace free from unlawful discrimination, bullying, harassment, sexual harassment and victimisation.
Diversity, Equity and Inclusion – our goal is to create a safe, respectful, and inclusive environment where everyone can thrive. We are doing this by creating a diverse workforce that reflects the communities we serve. Our policy reflects the way we value diversity, equity and inclusion and the benefits they bring to the Telstra Group in achieving business outcomes, enhancing our reputation, and attracting, engaging and retaining talented people.
Health, Safety and Wellbeing (HSW) – this policy sets out how we keep our people, partners, customers, and the community safe and well. In addition to highlighting the importance of the health and safety of our people, it sets out our commitment to continuously improve our approach.
Market integrity
Continuous Disclosure – this policy outlines how we comply with our continuous disclosure obligations which arise under the ASX Listing Rules and the Corporations Act, as well as the laws of overseas jurisdictions where our securities have been offered or listed. The policy outlines the responsibilities and the process for the approval of our ASX announcements, including where Board approval is required in respect of announcements that relate to matters that are within the reserved powers of the Board (and responsibility for which has not been delegated to management) or matters that are otherwise of fundamental significance to Telstra, as well as the role of our CEO, CFO and Continuous Disclosure Committee in relation to disclosure matters. It also sets out how we engage with our securityholders, analysts, other members of the investment community and the media.
We provide the Board with copies of all material announcements promptly after they have been released to the ASX. Where we give a new and substantive investor or analyst presentation, we also release a copy of the presentation materials on the ASX Market Announcements Platform before the presentation occurs and where appropriate, a transcript of the presentation (including Q&A session) is lodged with the ASX as soon as practicable after the presentation. Market announcements are also placed on our website telstra.com/investor.
Securities Trading –this policy sets out the rules relating to trading in Telstra securities by our people to ensure compliance with insider trading laws, with specific rules and restrictions (including in relation to hedging) applying to our Directors, CEO, senior management, specified other staff and their closely related parties.
Doing business
Competition and Consumer Protection – it is critical for our success to be able to compete fairly and deliver the best value to customers. Our Competition and Consumer Protection policy sets out our obligations to prevent practices that limit or prevent competition in Australia. The policy also stipulates the responsibility of users to understand and comply with obligations of overseas jurisdictions in which we operate, as they may differ to Australian rules. We monitor performance against our Competition and Consumer Protection policy through our Compliance framework.
Managing our tax affairs – we are committed to the highest standards of tax governance and compliance with the tax laws and obligations in the jurisdictions in which we operate. We pay tax consistent with our business presence and operations. We apply the Australian Board of Taxation’s Voluntary Tax Transparency Code and provide the recommended disclosures. Refer to Managing our tax affairs available on our governance website at telstra.com/governance as well as Note 2.4 to our Financial Statements in our 2025 Financial Report (included in our 2025 Annual Report at telstra.com/annualreport).
Human Rights – we are committed to respecting and supporting human rights in our own operations and through our business relationships. Telstra can impact, both negatively and positively, on the human rights of a range of people, including employees, contractors, customers, suppliers and their workers, other business partners, and the broader community. Accordingly, it is important that all employees, contractors and others working on behalf of Telstra respect human rights in their work. We also expect that our suppliers and business partners comply with our minimum standards in the areas of labour and human rights (among others), which are described in our Supplier Code of Conduct.
Environment – our Environment policy sets out our commitment to act on climate change, progress a circular economy, protect nature and biodiversity, and enable the transition for our customers. It describes how we meet our environmental responsibilities and empower people and organisations to improve their environmental performance.
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Corporate Governance Statement | 2025
Management reports on conduct that is materially inconsistent with our behaviours and habits and our Code, as well as our key governance policies, to our Board Committees (Audit Committee, People and Remuneration Committee and Risk and Sustainability Committee) and the Telstra Board, together with details of the actions taken, or proposed to be taken, by management in response. The Code of Conduct is periodically reviewed to check that it is operating effectively and whether any changes are required to the Code.
Further information about diversity, equity and inclusion at Telstra is provided in section 6 below.
Our Code of Conduct, together with our Anti-Bribery and Anti-Corruption, Continuous Disclosure, Diversity Equity and Inclusion, Health Safety and Wellbeing, Discrimination Bullying Harassment and Victimisation, Securities Trading, Environment, Human Rights and Whistleblowing policies, can be found on our governance website at telstra.com/governance. Information on Managing our tax affairs is provided in Note 2.4 to our Financial Statements in our 2025 Financial Report (included in our 2025 Annual Report at telstra.com/annualreport) and can be found on our governance website at telstra.com/governance.
More information about our approach to Whistleblowing, HSW and sustainability can be found in our 2025 Bigger Picture Sustainability Report. The Acting on climate and nature section of the 2025 Annual Report summarises our climate and nature related governance, strategy, risks and opportunities, and metrics and targets. Both of these reports are available on our governance website at telstra.com/governance.
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Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
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Corporate Governance Statement | 2025
6. Diversity, Equity and Inclusion (DEI) at Telstra
We are committed to building a diverse, equitable and inclusive workplace and community where people are safe, respected and included. By harnessing diverse thinking and holding ourselves accountable, we strive to deliver real outcomes for the millions of diverse customers we serve.
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Strengthen workplace inclusion and equity for everyone
We build a workplace where people are respected, valued, celebrated, and feel a sense of belonging.
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Embrace the diverse needs of our customers
We reflect our community and the diverse needs of our customers.
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Centre voices of marginalised groups
We respect and acknowledge people from marginalised groups and work to help level the playing field.
DEI is embedded in our leadership, governance, and operations, with oversight from the Board and People & Remuneration Committee. Our CEOchaired DEI Council drives strategy into action, ensuring DEI is both a cultural and business priority. Since launching our Global DEI Strategy in 2023, we’ve moved from intent to integration—focusing on equity, intersectionality, and culturally safe environments for all employees. In 2025, DEI is further embedded in systems, leadership accountability, and customer alignment, supported by data-driven initiatives like our Equity Action Plan, First Nations Talent Strategy, and Gender Deep Dive.
Strengthen workplace inclusion and equity for everyone
At Telstra, we want everyone to contribute and feel like they belong. That’s why we make sure equity and inclusion are part of everything we do—not just stand-alone programs. We’re changing how we work, how leaders lead, and how we make decisions so that everyone can thrive. We use our Big Three behaviours and habits to ensure everyone feels safe, respected, and included. This chapter outlines how we’re translating our global DEI Strategy into measurable and impactful change.
- Employee Representative Groups (ERGs)
Telstra’s five ERGs—Spectrum (LGBTQ+), TelstrAbility (Accessibility & Disability), First Nations, Rise (Gender), and Mosaic (Culture, Ethnicity & Race)—support our global DEI strategy. In 2025, our employee representative groups create safe spaces, elevate lived experiences, and provide realtime feedback that shapes culture and systems. They lead cross-functional initiatives that tackle intersectional barriers and increase inclusion. Highlights include a hackathon to improve accessibility for First Nations customers with disability, 16 Days of Activism spotlighting the unique impacts of gendered violence, and design workshops to boost collaboration and visibility of ERGs and DEI at Telstra.
• Pride in Diversity – Australian
Workplace Equality Index (AWEI)
We maintained our Silver status in the 2025 AWEI, reflecting sustained progress in LGBTQ+ inclusion. To maintain progress, we’ve expanded community partnerships, introduced inclusive signage at corporate sites, and equipped leaders with tools to support gender-diverse employees. These actions signal our commitment to visibility, safety, and belonging.
- Accessible recruitment
Following the end-to-end review of our recruitment process conducted by the Australian Disability Network (AusDN) last year, we’ve acted on recommendations and redefined our recruitment experience to be more inclusive of candidates with disability and have continued to evolve best practice. We updated Equal Employment Opportunity (EEO) language and contact details in job postings, and refreshed messaging on our Careers site. We are on track to maintain our Disability Confident Recruitment Accreditation for the sixth consecutive year.
- DEI capability
The DEI Capability Hub launched with the “Begin with Basics” pathway, offering foundational learning on equity, disability, First Nations perspectives, LGBTQ+ inclusion, gender equity, neurodiversity, and bias. This is a key step toward creating a confident, knowledgeable, and inclusive workforce ready to drive change.
• Neurodiversity
Our Framework and Hub provide practical tools for leaders and employees to support neurodivergent talent. From accommodations to inclusive practices, the Hub is a central resource for building a neuro-inclusive culture that values cognitive diversity as a strength. In addition, we are proudly sponsoring a Neuro-Affirmative research project as part of our strong partnership with AusDN.
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Embrace the diverse needs of our customers
We believe that building accessible technology and creating a workforce reflective of our customers and community is essential to delivering inclusive, relevant products and services. These initiatives are about empathy, equity and ensuring everyone has the opportunity to thrive.
• Enabling accessibility
As part of our commitment to creating accessible and equitable products and services, we’ve signed the AusDN “Accessibility and Technology Charter”; which involves implementing the Charter’s 10 commitments to good practice on Information and Communication Technology (ICT) accessibility. As part of this commitment, both Telstra.com and the My Telstra app continue to meet Web Content Accessibility Guidelines (WCAG) 2.2 Level AA compliance, having passed rigorous independent testing. In addition, we are reviewing accessibility throughout the Employee Experience to establish an accessibility action plan for our people.
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Commitments to gender diversity We are committed to achieving a 40:40:20 gender balance—40 per cent women, 40 per cent men, and 20 per cent any gender (women, men and people who identify as gender diverse)—across both senior leadership and our total global workforce by 2030. This aspiration is embedded in monthly business reports and Group Executive scorecards, ensuring accountability at every level. Below are several initiatives that demonstrate our commitment to creating a safe, respectful and inclusive environment for all employees:
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−Our DEI Council plays a central role in supporting each function to meet its diversity objectives. The Council drives collaboration, innovation, and accountability across functions.
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−We’re removing barriers for women in tech and leadership through targeted action. As a founding T-EDI partner, we’re using national benchmarks to drive sector-wide gender equity.
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−We continue to focus on systemic barriers to inclusion, with a focus on flexible work and strengthening leadership pathways.
−We introduced a global parental leave policy that guarantees a minimum of 16 weeks of paid leave for our international employees regardless of gender or location.
the growth and embraces First Nations talent, and learns and adapts, and we look forward to implementing this in support of our new Reconciliation Action Plan in FY26. We have also maintained and created indirect employment opportunities for First Nations peoples in regional and remote areas. Key initiatives across Telstra include:
−We maintain our Men’s Health Week and mental health awareness campaigns, spotlighting issues that disproportionately affect men, including stigma around help-seeking and mental wellbeing.
- −Micro-call centres in Jumbun and Palm Island supporting the First Nations Connect phone line.
−Our work is supported through partnerships with the Champions of Change Coalition and the Diversity Council Australia (DCA).
- −A partnership with the Centre for Appropriate Technology in Alice Springs to pilot the Remote Technical Support Program.
• First Nations representation
We are committed to increasing −Ongoing engagement of First Nations employment opportunities for First businesses and contractors through Nations people. Our goal was to achieve the Indigenous Workforce Program 1.5 per cent representation of First across QLD, NT, and WA. Nations people by 30 June 2025; we −Partnering with NGNU to provide 1,765 achieved 1.3 per cent representation hours of training and employment within our Australian direct workforce. opportunities for cadets through Building from the Cultural Safety Audit structured learning, diverse project completed last year with ABSTARR management deliverables, flexible (Aboriginal Straight Talking About work arrangements, and competitive Responsibility and Respect), Minderoo’s pay. First Nations Employment Index 2025 with The Alliance, and learnings from Gari −Refer to our RAP report for further Yala, Telstra developed a First Nations details First Nations customers and Talent Strategy. The strategy focuses on communities. how Telstra attracts and recruits, backs
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Objective Performance as of 30 June 2025
Achieve 40:40:20 gender balance by Our ongoing commitment to gender
2030 across our executive leadership equity means increasing representation
and the global workforce. of women in our executive leadership
team and global workforce. This year’s
This means 40% women,
results:
40% men and 20% of any gender
(women, men and people who identify • Executive leadership team (including
as gender diverse or non-binary). CEO): 40.0%
• Global workforce: 36.8%
Achieve 1.5% representation We are committed to increasing
of First Nations people by employment opportunities for First
30 June 2025. Nations people.
• 1.3% of our Australian direct workforce
are First Nations people [^]
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^ Based on percentage of staff who have disclosed in the Telstra Group HR System (Workday).
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Corporate Governance Statement | 2025
Centre voices of marginalised groups
We’ve shifted from ‘amplify’ to ‘centring’ marginalised voices—placing lived experiences at the core of our DEI strategy. This approach ensures that those most impacted by systemic barriers can shape the solutions. It’s a deliberate move toward equity that informs how we prioritise, invest, and measure impact. Our actions are grounded in storytelling, data, and structural reform.
• Self-ID initiative
The #CountMeIn campaign encourages employees to confidentially share demographic data in Workday, enabling more targeted and equitable DEI strategies. To build trust, we’ve taken deliberate steps to ensure privacy and transparency. All data is de-identified and reported in aggregate, and we’ve actively communicated how the information will be used—ensuring employees feel safe and confident in participating. Having this data helps inform what we prioritise, invest in, and measure, and is a foundational step in helping us to measure our progress.
• Addressing racism
As a pilot participant in DCA’s ‘Realise. Inspire. Support. Energise’ (RISE) Project, we are advancing culturally and racially marginalised (CARM) employees by unlocking leadership pathways. Following the audit, we’ve launched a racial literacy approach, introduced new language around marginalisation, and initiated a CARM Leadership program within Product & Technology. Our work with the DCA also informed the relaunch of our Culture, Ethnicity & Race ERG (Mosaic) and updated race options in our Self-ID Initiative.
• Expanding digital and tech access
Through the Digital Sisters: AI for Good program—delivered in partnership with Microsoft and the Good Things Foundation—we’re equipping refugee and migrant women with digital and AI literacy. This initiative is part of our broader strategy to close the digital divide and elevate marginalised CARM women in tech.
Gender Pay Equity
Equity is foundational to Telstra’s DEI strategy—and closing the gender pay gap is a critical measure of our progress. In 2023-2024, the Workplace Gender Equality Agency (WGEA) reported a median total remuneration gender pay gap of 19.3 per cent and a mean gap of 13.3 per cent across the Telstra Corporate Group*. These figures reflect structural imbalances, particularly the underrepresentation of women in technical, specialist, and leadership roles where remuneration is typically higher.
To gain deeper insights, we analysed the representation of women in technical, senior, and leadership roles within Telstra. This initiative identified actionable strategies to address the gender pay gap, providing targeted insights to support women’s advancement in these roles.
We are also investing in closing the gender pay gap in the following ways:
- Building the pipeline
We are investing in early and mid-career pathways for women in tech through initiatives like our Girls in Tech and graduate programs, and a $5.14 million partnership with the University of Melbourne. These programs are designed to attract, develop, and retain women in high-growth, high-impact roles.
• Supporting career progression
Our Women in Tech program is helping existing talent upskill and transition into leadership roles. We are also conducting deep dives to inform targeted interventions.
• Embedding accountability
Gender representation goals are tracked through monthly business reports and Group Executive scorecards. We remain committed to achieving 40:40:20 gender balance by 2030 across our global workforce.
-
Maintaining inclusive practices
-
We continue to promote inclusive policies such as gender-neutral parental leave, superannuation on unpaid leave, and flexible work arrangements— recognising the importance of creating inclusive environments for all carers, regardless of gender.
• Creating safe, respectful and inclusive workplaces
Our approach to Respect at Work, Safety and Wellbeing, and annual training on discrimination, bullying, harassment, and victimisation ensures that equity is not just a metric it’s a lived experience.
Our goal is not just about closing the gap, it’s about building a workplace where everyone can thrive, and where gender equity is embedded at every level of our organisation.
We will continue to conduct regular pay reviews to help ensure we do not pay women and men differently for performing the same work. We use a “comparative ratio” to compare an employee’s fixed remuneration to the midpoint of the remuneration range for their role. The midpoint represents the market median, and the comparative ratio indicates whether an employee or group of employees is paid below or above market rates. A comparative ratio above 1.00 indicates remuneration is above the market median. Using a comparative ratio allows us to compare the relative “fairness” of fixed remuneration for different employee groups, considering the type and level of work they perform. Variable remuneration is excluded as it depends on various factors, is expressed only as a target, and is not guaranteed.
The table below shows Telstra’s overall position when averaging the comparative ratios for both male and female employees. The difference column represents the male comparative ratio less the female comparative ratio. Although this difference has been close to zero for some time, we do not expect or strive for a difference of zero. Rather, we work to ensure that the natural and ongoing variation of individual comparative ratios over time reflects factors such as experience, performance, talent, and promotions into new roles, and is not the result of any discrimination or bias, including gender bias.
- See footnote on page 21 for definition of Telstra Group.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
21
Corporate Governance Statement | 2025
Australia Average Comparative Ratio
| Year | Male | Female | Diference | Comparative ratio analysis includes Australian full time and part time staf employed in Telstra Group Limited, Amplitel Pty Ltd, Telstra Corporation Limited, Telstra International (Aus) Ltd, Telstra Limited and Telstra Purple Pty Ltd, excluding those on junior pay rates, casuals, contractors and agency staf. It does not include staf in any other controlled entities within the Telstra Group. Comparative ratio is based on Fixed Remuneration (base salary plus superannuation). |
|---|---|---|---|---|
| 2016 | 1.04 | 1.00 | 0.035 | |
| 2017 | 1.01 | 0.99 | 0.024 | |
| 2018 | 1.01 | 0.98 | 0.023 | |
| 2019 | 1.01 | 0.97 | 0.034 | |
| 2020 | 0.98 | 0.95 | 0.035 | |
| 2021 | 1.01 | 0.96 | 0.041 | |
| 2022 | 0.98 | 0.95 | 0.026 | |
| 2023 | 1.00 | 0.97 | 0.024 | |
| 2024 | 1.00 | 0.98 | 0.023 | |
| 2025 | 1.01 | 0.99 | 0.022 |
Representation of women in Telstra as at 30 June 2025
| Role | Number of women | Percentage of women | * The Telstra Group (Telstra) refers to Telstra Group Limited and its owned and controlled entities. This includes Telstra Group Limited, Amplitel Pty Ltd, Telstra Corporation Limited, Telstra International (Aus) Ltd, Telstra Limited and Telstra Purple Pty Ltd. Information regarding the controlled entities in the Telstra Group can be found in the Consolidated Entity Disclosure Statement which is included in the 2025 Annual Report. Based on gender data recorded in the Telstra Group HR system (Workday) which may be diferent from an individual’s gender data. Some of our workforce have selected to not self-disclose their gender, meaning that gender records may not be truly refective of the diversity of our workforce. Based on direct headcount which is people working at the direction of Telstra Group even if they are provided by a vendor (i.e. where an agency provides contractors). Diversity data may not be available for some controlled entities due to incomplete records. * Based on the change to the defnition of senior leadership to include Band 1, we have included this as a separate line in the table above. The CEO Leadership team is made up of the CEO and all those in Band A. Notes: (i) Number and percentage relate to non-executive Directors of Telstra Group Limited. Directors are not included in the Telstra Group total, as they are not employees. This row is shown separately to refect governance-level gender representation. (ii) Executive management comprises persons holding roles within Telstra designated as Bands A, B and C. CEO is also included in the executive management |
|---|---|---|---|
| Board(i) | 4 | 50.0% | |
| Executive management*(ii) | 70 | 45.2% | |
| – CEO | 1 | 100.0% | |
| – CEO-1 (Band A) | 3 | 33.3% | |
| – CEO-2 (Band B) | 17 | 39.5% | |
| – CEO-3 (Band C) | 49 | 48.0% | |
| Senior management*(iii) | 382 | 32.0% | |
| Middle management*(iv) | 2,540 | 31.2% | |
| Operational*(v) | 7,676 | 38.3% | |
| Other*(vi) | 1,053 | 45.8% | |
| Telstra Group Total* | 11,721 | 36.8% |
-
Based on direct headcount which is people working at the direction of Telstra Group even if they are provided by a vendor (i.e. where an agency provides contractors). Diversity data may not be available for some controlled entities due to incomplete records.
-
- Based on the change to the definition of senior leadership to include Band 1, we have included this as a separate line in the table above. The CEO Leadership team is made up of the CEO and all those in Band A.
-
Notes:
-
(i) Number and percentage relate to non-executive Directors of Telstra Group Limited. Directors are not included in the Telstra Group total, as they are not employees. This row is shown separately to reflect governance-level gender representation.
-
(ii) Executive management comprises persons holding roles within Telstra designated as Bands A, B and C. CEO is also included in the executive management total.
-
(iii) Senior Management comprises persons holding roles within Telstra designated as Band 1 or equivalent.
-
(iv) Middle management comprises persons holding roles within Telstra designated as Band 2 or equivalent.
-
(v) Operational comprises persons holding roles within Telstra designated as Bands 3 or 4, or equivalent.
-
(vi) 1,053 women who have blank or NA as their Band due to different job architectures across entities, including Telstra Health. While they are not assigned a formal band, they are included in the Telstra Group employee total to ensure accurate representation of all employees.
Telstra 2025 Corporate Governance Statement – 25 August 2025 TELSTRA GROUP LIMITED, ABN 56 650 620 303
22
Corporate Governance Statement | 2025
7. Reporting suite
Our FY25 reporting suite includes:
Our 2025 Telstra Annual Report
which describes our strategy, financial performance and remuneration practices for FY25. It also includes climate and nature related disclosures aligned to ISSB (International Sustainability Standards Board) IFRS (International Financial Reporting Standards) S2 and the recommendations of the TNFD (Taskforce on Nature-related Financial Disclosures).
Our 2025 Corporate Governance Statement (this report)
which provides information about governance at Telstra.
Our 2025 Bigger Picture Sustainability Report
which provides an in-depth look at our approach and performance in relation to our most material sustainability impacts.
Our 2025 Modern Slavery Act Statement
which explains how we identify, manage and mitigate the specific risks of modern slavery in our operations and supply chains.
These reports are all available on our governance website at telstra.com/governance.
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telstra.com/investor
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Telstra Group Limited
| ABN/ARBN 56 650 620 303 |
Financial year ended: |
|---|---|
| 56 650 620 303 | 30 June 2025 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our telstra.com/governance website:
The Corporate Governance Statement is accurate and up to date as at 25 August 2025 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: 25 August 2025 Name of authorised officer Craig Emery authorising lodgement:
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
General
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
set out in section 1 of our Corporate Governance Statement and we have disclosed a copy of our board charter at: telstra.com/governance |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. |
set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. |
and we have disclosed a copy of our diversity policy at: telstra.com/governance and we have disclosed the information referred to in paragraph (c) at: telstra.com/governance (in our Workplace Gender Equality Agency Report 2024-2025) and in our Corporate Governance Statement (refer to sections 1 and 6) and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
and we have disclosed the evaluation process referred to in paragraph (a) at: section 1 of our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 3
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
and we have disclosed the evaluation process referred to in paragraph (a) at: section 1 of our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: section 1 of our Corporate Governance Statement and in our Remuneration Report (which forms part of the Directors’ Report in the 2025 Telstra Annual Report), which includes details of the remuneration outcomes for FY25 for the CEO and senior executives |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | |||
| 2.1 | The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
and we have disclosed a copy of the charter of the committee at: telstra.com/governance and the information referred to in paragraphs (4) and (5) at: section 2 of our Corporate Governance Statement and in the Directors’ Report and the accompanying ‘Board and Committee meeting attendance’ section in the 2025 Telstra Annual Report |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. |
and we have disclosed our board skills matrix at: section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
and we have disclosed the names of the directors considered by the board to be independent directors at: section 1 of our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: section 1 of our Corporate Governance Statement and the length of service of each director at: the ‘Board of Directors’ section in the 2025 Telstra Annual Report and atwww.telstra.com.au/aboutus/our-company/present/the-board |
☐ set out in our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 2.6 | A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | and we have disclosed our values at: section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. |
and we have disclosed our code of conduct at: telstra.com/governance and refer to sections 4 and 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
and we have disclosed our whistleblower policy at: telstra.com/governance and refer to section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
and we have disclosed our anti-bribery and corruption policy at: telstra.com/governance and refer to section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | |||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
and we have disclosed a copy of the charter of the committee at: telstra.com/governance and the information referred to in paragraphs (4) and (5) at: the Directors’ Report (and the accompanying ‘Board of Directors’ and ‘Board and Committee meeting attendance’ sections) in the 2025 Telstra Annual Report |
☐ set out in our Corporate Governance Statement |
| 4.2 | The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
set out in section 4 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
set out in section 4 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
and we have disclosed our continuous disclosure compliance policy at: telstra.com/governance and refer to section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
set out in section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
set out in section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. |
and we have disclosed information about us and our governance on our website at: telstra.com/governance |
☐ set out in our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
set out in section 3 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
and we have disclosed how we facilitate and encourage participation at meetings of security holders at: set out in section 3 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
set out in section 3 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
set out in section 3 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| PRINCIPLE 7 – RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. |
and we have disclosed a copy of the charter of the committee at: telstra.com/governance and the information referred to in paragraphs (4) and (5) at: the Directors’ Report (and the accompanying ‘Board of Directors’ and ‘Board and Committee meeting attendance’ sections) in the 2025 Telstra Annual Report |
☐ set out in our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: section 4 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
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ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. |
and we have disclosed how our internal audit function is structured and what role it performs at: section 4 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. |
and we have disclosed whether we have any material exposure to environmental and social risks at: section 4 of our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: the ‘Acting on climate and nature’ section of our 2025 Annual Report and our 2025 Bigger Picture Sustainability Report at telstra.com/sustainability/report |
☐ set out in our Corporate Governance Statement |
Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | |||
| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
and we have disclosed a copy of the charter of the committee at: telstra.com/governance and the information referred to in paragraphs (4) and (5) at: the Directors’ Report (and the accompanying ‘Board of Directors’ and ‘Board and Committee meeting attendance’ sections) in the 2025 Telstra Annual Report |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: our 2025 Remuneration Report (which forms part of the Directors’ Report in our 2025 Annual Report) as set out in section 1 of our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 12
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
and we have disclosed our policy on this issue or a summary of it at: telstra.com/governance as set out in section 5 of our Corporate Governance Statement |
☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] |
☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ | ☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
☐ | ☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
Page 13
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
| - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 14
ASX Listing Rules Appendix 4G (current at 17/7/2020)