Annual Report Annual Telstra Telstra 2017
Telstra Annual Report 2017 The sections of our Annual Report titled Chairman and CEO message, Strategy and performance, Our material risks, Telstra Corporation Limited Outlook and Full year results and operations review comprise our Operating and fi nancial review (OFR) and form part of ABN 33 051 775 556 the Directors’ report. Our OFR, Directors’ report and Financial report were released to the ASX on 17 August 2017 in the document titled ‘Financial results for the year ended 30 June 2017’ which is available on our website at telstra.com/investor. An overview of selected aspects of our corporate governance arrangements is set out in the Governance at Telstra section of this Annual Report. A copy of our full Corporate Governance Statement and ASX Appendix 4G was lodged with the ASX on 17 August 2017 and is available on our website at telstra.com/governance.
Our business 02 FY17 highlights 03 Chairman and CEO message 04 Strategy and performance 08 • Deliver brilliant customer experiences 10 • Drive value and growth from the core 12 • Build new growth businesses close to the core 14 Our material risks 16 Outlook 18 Full year results and operations review 20 Sustainability 28 • Digital futures 29 • Environmental solutions 30 • Responsible business 31 Board of directors 32 Senior management team 34 Governance at Telstra 36 Directors’ report 39 • Remuneration report 44 Financial report 69 • Financial statements 70 • Directors’ declaration 148 Shareholder information 152 Reference tables 154 Glossary 158 Contact details and Indicative financial calendar 160
Annual Report Telstra’s 2017 Annual Report is available to all shareholders from our Investor Centre at telstra.com/annualreport. To receive a hardcopy of our Annual Report (free of charge), you can call our Share Registry on +61 1300 88 66 77 and request a report be sent to you. You may also update your communication preferences online at www.linkmarketservices. com.au/telstra to change the way you receive future copies of our Annual Report.
B Our business FY17 highlights
Our purpose To create a brilliant connected future for everyone. Financial 1, 2 Net profit after tax performance Total income from continuing Our vision To be a world class technology company that empowers up by 4.3% to people to connect. operations up by $28.2 billion 1.1% to $3.9 billion Our brand To create better ways to empower everyone to thrive in a connected world. $5.2 billion returned What we do Telstra is a leading telecommunications and technology to shareholders via FY17 total dividend of company. We offer a broad suite of connectivity, media and dividends and share 31 cents per share content to customers in Australia, as well as connectivity buy-backs and enterprise services globally. We curate innovative technologies and capabilities from around the world to deliver exceptional experiences for our customers. Customer Episode Net Strategic Net growth Promoter Promoter 218,000 additional Score (NPS) up Score (NPS) domestic mobile by 3 points on stable on customers last year last year Who we are
Recognised as Over 32,000 staff Over 350 Telstra Stores and nbn market Australia’s most in 20 countries 70 Telstra Business Centres share (ex-satellite) valuable brand, of 52% 78th most valuable globally
Mobile network >400,000km More than World class Launch of of subsea cables covering more than 800,000 Telstra technology world-leading Exclusive launch of connecting to 2.4 million square kms ® the first Pixel smartphone +2,000 points of presence TVs in market 1Gbps Nighthawk M1 mobile hotspot as a partner of Google
Joint owner of Providing AFL, NRL and Netball content 1.4m 4G mobile network data-free to customers shareholders Launch of Australia’s largest Pay TV service now reaches 99% of the Australian population Telstra Smart Home
Our customers Sustainability 460 million calls and Over 5,000 petabytes of Nearly two million 430 million data connections data on our fixed network customers activated made over our mobile and mobile network each to use more than 1.1 million Sustainable 68% reduction Helped more network each day day, increase of 40% Telstra Air® hotspots engagement in greenhouse than 1 million score of 71% gas emissions vulnerable in Employee intensity customers stay 5.4 million Engagement from our connected 1,176,000 nbn™ connections, Survey baseline year retail fixed voice services 17.5 million domestic 88% of retail fixed data retail mobile services customers on a bundled plan 3.5 million retail fixed data services
1. On a reported and guidance basis. 2. Total income excludes finance income. 02 03 Chairman and Chairman and CEO message | Telstra Annual Report 2017 CEO message
Dear Shareholders, Almost 90 per cent of our retail fixed We have increased our target by a Our commitment to gender equality broadband customers are now on a further $500 million in cost savings In 2017 technology and bundle, with 224,000 adds on the back and we plan to deliver more than We remain committed to gender equality across our company. In 2017 we innovation continued to of the popular ‘Best Bundle Ever’ and $1.5 billion in net productivity by FY22. ‘Hottest Entertainment Bundle’. As previously advised, we expect the introduced a Global Recruitment Equality transform industries, benefits to accrue roughly equally Procedure which requires recruitment and Access to the best content is critically businesses and the way in over the life of the program. interview shortlists for all roles to include important to us as demand for media at least 50 per cent female representation. which we live our daily lives. continues to grow. At the same time For more detailed discussion of the This applies to all current open roles and This transformation is the media market is changing with new progress we are making to deliver on our all new jobs, except in some specified particularly significant for participants and increased competition. purpose, vision and strategy please refer roles where a 25 per cent requirement Telstra as the traditional worlds We remain committed to Foxtel and to the Strategy and Performance section. applies due to a known significant gender we continue discussions with our imbalance in the job market. For the of telecommunications and partner News Corp regarding the best third year running, Telstra also received computing are converging, as arrangements and structure to support Building world-class culture the Employer of Choice for Gender # are many other technologies. Foxtel’s success into the future. and capability Equality citation from the Workplace In an evolving market, we are seeing The culture and capability of our Gender Equality Agency (WGEA). During a time of change, we new entrants into the both mobile and workforce is an essential part of For FY18, the Board’s diversity objective continue to put the customer fixed markets as well as pricing pressure delivering our vision to be a world class is that there will be at least four women at the heart of everything we in all sectors through price reductions, technology company that empowers on the Board, representing a female value enhancements and increased people to connect. More than 32,000 gender representation among non- do and we have seen continued data allowances. Digital disruption is talented employees working in over executive Directors of at least 40 per strong customer growth across continuing to accelerate, not just for 20 countries contribute to our success. cent, recognising that the level of gender us but also for our customers, and we all key segments of our business. Our efforts to further build a world class diversity of the Board may be temporarily are entering a significant point in the workforce in FY17 included a number affected during periods of Board renewal. transformation of the telecommunications of changes to our Senior Management market with the nbn rollout reaching scale. team and the roles they play. We also These changes confirm why we announced a number of structural Delivering on our purpose, must increase the speed of our changes to bring some of our most sustainably Andrew Penn (CEO), John Mullen (Chairman) transformation. It is for this reason that important growth activities closer to In our increasingly connected world, last year we announced during FY17 the rest of the business to maintain digital technology is disrupting traditional our intention to invest up to $3 billion our support and align them with their operating models and helping society in additional capital expenditure over most relevant channel to market as they respond to major issues in a more agile the next three years to achieve a further mature. These changes are designed to and scalable way, from managing the Our financial performance We also announced the outcome of the The changes to our strategy were not step change in our strategic positioning. help us fully realise the long-term value impacts of climate change to making capital allocation review that commenced major, however they send an important This is in addition to our usual capital these opportunities represent. healthcare and education more universally Our strong performance in the context of in November 2016. This included a change signal that we will be very focused spend and takes our expected total accessible. That is why we have a multi- a highly competitive and dynamic market to our dividend policy4 to reduce the on delivering customer experience The Board has reviewed the current capital investment including spectrum year vision for a more holistic approach enabled us to increase Total Income, payout ratio to 70-90 per cent of our improvements and disciplined in how CEO and Group Executive remuneration over the three years to FY19 to more to sustainability that informs and EBITDA and NPAT. On a reported basis underlying earnings5, to return in the we invest in our networks, services and structures, in particular the current 1 than $15 billion. To date we have focused integrates all of our business activities. from continuing operations, Total Income order of 75 per cent of net one off nbn™ growth businesses. long-term incentive plan structure. increased by 4.3 per cent to $28.2 billion the program predominantly on the receipts6 to shareholders over time via A new Executive Variable Remuneration Our sustainability efforts are focused and EBITDA increased 2.0 per cent to Our highest priority remains improving network and have invested around fully-franked special dividends, a new Plan will be implemented for FY18 which on the issues that are most material $10.7 billion. On a guidance2 basis we customer experience and we are pleased $750 million since November 2016. capital management framework and combines our existing short-term and for our business, the areas in which we increased Total Income1 by 4.3 per cent that our key customer measure, our plans to monetise a portion of locked-in In FY17 we reduced our underlying fixed long-term incentive arrangements into a have the expertise to make a meaningful and EBITDA by 4.5 per cent. Excluding the Net Promoter Score, recovered strongly in recurring nbn receipts (see breakout box costs by $244 million, consistent with simplified variable incentive that drives impact, and where we see opportunities proceeds from the FY16 sale of Autohome, the second half of the year. While we have for further details). our announcement in November 2016 performance against customer experience to use innovative, tech-based solutions NPAT increased 1.1 per cent on a reported made progress on improving customer that we would achieve at least $1 billion and financial metrics, creating long-term to help address major societal challenges basis from continuing operations. experience, we recognise there is more in productivity by FY21. We intend to shareholder value. Further information and opportunities. Our Bigger Picture to be achieved. The Board announced a fully franked An evolving market accelerate our efforts to reduce costs can be found in our Remuneration Report. 2017 Sustainability Report will detail We saw continued customer growth even further over the next five years, the progress we are making. Highlights for final dividend of 15.5 cents per share, We believe we have the right vision and We also saw changes at the Board level, across key segments, with retail mobile bringing forward our $1 billion net FY17 include reaching more than 63,000 bringing the total dividend for the strategy for the dynamic environment in farewelling Chin Hu Lim who retired at the 3 net adds of 218,000, including 169,000 productivity target by one year to FY20. people through our digital literacy programs financial year to 31.0 cents per share. which we operate. Our vision is to become conclusion of our AGM in October 2016, postpaid handheld net adds, and and our employees undertaking more than Combined with the $1.5 billion on and a world class technology company that and welcomed Jane Hemstritch. 132,000 domestic retail fixed broadband 8,900 volunteering days in the community. off market share buy-backs completed empowers people to connect. during the year, we returned $5.2 billion customers. nbn connections grew by to shareholders in FY17. During the year we refined our strategy 676,000 to 1,176,000 bringing total with our three pillars now being to deliver market share to 52 per cent (ex-satellite). brilliant customer experiences, drive value and growth from our core, and build new growth businesses close to the core.
04 05 Chairman and CEO message | Telstra Annual Report 2017
Regional, rural and remote The year ahead Our success is reliant upon the hard communities work and dedication of our employees. Capital Allocation Strategy review Our business continues to experience We thank the Telstra team for continued We remain deeply committed to changes driven by market developments, efforts to deliver brilliant experiences to customers living in every part of Australia. technological innovation and the If we were to proceed with these plans, Dividend Policy our customers and their ongoing support On 17 August 2017, it would involve approximately 40 per The new dividend policy supports the Over the past 10 years, approximately continued evolution of our customers’ for our strategy. 15 per cent of our investment in our needs and expectations. A revision of we announced the cent of the total long-term recurring objectives of the capital management mobile network has gone to provide our Capital Management Framework We believe our vision remains the right nbn receipts that are ultimately framework and is consistent with services to the most remote 2 per cent including our Dividend Policy positions us vision and our strategy the right way outcomes of the Capital expected, representing locked in shareholder feedback to maintain a of the population. In FY17 we announced to succeed in this changing environment. to achieve this. We have progressed Allocation Strategy receipts for dark fibre and exchanges. strong balance sheet and flexibility plans that could result in up to $1 billion significantly over the last two years to manage the business and invest, In FY18 Telstra expects Income in the The scale of the proposed transaction of investment and co-investment over and we look forward to continuing to review that commenced especially during the nbn transition. range of $28.3 to $30.2 billion and EBITDA is approximately $5–$5.5 billion, the next five years, as we work to provide deliver on our strategy. of $10.7 to $11.2 billion. Guidance for in November 2016. with Telstra to retain some equity The new dividend policy, which will improved and expanded mobile coverage 7 EBITDA is after absorbing incremental interest. Our intention would be to commence after the payment of the and high-speed mobile internet to restructuring costs of $200–$300 million The review examined Telstra’s balance use the proceeds to reduce debt by final dividend for 2017 financial year, regional communities. This kind of to support our increased productivity. sheet structure and settings, longer around $1 billion, with the balance moves us away from a historical investment is delivering real benefits $2–$2.5 billion of this EBITDA is expected term capex requirements, investment to support a capital management practice of paying out almost 100 to customers. For example our 4G mobile to come from net one-off nbn™ Definitive decisions including M&A, returns to program to enhance shareholder per cent of profits. From FY18 we will network now reaches 99 per cent of the Agreement receipts less nbn net cost to shareholders including dividends, returns, most likely through a series adopt an ordinary dividend payout Australian population. connect. Capital expenditure is expected John P Mullen, buy-backs and other forms of returns, of on and off market buy-backs. ratio of 70 to 90 per cent of underlying earnings5, which is more in line with More work is needed to deliver the to be between $4.4–$4.8 billion or Chairman and the best way to manage receipts The proposed transaction is subject ™ global peers and local large companies. future that regional communities approximately 18 per cent capex to from the nbn . to agreement and a number of steps deserve. However, our investments sales and free cashflow is expected to We have consulted extensively with including approvals and consents from In addition to the ordinary dividend, are already building a bridge that be in the range of $4.4–$4.9 billion. shareholders and other stakeholders investors, the Government and nbn co. we intend to return in the order of regional communities can use to 75 per cent of net one-off nbn receipts6 Telstra expects total dividends in during this review and the overwhelming We are currently in discussions access knowledge, markets and to shareholders over time via fully respect of FY18 to be 22 cents per share and consistent feedback has been regarding these matters. We cannot services that may have previously franked special dividends. We believe fully-franked, including both ordinary Andrew R Penn, that planning for the longer term confirm whether they will be achieved been out of reach. Greater connectivity 4 this is appropriate given one-off income and special dividends. CEO and Managing Director and retaining financial flexibility is a but we will update the market in also enables greater innovation which is akin to compensation for an asset priority. This includes the importance due course.# is critical for the people and communities This guidance assumes wholesale of retaining a strong balance sheet sale over a number of years and aligns of regional Australia. product price stability and no impairments through the nbn transition period and with market feedback and expectations to investments, and excludes any Dividend Reinvestment Plan We welcomed the Australian Competition in light of the increased competitive that these receipts are returned to proceeds on the sale of businesses, Given the ongoing discussions with and Consumer Commission’s draft dynamics and digital disruption. shareholders. mergers and acquisitions and purchase nbn co and Government on the potential decision not to declare wholesale of spectrum. The guidance also assumes The outcomes of the capital allocation monetisation of a proportion of the With the implementation of this domestic mobile roaming. This was the the nbn rollout is broadly in accordance strategy review are: recurring nbn receipts, in order for new dividend policy, we expect total right decision for the people, businesses with the nbn Corporate Plan 2017. Telstra to manage its ongoing dividends in respect of FY18 to be and communities of regional Australia • a potential monetisation of a portion Capex excludes externally funded capex. continuous disclosure obligations, 22 cents per share fully franked, because it ensures the industry still has of locked-in recurring nbn receipts, Telstra has suspended the Dividend including both ordinary and special the incentives to invest. subject to legal documentation and Reinvestment Plan with an intent to dividends4, excluding any returns to satisfaction of certain conditions; reinstate it when circumstances allow. shareholders from potential nbn • a revised capital management monetisation. Capital Management Framework framework focused on maintaining In adjusting the capital management The objectives of the revised capital tight fiscal discipline, maximising framework and resetting the dividend management framework remain the returns for shareholders, maintaining policy we have balanced the importance same as those communicated to the financial strength and retaining of providing consistent returns to market in 2012, including maintaining financial flexibility for investment shareholders with the long term Telstra’s tight fiscal discipline, in the future; and sustainability of returns and strategic maximising returns for shareholders, direction of the company. • a new dividend policy to more closely maintaining financial strength and align ordinary dividends to underlying retaining financial flexibility. We realise this is a material reduction earnings, and to return in the order from the historic level of our dividend As a result of the capital allocation of 75 per cent of net one-off nbn reflecting the lower payout ratio. We do 6 strategy review some of the principles receipts to shareholders over not underestimate the impact of this supporting these objectives have time through special dividends. on our shareholders. It is for this reason changed. The new principles are to: we are providing advance notice of 1. Excluding finance income. Potential monetisation of recurring 2. This guidance assumed wholesale product price stability and no impairments to investments, and excluded any proceeds on the sale of businesses, mergers and • Maintain balance sheet settings this change and why the Board has acquisitions and purchase of spectrum. The guidance also assumed the nbn rollout was in accordance with the nbn Corporate Plan 2016. Capex to sales guidance nbn receipts consistent with an A band credit rating; maintained a 31 cents per share excluded externally funded capex. Guidance excluded the Ooyala impairment in FY16 and restructuring costs in FY17. At our Investor Day in November 2016 dividend this year. 3. For the reasons explained below – see Capital Allocation Strategy Review, Telstra has suspended the Dividend Reinvestment Plan. Our intention is to reinstate it we said we would look at ways to • Pay a fully-franked ordinary when circumstances allow. 4. Return subject to no unexpected material events, assumes the nbn rollout is broadly in accordance with the nbn Corporate Plan 2017 and receipt of associated one-offs, crystallise value from recurring nbn dividend of 70–90 per cent of These are important changes 4, 5 and is subject to Board discretion having regard to financial and market conditions, business needs and maintenance of financial strength and flexibility consistent with receipts for key infrastructure and today underlying earnings; to Telstra’s approach to capital Telstra’s capital management framework. management and appropriate in the announced a potential plan to monetise • Target capex/sales ratio of ~14 per cent 5. “underlying earnings” is defined as NPAT from continuing operations excluding net one-off nbn receipts (as defined in footnote 6 below). context of our strategic transformation. 6. “net one-off nbn receipts” is defined as net nbn one off Definitive Agreement receipts (consisting of PSAA, Infrastructure Ownership and Retraining) less nbn net a proportion of these receipts. excluding spectrum from FY20; and, cost to connect less tax. This is about setting the business up 7. It is anticipated Telstra would retain approximately 25 per cent of the equity component of the transaction. Recurring receipts for access to our • Maintain flexibility for portfolio for success in the future. extensive infrastructure are expected to # Since the release of our OFR on 17 August 2017, which was lodged with the ASX in the document titled “Financial results for the year ended 30 June 2017”: management and to make strategic 1. Telstra and News Corp have announced their intention to combine Foxtel and Fox SPORTS Australia into a new premium sports and entertainment company. grow to just under $1 billion annually by investments. Further information is available in our ASX announcement dated 17 August 2017 and in the transcript of the media and analyst conference held on 18 August 2017 the end of the nbn migration period. (which was lodged with the ASX on 22 August 2017) which are available at telstra.com/investor. 2. Telstra announced to the ASX on 30 August 2017 that while the proposal to monetise a portion of the locked-in recurring nbn receipts was well progressed and supported by equity and debt investors, Telstra had been advised that technical consents from nbn co will not be forthcoming. Telstra also confirmed that the proposed transaction highlighted the significant value in Telstra’s core underlying telecommunications infrastructure as represented by the potential nbn monetisation opportunity. The process had shown the value of these payments to Telstra shareholders. A copy of the announcement is available at telstra.com/investor.
06 07 Strategy and Strategy and performance | Telstra Annual Report 2017 performance
Driving value and growth from the core This is on top of the billions we invest as We are building on an already strong is focused on leveraging our strengths part of our ongoing capital expenditure foundation of world leading networks and in networks and connectivity and making each year, allowing us to reinforce our this investment will enable new services the best use of our skills, expertise market differentiation over the long for our customers over the years to come. and experience to deliver value. We are term, deliver significant customer Our systems and processes are being committed to finding opportunities to benefits, provide revenue uplift, improve digitised to enable brilliant customer improve the productivity of our business capital efficiency and further reduce experiences and to simplify the way by reducing core costs while delivering operating costs. we work. There are three aspects to brilliant customer experiences. our digitisation work: enabling digital Building new growth businesses close Our strategic enablers will experiences for our customers and to the core recognises the opportunities drive change our people; building digital platforms; we have to expand with new products and and moving to digital ways of working services in new markets. We are focused Our strategy is underpinned by across our business. on growing a portfolio of businesses in three strategic enablers that drive We must also build the right capabilities industries close to our core utilising Telstra’s comprehensive cross-company and drive critical cultural shifts in our expertise and experience and adding programs of work. workforce. We will also focus on driving value to our customers and shareholders. Telstra’s networks are one of our biggest greater simplicity and accountability In order to accelerate the delivery of competitive advantages and we must throughout Telstra, while continuing to our strategy, last year we announced an continue to invest in creating networks be guided by the Telstra values. additional investment of up to $3 billion for the future to deliver unparalleled over three years on our networks for the coverage, speed, reliability and security. future and digitisation to transform our business and drive improvements in customer experiences.
Like all companies in To compete in this dynamic market Competitive dynamics are also shifting, today’s telecommunications we are transforming our business by with Australia set to gain a fourth mobile continuing to invest in our world-leading network operator and other local and and technology sectors, networks, offering simple and intuitive international competitors entering the Telstra operates in an era of products and services, and delivering market to provide services including Our Plan unprecedented technology brilliant customer experiences. data, IP and NAS. FY17–19 innovation and digital Our actions are guided by our values. Within this changing market we will disruption. Products, services Social and environmental considerations continue to compete by leveraging our Vision Purpose Brand are embedded in our business and we strong brand and reputation, a growing and customer expectations To be a world class technology company To create a brilliant connected To create better ways to empower are working on innovative, tech-based domestic and international customer that empowers people to connect. future for everyone. everyone to thrive in a connected world. are changing quickly and solutions to our biggest challenges. base, a world-leading mobile network, competition is intense. access to the best content and entertainment, the largest undersea Technology innovation is cable network in the Asia Pacific, and reshaping our market cutting-edge technologies that will Strategic Pillars help us realise our vision to become a Our strategy is focused on meeting world class technology company that our customers’ growing demand for empowers people to connect. connectivity and the increased network traffic it creates, while offering a range of world-class products and services Transforming our business – which empower our customers to our strategy to compete Deliver brilliant Drive value and growth Build new growth thrive in a connected world. customer experiences. from the core. businesses close to the core. Our strategy to meet the challenges ahead Telstra is operating in a changing and create long-term shareholder value market. The pace of technological is built on three strong pillars: to deliver innovation continues to accelerate, brilliant customer experiences, drive value with a range of direct and indirect and growth from our core, and build new impacts on our business. The nbn™ Strategic Enablers growth busin esses close to the core. rollout is altering our place in Australia’s fixed service market, particularly in the Delivering brilliant customer experiences Networks for Culture and Digitisation broadband and fixed telephony market means giving our customers a brilliant the future capabilities where we are moving from being the experience through simple, intuitive and primary fixed network operator to increasingly digital ways to interact with one of many retailers competing us. We measure our progress monthly in a lower-margin environment. using the Net Promoter Score system which tells us how our customers and other stakeholders perceive Telstra.
08 09 Deliver brilliant Strategy and performance | Telstra Annual Report 2017 customer experiences
Our customers want to be Giving our customers more These Small Business Bundles Providing help whenever it is needed able to access the best products include generous call and data We want to ensure we offer our allowances, Microsoft® Office 365^^ Telstra continues to look for ways to provide and services and expect them customers world-leading products, Business, unlimited uploads, access our customers with the help they need, when to work where they want, services and content. to the Telstra Air® network and the they need it, on a platform that suits them. when they want, in the way This year we switched on our one Telstra Thanks® program. Currently more than 3 million unique millionth Telstra Air® hotspot, giving visitors each month use the Telstra 24x7® they want. We have made Our wide-ranging work in regional mobile and eligible broadband customers Australia continues, including a App to manage their accounts and services. progress, but we have more even more places to enjoy free and partnership with the Barcoo and Customers now benefit from streamlined unlimited data on Australia’s largest work to do in order to achieve Diamantina Shires, the Queensland services when they are moving homes, Wi-Fi network. More than two million Government and the Federal Government as we have simplified the number of our purpose of creating a home broadband and mobile customers to deliver a fibre link and new mobile moving fees for our home phone and brilliant connected future for are now activated to use Telstra Air®, base stations to Birdsville, Jundah, home broadband services and are and data usage on the network has everyone. Our strategy is Stonehenge, Windorah, Bedourie, providing more clarity about when a more than doubled over the past year. designed to deliver this for as well as joint funding to deliver fibre premise will be connected and the our customers, with effortless With technology moving so fast, and mobile services in Aurukun. This work internet speeds and mobile coverage many customers want the latest mobile is helping connect some of Australia’s quality at the customer’s new address. digital experiences and services handset. That is why we introduced most remote communities. We also continue to simplify the that offer the most value and Go Mobile Swap lease plans giving In partnership with Cairns Regional ordering and delivery processes for customers the flexibility to return and enjoyment and work without fail. Council, over the next three years we our IP products, including Managed upgrade their handset. Leasing also will also complete a $2 million upgrade Data Networks and Telstra IP Telephony. enables Telstra to reduce e-waste by to the city’s CCTV network replacing This multi-year program will see us refurbishing and reusing old handsets. 159 cameras with high-definition redefine our processes so our business For small business we also launched our equipment that improves picture quality customers have a seamless end-to-end first home office bundle which pairs some and provides better monitoring for a experience, from the time they order Building better customer All of this work is a critical part of our future We are offering easy-to-use self-install of our best business-grade inclusions and safer city. We are also working closely an IP product to the point of delivery. experiences success. It has also meant we are able to kits to nbn customers to assist them productivity tools with key features from with the Council to help develop a mobile Thirty per cent of customer orders offer our customers a significant number in connecting their modems and we our consumer bundles to help customers app to better connect the community are now being processed via the new In August last year we announced up to of new services and products including: have also expanded the capability of thrive during business hours and enjoy with local information and services. platform, providing faster delivery times, $3 billion of additional capital investment our Wi-Fi Maximiser® app to make it • The Telstra Live Pass™ which lets their downtime outside of work. greater transparency on the status of over three years into programs to build easier for our customers to set up, customers watch every AFL, NRL their order and improved billing. networks for the future, to digitise our optimise and manage their home and National Netball game live, fast business and to fundamentally overhaul Wi-Fi network. These changes have and data-free. Live Pass now has the experience our customers have with created an auto-activation rate of close 1.45 million subscribers us. Around one quarter of this additional to 90 per cent and led to 280,000 fewer investment has now been made and we • The Netgear Nighthawk^ M1, password-related calls in the first 90 days have seen some important improvements Australia’s fastest mobile hotspot, after activation and 50 per cent fewer across the business including: developed in partnership with unnecessary modem returns per year. Netgear, Qualcomm and Ericsson • In mobile differentiation, 89 per cent Disappointingly, in FY17 the number of of the Australian population now • Telstra TV®, with 827,000 devices in first stage (Level 1) complaints made have access to double the download market and a growing number of apps about Telstra to the Telecommunications speed of standard 4G including Netflix, BigPond® Movies, Industry Ombudsman increased, with • In mobile differentiation more Stan, Foxtel Now and Yupp TV. nbn-related issues being a key driver. than 100 sites across five capital We are working to provide customers city CBDs are now capable of with nbn speed expectations prior to delivering our highest possible Making connecting easier them taking up a new service, and we continue to work with nbn co to improve peak speeds of 1Gbps (typically We are migrating more customers the migration experience for customers. 5Mbps–300Mbps) and we will to the nbn™ network than ever before We have also looked closely at the continue to grow this footprint and continue to work to streamline the experience our customers have when connection experience. • In ADSL, more than 80 per cent they need to talk with us about their of our customers now have In an Australian first, we introduced the nbn connection. New platforms now speeds that support a quality Telstra Gateway Frontier® hybrid modem, in use by our nbn Order-To-Activate video experience designed to get customers connected teams simplify and automate much • In Network modernisation, we are sooner using our mobile network while of the process and help ensure our well advanced for our first 5G trials we complete a fixed network installation customers are connected faster. early next year. or migration to the nbn network. It also allows customers to get online over our mobile network if there is a fixed network disruption in their local area, providing peace of mind for residential customers and home-based businesses. With a view to the future the Telstra Gateway Frontier is also designed to be able to support a new wave of in-home devices and applications and can connect up to 35 devices at once.
10 11 Drive value and Strategy and performance | Telstra Annual Report 2017 growth from the core
We have an opportunity to In the age of digital disruption, our media network connectivity for the The scale and reliability of our continue to grow our core business customers need a flexible and high- Women’s Tennis Association, the largest international network continues to performing network that supports their media broadcast deal since we formed be critical in winning major contracts, within an increasingly competitive future growth. To provide this we’ve Telstra Broadcast Services. including the $243 million 10-year deal created the Telstra Programmable with the Department of Foreign Affairs market by differentiating We also launched our Global Media Network, a global platform that brings and Trade to provide global Wide Area the quality of our networks Network to provide simple and efficient together the best of our Australian and Network infrastructure across 157 sites. delivery of live and file-based video while offering innovative new international Software Defined Networking content. The service combines Telstra’s Our network also helped us to extend products and brilliant customer and Network Function Virtualisation network of global undersea cables, the solutions we provide in Australia to capabilities, cloud technology and data experiences. This is coupled with satellite stations and broadcast businesses active in Asia, including the centres. This will transform the way operations into one solution that can Fitness First chain. We also signed a five our commitment to increase business customers interact with our enable broadcasters and content year agreement with Newcrest Mining productivity across our business. network, allowing them to effectively developers to quickly deliver content to provide a low latency, fibre-speed add new IT capabilities that will deliver across the world. Also for the media satellite service to Newcrest’s remote Our strategy is to drive growth better experiences without the need industry we launched Telstra’s Distributed Lihir gold mine in Papua New Guinea. by continuing to offer customers for significant infrastructure upgrades. Production Network, an end-to-end services on one of the world’s Turning from software to hardware, IP network that enables customers to best telecommunications we own and operate the largest subsea produce live broadcasts away from the Enhancing our productivity cable network in the Asia Pacific region actual event by sending multiple raw networks, one that we are An essential element of driving value and continue to invest to meet increasing camera feeds, audio and equipment and growth from the core is increasing making even better through demand for connectivity. This has included control signals over the network back productivity across our business. continued investment. entering into an agreement with AARNet, to centralised production hubs. Google, Indosat Ooredoo, Singtel and We have implemented a whole-of- SubPartners to build a new international company approach to identify opportunities subsea cable to connect Singapore, Building strength in our for improvement and have made significant Enjoying the mobile network While we expect our 5G service to the nbn network fixed broadband network. Indonesia and Australia. Enterprise business progress, reducing our underlying fixed deliver significant speed advances, there With simple plans and generous data costs by $244 million in FY17. Productivity of the future This year we also introduced assured Telstra Enterprise is responsible will also be real benefits from reduced allowances, it now has more than 150,000 improvements have positive impacts for availability across the busy Hong for providing services to thousands Telstra customers enjoy Australia’s latency, increased capacity to carry customers, including more than 70,000 customers and for our business. For example, Kong, Singapore and Japan triangle. of enterprise, government and largest and most reliable mobile network, massive increases in video traffic, and who are connected to the nbn – more than automating the scheduling and dispatch This ‘Always On’ service guarantee international wholesale customers. with faster speeds in more places. better managed inter-connectedness on double the number 12 months ago. process for customer appointments has utilises the unmatched scale and diversity unprecedented scales across potentially During the year we signed or renewed reduced complexity and cost while giving We continue to expand our mobile Under the definitive agreements signed of our network to reroute and maintain billions of connected devices globally. a number of significant contracts with customers a better experience. network across regional Australia, with nbn co and the Government we connectivity in the event of a cable cut Enterprise customers. This included the covering more than 2.4 million square We also decommissioned our long-serving will receive payments that partially or damage due to a natural disaster. Other productivity improvements include extension of our decade-long technology kilometres and 99.4 per cent of the 2G mobile network. First launched in compensate us for the impact of the reducing the time taken to provide quotes Our customers’ growing needs for digital partnership with NAB to provide whole population. Our 4G mobile network 1993, the technology enabled 87 billion nbn rollout. Throughout the rollout to our business and enterprise customers media and entertainment service have of business services for a three-year now reaches 99 per cent of the phone calls and billions of text messages. period we will receive one-off payments by removing manual effort across our been extraordinary and represents an period and supplying integrated cloud Australian population. Under the However mobile traffic on 2G had fallen associated with customer disconnections. sales processes. We have also changed important opportunity for us. We made solutions to one of Australia’s major Federal Government’s Mobile Black to less than 1 per cent of our total mobile We will also receive recurring payments how we tender construction work for our good progress in building our media and supermarket chains. Spot Program, we are deploying network traffic. The decision to close the for the use of our infrastructure such as mobile network by increasing the number broadcast businesses this year, including 577 new 3G/4G base stations and network included working with customers ducts, exchange racks and backhaul. of sites we put to tender at one time. signing a six-year multi-million dollar up to 250 small cells to improve and to ensure services could be upgraded to Service and maintenance costs This provides greater certainty of work for deal with Perform Group to deliver global expand mobile coverage. 3G or 4G prior to the closure. associated with elements of our network contractors and reduces our capital costs. Since late 2016 we have made mobile no longer required as a consequence of voice calls accessible to even more the transition to the nbn are expected Australians, with the expansion of Transitioning to the nbn™ to reduce over time. As more customers transition to the nbn we will need to pay Wi-Fi calling technology to millions of Australia’s telecommunications market increasing access charges to nbn co, compatible mobile devices. Wi-Fi calling is being fundamentally altered by the while dealing with the loss of existing enables the seamless transfer of calls rollout of the nbn™ network and customer wholesale revenues. between Telstra’s 4G network and an migrations are reaching peak volumes. accessible Wi-Fi connection, including In a competitive market we are the Telstra Air® hotspots. leading provider of consumer and Demonstrating global leadership Turning to the future, we want to ensure business services on the nbn, with Telstra customers are among the first to market share of 52 per cent (excluding To achieve our vision of being a world class benefit from the technology of tomorrow. satellite services). A combination of technology company that empowers people We are contributing to the development attractive broadband packages, the to connect, we are taking global leadership of international 5G industry standards, inclusion of Telstra TV® on many plans positions and bringing innovative products to make sure the technology is able and a local approach to marketing and and services to our customers. service has helped maintain momentum. to serve Australia’s unique needs. We are one of the leading providers in the In 2016 we conducted 5G radio testing Telstra’s challenger internet brand, Data and IP market despite competitive in Melbourne, delivering peak download Belong®, offers customers a simple, challenges and we continue to invest in speeds of greater than 20Gbps. In 2018 hassle-free, lower-cost service. capabilities like our Strategic Ethernet we will deploy our first live 5G trial on Belong provides ADSL services Platform which will provide customers with the Gold Coast. Australia-wide and services across higher capacity and greater availability.
12 13 Build new growth Strategy and performance | Telstra Annual Report 2017 businesses close to the core
The unprecedented growth of During FY17, Telstra subsidiary Ooyala cutting-edge US-based technology The Lab supports Australia’s growing ™ the connected, digital world announced a revised strategy, including companies. VeloCloud Networks IoT ecosystem and provides a space a restructure of its global software and is a Cloud-Delivered SD-WAN™ where product developers can create, combined with Telstra’s strengths services organisation. The changes are the (software defined wide area networks) test and prototype IoT solutions under in networks, connectivity and next step in Ooyala’s transformation into a company that enhances our ability controlled radio conditions. The Lab will our consumer and business unique provider of a comprehensive, to offer enterprise customers greater help foster a technology community integrated suite of products that meet network flexibility. Our priority is to offer focused on quality IoT product design customer footprint opens up a the digital needs of broadcasters and this technology to our international and best-practice research and ideas wealth of opportunities for us media companies. Ooyala is combining customers including those in mainland sharing and includes engineers from to expand with new products its significant investment in research China through our joint venture startups through to global enterprises. and development with its expertise Telstra PBS. Our investment in With driverless vehicles edging closer to and services in new markets. in logistics, products and services to US-based cloud-delivered endpoint mainstream introduction the technical create a platform that simplifies the protection company Crowdstrike* We are building a pathway to fields ofVehicle-to-Everything (V2X) complexity of producing, streaming, further strengthened our cyber security and Vehicle-to-Infrastructure (V2I) the future by investing in growth and monetising premium video. capabilities and the Crowdstrike are becoming increasingly important. businesses and new capabilities package has already been adopted In partnership with Cohda Wireless we close to the core and stepping by some of our business customers. Investing in the technology successfully trialled V2I technology over up our focus on innovation. of the future Turning from established to emerging Telstra’s 4G network in South Australia companies, our muru-D® startup in October 2016, the first phase of our Underpinning our growth ambitions accelerator continued to attract and plan to show how V2X technology can is a clear strategy to identify, incubate support the best technology startups and be supported on our mobile network. and carefully acquire new capabilities founders across the Asia Pacific region. V2X technology means vehicles will be we need for long-term success in a During the past four years muru-D has able to communicate with infrastructure dynamic sector. The efforts of the accelerated 77 startups which have like traffic lights, other vehicles, and Chief Technology Office, our Telstra created over 300 jobs. The program now road users like cyclists and pedestrians, Helping our customers to thrive New businesses for a new world The capabilities attained through our Ventures investment arm and muru-D® operates in Sydney, Singapore and leading to the creation of intelligent in a digital future Pacnet acquisition have helped secure startup accelerator are focused on Melbourne (launched in 2017) and with transport systems allowing for more New capabilities are allowing us to serve a number of significant customer wins. ensuring we are ideally placed to leverage partner programs in Brisbane and Perth. efficient use of road infrastructure, Over the past year we have made a customers in new ways. This year we We also continued to invest in our network the next generation of technologies that better traffic management and, in the ® To further enhance our connection with series of targeted acquisitions in fields launched Telstra Smart Home which in China to strengthen our in-country are transforming the economy. future, coordinated and safe autonomous some of the latest thinking and technology including cloud, workplace mobility, brings IoT to life for Australian consumers. presence and unique proposition through vehicle operation. Our 4G (and future 5G) Through our corporate venture capital innovation we opened Australia’s first enterprise Internet-of-Things (IoT) and The system, together with the Telstra our Telstra PBS joint venture. Also in networks will play a vital role in supporting arm Telstra Ventures, this year we made publicly-accessible GSMA Open Internet cyber security. These new capabilities Smart Home App, combines and connects China we sold the remaining 6.5 per cent the faster rollout of these cheaper, a number of strategic investments in of Things (IoT) Lab in Melbourne. leverage our world-class network and a wide range of home devices including interest in Chinese online business more efficient transport systems. will help us expand in the markets of the lights, motion sensors, cameras and smart Autohome to Ping An Insurance Group future. We have the opportunity to become plugs. Thoughtfully crafted ‘Automation for US$217 million (A$283 million based the technology partner of choice for and Energy’ or ‘Watch and Monitor’ on exchange rates at the time of sale). customers both in Australia and overseas. packages allow customers to operate a The divestment reflected the fact that range of domestic appliances remotely. We are expanding our capabilities in Ping An is now well established as a number of ways. Our acquisition of Another important opportunity for the a strategic partner for Autohome. Readify means we are now a leading future is Telstra Health®, which has The sale price of US$29.30 per share provider of application development moved from an acquisition phase to was in line with Autohome’s volume- and software-focused consulting and an integration phase, with a focus on weighted average price over the 60 days managed services, including big data new solutions with our existing assets. prior to sale. and IoT solutions. Similarly our acquisition Now the largest health software and In Indonesia, our telkomtelstra joint of UK-based Company85 adds to our solutions vendor in Australia, this new venture with PT Telekomunikasi Indonesia data centre, cloud, security and network business enables healthcare providers to is delivering unique, high-quality solutions services capability and will help to expand better connect with their patients and each and services for 150 customer projects our services business and differentiate other to ultimately improve the quality, and currently manages in excess of our offerings in Europe. safety and efficiency of the health, aged and 10,000 Managed Network Services community care, and disability sectors. Another important growth opportunity is sites. In FY17, telkomtelstra added a cyber security and in 2017 we will open Our solutions include providing software number of new services to its product new state-of-the-art Security Operations to approximately 100 public and private portfolio including Private Cloud, Managed Centres in Sydney and Melbourne. hospitals. Capabilities provided through Security Services, Managed WLAN, and These centres will support our new our Fred IT joint venture mean more professional services. Telkomtelstra’s capabilities in offering a broad range than 260 million prescriptions can be innovation focus was also recognised of detection and protection services to sent electronically from 22,000 GPs to when its delivery automation program governments and enterprise customers almost 4,850 pharmacies each year. “D-Bots” won an accolade at the Asia looking to mitigate cyber risks. We are Our Communicare solution is now the Communications Awards 2017 for growing our Business Technology most used system by Aboriginal Medical Innovation. D-Bots has significantly Services Group which offers customers Services which manage medical records of improved cost and time efficiency, integrated solutions that take advantage more than 400,000 Indigenous Australians reducing the time to activate customer of software, mobility and cloud, as well as across 220 remote, rural and urban premise equipment by 83 per cent. advice on how to implement and manage locations. Our telehealth service platforms these technologies. also enable GPs, specialists and allied health providers to connect remotely with their patients.
14 15 Our material risks Our material risks | Telstra Annual Report 2017
The dynamic markets we We have business capabilities, strategies, well as businesses and organisations Data governance compete in present both and plans in place which seek to prevent, across the country about how we can respond to and recover from network/ ensure that everyone, no matter where The world is experiencing increased opportunities and risks. In this critical service disruptions. The aim of they live or work, can enjoy the benefits cyber security risks and if we do not these is to provide means to manage of reliable communications. adequately protect our data and systems context, our material risk profile from cyber-attack, theft or other malicious continues to evolve. The following adverse events, or mitigate their consequences and to provide acceptable actions, this could result in equipment describes the material risks that levels of service continuity, especially People, culture and safety failures, disruptions in our operations or could affect Telstra, including for critical transactions and applications. network, and leakage or unauthorised Technological evolution, transformation We also partner with our external vendors dissemination of sensitive information any material exposure to and innovation require us to change our on whom we rely to deliver improved about Telstra and our customers. If we workforce so we can realise our strategy economic, environmental and management of our technology asset are unable to provide services to our and adapt to the changing operational social sustainability risks, and lifecycles and resilience. We communicate customers as a result of such events, environment. If we fail to attract, and engage with our customers and the this may result in significant expense, how we seek to manage them. retain and develop the right talent and community in relation to the experiences loss of market share, regulatory action, capabilities, and to create the right culture These risks are not listed in they will receive from our products customer claims and loss of reputation. and organisational structure to enable and services in order to convey a strong any order of significance, nor new and existing talent to thrive (for Failure to protect customer information ‘Why Telstra’ value proposition and to example through less complexity and such as through a breach of security, are they all encompassing. build differentiation based on speed, streamlined accountability) we may not be illegal sale or other unauthorised release Rather they reflect the most security and reliability. able to achieve our strategy and realise of our customers’ personal information significant risks identified at a the benefits of our investment strategy. could also adversely impact our whole-of-entity level through customers and our reputation and Major regulatory change and We are focused on delivering the result in adverse regulatory outcomes. our risk management process. stakeholder engagement capabilities required to simplify our Changes in technology that affect how business, transition to an nbn™ operating Regulatory or policy changes may directly personal data is collected, changes in environment, and extract value from our business model and how we digitise Industry disruption and competition processes, making it simpler for our margins remains as the migration volumes impact our strategy and business model our core. Our Culture and Capabilities our business could increase this risk customers to deal with us and compete increase. We are also undertaking steps as well as increase complexity and the programs support this future operating over time. Changes in expectations from Rapid changes in telecommunications for market share including through to improve the way we set customers’ cost of doing business. We proactively model and our succession programs government and industry groups on issues technology are lowering barriers to the ‘Why Telstra’ value proposition and expectations of the experience they will develop and maintain relationships with (especially at the senior levels of the like access to metadata, data sovereignty entry and increasing the level of ‘Only with Telstra’ service offerings. receive on the nbn. We are undertaking relevant regulatory stakeholders and policy organisation) and are periodically and mandatory data breach disclosure, competition in the telecommunications significant commercial works contracts makers, community groups and industry Our digitisation program, which has a reviewed for their ongoing relevance are also important factors that affect industry in Australia and the world. for nbn co. A number of these are in an effort to minimise potential adverse detailed and integrated program of work, in our changing business environment. how this risk is managed. This competition comes from new and long-term and complex contracts and effects of policy and regulatory decisions. existing competitors, particularly in the is focused on enabling brilliant customer Our performance based culture seeks to we manage them through specific We have mandatory training in relation mobile and broadband segments, as experiences and simplifying the way It is important we have clear, transparent encourage above industry performance programs of work aimed at delivering an to data security and privacy awareness well as emerging competitors, including we work to reduce complexity for our and timely communications with our to deliver increasingly responsive, outcome that achieves our target margin. for all employees, and conduct regular Over-the-Top (OTT) service providers, customers and our people. The execution stakeholders (including customers, personalised customer experiences. These programs also support our goal of cyber security and privacy drills across with lower cost bases, and agile, of the program carries a level of risk shareholders, investors, government reducing costs to maintain the legacy We carry a level of inherent Health, Safety the organisation to test the level of staff innovative business models. The effect due to the large scale, complexity and the and regulators) about our company copper network as the nbn rolls out. and Environmental (HSE) risk considering compliance and vigilance. We also of increasingly competitive market significant cross-company effort required, and corpora te strategy, and seek to the nature of the infrastructure we continually review and update the security conditions, including any decline in the however the detailed and integrated understand the views of our stakeholders maintain and the activities we undertake controls on our network, especially in revenue and margin of our products and programs of work in conjunction with our and maintain good relationships with Business resilience and reputation on a daily basis. This includes risks to times of global ransomware and other services, may adversely impact on our customer experience action plan (which them. We understand that if we are not employees, members of the public and cyber-crime events and we monitor earnings and assets. aims to address known customer pain Our network differentiation is critical successful in doing so, it may adversely environmental hazards associated with results through robust frameworks and points and frustrations) helps us deliver to our ability to compete and maintain affect our ability to execute our strategy. our work, our products and services governance forums. In regards to our Customers’ expectations are also continually on our brand promise and continue to our brand and price premium and the In May we welcomed the Australian and the facilities in which we operate. privacy obligations, we consider societal changing and they are demanding more build on the trust of our customers. provision of stable, highly reliable and Competition and Consumer Commission’s Failure to manage these risks effectively, expectations when reviewing our policy, from their technology and their technology fast networks and services is also key to In the Australian fixed telecommunications draft decision not to impose regulated could also affect our reputation with compliance and training programs. providers. There is a risk that we will not be maintaining market share and growing market the nbn™ transition is well domestic mobile roaming and encouraged stakeholders and customers and expose able to differentiate from our competitors, revenues. There are multiple threats to our underway and accelerating. This is one them to move quickly to finalise us to regulatory action or litigation. deliver on our brand promise and maintain ability to ensure resilience and continuity of the factors changing the mix of our this decision to provide certainty for the trust of our customers if we can’t of key processes, systems and people, We have an HSE strategy, a five year HSE earnings, including through the negative future investments across the industry. provide the best products and services including extreme weather events, natural improvement plan, and comprehensive effect of the nbn on our EBITDA over the We are also engaging with the Australian on the best networks with a sales, service disasters, malicious attacks, loss of third systems and processes to actively Further detail about our period of the nbn rollout discussed in the Government as they develop their and support network that is simple, party key service providers, and human monitor safety outcomes and build risk management framework Chairman and CEO Message. In addition, response to the Productivity Commission’s brilliant, intuitive and increasingly digital. errors. We understand the criticality of employee awareness. Our approach and how we manage our there are risks related to successfully recommendations on the future of the our services to our customers, so when to managing HSE risk incorporates risks is provided in our As outlined in Strategy and Performance, transitioning to become an access Universal Service Obligation. we don’t meet our customers’ expectations broader considerations of our safety 2017 Corporate Governance we are focused on our core business seeker and reseller on the nbn and (eg. through network congestion or We are generally supportive of regulatory culture (including managing workplace through investing in innovative products providing a high-quality service to our Statement available at prolonged network or other critical and policy changes if they improve the aggression and drug and alcohol use), and services, seeking to build new fixed customers in a lower-margin telstra.com/governance. service disruptions) we can frustrate or experience for customers, particularly how we manage environmental hazards businesses close to the core through environment. While we have been adversely impact our customers and the those in rural and remote Australia. We will and those that may arise from use of our a range of new investments and successful in maintaining our market communities we serve, which can affect continue to talk with our customers as products such as electromagnetic energy. acquisitions and delivering brilliant share and focused on reducing our unit our reputation and brand, and undermine customer experiences, all in an effort to costs in the early phase of the nbn the trust our customer have in us. serve customers in new ways now and in transition, pressure on our ability to the future. In all the markets we operate continue this and generate acceptable in, we are focused on improving our
16 17 Outlook Outlook | Telstra Annual Report 2017
Our business continues to experience changes driven by market developments, technological innovation and the continued evolution of our customers’ needs and expectations. We remain confident that Telstra has the right strategy in place to deliver on our vision to become a world class technology company that empowers people to connect.
The rollout of the nbn™ network will Innovative global technology companies over the next five years by looking at continue to accelerate, fundamentally continue to develop high-quality, every part of the company to see where altering the Australian telecommunications highly-digital standards for services digitisation and better ways of working can landscape. When we announced the nbn and products. To remain competitive simplify the way we do things. Our target definitive agreements with nbn co and the against other telcos, as well as new for achieving this net productivity gain will Commonwealth in 2011 we said that while service providers, we need to offer be brought forward by one year to FY20 it was the best outcome for shareholders our customers experiences which are and our ambition elevated to deliver an available to us, it would have a material simple, intuitive and increasingly digital. additional $500 million annual reduction impact on our business. We reported by FY22. We expect the benefits will be We are investing now to meet the challenges in May 2016 that the expected negative achieved at a broadly consistent pace and embrace the opportunities the future effect of the nbn rollout on Telstra’s through this period. is bringing. We must leverage simpler, EBITDA would be in the range of $2 to superior platforms to remove obstacles However our transformation cannot 3 billion. Given the latest outlook of nbn and deliver brilliant customer experiences. focus solely on our capabilities and Connectivity Virtual Circuit (CVC) charges, Through our additional investment business model. It is also critical that which we estimate will more than double of up to $3 billion over FY17–FY19, we assess our capital allocation and over the coming years, we now expect the we will direct more than $1.5 billion in November 2016 we announced we impact is likely to be at least at the top to building the networks for the future, would conduct a review of our capital end of this range, around $3 billion. approximately $1 billion to enhancing allocation strategy. The review considered It is also anticipated that the Australian the digitisation of our business; and our balance sheet structure and settings, market will gain a fourth mobile network, up to $500 million to delivering brilliant longer term capex requirements, which will increase competitive intensity customer experiences, recognising that investment decisions including M&A, for mobile customers particularly in every aspect of the additional investment returns to shareholders including metropolitan areas. At the same time should drive very significant customer dividends, buy-backs and other forms innovation will continue to deliver experience improvements. We expect of returns, and the best way to manage new products and services which this to deliver economic benefits of receipts from the nbn. can enhance, but also compete with, more than $500 million of EBITDA by We consulted extensively with shareholders Telstra’s current offerings. the 2021 financial year. and other stakeholders during the review We expect demand for our products and Within Telstra we have commenced a and the overwhelming and consistent services to continue to grow. For example, multi-year program to fundamentally feedback was that planning for the longer we estimate that our network capacity transform the way we work. Between term and retaining financial flexibility Our new dividend policy supports the order of 75 per cent of net one-off shareholders with the long term ™ 2 will need to be increased to manage an now and 2020 our culture and capability, should be a priority. This includes the objectives of the capital management nbn receipts to shareholders over sustainability of returns and strategic expected five-fold growth in traffic over processes and systems, products and importance of retaining a strong balance framework and is consistent with time via fully-franked special dividends. direction of the company. These are the next five years. However, while services will evolve from what they are sheet through the nbn transition period shareholder feedback to maintain a Telstra expects total dividends in important changes to Telstra’s approach demand for connectivity is growing the today. The nature and size of our workforce and in light of the increased competitive strong balance sheet and flexibility respect of FY18 to be 22 cents per to capital management and are value is increasingly being won at the will also change. Our core will continue dynamics and digital disruption. to manage the business and invest, share fully franked, including both appropriate in the context of our strategic 3 layer of the applications and services to be people with a deep sense of the especially during the nbn transition. ordinary and special dividends . transformation and will set the business The key outcomes of the review were a rather than just connectivity. customer, backed by knowledge workers It sees us moving away from a historical up for success in the future. plan to potentially monetise a portion In adjusting the capital management and technical experts. We will work practice of paying out almost 100 per cent Access to the best content is critically of locked-in recurring nbn receipts, framework and resetting the dividend with partners to scale up or down and of profits, to setting ordinary dividends at important to us as demand for media a new dividend policy and revised capital 1 policy we have balanced the importance manage the dynamics of a changing 70–90 per cent of underlying earnings . continues to grow. At the same time the management framework. of providing consistent returns to market, including responding to new In addition, we intend to return in the media market is changing with new opportunities as they arise. The potential monetisation transaction participants and increased competition. is subject to agreement and a number of We remain committed to Foxtel and In November 2016 Telstra announced steps including approvals and consents we continue discussions with our it would expand its productivity target 1. “underlying earnings” is defined as NPAT from continuing operations excluding net one-off nbn receipts (as defined in footnote 3 below). from investors, the Government and nbn 2. “net one-off nbn receipts” is defined as net nbn one off receipts (consisting of PSAA, Infrastructure Ownership and Retraining) less nbn net cost to connect less tax. partner News Corp regarding the best to at least $1 billion by FY21 and in co. We are currently in discussions 3. Return subject to no unexpected material events, assumes the nbn rollout is broadly in accordance with the nbn Corporate Plan 2017 and receipt of associated one-offs, arrangements and structure to support FY17 we reduced underlying fixed costs and is subject to Board discretion having regard to financial and market conditions, business needs and maintenance of financial strength and flexibility consistent with regarding these matters. We cannot Foxtel’s success into the future.# by $244 million consistent with this Telstra’s capital management framework. confirm whether they will be achieved but # Since the release of our OFR on 17 August 2017, which was lodged with the ASX in the document titled “Financial results for the year ended 30 June 2017”: announcement. We will accelerate our # we will update the market in due course. 1. Telstra and News Corp have announced their intention to combine Foxtel and Fox SPORTS Australia into a new premium sports and entertainment company. efforts to reduce costs even further Further information is available in our ASX announcement dated 17 August 2017 and in the transcript of the media and analyst conference held on 18 August 2017 (which was lodged with the ASX on 22 August 2017) which are available at telstra.com/investor. 2. Telstra announced to the ASX on 30 August 2017 that while the proposal to monetise a portion of the locked-in recurring nbn receipts was well progressed and supported by equity and debt investors, Telstra had been advised that technical consents from nbn co will not be forthcoming. Telstra also confirmed that the proposed transaction highlighted the significant value in Telstra’s core underlying telecommunications infrastructure as represented by the potential nbn monetisation opportunity. The process had shown the value of these payments to Telstra shareholders. A copy of the announcement is available at telstra.com/investor.
18 19 FY17 Full year results Full year results and operations review | Telstra Annual Report 2017 and operations review
Reported results Results on a guidance basis1 FY17 FY17 guidance The numbers and commentary in Total income growth2 4.3% Mid to high-single digit the product, expense and segment performance sections have been EBITDA growth 4.5% Low to mid-single digit prepared on a continuing operations basis and align with the statutory Capex/sales ratio 17.8% ~18% financial statements. Free cashflow $4.3b $3.5b to $4.0b For commentary on our key results, market context and outcomes of our capital allocation strategy review, FY17 FY17 FY17 FY16 please refer to the Chairman and CEO message section. Further detail Guidance versus reported Reported Adjustments Guidance Guidance on progress against our strategy 1 can be found in the Strategy and results results $m $m basis $m basis $m performance section. Total income2 28,205 – 28,205 27,050 On 17 August 2017, the Directors of Telstra resolved to pay a fully franked EBITDA 10,679 516 11,195 10,711 interim dividend of 15.5 cents per share. Shares will trade excluding entitlement Free cashflow 3,496 789 4,285 4,796 to the dividend on 30 August 2017 with payment on 28 September 2017. 1. This guidance assumed wholesale product price stability and no impairments to investments, and excluded any proceeds on the sale of businesses, mergers and acquisitions and purchase of spectrum. The guidance also assumed the nbn™ rollout was in accordance with the nbn Corporate Plan 2016. Capex to sales guidance excluded externally funded capex. Guidance excluded the Ooyala impairment in FY16 and restructuring costs in FY17. Please refer to the guidance versus reported results reconciliation. This reconciliation has been reviewed by our auditors.# 2. Excludes finance income.
Segment performance FY17 FY16 Change We report segment information on the same basis as our internal management reporting Summary financial results $m $m % structure as at the reporting date. Segment comparatives reflect organisational changes that have occurred since the prior reporting period to present a like-for-like view. Total revenue 26,013 25,911 0.4 Income related to nbn Definitive Agreements (DA) and commercial works is reported in All Other segment with the exception of Infrastructure Service Agreement (ISA) amounts Total income (excluding finance income) 28,205 27,050 4.3 included in Telstra Wholesale and nbn commercial works included in Telstra Operations. Operating expenses 17,558 16,600 5.8
Share of net profit from joint ventures and associated entities 32 15 113.3 Segment Total Income 5% EBITDA 10,679 10,465 2.0 4% FY17 FY16 Change Depreciation and amortisation 4,441 4,155 6.9 10% Total external income $m $m % EBIT 6,238 6,310 (1.1) Telstra Retail 16,489 16,848 (2.1) Net finance costs 591 710 (16.8) FY17 Global Enterprise and Services 6,343 6,244 1.6 Income tax expense 1,773 1,768 0.3 Telstra Wholesale 2,830 2,640 7.2 Profit for the period from continuing operations 3,874 3,832 1.1 23% 58% Telstra Operations 1,151 589 95.4 Profit for the period from discontinued operations – 2,017 n/m 3% 2% All Other 1,392 729 90.9 Profit for the period from continuing and discontinued operations 3,874 5,849 (33.8) 10% Total Telstra segments 28,205 27,050 4.3 Profit attributable to equity holders of Telstra 3,891 5,780 (32.7)
Capex1 4,606 4,045 13.9 FY16 Free cashflow from continuing and discontinued operations 3,496 5,926 (41.0) Telstra Retail Global Enterprise and Services
Earnings per share (cents)2 32.5 31.6 2.8 23% 62% Telstra Wholesale Telstra Operations All Other
1. Capex is defined as additions to property, equipment and intangible assets including capital lease additions, excluding expenditure on spectrum, measured on an FY16 accrued basis. Excludes externally funded capex. 2. Basic earnings per share from continuing operations. # The guidance versus reported results reconciliation is set out on pages 156 to 157 of this annual report.
20 21 Full year results and operations review | Telstra Annual Report 2017
Telstra Retail All Other Mobile Fixed Data & IP Telstra Retail income, comprised of Certain items of income and expense relating to multiple reportable segments are Despite continuing to retain and win Telstra Consumer and Telstra Business, recorded by our corporate areas and included in the All Other category. This category new customers, Data & IP revenue Domestic Mobile Domestic Fixed was largely flat excluding the impact from also includes Technology, Innovation and Strategy (including Ooyala), New Businesses decreased by 4.7 per cent to $2,695 Retail Customer Services Retail Customer Services the Mobile Terminating Access Service (including Telstra Ventures and Telstra Health®), and Media & Marketing. Income grew million as a result of a declining domestic (millions) (millions) (MTAS) regulatory decision, down 0.2 largely due to increased nbn disconnection fees (Per Subscriber Address Amount market and increased competitive pricing per cent. On a reported basis, including (PSAA)) in line with the nbn rollout. pressure. The accelerated decline in the impact of MTAS, income declined by ISDN revenue, down 10.4 per cent, Subsequent to announcements made in FY17, the following structural (and reporting) 6.0 5.7 5.4 2.1 per cent to $16,489 million. represents continued customer migration changes will take effect from the next financial year: 16.7 17.2 17.5 to IP access, NAS and nbn products. Telstra Consumer income excluding MTAS • Telstra Retail will be renamed Telstra Consumer & Small Business and will encompass 3.1 3.4 3.5 Other data and calling products, which increased by 0.8 per cent with growth in three core divisions – Customer Experience & Transformation, Telstra Products, and includes wholesale internet and data, postpaid and prepaid handheld revenue, Consumer & Small Business Sales & Service FY15 FY16 FY17 FY15 FY16 FY17 inbound calling products, and other global and in fixed broadband bundle revenue products and solutions, decreased by including media. Including MTAS, income • Global Enterprise and Services will be renamed Telstra Enterprise Fixed data Fixed voice 5.8 per cent to $1,023 million. IP access declined by 1.4 per cent. Mobile services • Telstra Business will be integrated into Telstra Consumer & Small Business, declined by 0.7 per cent due to decreasing revenue decreased by 4.1 per cent largely and Telstra Enterprise For the 2017 financial year, mobile Fixed revenue declined by 4.7 per cent yield from competitive pressures, offset due to MTAS, partly offset by fixed data revenue decreased by 3.2 per cent to to $6,407 million. Fixed voice revenue by growth in IP Metropolitan Area Network growth of 3.6 per cent. • Telstra Ventures will move to Technology, Innovation and Strategy. $10,102 million. Excluding the impact decreased by 9.1 per cent to $3,125 million (IP MAN) customer connections. Telstra Business income was negatively of MTAS, mobile revenue increased by while fixed data revenue grew by 1.6 per Data & IP EBITDA margin decreased impacted by lower mobile services 0.2 per cent. Retail customer services cent to $2,553 million. Continued focus Product performance by 3 percentage points to 59 per cent, revenue, decreasing by 2.6 per cent increased by 218,000 during the year, on retention activity and momentum from impacted by yield trends in the IP market excluding MTAS and by 3.9 per cent Product sales revenue breakdown bringing the total to 17.5 million. We now bundling resulted in fixed voice revenue and revenue decline. including MTAS. Mobile services revenue have 7.6 million postpaid handheld retail decline being maintained in single digits. declined by 8.1 per cent largely due to 4% 4% 3% 4% customer services, an increase of 169,000. Retail fixed voice line loss was 347,000 39% 40% over the year, taking total retail fixed voice Network Applications and Services (NAS) MTAS, while factors such as larger 5% 6% Postpaid handheld revenue ended the period customers to 5.4 million. Fixed voice data allowances, lower cost of excess flat at $5,448 million, but importantly, it ARPU decline was lower than that of the data, and ongoing fixed voice decline 10% was 0.8 per cent higher in 2H17 compared NAS Revenue ($b) prior corresponding period, decreasing also contributed to the fall. Network 13% with the previous corresponding period by 3.4 per cent to $38.53. Applications and Services (NAS) business and 0.9 per cent higher compared with FY17 FY16 3.4 revenue continued to grow, increasing 1H17. While postpaid handheld ARPU The increase in fixed data revenue 2.3 2.6 by 11.5 per cent, driven primarily by 11% declined by 2.5 per cent from $69.45 to was primarily due to 132,000 retail growth in cloud professional services. 10% $67.70 (excluding the impact of mobile net subscriber additions including FY15 FY16 FY17 Global Enterprise and Services (GES) repayment options), there was continued Belong®, bringing the total retail fixed Customers continue to respond growth in minimum monthly commitments data subscriber number to 3.5 million. NAS revenue grew by 30.6 per cent positively to the increased scale and 25% 26% offset by the impact of factors such as ARPU decreased by 4.3 per cent to to $3,370 million with continued double reach of the Telstra product portfolio unlimited calls, larger data allowances, $52.11. The total number of customers digit growth largely due to increased as GES income increased by 1.6 per cent lower cost of excess data, and a higher taking up a bundle increased by 224,000 commercial works for nbn co, and to $6,343 million. GES domestic income Mobile Fixed Data & IP NAS mix of bring your own (BYO) device plans. during the year, with 2.9 million customers expansion in professional services increased by 2.5 per cent due to double The rate of decline in postpaid handheld now on a bundled plan, or 88 per cent and hardware sales. Industry solutions Global connectivity Media Other digit NAS growth. GES international ARPU stabilised in 2H17. of the retail fixed data customer base. revenue growth of 66.0 per cent was We continue to lead the nbn™ market income grew by 4.4 per cent on a Mobile hardware revenue increased by driven by nbn and other commercial with a total of 1,176,000 connections, constant currency basis but declined 3.3 per cent to $2,144 million largely works, while cloud services growth FY17 FY16 Change an increase of 676,000 during the year. by 0.1 per cent on an Australian due to higher handset Recommended of 50.2 per cent was facilitated by dollar (AUD) basis, impacted by an Retail Prices (RRP). Other fixed revenue, which includes consulting professional services, key Key product revenue $m $m % appreciation in the AUD compared intercarrier services, platinum services, acquisitions and growth in hardware Prepaid handheld revenue grew by to the prior corresponding period. payphones, and customer premises sales. Unified communications increased Mobile 10,102 10,438 (3.2) 5.6 per cent to $1,013 million during by 8.8 per cent, largely due to significant Telstra Wholesale equipment, decreased by 5.4 per cent to the year due to an increase in ARPU, delivery milestones in 2H17 in network Telstra Wholesale income grew by Fixed 6,407 6,721 (4.7) $729 million. Intercarrier access services but was partly offset by a loss of 116,000 communications and contact solutions. 7.2 per cent to $2,830 million, largely revenue declined by 4.5 per cent which Data & IP 2,695 2,829 (4.7) unique users. ARPU grew by 9.3 per cent to An expansion of our security platform due to an increase in nbn™ ISA ownership includes the impact of the ACCC FAD for $22.29 as a result of stronger activations and services offering, including the receipts which have increased in line Fixed Line Services. NAS 3,370 2,581 30.6 and longer customer tenures. acquisition of Cognevo, contributed with the nbn rollout. Excluding the Fixed voice and fixed data EBITDA Mobile broadband fell 13.7 per cent to to the growth in managed network impact of the MTAS and fixed line Global connectivity 1,435 1,452 (1.2) margins declined by 3 and 10 points $992 million during the year despite services of 10.3 per cent. services Final Access Determination respectively, negatively affected by growing by 48,000 customer services. (FAD), income grew by 9.7 per cent. one-off costs of connecting customers NAS continued to deliver EBITDA margin Product FY17 2H17 1H17 FY16 Significantly, the rate of revenue decline improvement, up by 3 percentage points Telstra Operations to the nbn, and ongoing nbn network Profitability is levelling off as the mix shift slows from to 9 per cent due to ongoing operational Telstra Operations income grew to 1 costs. Excluding nbn related items, EBITDA margins % % % % old dongle plans to newer tablet plans at leverage, scalable standardised offerings, $1,151 million, primarily due to an the fixed data margin improved on the a lower ARPU. a lower cost delivery model, and a increase in nbn commercial works. Mobile 43 45 41 42 prior corresponding period. Fixed margins Mobile EBITDA margin increased by were negatively affected by one-off mix effect benefit from increased nbn Fixed data2 31 28 34 41 1 percentage point to 43 per cent. costs of connecting customers to the commercial works. Mobile margins improved marginally nbn, and the ongoing nbn network costs. 2 Fixed voice 48 45 50 51 on the prior year excluding the margin Excluding nbn related items, the fixed Data & IP 59 58 59 62 accretive impact from MTAS, and a one-off data margin improved on the prior roaming credit benefit of around $130 corresponding period. NAS 9 10 8 6 million in FY16. The margin improvement included a favourable margin benefit in Global connectivity 19 18 20 18 FY17 from reduced handset subsidies and the introduction of Go Mobile Swap. 1. The data in this table includes minor adjustments to historic numbers to reflect changes in product hierarchy. 2. Margins include nbn™ voice and data products.
22 23 Full year results and operations review | Telstra Annual Report 2017
Global connectivity Expense performance Global connectivity represents the FY17 FY16 Change international GES business. Revenue We have delivered against our cost ambitions for the year, with a 3.5 per cent or $244 million reduction in underlying core fixed costs. Our total reported costs grew grew by 4.4 per cent in local currency ™ Operating expenses $m $m % terms (LC) as customers continued to due to increased nbn access payments, nbn cost to connect (C2C), nbn commercial works and other large NAS projects, and restructuring costs. respond positively to the increased scale Labour 5,381 5,041 6.7 and reach of the Telstra product portfolio. Fixed revenue increased by 4.9 per cent Goods and services purchased 7,671 7,247 5.9 (LC) due to an increase in Wholesale voice customers, while Data & IP revenue +$516m $17,558m Other expenses 4,506 4,312 4.5 growth of 2.4 per cent (LC) was achieved +$466m -$244m Total operating expenses 17,558 16,600 5.8 in internet and Ethernet services for -$68m $17,042m +$214m Over the Top (OTT) customers. On a +$320m including reported AUD basis, global connectivity supports $439m $16,354m $789m restructuring revenue declined by 1.2 per cent to increased costs NAS revenue Labour Other expenses The favourable movement in gross $1,435 million, impacted by an including $268m Total labour expenses increased by Total other expenses increased borrowing costs was driven by a appreciation in the AUD from FY16 increase nbn access 6.7 per cent or $340 million to $5,381 by 4.5 per cent or $194 million to reduction in our average gross interest to FY17. payments million. Labour expenses increased $4,506 million as a result of increased cost, which was 5.1 per cent compared Global connectivity EBITDA margin while underlying core fixed costs costs for service contracts and other to 5.6 per cent in the prior period. improved by 1 percentage point to decreased due to investment in nbn™ agreements. This reflects a combination of issuing 19 per cent due to continued delivery FY16 Core sales One-off Core fixed Core fixed New FY17 Guidance FY17 commercial works and other large debt at lower interest rates, a reduction operating costs nbn DA and costs – NAS costs – businesses operating adjustments operating Service contract and other agreement of synergies and productivity as a expenses – nbn C2C labour and underlying costs expenses – expenses – NAS projects. Total full time staff in floating interest rates reducing the guidance corporate guidance reported costs increased by $253 million to result of scale. basis basis basis and equivalents (FTE) decreased by cost of our variable rate debt, as well as $1,802 million, which includes $107 4.1 per cent or 1,366 to 32,293. greater use of short term debt, including Media million of nbn commercial work charges commercial paper, to manage liquidity. Media revenue increased by 8.2 per Salary and associated costs due to an acceleration in the nbn rollout, Average gross debt outstanding remained cent to $935 million due to the strong FY17 FY16 Change increased by 1.7 per cent or $64 million combined with the associated costs for consistent with the prior year. Detailed performance of Foxtel from Telstra and to $3,754 million, while an increase the trainee program and upskilling of discussion on net debt can be found in Telstra TV®. Foxtel from Telstra grew in labour outsourcing of 9.0 per cent communications technicians. Operating expenses $m $m $m % the debt position section below. 8.1 per cent to $777 million with 57,000 or $80 million resulted in an increase Depreciation and Amortisation subscriber additions over the past year, 1 of labour substitution costs. Finance income increased by $52 million. Core sales costs 7,447 7,127 320 4.5 Depreciation and Amortisation increased while there are now 827,000 Telstra TV Finance income reported in 2016 included Redundancy costs increased by by 6.9 per cent to $4,441 million due devices in the market, continuing its a $42 million negative accounting Core fixed costs 8,770 8,548 222 2.6 88.6 per cent or $147 million as a to ongoing investment in business strong growth. adjustment to recognise a reduction in result of an increased focus on software assets with shorter useful • Underlying 6,753 6,997 (244) (3.5) interest rate applied to our joint venture Sports Live Pass™ users increased accelerating restructuring activity lives. Depreciation and Amortisation loan asset. Interest earned on cash and significantly to 1.3 million (including 2 relating to our productivity programs. will increase as a result of our strategic • NAS labour and corporate 2,017 1,551 466 30.0 cash equivalents increased by $18 million 1.2 million users who receive the service capex announced in August 2016 of up Goods and services purchased driven by higher average cash balances as part of their mobile subscription) New businesses costs3 343 411 (68) (16.5) to $3 billion over the three years to the Goods and services purchased year on year; this was offset by net across AFL, NRL and Netball, delivering end of FY19. increased by 5.9 per cent or interest expense recognised on our unique and exclusive content for our One-off nbn DA and nbn C2C 482 268 214 79.9 $424 million to $7,671 million. Foreign currency impacts defined benefit plan in the current year. mobility customers. For the purposes of reporting our Total Guidance 17,042 16,354 688 4.2 Cost of goods sold (COGS) (which includes Capitalised interest increased by Other consolidated results, the translation directly variable costs, including mobile $8 million to $81 million due to higher Other sales revenue includes Guidance adjustments4 516 246 270 n/m of foreign operations denominated in handsets, tablets, dongles and broadband capital expenditure. This resulted in revenue related to nbn co access to foreign currency to AUD decreased our modems) increased by 2.6 per cent or a reduction in net finance costs of our infrastructure, and revenue from Total Reported 17,558 16,600 958 5.8 expenses by approximately $87 million $83 million to $3,287 million, including $8 million against the prior year. Telstra Health® and Ooyala. Other revenue on the prior period across labour, goods growth in our NAS business. primarily consists of Go Mobile Swap 1. Core sales costs excludes goods and services purchased associated with new businesses and nbn C2C. and services purchased, and other Other finance costs increased by $5 2. NAS labour and corporate costs include significant transactions and events associated with NAS commercial lease income and rental income. works and labour, global connectivity costs and corporate items. Network payments increased by 2.5 per expenses. This foreign exchange impact million resulting primarily from higher Other income includes gains and losses 3. New businesses includes Telstra Health®, Ooyala and Telstra Ventures. cent or $42 million to $1,692 million, has been offset by a reduction in sales commitment and other fees related to on asset and investment sales (including 4. Guidance adjustments reflect restructuring costs in FY17 of $439m and impairment. including a $268 million increase in nbn revenue resulting in a favourable EBITDA our undrawn bank facilities which are assets transferred under the nbn DA), access payments as customers migrate contribution of approximately $5 million. used to support our liquidity requirements. income from government grants under across to nbn services. Network payments Total operating expenses increased 5.8 per cent to $17,558 million. Core sales costs, Net finance costs the Telstra Universal Service Obligation were also higher in FY17 due to a one-off which are direct costs associated with revenue and customer growth, increased by Net finance costs from continuing Performance Agreement (TUSOPA), mobile roaming credit benefit in the prior $320 million or 4.5 per cent. NAS labour and corporate costs, and one-off nbn DA and operations decreased by 16.8 per cent income from nbn disconnection fees year. These increases were partially offset nbn C2C increased by 30.0 per cent and 79.9 per cent respectively as the nbn rollout or $119 million period on period to (PSAA), subsidies and other miscellaneous by a $347 million decrease in carrier continues to accelerate. $591 million. This was largely due to items. The increase in other income of network payments, largely a result of the the refinancing of debt at lower rates 92.4 per cent during the period is largely In November 2016, we announced a productivity target of more than a $1 billion MTAS FAD impact of reduced voice and and higher interest income from higher due to an increase in one-off PSAA and reduction in underlying core fixed costs by FY21. We have made considerable progress SMS terminating charges. average cash balances. ISA receipts in line with the progress of thus far, to the extent we will bring forward our more than $1 billion cost out target by Commission payments increased by the nbn rollout. one year and deliver the savings by FY20. We will also target an additional $500 million On an accounting basis, net finance 6.4 per cent or $57 million to $949 million. annual reduction by FY22, meaning costs will be $1.5 billion per annum lower in FY22 costs were $154 million lower than on Service fees (which are primarily for compared with FY16. We expect the benefits will be achieved at a broadly consistent a cash basis mostly due to capitalised Foxtel, Stay Connected® and mobile pace through this period. interest and $22 million non-cash gains content) increased by 13.3 per cent or associated with our derivative financial Our progress on achieving our productivity target is reported through the above $131 million. operating expenses table. The detail below provides commentary on our statutory hedge instruments. disclosed costs. Goods and services purchased includes core sales costs and sales costs relating to new businesses, and one-off nbn DA and nbn C2C. Labour and other expenses consists of core fixed costs, and the non-core sales components of new businesses costs, and one-off nbn DA and nbn C2C.
24 25 Full year results and operations review | Telstra Annual Report 2017
FY17 FY16 Change Debt issuance $m FY17 FY16 Change Summary Statement Summary Statement of Cash Flows $m $m % Drawn bank loans 400 of Financial Position $m $m % and facilities1 Net cash provided by operating activities 7,775 8,133 (4.4) Current assets 7,862 9,340 (15.8) Capital markets 996 Total capital expenditure (5,321) (4,194) (26.9) Non-current assets 34,271 33,946 1.0 Short term commercial 816 Sale of shares in controlled entities (net of cash disposed) – 1,340 n/m paper (net) Total assets 42,133 43,286 (2.7) Other investing cash flows 104 105 (1.0) Other loans 3 Current liabilities 9,159 9,188 (0.3) Net cash used in investing activities (4,279) (2,207) (93.9) Total 2,215 Non-current liabilities 18,414 18,191 1.2 Free cashflow 3,496 5,926 (41.0) 1. During the period we also drew down, and subsequently repaid, a further $1,400 million Total liabilities 27,573 27,379 0.7 under our bank facilities. This is shown on a Net cash used in financing activities (6,104) (3,777) (61.6) gross basis in the Statement of Cash Flows. Net assets 14,560 15,907 (8.5) Net increase/(decrease) in cash and cash equivalents (2,608) 2,149 n/m Debt repayments $m Total equity 14,560 15,907 (8.5) Cash and cash equivalents at the beginning of the period 3,550 1,396 154.3 Return on average assets (%) 15.6 16.2 (0.6)pp Capital markets (2,067) Effects of exchange rate changes on cash and cash equivalents (6) 5 n/m Return on average equity (%) 25.6 25.7 (0.1)pp Other loans (9) Cash and cash equivalents at the end of the period 936 3,550 (73.6) Finance leases (131)
Total (2,207)
Financial Position Net debt at 30 June 2017 is $15,280 Statement of Financial Position million, an increase of $2,821 million Our balance sheet remains in a strong position with net assets of $14,560 million. Capital expenditure and cash flow significant predicted traffic growth. FY17 from the prior year. This movement Current assets decreased by 15.8 per cent to $7,862 million largely as a result of the Net cash provided by operating activities These investments will position us to comprises the increase in gross debt reduction in cash and cash equivalents of $2,612 million, which was built up through declined by 4.4 per cent to $7,775 deliver significant customer benefits Financial FY17 Comfort settings Actual zone of $209 million and a reduction in cash proceeds from the sale of our Autohome shares in June 2016, and subsequently used million which included Autohome net and reinforce our market differentiation and cash equivalents of $2,612 million. to fund increased capital expenditure and the share buybacks. This was partly offset earnings of $120 million in the prior year over the longer term, as well as deliver Debt Reported free cash flow of $3.5 billion, by trade and other receivables, which increased by $731 million primarily due to an and restructuring costs of $304 million financial benefits such as capital 1.4x 1.3 to 1.8x servicing1 and available cash and cash equivalents, increase in trade receivables (including increased nbn PSAA and ISA receivables) and in the current period. The increase in efficiency, reduced operating costs, was utilised during the year to fund accrued revenue. Inventories increased by $336 million, driven by nbn™ construction net cash used in investing activities and increased revenue. 50% outflows from interest, dividends, work in progress and higher retail demand. primarily reflects the increase in capital Gearing2 51.2% We are also investing a significant to 70% and other financing flows of expenditure for the period. Our operating Non-current assets increased by 1.0 per cent to $34,271 million. Property, plant and proportion of our capital expenditure approximately $4.6 billion, as well capital expenditure for the year was equipment increased by $769 million, largely driven by mobile network investments. on our mobile network to further extend Interest as our share buyback program of 17.8 per cent of sales revenue or 3 15.7x >7x Our defined benefit asset increased by $127 million due to an actuarial gain on our our 4G networks to deliver more square cover $1.5 billion. At 30 June 2017, cash and $4,606 million, and will remain defined benefit plan assets resulting from an increase in the discount rate applied kilometres of coverage, more reliable cash equivalents were $938 million. approximately 18.0 per cent of sales 1. Debt servicing ratio equals net debt to EBITDA. (from 3.3 per cent to 3.9 per cent at 30 June 2017). This was partially offset by a decrease voice and data, fewer dropouts and 2. Gearing ratio equals net debt to net debt plus revenue during the FY18-19 period as the We remain within our comfort ranges for of $557 million in derivative financial assets due to foreign currency movements and faster download speeds. total equity. up to $3 billion of strategic investment 3. Interest cover equals EBITDA to net interest. all our credit metrics. Our gearing ratio is other valuation impacts arising from measuring to fair value. As our derivatives are used announced in August 2016 continues Free cashflow generated from 51.2 per cent, up from 43.9 per cent at to hedge foreign currency and interest rate exposures, the movement in total derivative to be invested across the business. operating and investing activities 30 June 2016. Debt servicing (net debt/ position is largely offset by corresponding movements in borrowings and reserves (equity). was $3,496 million, representing a Debt position EBITDA) is 1.4 times. Interest cover, During FY17, around $750 million in Current liabilities decreased by 0.3 per cent to $9,159 million. Trade and other decrease of $2,430 million on the prior Our gross debt position at 30 June 2017 was which is a measure of the cash flows strategic investment was delivered payables increased by $241 million predominantly due to higher accrued capital corresponding period. This was due to $16,218 million, comprising borrowings of we generate compared with the net into the networks for the future and expenditure. This was offset by a decrease in current borrowings of $179 million driven the receipt of proceeds from the sale $17,284 million and net derivative assets interest cost of servicing our borrowings digitisation programs laying the by an increase in commercial paper (held principally to support working capital and of Autohome in the prior period of $1,066 million. Gross debt is similar to is 15.7 times (2016: 13.0 times). foundations to drive improvements in liquidity requirements) of $809 million being more than offset by a reduction in term ($1.34 billion), an increase in capital 30 June 2016 ($16,009 million) as a result Our comfort zone for interest cover customer experience in FY18 and beyond. debt due to mature within 12 months compared to the prior year. Derivative financial expenditure, and a decline in net of a $2,215 million increase in debt during is in excess of 7.0 times. Our mobile network has been extended liabilities decreased by $244 million as a result of derivative maturities during the period. cash provided by operating activities. the year being largely offset by $2,207 so that 88.9 per cent of the Australian The increase in net cash used in financing million debt maturities, as detailed in the Non-current liabilities increased by 1.2 per cent to $18,414 million driven by non-current population now have access to double the activities principally reflects the tables below. Debt issuance includes a borrowings, which increased by $161 million. This was due to reclassification of debt speed of standard 4G, more than 83 per $1.5 billion share buyback program $996 million ($1,000 million face value) due to mature within 12 months to current borrowings, and favourable foreign exchange cent of ADSL customers now have access that was completed in the first half AUD bond, which was issued in three movements impacting offshore borrowings being more than offset by debt issuance of to ADSL speeds that support a quality of the fiscal year. tranches including two Fixed Rate Notes $1,399 million, including a $1,000 million AUD bond. video experience, and we laid core network ($846 million) and one Floating Rate foundations to support 5G at our trials on On a guidance basis free cashflow was Note ($150 million). the Gold Coast in FY18. We also launched $4,285 million. Performance against our next generation optical network guidance has been adjusted in the current The majority of the movement in gross technology in Tasmania, initially delivering period for free cashflow associated debt comprises non-cash finance lease more than double the capacity across with restructuring costs ($304 million), additions of $85 million, revaluation Bass Strait with future potential for a M&A activity (-$140 million) and spectrum impacts including unrealised movements hundred-fold scalability, and with a ($625 million). The EBITDA impact of on our derivatives, $114 million, and bank significant improvement to capital restructuring costs was $439 million. overdraft ($2 million) which is recorded efficiency to accommodate the against borrowings.
26 27 Sustainability Digital futures Sustainability | Telstra Annual Report 2017
Our goal is to embed social and We will foster strong, inclusive environmental considerations Thriving in a digital world communities that are empowered into our business in ways that to thrive in a digital world. create value for the company Everyone Connected and our stakeholders. We want everyone to enjoy the benefits Our approach of being connected. Through our digital inclusion programs we focus on supporting The pace of technological innovation those most at risk of digital exclusion – means we are in an increasingly dynamic and Ethic nt cy s an people with disability, people 65+, those e ien d and inter-connected world. Digital nm f c go ro e ve living in regional and remote communities, vi ce rn technology is disrupting traditional n r a E u n Indigenous communities, people on a low so c operating models and our operating e re s Re income, and people who are unemployed n sp environment is increasingly competitive. io o t n or homeless. Our approach is to integrate lu s At the same time technology presents an o ib s digital inclusion into our core business l le a opportunity to help society to respond to t b n u operations and partner with government major issues in a more agile and scalable e s e i n and community organisations to achieve g m y n e way – from managing the impacts of n g o s a reach and scale. Key initiatives over r r s i h e
climate change to making healthcare and v
c
n
n FY17 include:
e
e
E
education more universally accessible. t
d
a
n
m • releasing the Australian Digital
a i
As a large telecommunications and l Networks
C Inclusion Index which provides important technology company, Telstra has a insights on the barriers to digital Telstra’s network is unmatched by any Continued innovation and investment fundamental role to play in helping inclusion and is designed as a tool to other provider in Australia. We are in technology will deliver exciting our customers and society to adapt help policy-makers, businesses and continually investing in our network to opportunities in areas like agriculture E to technological change and the c v d o e o community organisations take action create differentiation and build capability and health, making lives easier through n r Di o opportunities it brings. We want n yo gital futures g e n or on digital exclusion. Key findings show for the future because we know it unlocks our Connected Home offering whilst everyone to thrive in a digital world. ct e f ed ch that while digital inclusion is improving, great economic, social and environmental also enabling our customers to realise Te Over FY17 we reviewed our approach digital ability – skills and confidence – potential. Network access and availability economic and business improvement Networks to sustainability in order to ensure is emerging as a key area for national is also a key component to digital inclusion while reducing greenhouse gas emissions our strategy and activities support improvement. which is why over the last 10 years 15 per (see case study on the following page). our corporate direction and generate cent of investment in our mobile network • helping more than 1 million vulnerable Through the Telstra Foundation® we stakeholder value. The review took into has gone to provide services to the most customers stay connected through a bring together social innovation and account the changing organisational remote two per cent of the population in range of programs including Access for digital connection to transform the lives environment, the maturation of our Australia. More detail on how we’re investing Everyone which helps people on a low of young people. In FY17, we partnered sustainability approach, Telstra’s for the future can be found in the Strategy income or facing financial hardship to with 13 charity and social enterprise contribution to the delivery of the UN and Performance section of this report. stay connected. partners to help young people thrive Sustainable Development Goals and online. We committed $6 million in reflects the views of a wide range of Digital futures: Environmental Responsible • partnering with the Queensland, Tech for good Core community programs and partnerships stakeholders, both internal and external. We will foster strong, solutions: We will business: We will be Victorian and New South Wales state elements Digital technologies and connectivity are in addition to facilitating over $1.4 million The result is a multi-year vision that inclusive communities use technology to a sustainable, globally governments on our Tech Savvy Seniors encouraging innovation and opportunity, in charitable donations from Telstra represents a significant step in moving that are empowered to address environmental trusted company that program. Over FY17 the program transforming the way we respond to employees and shareholders. toward a more holistic approach to thrive in a digital world. challenges and help our people want to work delivered face-to-face training to suppliers, customers for and with. sustainability challenges and creating ‘sustainability’ that informs and more than 35,000 older Australians. and communities do a positive impact on society. integrates all of our business activities. the same. • releasing our first Accessibility and Inclusion Plan, which aims to strengthen Thriving in a digital world Focus Everyone Connected Climate change Ethics and governance our commitment and amplify our focus Ensuring everyone can and energy Being ethical, e-mental health gets a boost Our purpose is to create a brilliant areas on inclusion and removing the barriers enjoy the benefits of Mitigating climate responsible and to access. The Plan has three pillars – connected future for everyone, being connected. change impacts and transparent in how and our sustainability strategy is helping our customers we do business. raising the bar on customer experience, Networks The intersection of technology with evidence-led, key to achieving this. and communities to creating a fully inclusive workplace and Delivering leading Culture and do the same. using our technology expertise to create mental health services is a key investment area Our sustainability priorities reflect telecommunications capabilities new products and services. the issues that are most material networks. Environment and Creating a world-class for the Telstra Foundation. resource efficiency workplace where our • as part of our Reconciliation Action for our business, the areas in which Tech for good Using resources people can thrive. we have the expertise to make a Using the power of Plan commitments we switched on In FY17, the Telstra Foundation invested $500,000, over three years in Orygen’s efficiently and minimising meaningful impact, and where we technology to enable all mobile and fixed broadband coverage new initiative to develop the world’s first virtual clinic designed for young people environmental impacts see opportunities to use innovative, young people to thrive. in Titjikala, a remote community located suffering from severe and complex mental health conditions. The project blends across our value chain. tech-based solutions to help 120km south of Alice Springs. This is the face-to-face and online clinical and therapy interventions into different aspects address major societal challenges first community to be connected as part of everyday life. It features a range of technology including chat bots, sentiment and opportunities. of a $30 million co-investment with the analytics, machine learning and natural language processing as well as This section highlights some of the more significant aspects of Northern Territory government. functionality such as video conferencing, real time online chat, and evaluations. sustainability at Telstra. Our Bigger Picture 2017 Sustainability Report, 150 young people will participate in the program pilot from design to delivery, available online at telstra.com/sustainability/report, provides a more and following evaluation, the program is expected to scale progressively to detailed overview of these issues and our performance. 30,000+ users globally.
28 29 Environmental Responsible Sustainability | Telstra Annual Report 2017 solutions business
We will use technology to We will be a sustainable, globally We rely on the expert advice of national The strategies we employ to support diversity address environmental Greenhouse gas emissions and trusted company that people and international health authorities, and enable inclusion are in service of our emissions intensity1 including the Australian Radiation business strategy, as well as imperatives challenges and help our want to work for and with. Protection and Nuclear Safety Agency around fairness and corporate social suppliers, customers and (ARPANSA) and the World Health responsibility. We recruit, develop, promote 0.58 Responding to global challenges communities do the same. Organisation (WHO), and actively contribute and pay our people in a way that supports Business and technology are playing an to scientific research in the area. our commitment to being more diverse and 0.42 increasingly important role in responding inclusive. Whilst our overall representation Energy and emissions Helping our customers and the community to global challenges. Telstra supports the of women decreased 0.5 percentage points keep abreast of the latest information is We continuously strive to reduce energy United Nations Sustainable Development over the year there are promising signs. 1,592,376 0.26 important to us. This year, we continued consumption within our operations Goals – a common, global framework for For example, we achieved over 50 per cent 1,571,066 0.19 our mobile safety SMS campaign, sending by careful planning, monitoring and considering and addressing the world’s female representation in our graduate intake 1,540,304 out over 17 million messages referring management of our consumption, 1,498,597 most significant development challenges. over FY17 and our minimum female customers to telstra.com.au/mobiletips, identifying and implementing energy We have identified four initial priorities representation of 50 per cent on shortlists where we have information on mobile reduction and optimisation initiatives, FY14 FY15 FY16 FY17 that reflect our business context, key and interview lists is already demonstrating as well as investing in renewables. risks and impacts and current social use, EME, and tips to reduce exposure. strong progress with a 6.5 per cent Total Emissions(Scope 1, 2 & 3) and environmental focus areas: We provide information on EME on our We are also working with businesses, Tonnes of carbon dioxide equivalent (tCO e) increase in female representation in 2 website at telstra.com/eme and have a customers and the community to • Goal 5: Achieve gender equality shortlists and a 5.7 per cent increase Emissions intensity dedicated EME help desk and team that identify opportunities to improve and empower all women and girls in female commencements. We are also Tonnes of carbon dioxide equivalent per proactively reviews new site proposals, environmental performance. terabyte (tCO e/TB) • Goal 8: Promote sustained, inclusive open to considering flexible ways of 2 develops community consultation plans and sustainable economic growth, working in every role. In FY14 we set a long term target full and productive employment and and works with the community to determine to reduce our greenhouse gas (GHG) 1. Australian operations for Telstra Corporation Limited. This includes relevant Australian subsidiaries, joint decent work for all acceptable sites for new base stations. Information on Diversity and Inclusion emissions per terabyte of data used ventures and partnerships as set out in the National • Goal 9: Build resilient infrastructure, at Telstra, including our diversity (emissions intensity) by 55 per cent Greenhouse and Energy Reporting Act 2007. promote inclusive and sustainable Managing our tax affairs measurable objectives, can be found in our over the three year period from FY15 Greenhouse gas emissions are calculated using 2017 Corporate Governance Statement the latest emission factors at the time of reporting. industrialisation and foster innovation We maintain a conservative tax risk profile. to FY17, from a baseline year of FY14. (which is available on our website at • Goal 13: Take urgent action to combat All transactions we enter into are based We achieved our target, reducing by telstra.com/governance) and in our climate change and its impact. on commercial considerations and we 68 per cent from our FY14 baseline Electronics reuse and recycling Bigger Picture 2017 Sustainability Report. year. A large driver for this has been We are a signatory to the United Nations do not take positions that are tax driven, the significant rate of growth in data Telstra has supported responsible This presents an opportunity for Telstra to Global Compact and are committed to artificial or contrived, or that interpret Health, safety and wellbeing use – up 33 per cent in FY17. recycling programs for nearly 20 years. unlock value through materials efficiency, supporting its principles – on human a tax law beyond its spirit and intent. We are a founding member of which includes striving to keep resources rights, labour rights, environment and We are committed to full transparency We focus on reducing health, safety and From our baseline year of FY14 MobileMuster – a non-profit, government in use for as long as possible, extracting the anti-corruption – wherever we operate. and disclosure in all dealings with revenue environment (HSE) risk in our operations our absolute GHG emissions accredited, mobile phone recycling maximum value from them while in use, then Human rights are of increasing interest authorities and we comply with all tax and early intervention in our management (Scope 1, 2 and 3 tCO e) have reduced 2 scheme in Australia. This year we recovering and remanufacturing products to stakeholders, with many jurisdictions, laws and obligations in the jurisdictions of injuries. Our initiatives aim to build a high by 5.9 per cent. The primary reason launched our first Electronics Reuse at the end of each service life. For example, including Australia, developing or in which we operate. We pay tax consistent performing HSE culture, where sharing for the absolute emissions reduction and Recycling Strategy, Unlocking Hidden devices returned through our Go Mobile considering legislative responses to the with our business presence and operations. insights and learnings are the norm, is due to a decrease in the energy Value, to systematically manage and Swap lease plans are refurbished and issue of modern slavery. Telstra reports The Telstra Group’s effective income tax with data and analytics supporting coefficients (emission factors) reduce our e-waste impact across reused, if they are beyond repair they are under the UK Modern Slavery Act and rate was 31.4 per cent, which is in line sound decisions on corrective actions and published by the Australia Government. our value chain. It brings focus to the responsibly recycled. In FY17 we collected our most recent statement is available with the Australian corporate tax rate of controls. We take a proactive, risk based Our ongoing program of energy efficiency importance of applying integrated and 19.9 tonnes of mobile phones and at telstra.com/governance. 30 per cent. Refer to Section 2.4 Income approach, supported by an integrated HSE projects has also contributed to the collaborative approaches to realise accessories through the MobileMuster Taxes for further details. management system that is consistent decline in emissions. business value through increased program, exceeding our target of 17 tonnes. Protecting our customers’ data across our global operations and embedded Our largest source of GHG emissions is electronics recovery, reuse and recycling. We collected 4,353 tonnes of e-waste An engaging culture into operational practices. Throughout FY17 with a recycling rate of 99.9 per cent. Privacy matters to us and we know it we focused on driver safety, working at electricity consumption. This accounts We focus our engagement activities on matters to our customers. As part of height and supporting employee health and for 95 per cent of our total GHG emissions sustainable engagement because it our efforts to protect our customers’ wellness. Our Lost Time Injury Frequency (Scope 1, 2 and 3). Our network sites are provides a deeper understanding of the Connecting to a low-carbon future personal information and our network Rate (LTIFR) reduced between calendar our largest consumers of electricity and key drivers of performance, describing from unauthorised access and disclosure 2015 and 2016 by 5.6 per cent1. we continue to investigate opportunities we use a combination of technical how engaged, enabled and energised our to improve their energy efficiency through Telstra’s Cloud Calculator Tool helps enterprise solutions, security controls and internal people are at Telstra. In FY17 we conducted 1 a range of activities. Since 2011 we have customers estimate the potential savings in energy, processes including mandatory training. a ‘pulse’ employee engagement survey Lost Time Injury Frequency Rate invested $52 million in improving the More information, including how we (EES) that showed our top line sustainable (by calendar year) energy efficiency of our facilities. cost and carbon emissions of a move to the cloud. responded to privacy incidents during engagement score was 71 per cent, This year we invested $5 million in FY17, is available in our Bigger Picture which is unchanged from 2016. This is energy reduction projects that delivered We are assisting customers transition to a low carbon future through the use of 2017 Sustainability Report. encouraging as it shows sustainable 1.69 a collective saving 17,345 tCO e and 0.89 2 cloud technology. We are doing this by providing more energy efficient and cost engagement was stable during a time 0.84 more than 18,000MWh of electricity. of considerable change and provides effective data storage solutions compared to individual onsite data storage. Mobile phones, base stations 2014 2015 2016 To demonstrate our commitment to By adopting cloud-computing, organisations in Australia could potentially save and health a platform for our plans to increase to a collective $1 billion in energy-related costs annually, reducing carbon emissions 73 in FY18 and 76 in FY19. 1. Telstra measures LTIFR as the reported number of environmental improvement, we have We acknowledge that some people are set a new carbon emissions intensity by 4.5 million tonnes at the same time. accepted workers’ compensation claims for work-related concerned about possible health effects Diversity and inclusion injury or disease that incur lost time for each million target covering the period FY18-FY20. from electromagnetic energy (EME), hours worked. As claims are often not determined for Telstra’s cloud solutions also support businesses to become more agile by some time after the initial injury, the reported LTIFR The target is to reduce carbon emissions enabling a more productive working environment. Employees are able to access and we are committed to addressing We value diversity and inclusion and the intensity (tCO e per petabyte) by for FY16 (and prior years) did not include those 2 data and systems anywhere internet is available. Cloud is also enabling flexibility, these concerns responsibly. We are benefits they bring to the Telstra Group injuries that occurred within the reporting period but 50 per cent by 2020, based on a reducing employees commute to work, removing cars from the road, as well as proactive, transparent and fact based in achieving our objectives, enhancing our had not yet had an accepted worker’s compensation baseline year of FY17. reputation, and attracting, engaging and claim. As a result we have changed our measure to reducing congestion and carbon emissions. in our communications regarding report by calendar year. For comparison purposes we EME and comply with the standards retaining talented people. The diversity have recalculated LTIFR for the past three calendar set by regulators. of our people should reflect our diverse, years. Data includes full-time, part-time and casual global customers and the countries staff in Telstra Corporation Limited, excluding subsidiaries, contractors and agency staff. where we operate. 30 31 Board of Directors Board of Directors | Telstra Annual Report 2017
Directorships of listed companies (past three Russell A Higgins AO She was Managing Director of Random House, years) and other directorships/appointments: Age 67, BEc, FAICD Australia (with managerial responsibility for Director, Westpac (from 2015). Other: Chair, ISO Random House New Zealand) and President, Blockchain Standards Committee (from 2017). Non-executive Director since September 2009 Asia Development for Random House Inc, the Chairman, Stone and Chalk Limited (from 2015), and last re-elected in 2015. Member of the global company. She was Chief Executive Officer The Australian Ballet (from 2015 (Director from Audit & Risk Committee and Remuneration of The Macquarie Dictionary and Lansdowne 2014)) and the Australian Government Fintech Committee. Mr Higgins is an experienced Publishing (1997–1999), and also of the Juvenile Advisory Group (from 2016). Director, Jobs for company director who has worked at very senior Diabetes Research Foundation (1994–1997). NSW (from 2016) and Financial Literacy Australia levels of both government and private sectors. She served on the boards of Penguin Random Limited (from 2012). Member, ASIC External He has served on the boards of a wide range of House Australia (2000–2016), the Australian Advisory Panel (from 2015) and NSW Government listed companies, private companies, government Publishers’ Association, the Powerhouse Financial Services Knowledge Hub (from 2015). business enterprises and international Museum, the Sydney Writers Festival and on organisations, including as Chairman of the the Council of Chief Executive Women, chairing Snowy Mountains Hydro Electric Scheme its Scholarship Committee (2011–2012). Peter R Hearl and the Global Carbon Capture and Storage Age 66, B Com (UNSW), MAIM, FAICD, Institute and a Director of Ricegrowers Limited Directorships of listed companies (past three Member – AMA (SunRice). From 2003 to 2004, he was Chairman years): Director, Scentre Group Limited (from Non-executive Director since 15 August of the then Prime Minister’s Energy Task Force 2016), Ramsay Health Care Limited (from 2015), 2014, elected in October 2014. Chairman of and prior to that he was Secretary of the Bank of Queensland Limited (from 2014). the Remuneration Committee and member Department of Industry, Science and Resources. of the Nomination Committee. Mr Hearl is an In 2006, Mr Higgins was appointed an Officer Steven M Vamos experienced company director with substantial of the Order of Australia for service to the Age 59, BEng (Hons) international experience as a senior executive community in financial management and Non-executive Director since September 2009 in the fast moving consumer goods sector. accountability, microeconomic reform and and last re-elected in 2015. Member of the Mr Hearl served in senior executive roles with science and innovation. Nomination Committee and the Remuneration Yum! Brands Inc from 1997 to 2008, including Directorships of listed companies (past three Committee. Mr Vamos has more than 30 years’ Chief Operating and Development Officer for years): Director, APA Group (from 2004), Argo experience in the information technology, Yum! Brands globally from 2006 until 2008. Investments Limited (from 2011) and Leighton internet and online media industry. He led He previously worked for PepsiCo Inc in Sydney Holdings Limited (2013–2014). Microsoft Australia and New Zealand from and London reaching regional vice-president 2003 to January 2007 before moving to the level, as well as in various roles with Exxon in United States to become the company’s the United States and Australia. Nora L Scheinkestel Age 57, LLB (Hons), PhD, FAICD online business head of worldwide sales Directorships of listed companies (past three and international operations. Previously, years) and other directorships/appointments: Non-executive Director since August 2010 he was Chief Executive Officer of ninemsn. Director, Santos Ltd (from 2016), Treasury Wine and last re-elected in 2016. Chairman of the Mr Vamos also worked for Apple Computer Estates (from 2012) and Goodman Fielder Ltd Audit & Risk Committee. Dr Scheinkestel in the 1990s after spending 14 years in senior (2010–2015). Other: Member, UNSW’s Australian is an experienced company director with a management roles at IBM Australia. School of Business Alumni Leaders Group and background as a senior banking executive Directorships of listed companies (past three previously honorary Chairman of the US-based in international and project financing. years) and other directorships/appointments: UNSW Study Abroad-Friends and US Alumni Inc. She consults to government, corporate and institutional clients in areas such as corporate Director, Fletcher Building Limited (from 2015), governance, strategy and finance. She is also an David Jones Limited (2012–2014). Other: Director, Jane Hemstritch Associate Professor in the Melbourne Business Divvy Parking (from 2016), eGeneration Age 63, BSc (Hons), FCA, FAICD, FICAEW School at Melbourne University and a former Investments Pty Limited (from 1999), Medibank Non-Executive Director appointed 12 August member of the Takeovers Panel. Dr Scheinkestel Private Limited (2011–2014). Member, Advisory 2016 and elected 11 October 2016. Member of has served as Chairman and Director in a range Board of the University of Technology Sydney the Remuneration Committee. Ms Hemstritch of companies across various industry sectors Business School (from 2011). From left to right: (Standing) Craig Dunn, Nora Scheinkestel, Steven Vamos, Russell Higgins AO, Trae Vassallo, Peter Hearl. is an experienced company director and including utilities, AMP Limited and its funds (Seated) Margaret Seale, John Mullen, Jane Hemstritch, Andrew Penn. has extensive senior executive experience management and banking subsidiaries, Trae Vassallo in information technology, communications, Mayne Group Limited and Mayne Pharma Age 45, BSc, MSc, MBA (Stanford) change management and accounting. She also Limited, Medical Benefits Fund of Australia Ltd, Non-executive Director elected 13 October has broad experience across the financial Newcrest Mining Limited, North Limited and 2015. Ms Vassallo is an experienced technology Directorships of listed companies (past three Other directorships/appointments: services, telecommunications, government, Pacific Brands. In 2003, she was awarded a John P Mullen executive, investor and advisor based in the years) and other directorships/appointments: Life Governor and Foundation Board member, energy and manufacturing sectors and in centenary medal for services to Australian Age 62, BSc USA with a successful track record in the Director, Brookfield Infrastructure Partners Very Special Kids (from 2003). Member, business expansion in Asia. During a 25 year society in business leadership. technology and venture capital sectors. Non-executive Director since July 2008, L.P (from 2017), Asciano Ltd (2011-2016). Juvenile Diabetes Research Foundation career with Accenture and Andersen Consulting, Chairman effective 27 April 2016 and last Directorships of listed companies (past three Other: Chairman, Toll Group (from 2016). Advisory Council, The Big Issue Advisory Group, Ms Hemstritch worked with clients across years) and other directorships/appointments: She is a Co-Founder and Managing Director re-elected in 2014. Chairman of the Nomination Chair, Australian National Maritime Foundation and Ambassador, Amy Gillet Foundation. Australia, Asia and the US. She held a number of of Defy Partners, an early stage venture capital Committee and previously Chairman of the Chairman, Macquarie Atlas Road Limited (from (from 2015) and Councillor, Australian National leadership positions within Accenture and was 2015 (Director from 2014), Director, Macquarie firm. Prior to Defy, Ms Vassallo spent over Remuneration Committee (2009–2016). Maritime Museum (from 2016). Director Managing Director Asia Pacific for Accenture 10 years at KPCB where she played a leading Mr Mullen has extensive international Craig W Dunn Atlas Roads International Limited (from 2015), Kimberley Foundation Australia Limited Age 53, BCom, FCA from 2004 until her retirement in 2007. AusNet Services Ltd (from 2016), Stockland Group role in KPCB’s investments in a number of transportation and logistics experience (from 2016). Member, Australian Graduate Ms Hemstritch was a member of Accenture’s successful companies including Nest Labs with more than two decades in senior Non-executive Director appointed 12 April (from 2015), Orica Limited (2006–2015), Insurance School of Management (from 2005). global Executive Leadership Team and oversaw Australia Group Limited (2013–2014). Other: (acquired by Google), Dropcam (acquired by positions with multinationals including 2016. Member of the Audit & Risk Committee. the management of Accenture’s business Google) and Opower (acquired by Oracle). most recently as Managing Director and Trustee, Victorian Arts Centre Trust (from 2017). Andrew R Penn Mr Dunn is a highly regarded business leader in the Asia Pacific region which spanned Chief Executive Officer of Asciano Ltd from with more than 20 years’ experience in financial Previously Ms Vassallo was a cofounder of Age 54, MBA (Kingston), AMP (Harvard), 12 countries and included 30,000 personnel. 2011 to 2016. His experience includes 10 years services, pan-Asian business activities and Margaret L Seale Good Technology, a KPCB portfolio company FCCA, HFAIPM with the TNT Group – two years of those as strategic advice for government and major Directorships of listed companies (past three Age 56, BA, FAICD (acquired by Motorola) that provides end-to-end its Chief Operating Officer. From 1991 to 1994, years) and other directorships/appointments: wireless email services to enterprise customers. Chief Executive Officer and Managing Director companies. Mr Dunn was Chief Executive Officer Non-executive Director since May 2012 and he held the position of Chief Executive Officer Director, Lendlease Group (from 2011), Ms Vassallo began her career at IDEO, where since 1 May 2015. Andy joined Telstra in and Managing Director of AMP from 2008 to last re-elected in 2015. Member of the Audit of TNT Express Worldwide based in Europe. Tabcorp Holdings Ltd (from 2008), Santos she developed ground breaking products for 2012 as Chief Financial Officer. Andy is an 2013 and held various roles at AMP in a 13-year & Risk Committee. Ms Seale has more than Mr Mullen was with the Deutsche Post DHL Limited (2010–2016) and Commonwealth Bank companies including Palm and Dell. She holds experienced executive with a career spanning career including Managing Director of AMP 25 years’ experience in senior executive roles in Group for 15 years from 1994, becoming of Australia (2006–2016). Other: Vice President, 13 patents across a broad array of technologies almost 40 years. Prior to joining Telstra, he was Financial Services, Managing Director for AMP Australia and overseas, including in consumer Chief Executive Officer of DHL Express Asia The Walter and Eliza Hall Institute of Medical and disciplines. with AXA Asia Pacific in a variety of roles Bank and head of Corporate Strategy and M&A. goods, global publishing and the transition Pacific in 2002, Chief Executive Officer of DHL including Group Chief Executive (2006–2011), Research (from 2016 (Director from 2013)), Previously he was at Colonial Mutual Group of traditional business models to adapt and Other directorships/appointments (past three USA and joint Chief Executive Officer DHL Chief Executive Officer Australia and New Deputy Chair, Council of the National Library from 1991 to 2000, including Managing Director thrive in a digital environment, and in sales years): Director, Enlighted Inc. (2011–2017). Express in 2005, and Global Chief Executive Zealand, Group Chief Financial Officer and of Australia (from 2016 (member from 2010)), for EON CMB Life Insurance in Malaysia and and marketing. Officer, DHL Express, from 2006 to 2009. Chief Executive for Asia. Mr Penn has also Chairman, Victorian Opera Company (from 2012 senior roles in Group Strategy, M&A and Finance. Mr Mullen is currently Chairman of Toll Group, contributed widely to not-for-profit and (Director from 2010)). Member, Global Council He has also served as a member of the Federal a transport and logistics company owned by community organisations. of Herbert Smith Freehills (from 2015). Japan Post. Government’s Financial System Inquiry in 2014 and the Consumer and Financial Literacy Taskforce.
32 33 Senior management team Senior management team | Telstra Annual Report 2017
Over the past 12 months we have made Andrew Penn Stephen Elop Brendon Riley changes to our corporate structure which Chief Executive Officer Group Executive, Group Executive, Telstra Enterprise Technology, Innovation and Strategy (previously Group Executive, Andrew Penn has been our Chief Executive are reflected in the roles and responsibilities Global Enterprise and Services) Officer since May 2015 after serving The Technology, Innovation and within our senior management team. as Telstra’s Chief Financial Officer and Strategy (TIS) team is responsible Telstra Enterprise is responsible for Group Executive International. Andrew is for leading the company strategy and providing services to thousands of an experienced senior executive with a driving the innovation portfolio through premium business, enterprise, career spanning more than 30 years. the Chief Technology Office, Telstra government and international wholesale Prior to joining Telstra, Andrew was with Ventures and Corporate Strategy team. customers. With revenues in excess AXA Asia Pacific for 20 years where he TIS is also responsible for Ooyala, of A$6 billion per annum and operations held a number of positions including a subsidiary company providing in 20 countries, Telstra Enterprise offers Group Chief Executive (2006–2011), intelligent video solutions, and connectivity, platforms, applications Chief Executive Officer for Australia building a thriving digital ecosystem and tailored industry solutions to its and New Zealand, Group Chief Financial via our startup accelerator muru-D®. enterprise and government customers Officer, Chief Executive for Asia and and operates the largest submarine spent time based in Australia, Hong Kong, cable network in the Asia Pacific region. Thailand and Indonesia. Will Irving Group Executive, Telstra Wholesale Kevin Russell Telstra Wholesale provides Warwick Bray Group Executive, Consumer & Small telecommunications and network Chief Financial Officer Business (previously Group Executive, applications and services to non-Telstra Telstra Retail) The Finance and Strategy team is branded carriers, communications, responsible for corporate planning, internet and networked application Consumer & Small Business brings accounting and administration, treasury, providers, as well as nbn™ and Belong®. together Telstra’s core domestic activities Andrew Penn Warwick Bray Alexandra Badenoch Robyn Denholm risk management and assurance, Telstra Wholesale also buys services covering consumer, business, sales, fixed corporate security, investor relations, from nbn co and other carriers on and mobiles, and services over the nbn™. capital planning and delivery, billing and behalf of Telstra. credit management, procurement and supply chain and mergers and acquisitions. Tony Warren Carmel Mulhern Group Executive, Corporate Affairs1 Group General Counsel, Corporate Affairs is responsible Alexandra Badenoch Telstra Legal Services for Telstra’s internal and external Group Executive, Human Resources Telstra Legal Services Group provides communications, government relations, Human Resources is responsible operational and strategic legal support regulatory affairs, rural and regional for organisational effectiveness and and advice to the Board and the company, affairs and sustainability, including capability; talent and succession including on corporate governance and the Telstra Foundation®. management; implementation of compliance, contracts, consumer law, people and culture initiatives; leadership mergers and acquisitions, regulatory development; health, safety and issues and dispute resolution. Cynthia Whelan Stephen Elop Will Irving Carmel Mulhern Joe Pollard environment; workplace relations and all Group Executive, New Business employment and remuneration policies (previously Group Executive, and practices that work towards making Joe Pollard International and New Businesses) Telstra a great place to work and its Group Executive, Media New Businesses includes some of people a source of competitive advantage. and Chief Marketing Officer Telstra’s key growth opportunities Telstra’s media portfolio encompasses such as Telstra Health®, where Cynthia’s Robyn Denholm a range of partnerships, content and experience is invaluable at a critical time platforms across subscription TV, of growth and competitive pressure. Chief Operating Officer streaming video, music, plus leading Cynthia is also Chairman of Foxtel. Robyn Denholm joined Telstra as Chief sport and news. The Chief Marketing Operations Officer (COO) in January 2017. Office provides marketing leadership Telstra Operations is responsible for all and execution, including stewardship aspects of Telstra’s Networks, design build of the brand, cross-enterprise research, and run, for the delivery of new network insights and analytics and Telstra’s Brendon Riley Kevin Russell Tony Warren Cynthia Whelan services and solutions, for both enterprise sponsorship portfolio. and network information technology systems and for group wide property and facilities. Telstra Operations is responsible for Telstra Energy, as well as the negotiation and delivery of Telstra’s commercial agreements with nbn co.
1. On 25 August 2017, Telstra announced that Group General Counsel Carmel Mulhern will become Group General Counsel and Group Executive of Corporate Affairs when Tony Warren leaves the company on 22 September 2017.
34 35 Governance Governance at Telstra | Telstra Annual Report 2017
During FY17 these included: During FY17, there were two changes The Board has an established Board cycle, at Telstra to the Telstra Board: which provides a high level overview of items • Retail shareholder information briefings – • Jane Hemstritch joined the Board as a to be considered over a 12 month period. as we have done in recent years, before non-executive Director and member of the Its key purpose is to link the Board program our 2016 Annual General Meeting (AGM) Remuneration Committee, with effect with strategic and operational priorities Our governance framework plays we held three retail shareholder from 12 August 2016. She was elected by and to ensure the Board devotes appropriate information briefings with the CEO, CFO an integral role in supporting our shareholders at our AGM in October 2016. time to consideration of the various or other senior executives. Briefings were She is an experienced company director dimensions of our business across the cycle. business and helping us deliver held in Melbourne, Sydney and Brisbane and has extensive senior executive on our strategy. and were also webcast live on-line The Board has three standing experience in information technology, and to locations in Adelaide, Perth and Committees – the Audit & Risk Committee, communications, change management It provides the structure through which Canberra. Over 600 retail shareholders the Remuneration Committee and the and accounting. She also has broad our strategy and business objectives are attended these briefings. Nomination Committee. Together they experience across the financial services, set, our performance is monitored, and play a significant role by focusing in more • Encouraging questions in advance of telecommunications, government, the risks we face are managed. It includes detail on specific areas of our operations our AGM – we encouraged shareholders energy and manufacturing sectors and a clear framework for decision making and governance framework, which assists to provide us with their questions ahead in business expansion in Asia. and accountability across our business in strengthening the Board’s oversight of our 2016 AGM, consistent with our • Chin Hu Lim retired at the conclusion of and provides guidance on the standards of Telstra. of behaviour we expect of each other. approach in previous years, and we our AGM in October 2016, having served received more than 900 questions and as a non-executive Director since 2013. The Board reviews its performance We are committed to excellence in comments. This helped us understand annually, as well as the performance of The Board has identified the mix of skills, corporate governance, transparency shareholder issues and concerns and each Committee and individual Directors experience and expertise it currently and accountability. This is essential enabled us to address the key areas (including the performance of the Chairman has and is looking to achieve in its for the long term performance and of shareholder feedback. as Chairman of the Board). Given the membership, reflecting areas particularly sustainability of our company, and to significant degree of renewal on the • Investor briefings – in November 2016, relevant to the three pillars of our strategy protect and enhance the interests of our Board in 2016, including the retirement of we held an Investor Day which included (deliver brilliant customer experiences, shareholders and other stakeholders. Telstra Annual General Meeting 2016 three long standing Directors, the Board presentations on our corporate strategy, drive value and growth from the core and undertook a performance review in the We regularly review our governance our capital allocation review and details build new growth businesses close to the first half of FY17 with the assistance of an arrangements, to reflect developments Engaging with our shareholders on our up to $3 billion incremental capital core), as well as other areas of general external consultant. The Board conducted in market practice, expectations and expenditure program over three years relevance to the composition of the Board. We value and facilitate a direct, two-way dialogue with a further internal performance review at the regulation as appropriate, and we from FY17–19. We communicated with our shareholders and investors. It is important we provide Each of the areas in the Board’s skills start of FY18 to assist the Board in further comply with the third edition of the our shareholders via email and the matrix is currently well represented on the reflecting on the evolution of its operation. ASX Corporate Governance Council’s relevant information as quickly and efficiently as possible ASX market announcements platform, Board. The Board benefits from the The overall assessment of the performance Corporate Governance Principles and to shareholders (recognising the importance of meeting informing them where they could view the combination of Directors’ individual skills, reviews included that the Board continues Recommendations. presentations and a recording of the event. our continuous disclosure and other legal obligations to the experience and expertise in particular to perform well in discharging its This section provides an overview of market), and listen to and understand their perspectives • Capital allocation review – in November areas, as well as the varying perspectives responsibilities and helping the company some of the important aspects of our and respond to their feedback. 2016 we informed our shareholders that and insights that arise from the interaction navigate the range of opportunities and governance framework. Our full 2017 we would review our capital allocation of Directors with diverse backgrounds. challenges we face. corporate governance statement, which We have a number of initiatives in place to promote effective communication strategy over the next 6–12 months, The Board also continues to seek ways provides detailed information about with our shareholders and investors, and to encourage participation at our taking into consideration the long to augment the skills, experience and Managing our risks governance at Telstra, is available on shareholder meetings. term business and financial profile expertise represented on the Board to best Understanding and managing our website at telstra.com/governance. of Telstra. We sought feedback from equip the Board to fulfil its role effectively. our stakeholders and received over our risks is part of how we work. In respect of diversity, at Telstra diversity 500 responses from our shareholders. It helps us meet our strategy and means difference, in all its forms, both • Webcasting important company events – visible and not visible, and includes business objectives and our Our governance we webcast important events such as differences that relate to gender, age, legal and regulatory obligations, framework includes: our financial results briefings, our AGM cultural background, disability, religion and and to make informed business and other investor events discussing the sexual orientation, as well as differences • open, clear and timely performance and strategy of our business. in background and life experience, and decisions and act ethically in Shareholders communications with interpersonal and problem solving skills. the best interests of the Telstra our shareholders The Board The Board’s objective about Board diversity Group and our shareholders. • a skilled, experienced, The Board actively seeks to for FY17 was that there would be at least A summary of the material risks that Telstra Board diverse and independent three women on the Board, representing a Board, with a Board ensure it has an appropriate mix could affect Telstra (including any material of diversity, skills, experience and female gender representation among non- exposure to economic, environmental and Audit & Risk Remuneration Nomination Committee structure executive Directors of at least 30 per cent, Committee Committee Committee suited to our needs expertise to enable it to discharge social sustainability risks) and how we with an aspiration to achieve 40 per cent seek to manage them is provided in the • clear delegation, decision its responsibilities effectively and female representation among non- Our material risks section of this report. making and accountability to be well equipped to help our executive Directors by 2020. As at 30 June frameworks 2017, there were four female Directors on We have a risk management framework company navigate the range of the Board (including the Chairman of the in place that provides the foundations • robust systems of risk opportunities and challenges Audit & Risk Committee), constituting and organisational arrangements for management and assurance we face. a female gender representation among how we manage risks across the Group. The framework is designed, implemented Chief Executive Officer • Telstra Values, Code of non-executive Directors of 44 per cent. Conduct and policy framework As at the date of this report, we have and reviewed via our ‘three lines of defence’ which define the standards 10 Directors on the Board, comprising For FY18, the Board’s diversity objective accountability model and consists of a set of behaviour we expect nine independent, non-executive Directors is that there will be at least four women of components for designing, implementing, of each other as we and the CEO. Details of the Directors, on the Board, representing a female gender monitoring, reviewing and continually deliver on our purpose including their qualifications and representation among non-executive improving risk management at Telstra. and achieve our strategy. experience, together with details of their Directors of at least 40 per cent, recognising The objective is for our risk management Our People length of service, can be found in the that the level of gender diversity of the framework to be embedded within our Board of Directors section of this report. Board may be temporarily affected during governance, strategic decision-making, periods of Board renewal. business activities, operations and culture.
36 37 Section Title | Telstra Annual Report 2017
Acting ethically and responsibly Our purpose Why we exist Our purpose is to create a brilliant connected future for everyone. Our Telstra Values, together with our Telstra Group Code of Conduct and policy Our values What we stand for How we do things framework, define the standards of behaviour we expect of each other as we deliver on our purpose Our strategy Where we are going What we are going to do and achieve our strategy.
Our Telstra Values At Telstra, we have five values. Our values express what Trust Make we stand for and are core to our business. As a values-led Show Better each the Find organisation, our values shape our people’s decisions and you together other complex your actions. They guide how we work together. We align everything care to courage deliver simple we do with them.
Our Code of Conduct and policy framework Our Code of Conduct and policy framework underpin our Telstra Values. Together they set out, in more detail, the standards of behaviour we expect of our people. They define our commitment to good corporate governance, responsible business practice, our customers, our workforce, the communities in which we operate and the environment. They also provide the structure through which we maintain compliance with our legal obligations. Our governance framework includes elements that address the following key areas. These are central to how we promote good governance, and ethical and responsible behaviour:
Our people Health, safety and environment (HSE) – recognising our commitment to the health, safety and wellbeing of our staff, contractors and Directors’ community as well as to the environment. In addition to highlighting the importance of caring about health and safety, it sets out our commitment to initiatives that reduce HSE risk in our operations and build a high performing HSE culture, where sharing insights and learnings are the norm.
Diversity & inclusion – reflecting the way we value diversity and inclusion at Telstra and their role in enabling us to achieve our strategy, and providing the framework for the Board to establish our measurable objectives.
Discrimination and bullying – aiming to ensure we have a workplace free of all forms of unlawful discrimination, harassment, bullying and victimisation. Report
Our customers
Privacy – setting out our commitment to protect our customers’ personal information. This outlines how and why we collect personal information, how we may use and disclose it, how we keep it secure and accurate, and how customers may access their personal information.
Good corporate governance and responsible business practice
Anti-bribery and anti-corruption – aiming to ensure we comply with all applicable anti-bribery and anti-corruption laws. We also seek to ensure that gifts and hospitality are not given or accepted in inappropriate circumstances, including where the offering or acceptance may (or may be perceived to) compromise independence or be construed as a bribe.
Conflicts of interest – helping our employees and contractors understand what would be a conflict of interest, how to avoid actual, perceived or potential conflicts of interest, and how to manage them if a conflict arises.
Market disclosure – aiming to ensure we provide our shareholders, investors and the financial community with appropriate and timely information while ensuring we fulfil our statutory reporting obligations under the Corporations Act and the ASX Listing Rules.
Securities trading – setting out the rules and restrictions relating to buying, selling and otherwise dealing in Telstra securities by our Directors, CEO, senior management, specified other employees and their closely related parties, through a trading windows approach. All of our people are required to comply with the insider trading laws, and must also consider how their proposed dealing in Telstra securities (or the securities of another company) could be perceived by the market before they deal.
Social media – providing guidance to employees and contractors who use social media, either as part of their job or in a personal capacity, about our expectations when they talk online about us, our products and services, our people, our competitors and/or other business related individuals or organisations.
Sustainability – seeking to manage our business to produce an overall positive impact for our customers, employees, shareholders, the wider community and other stakeholders, while minimising our environmental and social impacts.
Whistleblowing – providing an avenue for anyone to report suspected unethical, illegal or improper behaviour.
38 39 Directors’ Report Directors’ Report | Telstra Annual Report 2017
In accordance with a resolution of the Board, the Directors present their report on the consolidated Details of Directors and executives entity (Telstra Group) consisting of Telstra Corporation Limited (Telstra) and the entities it controlled Changes to the Directors of Telstra Corporation Limited during the financial year and up to the date of this report were: at the end of, or during the year ended, 30 June 2017. Financial comparisons used in this report are • Jane S Hemstritch was appointed as a non-executive Director effective 12 August 2016 of results for the year ended 30 June 2017 compared with the year ended 30 June 2016. • Chin H Lim retired as a non-executive Director on 11 October 2016. Mr Lim (B Applied Science, Dip EEE) joined the Board in The historical financial information included in this Directors’ Report has been extracted from the August 2013 and was a member of the Nomination Committee. audited Financial Report accompanying this Directors’ Report. Information about our Directors and Senior Executives is provided as follows: • names of our current Directors and details of their qualifications, experience, special responsibilities, periods of service and directorships of other listed companies are set out in the Board of Directors section accompanying this Directors’ Report • details of Director and Senior Executive remuneration are set out in the Remuneration Report, which forms part of the Directors’ Report. Principal activity Capital management Our principal activity during the financial year was to provide As part of our capital management program, we announced the telecommunications and information services for domestic and completion of an off-market share buy-back of 282,167,516 Board and Committee meeting attendance international customers. There has been no significant change ordinary shares (or 2.31 per cent of our total shares on issue) on Details of the number of meetings held by the Board and its Committees during financial year 2017, and attendance by Board in the nature of this activity during the year. 3 October 2016. The ordinary shares were bought back at a price members, are set out below: of $4.43 per share for an aggregate consideration of $1.25 billion. This represented a 14 per cent discount to the Telstra market Committees1 Review and results of operations price of $5.1482 (being the volume weighted average price of Telstra ordinary shares over the five trading days up to Information on the operations and financial position for the Board Audit and Risk Nomination Remuneration and including the closing date of 30 September 2016), and Telstra Group is set out in the Operating and Financial Review comprised a fully franked dividend component of $2.65 per (OFR), comprising the Chairman and CEO’s message, Strategy a b a b a b a b share (or $748 million in total) and a capital component of and performance, Our material risks, Outlook and Full year $1.78 per share (or $502 million in total). results and operations review sections accompanying this John P Mullen2 12 12 – (3) 6 6 – (3)
Directors’ Report. On 13 December 2016, we also completed the on-market share 2 buy-back of 50,190,465 ordinary shares for total consideration of Andrew R Penn 12 12 – (6) – – – (6) $250 million. The average price per share bought back was $4.98. Craig W Dunn2 12 12 6 6 – (6) – – Dividends The shares bought back were subsequently cancelled. On 17 August 2017, the Directors resolved to pay a final Peter R Hearl 12 12 – – 6 5 7 7 fully franked dividend of 15.5 cents per ordinary share Jane S Hemstritch 10 10 – – – (5) 6 6 ($1,842 million), bringing dividends per share for financial Significant changes in the state of affairs year 2017 to 31.0 cents per share. The record date for the final Russell A Higgins 12 12 6 6 – (6) 7 7 There were no significant changes in the state of affairs of our dividend will be 31 August 2017, with payment to be made on company during the financial year ended 30 June 2017. 2 28 September 2017. Shares will trade excluding entitlement Nora L Scheinkestel 12 12 6 6 – (6) – – to the dividend on 30 August 2017. Margaret L Seale 12 12 6 6 – (6) – – The Board has determined that the Dividend Reinvestment Business strategies, prospects and likely developments Plan (DRP) will not operate for the final dividend for financial Steven M Vamos 12 11 – – 6 6 7 7 The OFR section sets out information on the business strategies year 2017. and prospects for future financial years, and refers to likely Trae A N Vassallo 12 10 – – – (5) – – developments in Telstra’s operations and the expected results Dividends paid during the year were as follows: 3 of those operations in future financial years. Information in the Chin Hu Lim 3 3 – – 2 1 – – OFR is provided to enable shareholders to make an informed Fully Total number of meetings held 12 6 6 7 franked Total assessment of the business strategies and prospects for future financial years of the Telstra Group. Detail that could give rise Date Date dividend dividend to likely material detriment to Telstra (for example, information Column a: number of meetings held while a member. Dividend resolved paid per share ($ million) that is commercially sensitive, is confidential or could give a Column b: number of meetings attended. third party a commercial advantage) has not been included. Final 1. Committee meetings are open to all Directors to attend. Where a Director has attended a meeting of a Committee of which he or she was not a member, this is indicated by ( ). Other than the information set out in the OFR, information dividend about other likely developments in Telstra’s operations and the 2. John Mullen, Andrew Penn, Craig Dunn and Nora Scheinkestel have also served on a special purpose Board committee relating to the company’s capital allocation review for the announced in November 2016. The special purpose Board committee met once in FY17. expected results of these operations in future financial years year ended 11 Aug 23 Sept 15.5 has not been included. 3. Retired as a non-executive Director on 11 October 2016. 30 June 2016 2016 2016 cents 1,894
Interim dividend Events occurring after the end of the financial year for the The Directors are not aware of any matter or circumstance year ended 16 Feb 31 Mar 15.5 that has arisen since the end of the financial year that, in their 30 June 2017 2017 2017 cents 1,842 opinion, has significantly affected, or may significantly affect in future years, Telstra’s operations, the results of those operations or the state of Telstra’s affairs, other than the final dividend for the financial year 2017 and that the DRP will not operate in respect of that dividend.
40 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 41 Directors’ Report | Telstra Annual Report 2017
Director shareholdings in Telstra Directors’ and officers’ indemnity and insurance Environmental regulation and performance Non-audit services Details of Directors’ shareholdings in Telstra as at 17 August a) Constitution Telstra, as a minimum, seeks to be compliant with all applicable During financial year 2017, Telstra’s auditor, Ernst & Young (EY), 2017 are shown in the table below: Telstra’s constitution provides for it to indemnify each officer, environmental laws and regulatory permissions relevant to its has been employed on assignments additional to its statutory to the maximum extent permitted by law, for any liability and operations. Where instances of non-compliance may occur, audit duties. Details of the amounts paid or payable to EY for legal costs incurred as an officer of Telstra or a related body Telstra has procedures requiring that internal investigations audit and non-audit services provided during the year are 1 Director Number of shares held corporate. If one of Telstra’s officers or employees is asked by are conducted to determine the cause of the non-compliance detailed in note 7.2 to the financial statements in our 2017 Telstra to be a director or other officer of a company that is not and to ensure that any risk of recurrence is minimised. Financial Report. John P Mullen 26,159 related to it, Telstra’s constitution provides for it to indemnify Telstra’s procedures further require that the relevant The Directors are satisfied, based on advice provided by the the officer or employee for any liability he or she incurs in the government authorities are notified of any environmental 2 Audit & Risk Committee that the provision of non-audit services Andrew R Penn 1,301,712 capacity as an officer of that other company. This indemnity is incidents (where applicable) in compliance with statutory during financial year 2017 is consistent with the general to the maximum extent permitted by law, as if that liability had requirements. Telstra ensures that it complies with notices standard of independence for auditors imposed by the Act Craig W Dunn 16,073 been incurred in the capacity as an officer of Telstra. Telstra’s issued by government authorities. and that the nature and scope of each type of non-audit service constitution also allows it to indemnify employees and outside a) Fines and prosecutions provided did not compromise the auditor independence Peter R Hearl 45,000 officers in some circumstances. The terms “officer”, “employee” Telstra has not been prosecuted for, or convicted of, any requirements of the Act for the following reasons: and “outside officer” are defined in Telstra’s constitution. significant breaches of environmental regulation during the Jane S Hemstritch 91,000 • all EY engagements, including non-audit services, were b) Deeds of indemnity in favour of directors, officers, financial year. approved in accordance with the external auditor services employees and consultants Russell A Higgins 99,983 b) Energy and greenhouse emissions policy adopted by the Company and subject to confirmation Telstra has also executed deeds of indemnity in favour of In Australia, Telstra is subject to the reporting requirements of by both management and EY that the provision of these Nora L Scheinkestel (amongst others): 97,680 the National Greenhouse and Energy Reporting Act 2007, which services does not compromise auditor independence • directors and secretaries of Telstra (past and present) requires Telstra to report its annual Australian greenhouse Margaret L Seale • the external auditor services policy clearly identifies 212,500 gas emissions, energy consumption and energy production. • certain senior managers and employees of Telstra and its prohibited services, which include reviewing or auditing Telstra has implemented systems and processes for the Steven M Vamos 40,000 wholly-owned subsidiaries and partly-owned companies the auditor’s own work or EY partners or staff acting in a collection and reporting of data and has, in accordance with (including, for example in relation to particular projects) managerial or decision-making capacity for Telstra our obligations, reported to the Clean Energy Regulator on an Trae A N Vassallo – • certain Telstra group senior managers, employees and annual basis. The next report is due on 31 October 2017 and will • the provision of non-audit services by EY is monitored by the other persons that act as nominee directors or secretaries again be supported with an independent assurance report. Audit & Risk Committee via periodic reporting to the Audit & Chin Hu Lim3 20,871 (at Telstra’s request) for entities, including wholly-owned Risk Committee. In the United Kingdom, Telstra is subject to the Energy Savings subsidiaries and partly-owned companies of Telstra, 1. The number of shares held refers to shares held either directly or indirectly Opportunity Scheme (ESOS) Regulations 2014. Telstra qualifies A copy of the auditor’s independence declaration is set out by Directors as at 17 August 2017. Shares in which the Director does not have a relevant interest, including shares held by the Directors’ related parties in each case as permitted under Telstra’s constitution and for ESOS and must carry out energy savings assessments every in the Auditor’s Independence Declaration to the Directors of (including relatives), are excluded. Refer to the Remuneration Report (Table 5.6) the Corporations Act 2001 (the Act). four years. These assessments are audits of the energy used Telstra Corporation Limited and forms part of this report. for total shares held by Directors and their related parties directly, indirectly or by our buildings, network facilities and transport to identify beneficially as at 30 June 2017. The numbers above include 175,000 shares held The deeds in favour of Directors of Telstra also give Directors cost-effective energy saving measures. Telstra has met our by a related party of Margaret Seale and 448 shares held by a related party of certain rights of access to Telstra’s books and require it to Russell Higgins. In both cases, the Director has a relevant interest. obligations under ESOS for the first compliance period ended maintain insurance cover for the Directors. 2. Andrew Penn also holds 1,611,774 Performance Rights. 5 December 2015. Telstra’s obligations for ESOS’ second c) Directors’ and officers’ insurance compliance period will be reassessed by the next qualification 3. The number of shares disclosed is the number held as at the date of cessation as a Director. Telstra maintains directors’ and officers’ insurance policies that, date on 31 December 2018. subject to some exceptions, provide worldwide insurance cover to past, present and future directors, secretaries and officers Company Secretary and certain employees of Telstra and its subsidiaries. Telstra has paid the premiums for the policies. The directors’ and officers’ Damien Coleman insurance policies prohibit disclosure of the premiums payable B Ec, LLB (Hons), FCIS GAICD under the policies and the nature of the liabilities insured. Damien Coleman was appointed Company Secretary of Telstra Corporation Limited effective 1 January 2012. Mr Coleman is a senior legal and governance professional with over 20 years’ experience advising at senior management and board levels. Mr Coleman reports to the Board and his responsibilities include continuous disclosure compliance, corporate governance and communication with Telstra’s 1.4 million shareholders. He joined Telstra in 1998 and has served in senior legal roles across the company including Sensis, Mergers & Acquisitions, Telstra Operations, Finance and Administration, Office of the Company Secretary and National Broadband Network (NBN). Mr Coleman played a key role in the negotiation of the 2011 Definitive Agreements for Telstra’s participation in the rollout of the nbn™ network. Before joining Telstra, Mr Coleman was a senior lawyer at a leading Australian law firm. He serves on the Victorian State Council of the Governance Institute of Australia. He holds a Bachelor of Laws (Hons) and a Bachelor of Economics from the Australian National University.
42 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 43 Remuneration Report | Telstra Annual Report 2017
Remuneration Report
This report details the remuneration framework Telstra has delivered solid results for shareholders during Contents and outcomes for Key Management Personnel the financial year and made progress against the company’s strategy of delivering brilliant customer experiences. The STI The key outcomes under 1.0 Remuneration snapshot (KMP) of the Telstra Group for the year ended remuneration outcomes for FY17 therefore reflect the our incentive plans this year were: 1.1 Key Management Personnel 30 June 2017 (FY17). performance of the business. 1.2 Actual pay and benefits which crystallised in FY17 During FY17 there were no Fixed Remuneration increases and no changes to the STI and LTI opportunities as a percentage Short Term Incentives (STI) 2.0 Setting Senior Executive remuneration of Fixed Remuneration for our Senior Executives. The Senior Executive Summary Executive remuneration mix has remained the same since 2013. Senior Executives received an average of 41.3% 2.1 Remuneration policy, strategy and governance of the maximum opportunity available based on Our aim in preparing this report is to enable you, our Key remuneration changes proposed for FY18 2.2 Policy and practice the assessment of financial, customer advocacy shareholders and interested stakeholders, to understand the In relation to our Senior Executives, a new Executive Variable and individual performance. This reflects Telstra’s 2.3 Remuneration components links between remuneration, company strategy and Telstra’s Remuneration Plan (EVP) will be implemented for FY18. This new performance on the Free Cashflow (FCF for STI), performance, and the framework we have in place to provide plan combines our existing STI and LTI arrangements into a EBITDA, Episode NPS and Strategic NPS performance 3.0 Executive remuneration outcomes effective governance over remuneration at Telstra. To support simplified variable incentive plan over a longer timeframe of measures. We did not achieve our Total Income measure this we have sought to provide a comprehensive overview of our five years and drives performance against customer experience 3.1 Financial performance resulting in no payment on this component. Telstra performance and remuneration outcomes, including additional and financial metrics, creating long term shareholder value. Wholesale performed solidly against all of its STI targets. 3.2 FY17 Short Term Incentive plan outcomes voluntary disclosures, as well as a summary of our governance Further information on the EVP can be found in section 4.0. practices. The report has been prepared in accordance with 3.3 FY15 Long Term Incentive plan outcomes section 300A of the Corporations Act 2001 (Corporations Act). Each year we review our CEO and Group Executives’ (including 3.4 Senior Executive contract details The information in this report has been audited as required both KMP and non-KMP Group Executives) Fixed Remuneration Long Term Incentives (LTI) by section 308(3C) of the Corporations Act. against considerations of the company remuneration review budget, individual performance and relativity to comparable The FY15 LTI plan was tested on 30 June 2017 and 4.0 Looking forward to FY18 and planned changes Key remuneration changes in FY17 roles in the ASX20. Other than on appointment to this level, the outcome was that none of the Performance Rights 4.1 Executive Variable Remuneration Plan (EVP) As outlined in our Remuneration Report last year, we introduced there have been no Fixed Remuneration increases for vested as Restricted Shares as neither of the LTI measures a second net promoter score metric, Episode NPS in FY17 as a Senior Executives for the past two years. In FY18, any Fixed met the minimum threshold performance. The results of 4.2 FY18 EVP transition component of the overall Customer Measure in our STI plan to Remuneration increases for the CEO and Group Executives the two FY15 LTI plan measures were that the Telstra increase the focus on how our customers feel about their direct will not in total exceed the company annual review budget of Relative Total Shareholder Return (RTSR) ranked at the 5.0 Non-executive Director remuneration interactions with us on a daily basis. The overall quantum of the 2.75%, excluding any promotions or significant changes in role. 23rd percentile of the comparator group against a target 5.1 Remuneration structure customer metric remains unchanged with the existing Strategic of the 50th percentile and Telstra achieved a FCF ROI NPS and new Episode NPS metrics now each contributing half Lastly, following a review of our non-executive Director fees outcome of 14.7% against a target of 15.0%. 5.2 Remuneration policy and strategy of the total Customer Measure. Further information on our benchmarked against the ASX20, effective from 1 July 2017 5.3 Remuneration components STI measures can be found in section 2.3(c). the Remuneration Committee Chair and Member fee will increase to $56,000 (up from $50,000) and $28,000 (up from Remuneration outcomes in FY17 $25,000) respectively. Both of these fees had not increased 6.0 Remuneration tables and glossary The overall structure and philosophy of Telstra’s approach since August 2010. Further detail can be found in section 5.1. 6.1–6.6 Remuneration tables to remuneration remained consistent throughout FY17. Our remuneration philosophy is based on linking financial rewards 6.7 Glossary directly to employee contributions and company performance.
44 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 45 Remuneration Report | Telstra Annual Report 2017
1.0 Remuneration snapshot Chief Operations Officer 2.0 Setting Senior Executive remuneration At the end of each financial year, the Board reviews the Kate McKenzie advised Telstra that she intended to retire and company’s audited financial results and the results of the 1.1 Key Management Personnel (KMP) stepped down from the role of COO on 25 July 2016. She ceased 2.1 Remuneration policy, strategy and governance other non-financial measures. The Board then determines Telstra’s KMP are assessed each year and comprise the Directors of employment with Telstra on 30 September 2016. Our remuneration policy is designed to: the percentage outcome of the STI and LTI by assessing the company and Senior Executives. The term “Senior Executives” performance against each performance measure. The Board Brendon Riley was appointed to the role of COO in an acting • support the business strategy and reinforce our culture refers to the CEO and those executives with authority and considers this is the most appropriate method for assessing capacity, until Robyn Denholm was appointed as COO on and values responsibility for planning, directing and controlling the activities whether these performance measures have been satisfied. of the company and the Group, directly or indirectly. Each KMP 9 January 2017. During the period Brendon Riley was acting as • link financial rewards directly to employee contributions held their position for the whole of FY17, unless stated otherwise. COO, he retained full authority and responsibility for planning, and company performance (d) Engagement with consultants directing and controlling the activities of the GES business unit. External consultants are required to engage directly with the Our KMP for FY17 were: • provide market competitive remuneration to attract, Remuneration Committee Chairman as the first point of contact 1.2 Actual pay and benefits which crystallised in FY17 motivate and retain highly skilled employees whenever market data for Senior Executive positions is supplied As a general principle, the Australian Accounting Standards to Telstra. To assess market competitiveness in FY17, the Non-executive Directors require the value of share-based payments to be calculated • achieve remuneration outcomes of internal consistency Committee engaged Guerdon Associates for the provision at the time of grant and accrued over the performance period John P Mullen • ensure employees performing at similar levels in similar of ASX20 market data but did not request a remuneration and Restriction Period. The Corporations Act and Australian roles are remunerated within a broadly similar range recommendation. Craig W Dunn Accounting Standards also require that pay and benefits be • ensure that all reward decisions are made free from Peter R Hearl disclosed for the period that a person is a KMP. This may not 2.2 Policy and practice reflect what Senior Executives actually received or became bias and support (a) Plan variation guidelines Jane S Hemstritch (appointed 12/08/16) entitled to during that year. • support commercially responsible pay decisions. The Board may, in its absolute discretion, amend the basis of determining the performance results or targets of the STI and Russell A Higgins AO The table below details actual pay and benefits for Our governance framework for determining Senior Executive LTI plan where a matter or event occurs that means these are Senior Executives as at 30 June 2017. This is a voluntary Nora L Scheinkestel remuneration includes the aspects outlined below. no longer appropriate. Situations where this discretion can be disclosure and some of the figures in this table have not applied include: Margaret L Seale been prepared in accordance with the Australian Accounting (a) The Remuneration Committee The Remuneration Committee monitors and advises Steven M Vamos Standards. These disclosures are different to those in table • Board approved material change to the strategic business plan 6.1 (which provides a breakdown of Senior Executive the Board on remuneration matters and consists only of • material regulatory or legislative change Trae A N Vassallo remuneration in accordance with statutory requirements independent non-executive Directors. It assists the Board in its responsibilities by reviewing and advising on Board and Chin Hu Lim (retired 11/10/16) and the Australian Accounting Standards). • significant out of plan business development such as Senior Executive remuneration, giving due consideration to acquisitions and divestments. We believe this information is helpful to assist shareholders the law and corporate governance principles. in understanding the cash and other benefits actually received In these circumstances the Board may also exercise discretion The Remuneration Committee also reviews and makes Senior Executives by Senior Executives from the various components of their to determine the outcome under the STI plan and LTI plan to take remuneration during FY17. recommendations to the Board on Telstra’s overall account of the relevant matters, events and their impacts. Chief Executive Officer & Managing Director (CEO) remuneration strategies, policies and practices, and Andrew Penn Our approach to presenting this table is as follows: monitors the effectiveness of Telstra’s overall remuneration During FY17 no plan terms were amended, however the Board exercised its discretion in determining the outcome • the amounts shown in this table include Fixed Remuneration framework in achieving Telstra’s remuneration strategies. Chief Financial Officer (CFO) of the FY17 STI plan and the FY15 LTI plan as outlined in (FR), STI payable as cash under the FY17 STI plan, as well as Warwick Bray The governance of Senior Executives’ remuneration outcomes 3.2(b) and 3.3(a) respectively. any restricted STI or LTI that has been earned as a result of remains a key focus of the Remuneration Committee and Chief Operations Officer (COO) performance in previous financial years but was subject to the Board. We regularly review our policies to ensure that (b) Strategic investment program Kate McKenzie (until 25/07/16) a Restriction Period ending 30 June 2017 remuneration outcomes for our executives continue to be In order to accelerate the delivery of our strategy, last year we Brendon Riley (acting, 26/07/16–08/01/17) announced an additional investment of up to $3 billion over three • the value in the table below is driven predominately by the aligned with company performance. Robyn Denholm (from 09/01/17) years on our networks for the future and digitisation to transform value of the shares provided to our Senior Executives as part (b) Annual remuneration review our business and drive improvements in customer experiences. Group Executive Global Enterprise & Services (GES) of their remuneration. The Telstra volume weighted average The Remuneration Committee and the Board review Senior Brendon Riley share price (VWAP) used to determine the share quantity Executive remuneration annually to ensure there is a balance The Board did not make any adjustments and therefore did Group Executive Telstra Retail allocated under the FY14 LTI plan was $5.09 and at 30 June between fixed and at risk pay, and that it reflects both short and not provide any relief, for the effects of the strategic investment Kevin Russell 2017 the closing share price was $4.30. This decrease of long term performance objectives aligned to Telstra’s strategy. program when assessing performance under the FY15 LTI plan 15.5 per cent is reflected in the value of the equity that as that plan was already in place when the strategic investment Group Executive Telstra Wholesale will become unrestricted, demonstrating the link between The Board reviews the CEO’s remuneration based on market program was announced in August 2016. This principle will also Will Irving executive remuneration and shareholder returns. practice, performance against agreed measures and other be applied to the FY16 LTI plan that will be tested at 30 June 2018. relevant factors, while the CEO undertakes a similar exercise See section 3.3(a) for further details. in relation to Senior Executives. The results of the CEO’s annual Value of STI review of Senior Executives’ performance and remuneration For the FY17 LTI plan, when the FCF ROI measure is tested at Restricted are subject to Board review and approval. the end of FY19 any reward will reflect the Board’s assessment Non- Shares that Value of LTI of management’s performance in delivering against the strategic (c) Incentive design and performance assessment investment program. This will include both the cost and the Fixed monetary STI payable became that became FY17 The Remuneration Committee oversees the process of Remuneration benefits1 as cash2 unrestricted3,4 unrestricted3,5 Total benefits of the program in that period. See section 2.3(d) for setting robust measures and targets to encourage strong further details. Name $ $ $ $ $ $ Senior Executive performance and behaviour that is aligned to our values. (c) NBN Transaction and remuneration Andrew Penn 2,325,000 9,166 1,485,675 349,336 1,038,764 5,207,941 From FY13 the NBN Transaction was incorporated into Telstra’s Telstra uses a VWAP to determine the number of Restricted Warwick Bray 1,100,000 5,414 702,900 145,125 183,816 2,137,255 established corporate planning processes and Senior Executives Shares to be allocated under the STI Deferral plan (refer to continue to be accountable for achieving planned outcomes, Robyn Denholm 521,370 693 333,155 – – 855,218 section 2.3(c) STI deferral), and the number of Performance including NBN Transaction related cash flows. Rights to be allocated under the LTI plan. Will Irving 1,000,000 10,948 627,000 150,139 680,664 2,468,751 Performance measures for future incentive plans will continue The calculation is based on the VWAP over the five trading days to be developed using the most up to date forecasts for the Brendon Riley 1,350,000 9,139 933,525 247,977 967,117 3,507,758 after the full year results announcement in the year in which the financial impacts of the NBN Transaction. relevant allocation is made. Kevin Russell 1,100,000 3,934 527,175 13,459 – 1,644,568 If performance targets are achieved we award 50 per cent of the 1. Includes the cost of personal home security services provided by Telstra, the provision of car parking and Telstra products and services. 2. Amount relates to the cash component (75 per cent) of STI earned for FY17, which will be paid in September 2017. The remaining 25 per cent will be provided as total maximum potential. The maximum level is only paid if there Restricted Shares. The Restriction Period for half of the shares will end on 30 June 2018 and the other half on 30 June 2019. is significant over achievement of targets. There is no incentive 3. Equity in this table has been valued based on the Telstra closing share price on 30 June 2017 of $4.30. awarded unless a threshold level of performance is achieved. 4. Amount relates to the value of STI earned in prior financial years, which was provided as Restricted Shares and the Restriction Period for these shares ends on 30 June 2017. These represent 50 per cent of the Restricted Shares relating to each of the FY15 and FY16 STI grants. 5. Amount relates to Performance Rights with a final test date of 30 June 2016, which vested as Restricted Shares under the FY14 LTI plan. The Restriction Period for these shares ends on 30 June 2017. Ms Denholm and Mr Russell did not participate in the FY14 LTI plan.
46 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 47 Remuneration Report | Telstra Annual Report 2017
The Board may use its discretion as outlined in 2.2(a) if, due (e) Restrictions and governance (b) Remuneration mix for Senior Executives to external factors, the nbn™ network rollout does not proceed All KMP must comply with Telstra’s Securities Trading Policy, The graph below shows the FY17 remuneration mix for Senior according to the nbn co published business plan at the time the which includes a requirement that Telstra securities can only be Executives expressed as a percentage of Fixed Remuneration. measures are developed. The Board’s objective in considering traded during specified trading windows and with prior written The variable components of STI (including any potential Restricted the exercise of this discretion is to avoid windfall gains and approval. KMP must also consider how any proposed dealing Shares) and LTI are expressed at target (which is 50 per cent losses for the Senior Executives. in Telstra securities could be perceived by the market and must of the maximum opportunity as explained in section 2.1). not deal if the proposed dealing could be perceived as taking Adjustments for the NBN Transaction were made for both the advantage of their position in an inappropriate way. FY17 Senior Executive STI plan and the FY17 GE Wholesale STI plan as outlined in 3.2(b). The NBN Transaction adjustments They are also prohibited from speculative dealing in Telstra made in determining the FY15 LTI plan outcome are outlined securities for short term gain, using Telstra securities as 125% 100% 105% 80% Equity in 3.3(a). collateral in any financial transactions (including margin loan Equity 65% 40% arrangements), or engaging in stock lending arrangements. Equity (d) Executive Share Ownership Policy 25% 25% 25% The intent of Telstra’s Executive Share Ownership Policy is to KMP are prohibited from entering into any hedging arrangement align a significant portion of executive remuneration to the that limits the economic risk of holding Telstra securities 75% 75% 75% creation of longer term shareholder value. Under the policy, (including those held under Telstra equity plans). This helps Senior Executives are required to hold Telstra shares to the align our KMPs’ interests with shareholders’ interests. value of 100 per cent of their Fixed Remuneration within five KMP are required to confirm on an annual basis that they years of their first appointment to Senior Executive level. 100% 100% 100% comply with our Securities Trading Policy, which assists in Any Restricted Shares held by Senior Executives are included monitoring and enforcing our policy. in calculating their shareholding for the purposes of this policy. 2.3 Remuneration components CEO Other Senior GE Wholesale Senior Executives must obtain Board or, in certain (a) Remuneration structure Executives circumstances, CEO or Chairman approval before they sell Our remuneration structure is designed to support our FR Cash STI Deferred STI LTI shares if they have not yet met their share ownership remuneration strategy and is consistent for our Senior requirements under the policy. Executives. The remuneration mix for Senior Executives (c) FY17 STI plan and deferral reflects the nature of, and the appropriate market benchmark Progress is monitored on an ongoing basis. Where applicable, For FY17, all Senior Executives participated in the same for, their roles. The GE Telstra Wholesale has STI and LTI plans all Senior Executives met the shareholding requirement as at STI plan with the exception of the GE Telstra Wholesale with different plan measures to comply with Telstra’s Structural 30 June 2017. role which participates in a standalone plan for regulatory Separation Undertaking (SSU). The remuneration mix for the reasons. The plan is structured as follows: GE Telstra Wholesale is not governed by the SSU and reflects individual contractual arrangements. Plan Senior Executive STI Plan GE Wholesale STI plan
Performance measures Telstra Group: Telstra Wholesale: • FCF for STI • EBITDA Attract, motivate Reinforce values Reward achievement Align to long • EBITDA • Total Income and retain highly and cultural priorities of financial and term shareholder • Total Income • Wholesale NPS skilled people strategic objectives value creation • Strategic NPS • Individual Performance • Episode NPS Fixed Short Term Incentive Long Term Incentive • Individual Performance Remuneration (at risk) (at risk) Performance period 1 July 2016 to 30 June 2017
Cash/equity split of STI award 75% paid in cash; 25% provided as Restricted Shares.
Cash Equity Restriction Period Half the Restricted Shares are restricted for 1 year and the other half for 2 years.
Dividends/voting rights Senior Executives are entitled to dividends and voting rights during the Restriction Period. • Base salary plus • 75% of STI outcome • 25% of the STI outcome • Performance Rights subject superannuation paid in September after is deferred as Restricted to performance conditions Forfeiture If a Senior Executive leaves Telstra for any reason, other than a Permitted Reason, before the the financial year end Shares end of the relevant Restriction Period, the Restricted Shares are forfeited. Refer to the glossary • Set based on market • 50% subject to RTSR and for the definition of Permitted Reason. and internal relativities, • STI outcome based • Half of the shares are 50% subject to FCF ROI performance, on Telstra’s financial, restricted for 1 year and • Performance is measured Clawback Restricted Shares may also be forfeited if a Clawback Event occurs during the Restriction qualifications and customer and individual the other half for 2 years over 3 years with an Period. Refer to the glossary for the definition of a Clawback Event. experience performance • Subject to clawback and additional 1 year forfeiture in circumstances Restriction Period In FY17, an Episode NPS measure was introduced as a Both the Strategic and Episode NPS overall result for Telstra outlined below • Subject to clawback and component of the overall Customer Measure alongside (each component representing 50% of the overall Customer forfeiture in circumstances Strategic NPS. Measure result) were a weighted average calculation of the outlined below survey results from Telstra business segments. The calculation of the Strategic NPS measure is based on Telstra’s customers’ response to a question on likelihood of The FY17 Strategic NPS outcome is based on the three month recommending Telstra on a scale of 0 to 10, asked within NPS average from 1 April 2017 to 30 June 2017 for Consumer Market competitive Encourages sustainable performance in the medium third party surveys. and Business, and a consolidated second half result for Global base reward to longer term and provides a retention element Enterprise and Services. The calculation of the Episode NPS measure is based on responses to internal surveys following actual service experiences customers had with Telstra. The episode surveys measure the likelihood of our customers to recommend Telstra based on their experience of an episode with us, for example sales and activations, moving their services to a new location, billing enquiries and modifications to existing services.
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The Board selected the performance measures as it Details of the Performance Rights granted to Senior Executives When the FCF ROI measure is tested at the end of FY19 any Strategic and Episode NPS survey weighings believes they are a critical link between achieving the in relation to the FY17 LTI plan are provided in section 6. reward will reflect the Board’s assessment of management’s outcomes of Telstra’s business strategy and increasing performance in delivering against the strategic investment Performance hurdles explained: shareholder value. program. This will include both the cost and the benefits of the Relative Total Shareholder Return (RTSR) program in the performance period. As outlined in the notice of 25% Consumer In relation to these performance measures: GES* RTSR measures the performance of an ordinary Telstra share meeting for our 2016 annual general meeting (AGM), the Board • the financial measures were set in accordance with our (including the value of any cash dividends and other shareholder determined the FY17 FCF ROI targets before the phasing of the Premier Services FY17 corporate plan and strategy benefits paid during the period) relative to the other companies program and resultant benefits had been finalised, noting that 50% Small Business in the comparator group over the same period. details of the investment program were to be progressively • the Strategic and Episode NPS supports Telstra’s strategy confirmed during FY17–19. to deliver brilliant customer experiences (an explanation The Board believes that RTSR is an appropriate performance 10% of the way in which Strategic and Episode NPS is calculated hurdle because it links executive reward to Telstra’s share price Our commitment is that these investments will continue is included above in this section 2.3(c)) performance relative to its peers. to be aligned with Telstra’s capital management framework and to target returns in excess of our return on invested • the individual performance objectives were set at the 15% capital, consistent with our investment guidelines for beginning of FY17 or at the time of appointment, and were FY17 LTI plan comparator group organic investments. * GES comprises of GES Australia (GES-A) representing 20% and GES based on each Senior Executive’s expected individual The comparator group for the FY17 LTI plan is the following International (GES-I) representing 5%. The GES-I, Strategic NPS score was used contribution to the achievement of our strategy. large market capitalisation telecommunication firms: (e) Group Executive Telstra Wholesale LTI plan in both the Strategic and Episode NPS Telstra Group calculations for FY17. Due to the requirements of the SSU, the GE Telstra Wholesale The FY17 STI plan for the GE Telstra Wholesale must • AT&T Inc • SK Telecom Co Ltd participates in a separate equity plan. Restricted Shares are comply with Telstra’s SSU, which was completed as part • Bell Canada Enterprises Inc • Spark NZ Ltd The FY17 Episode NPS outcome was based on the three month granted in lieu of the LTI plan for other Senior Executives, based of the NBN Transaction. This provides that the GE Telstra • BT Group Plc. • Swisscom AG rolling NPS average result from 1 April 2017 to 30 June 2017 on performance against the GE Telstra Wholesale’s STI measures Wholesale may only participate in incentive plans that • Deutsche Telekom AG • Telecom Italia SpA for Consumer and Business, and the six month rolling NPS for the previous financial year. The Restricted Shares are subject reflect solely the objectives and performance of the Telstra • Koninklijke KPN N.V. • Telefonica SA average result from 1 January 2017 to 30 June 2017 for • KT Corporation • Telekom Austria AG to a three year Restriction Period, during which time the GE Wholesale business unit. Premier Services and Global Enterprise and Services. • Nippon Telegraph & • Telenor ASA Telstra Wholesale is entitled to earn dividends and exercise Details of the STI outcomes for Senior Executives for FY17 Telephone Corp • Telia Company AB voting rights attached to those shares. The Wholesale NPS measure that applies to the GE Telstra are provided in section 3.2. • NTT DoCoMo Inc • Verizon Communications Inc Wholesale, is calculated based on a survey of Wholesale • Orange SA • Vodafone Group Plc. If the GE Telstra Wholesale leaves Telstra before the end of the customers only, undertaken by a third party research (d) FY17 LTI Plan • Proximus SA Restriction Period for any reason, other than a Permitted Reason, company from 1 May 2017 through to 30 May 2017. Performance Rights form the basis of the reward under the LTI • Singapore the Restricted Shares will be forfeited. If cessation of employment plan. Senior Executives are not required to pay for the grant or Telecommunications Ltd occurs for a Permitted Reason, a pro rata number of Restricted The final Strategic and Episode NPS result is audited by vesting of Performance Rights. However, for any Performance Shares are retained subject to the original Restriction Period. Telstra’s Group Internal Audit team. Rights to vest as Restricted Shares, a minimum threshold The FY17 LTI plan comparator group is consistent with the Due to the timing of Will Irving’s appointment as the GE Telstra The financial, customer and individual performance measures performance against the relevant measure must be satisfied. FY16 LTI plan. Wholesale during FY16, Mr Irving was not allocated Restricted of the STI plan operate independently of each other and The LTI plan has two separate performance measures, being Shares under this plan in FY17. Mr Irving will be allocated each measure has a defined performance threshold, target The Board has discretion to change members of the comparator RTSR and FCF ROI. Restricted Shares in FY18 based on his performance against and maximum. Each Senior Executive has a maximum STI group under the LTI plan terms. his FY17 GE Wholesale STI plan measures, namely Wholesale opportunity of 200 per cent of their Fixed Remuneration. The plan is structured as follows: Free Cashflow Return On Investment (FCF ROI) Total Income, Wholesale EBITDA, Wholesale NPS and individual FCF ROI as determined by the Board is calculated by dividing performance. the average FCF for LTI over the three year performance period Plan RTSR FCF ROI by Telstra’s Average Investment over the same period. 3.0 Executive remuneration outcomes Participants Telstra’s Executive Committee (17 in total which includes the Senior Executives in this report, The Board selected the FCF ROI measure as an absolute LTI with the exception of the GE Wholesale) target on the basis that cash generation by the business over The table in 3.1 provides a summary of the key financial results Performance measures the longer term is central to the creation of shareholder value. for Telstra over the past five financial years. The tables in 3.2 and RTSR 50% FCF ROI 50% 3.3 provide a summary of how those results have been reflected and weighting Vesting of Performance Rights as Restricted Shares: in the remuneration outcomes for Senior Executives. Minimum threshold for vesting 50th percentile of peer group 16.8% At the end of FY19, the Board will review Telstra’s audited financial results for FCF ROI and the RTSR outcome to 3.1 Financial performance Vesting schedule 25% vests at 50th percentile, straight-line 50% vests at target of 16.8%, straight line vesting determine the percentage of Performance Rights that Details of Telstra’s performance, share price and dividends over vesting to 75th percentile where 100% vests to stretch target of 18.4% where 100% vests vest as Restricted Shares under the FY17 LTI plan. the past five years are summarised in the table below: Equity instruments granted Performance Rights which vest into Restricted Shares, subject to performance conditions Performance period 1 July 2016 to 30 June 2019 FY17 FY16 FY15 FY14 FY131 Restriction Period end date 30 June 2020 Retesting No Performance measures $m $m $m $m $m Dividends/voting rights Until the Performance Rights vest as Restricted Shares, a Senior Executive has no legal or Earnings beneficial interest in any Telstra shares to be granted under the FY17 LTI plan, no entitlement 2 to receive dividends and no voting rights in relation to those shares. Total Income 28,205 27,050 26,112 26,296 24,776 Forfeiture conditions Non-Permitted Reason: EBITDA2 10,679 10,465 10,533 11,135 10,168 If a Senior Executive leaves Telstra for any reason, other than a Permitted Reason, any time Net Profit3 3,891 5,780 4,231 4,275 3,739 during the performance or Restriction Period, the equity instruments lapse or are forfeited (unless the Board exercises its discretion). Shareholder value Permitted Reason: Share price ($)4 4.30 5.56 6.14 5.21 4.77 If a Senior Executive leaves Telstra for a Permitted Reason during the performance period, a pro rata number of Performance Rights will lapse based on the proportion of time remaining until Total dividends paid per share (cents) 31.0 31.0 30.0 28.5 28.0 30 June 2020. The pro rata portion relating to the Senior Executive’s completed service may still vest subject to achieving the performance measures of the FY17 LTI plan on 30 June 2019. 1. FY13 results were restated in FY14 due to the retrospective adoption of changes to AASB 119:“Employee Benefits”. 2. After ceasing to hold a controlling interest in the Autohome Group in FY16 and our Sensis advertising and directories business in FY14, Total Income and EBITDA Clawback Performance Rights may lapse and Restricted Shares may be forfeited if a Clawback Event include only results from continuing operations from FY13 and onwards. Refer to note 6.4 to the financial statements for further details regarding the disposal of the Autohome Group. occurs during the performance period or Restriction Period. Refer to the glossary for the 3. Net Profit attributable to equity holders of the Telstra entity includes results from continuing and discontinued operations (ie this includes the Autohome Group definition of a Clawback Event. and the Sensis Group for FY16 and FY15, and the Sensis Group only for FY14 and FY13). 4. Share prices are as at 30 June for the respective year. The closing share price for FY12 was $3.69.
50 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 51 Remuneration Report | Telstra Annual Report 2017
3.2 FY17 Short Term Incentive plan outcomes The graph below shows the STI payments as a percentage of the The Board determines the FCF ROI outcome by adjusting (b) Historical LTI plan performance relative to Telstra share price (a) Average STI payment as a percentage of STI opportunity maximum opportunity relative to total revenue growth over the reported results to remove spectrum and other acquisitions The following chart compares Telstra’s LTI plan vesting results The average STI payment for Senior Executives as at 30 June past five years. Telstra’s incentive plans measure performance and divestments. The Board can exercise its discretion to ensure for the past four LTI plans (as a percentage of plan maximum 2017 for the period they were KMP, is expressed as a percentage against a range of financial and non financial metrics with varied there are no windfall gains or losses due to the timing of the opportunity), to the share price history during the same of the maximum potential payout in the following table: weightings. Accordingly, the pay for performance relationship is nbn™ network rollout or any other significant out of plan business performance period: based on the performance against these metrics as a whole and development or material regulatory or legislative change. FY17 FY16 FY15 FY14 FY13 may not always align with total revenue growth, as was the case To determine the FCF ROI outcome for the FY15 LTI plan Telstra Share % LTI of Performance for FY14 and FY16, where the lower STI payment reflects that we Price ($) maximum represented below, the Board excluded spectrum purchases, measures % % % % % did not achieve our NPS target. The higher STI payout in FY15 is the purchase price and trading cashflows of acquisitions 7.00 90% STI received as in part reflective of the NPS outcome for that year. 41.3 40.5 61.0 53.6 66.0 (for example Ooyala, Pacnet and Videoplaza). For divestments, % of maximum the Board excluded sale proceeds (but included trading 6.50 80% cashflows as if they continued to contribute to our results) Total revenue % STI of 6.00 70% (b) Overall FY17 STI Plan outcomes growth maximum for Autohome, as well as distributions from Sensis and the At the end of FY17, the Board reviewed Telstra’s audited financial 4.0% 100.0% disposal of Elemental Technologies Inc. 5.50 60% results and the results of the other performance measures for To prevent any windfall gains or losses, the Board exercised the FY17 Senior Executive STI plan and the FY17 GE Wholesale 3.5% 90.0% its discretion and removed the regulatory impacts of the 5.00 50% STI plan. The Board has assessed performance against each 3.5% Fixed Access Determination, Mobile Terminating Access measure and determined the percentage of STI that is payable, 3.0% 80.0% Service and Domestic Transmission Capacity Service pricing 4.50 40% of which 25 per cent will be provided through Restricted Shares. changes, the incremental redundancy costs associated with 2.8% The Board exercised discretion in determining the outcomes of 2.5% 70.0% the restructuring and the NBN Transaction. 4.00 78.15% 85.50% 53.0% 30% the financial measures to ensure there were no windfall gains or ™ The Board did not make any adjustments and therefore did losses due to the timing of the nbn network rollout, spectrum 2.0% 60.0% not provide any relief, for the effects of the strategic investment 3.50 20% purchases, material acquisitions and divestments. The Board program when assessing performance under the FY15 LTI plan also considered and adjusted for restructuring costs to ensure 1.5% 50.0% as that plan was already in place when the strategic investment 3.00 10% management did not receive any windfall gains. While the 1.5% program was announced in August 2016. This resulted in 0.0% aggregate effect of these adjustments on the FY17 STI results 1.0% 1.2% 40.0% no vesting for the FCF ROI component of the FY15 LTI plan. 2.50 0% was a positive adjustment, overall the resulting impact on the The principle of not adjusting for the effects of the strategic 30/06/2014 30/06/2015 30/06/2016 30/06/2017 FY17 Senior Executive STI plan payments was negligible. LTI Plan: FY12 LTI Plan: FY13 LTI Plan: FY14 LTI Plan: FY15 0.5% 30.0% investment program will also be applied for the FY16 LTI plan The Board believes the methods of calculating the financial and 0.4% that will be tested at 30 June 2018. NPS outcomes are appropriate, and a rigorous assessment of 0.0% 20.0% FY15 LTI plan FCF ROI adjustments: 3.4 Senior Executive contract details Telstra’s performance for FY17. FY13 FY14 FY15 FY16 FY14 The key terms and conditions of the ongoing service contracts for current Senior Executives are summarised in the table below. STI measures and outcomes for Senior Executives Total Revenue % Growth1 % of STI max and GE Telstra Wholesale 16.0% Upon notice being given, Telstra can require a Senior Executive +3.8% +2.3% to work through the notice period, or may terminate employment Senior Executive 1. Represents the total revenue growth reported in each financial year and excludes immediately by providing payment in lieu of notice, or a any retrospective adjustments or restatements applied in subsequent years. 15.0% -0.2% (excluding the GE Telstra Wholesale) Outcome (% of max) +0.2% 14.7% combination of both. Any payment in lieu of notice is calculated +0.2% based on the Senior Executive’s Fixed Remuneration as at the Total Income 0.0% 3.3 FY15 Long Term Incentive plan outcomes The performance period for the FY15 LTI plan concluded on 14.0% -1.1% date of termination. EBITDA 38.0% 30 June 2017. The vesting table is detailed below, reflecting There is no termination payment if termination is for serious Free Cashflow 100% performance up to 30 June 2017 against the two performance misconduct, or for redundancy (unless the severance payment measures of RTSR and FCF ROI. Upon vesting, each participant 13.0% -2.1% Strategic NPS 25.0% under Telstra’s redundancy policy would be less than the was allocated Restricted Shares which are subject to a termination payment, in which case the termination payment Episode NPS 50.0% Restriction Period that ends on 30 June 2018. 12.0% applies instead). 11.6% (a) FY15 LTI Plan testing as at 30 June 2017 GE Telstra Wholesale Outcome (% of max) FR at the end Notice Termination 11.0% Name of FY17 period payment Wholesale Total Income 41.0% Performance % of total Test date measure plan vested Wholesale EBITDA 36.0% Andrew Penn 2,325,000 6 months 6 months 30 June 2017 RTSR (0% vesting) 0% 10.0% Wholesale NPS 33.5% Warwick Bray 1,100,000 6 months 6 months FCF ROI (0% vesting) 0% (c) FY17 STI plan payment results Total: 0% 9.0% Robyn Denholm 1,100,000 6 months 6 months The table below displays STI payments for Senior Executives as Will Irving 1,000,000 6 months 6 months at 30 June 2017 for the period they were KMP, expressed as a The results of Telstra’s RTSR was calculated by an external 8.0% percentage of Fixed Remuneration and also as a percentage of provider and audited by Telstra’s Group Internal Audit team. Brendon Riley 1,350,000 6 months 12 months the maximum opportunity for both FY17 and FY16 STI plans. The RTSR vesting result was based on Telstra ranking at the nbn 23rd percentile of the global peer group. As Portugal Telecom Kevin Russell 1,100,000 6 months 6 months Spectrum Autohome Other M&A FY17 FY17 FY16 SPSG went through a significant restructure in FY16, the Board Regulatory Divestments Divestments Name % of FR % of max % of max exercised its discretion under the LTI plan terms to remove it The table above only includes those individuals who were FCF ROI Outcome FCF from the comparator group prior to calculation of the results. ROI FCF Reported Senior Executives as at 30 June 2017. Restructuring costs Restructuring Andrew Penn 85.2 42.6 34.4 In addition, a number of companies within the FY15 LTI The termination payment provisions in each executive comparator group changed their name during the performance Warwick Bray 85.2 42.6 37.9 contract reflect the company’s policy at the time the contract period: Belgacom Group was renamed to Proximus SA, Whilst the overall adjustments had the effect of increasing Robyn Denholm 85.2 42.6 – was entered into. Telstra’s current policy is to provide for a Telecom Corp NZ was renamed to Spark NZ Ltd and the plan outcome from 11.6% to 14.7%, it still fell short of the six month termination payment in executive contracts. Will Irving 83.6 41.8 76.0 Telia Sonera was renamed to Telia Company AB. plan target of 15.0% (as per table 3.3(a)). These outcomes were Brendon Riley 92.2 46.1 34.4 reviewed by Telstra’s Group Internal Audit team and the FCF ROI was reviewed by our external auditor EY. The Board approved Kevin Russell 63.9 32.0 34.4 the outcomes in accordance with the LTI plan rules. Senior Executive Average: 82.5 41.3 43.4
52 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 53 Remuneration Report | Telstra Annual Report 2017
4.0 Looking forward to FY18 and planned changes The EVP is designed to continue to drive performance against The key design features of the EVP are summarised below: customer experience and financial metrics which create long 4.1 Executive Variable Remuneration Plan (EVP) term shareholder value and reward management in a way that Plan design attribute Detail Over the past nine months the Board has undertaken a review provides both a better link to executive performance and of our current remuneration structures for our Senior Executives, alignment to shareholders through longer term equity rewards. Eligibility CEO and Group Executives* in particular reviewing our current LTI plan structure. This is achieved by a more significant proportion of the reward Our existing LTI plan is complex and we believe a simpler tested against RTSR of a comparator group comprising the Reward opportunity* CEO: The “at target” opportunity is 200% of Fixed Remuneration and the maximum opportunity remuneration model is in the interest of shareholders by more ASX100 excluding resource companies. is 400% of Fixed Remuneration. directly supporting our strategic pillars of delivering brilliant Design features Group Executives*: The “at target” opportunity is 180% of Fixed Remuneration and the customer experiences, driving value and growth from the core, The “at target” opportunity under the EVP is up to 200% of maximum opportunity is 360% of fixed remuneration. Fixed Remuneration is as at the end and building new growth businesses close to the core. the Senior Executive’s Fixed Remuneration as at the end of the of the initial performance period. The new EVP will combine our existing STI and LTI arrangements initial performance period as per the table below. The amount Measures and weightings* Financial Measures: 10% Income, 20% EBITDA, 20% FCF for STI into a simplified single incentive plan. The EVP will further align earned by the Senior Executive will be determined at the end of executive reward to shareholder interests by extending the a one year performance period based on the Senior Executive’s Customer Measures: 20% Strategic NPS, 20% Episode NPS overall plan from four years for our current LTI plan to five years performance against the measures outlined below. At the end Individual Component: 10% under the EVP. There is no change to the maximum opportunity of that year, the Senior Executive’s performance will be tested, that Senior Executives can earn. the amount earned will be determined (EVP Outcome) and that Initial performance period 1 year amount will be provided as 35% in cash, 26% in Restricted Shares and 39% in Performance Rights. Instrument type Cash with a combination of Restricted Shares (Tranche 1) and Performance Rights (Tranche 2).
The construct of the EVP is illustrated in the table below: Cash vs equity balance 35:65 ratio of cash and equity (with 40% of the equity allocated in Restricted Shares and 60% of the equity allocated in Performance Rights).
Restricted Shares Performance Rights Equity allocation methodology The number of Restricted Shares and Performance Rights to be allocated will be based Results EVP equity End of restriction Final RTST Test and Release AGM allocated at end of 3rd year End of restriction at end of 5th year on the dollar value of the Senior Executive’s EVP Outcome, multiplied by 26% for Restricted Shares and 39% for Performance Rights, and then divided by the five day VWAP of Telstra shares commencing on the day after the FY18 results announcement (ie a face value allocation methodology). EVP Restricted Shares EVP Initial Performance Restriction and performance Restricted Shares: Two years after the initial performance period ends. periods for equity Period EVP Performance Rights Performance Rights: Five years from the start of the performance period, subject to a RTSR* 1 July to 30 June (1 year) measure. Therefore the Senior Executive’s Performance Rights will be subject to two sets of EVP RTST Performance Period performance measures: the first tested over the initial one year performance period and the 1 July to 30 June (5 years) second RTSR measure tested over a five year performance period.
Year 1 Year 2 Year 3 Year 4 Year 5 RTSR measure* Restricted Shares: None Performance Rights: The Performance Rights will only vest into Telstra ordinary shares if Jul Jun Aug Oct Nov Jun Jul Jun Jul Jun Jul Jun Jul Telstra’s RTSR ranks at the 50th percentile or greater against a comparator group comprising the ASX100 (excluding resource companies) over the five year period. Telstra measures the RTSR percentile ranking to two decimal places and rounds up to the nearest whole number if the two decimal places are .50 or above and rounds down to the nearest whole number if the two decimal places are below .50. If the RTSR gateway measure is not satisfied, all of the Performance Rights will lapse.
Dividends Restricted Shares: Participants would receive dividends on allocated Restricted Shares. Performance Rights: No dividends are paid on Performance Rights prior to vesting. For Performance Rights that do vest, a cash payment equivalent to dividends paid by Telstra during the period between allocation of the Performance Rights and vesting, will be made at or around the time of vesting.
Leaver In the event of ceasing employment for reasons of death, total and permanent disablement, certain medical conditions, redundancy, retirement, separation by mutual agreement or Telstra initiated separation for a reason unrelated to performance or conduct, Restricted Shares and Performance Rights that have been allocated will be retained and remain subject to the original Restriction Period (in the case of Restricted Shares) or performance period and RTSR measure (in the case of Performance Rights). If the Senior Executive ceases employment for any other reason prior to the end of the Restriction Period or performance period, any unvested Performance Rights lapse and any Restricted Shares are forfeited.
Clawback The Board has discretion to claw back Performance Rights and Restricted Shares if certain clawback events occur during the performance period or Restriction Period.
*For the FY18 EVP, the RTSR test will apply to Performance Rights granted to all participants except the GE Wholesale due to constraints under our Structural Separation Undertaking (SSU). The GE Wholesale has an “at target” opportunity of 140% to reflect the greater certainty of plan outcome for that role. The EVP plan measures for the GE Wholesale will replicate the Wholesale STI plan measures.
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The table below provides a comparison of the current STI and LTI structure compared to the proposed EVP: (a) Implementation of the FY18 EVP Telstra will seek shareholder approval for the grant of Performance Rights and Restricted Shares to the CEO under the FY18 EVP Current New at the 2017 AGM with further details to be provided in the 2017 notice of meeting. The EVP will come into effect for FY18 with the first allocation of Restricted Shares and Performance Rights to occur in November 2018 as per the timeline below: STI LTI EVP Restricted Shares Restricted Shares Performance Rights Performance Rights Total Reward Opportunity CEO: STI 100% + LTI 100% = 200% CEO: 200% FY18 EVP (1st tranche) (2nd tranche) (1st tranche) (2nd tranche) (at target) as a % of FR Results 2018 equity End of restriction End of restriction Final RTSR Test and End of Final RTSR Test and End of Group Executives: STI 100% + LTI 80% = 180% Group Executives: 180% Release AGM allocated 30 June 2019 30 June 2020 restriction 30 June 2021 restriction 30 June 2022
GE Wholesale: STI 100% + LTI 40% = 140% GE Wholesale: 140% Restricted Shares Total Reward Opportunity CEO: STI 200% + LTI 200% = 400% CEO: 400% (at maximum) as a % of FR Restricted Shares Group Executives: STI 200% + LTI 160% = 360% Group Executives: 360% FY18 EVP Initial Performance Rights GE Wholesale: STI 200% + LTI 80% = 280% GE Wholesale: 280% Performance Period Performance Rights Performance Measures Total Income – 10% FCF ROI – 50% Total Income – 10% 1 July to 2017 to and Weighting 30 June 2018 EBITDA – 20% RTSR – 50% EBITDA – 20% FY18 EVP Performance Rights (1st Tranche) RTSR Performance Period FCF for STI – 10% (RTSR peer group FCF for STI – 20% 1 July 2017 to 30 June 2021 comprises Global Strategic NPS – 20% Strategic NPS – 20% FY18 EVP Performance Rights (2nd Tranche) RTSR Performance Period Telecommunication 1 July 2017 to 30 June 2022 Episode NPS – 20% Companies) Episode NPS – 20% Individual – 20% Individual – 10% FY18 FY19 FY20 FY21 FY22 FY23 Plus a RTSR gateway on the Jul Jun Aug Oct Nov Jun Jul Jun Jul Jun Jul Jun Jul Performance Rights that are allocated (RTSR peer group comprises (b) Robyn Denholm – Chief Operations Officer Our non-executive Directors are remunerated in accordance ASX100 excluding resource As Ms Denholm commenced her employment after the FY17 with Telstra’s Constitution, which provides for an aggregate fee companies) LTI plan was allocated she did not receive any grant under this pool that is set, and varied, only by approval of a resolution plan and it was proposed that she would receive an allocation of shareholders at the AGM. The current annual fee pool of Cash: Equity Split 75% Cash 100% Equity 35% Cash in FY18 equal to one and a half times the standard LTI plan $3.5 million was approved by shareholders at Telstra’s 2012 AGM. allocation to compensate her for her service for the second 25% Equity 65% Equity The total of Board and Committee fees, including half of FY17. As the EVP has replaced the LTI plan for FY18, superannuation, paid to non-executive Directors in FY17 Performance Period 1 year 3 years 1 year and 5 year RTSR subject to Board approval, it is proposed that Ms Denholm remained within the approved fee pool. Restriction Period 50% of equity – 1 year 1 year 40% of equity – 2 years will receive an equivalent amount under the EVP. (a) Changes to the Board and Committee composition 50% of equity – 2 years 60% of equity – 4 years During the year, Chin Hu Lim retired from the Board on Instruments Restricted Shares Performance Rights Restricted Shares and 5.0 Non-executive Director remuneration 11 October 2016 and Jane Hemstritch was appointed to the (that vest into Board and as a Member of the Remuneration Committee Performance Rights (that vest 5.1 Remuneration structure Restricted Shares) effective 12 August 2016. into ordinary Telstra shares) The Telstra Board and Committee fee structure (inclusive of superannuation) during FY17 was: 5.2 Remuneration policy and strategy Dividends Received during Received only if Restricted Shares: Received Our non-executive Directors are remunerated with set fees restriction period Performance Rights vest during the restriction period Non-executive and do not receive any performance based pay. This enables into Restricted Shares Performance Rights: Board fees Chairman Director non-executive Directors to maintain independence and No dividends paid prior impartiality when making decisions affecting the future Board 775,000 235,000 to vesting, however for direction of the company. Committee fees Committee Chair Committee member Performance Rights that vest, To align the non-executive Directors’ interests with the interests a cash payment will be made Audit & Risk Committee 70,000 35,000 of our shareholders, the Board has established a policy which equivalent to the value of the encourages non-executive Directors to hold Telstra shares Remuneration Committee 50,000 25,000 dividends paid by Telstra equivalent to at least 50 per cent of the annual non-executive during the period between Nomination Committee – 7,000 Director base fee. Such shares should be acquired by a allocation and vesting non-executive Director by the end of the five year period The Chairman of the Board does not receive Committee fees from his or her date of appointment. if he is a Member of a Board Committee. 4.2 FY18 transition plan and implementation Performance Rights: Progress is monitored on an ongoing basis. Directors’ In order to smooth the transition from our current STI and LTI • will be split into two equal tranches, with half of the Performance There was no change to non-executive Director or Committee shareholdings as at 17 August 2017 are set out in the incentive structure to the new EVP plan, for the FY18 EVP only, Rights subject to an RTSR test at the end of a four year fees during FY17. In FY17, Telstra conducted a review of its Directors’ Report. the following treatment applies: performance period from 1 July 2017 to 30 June 2021; and non-executive Director fees relative to other major companies 5.3 Remuneration components in the ASX20. The results of that review found our Remuneration Restricted Shares: • the other half subject to an RTSR test at the end of a five Superannuation contributions are included within each Committee Chair and Member fees, which have remained the non-executive Director’s Total Remuneration, in accordance with • will be split into two equal tranches, with half of the year performance period from 1 July 2017 to 30 June 2022. same since August 2010, had not kept up with market rates Restricted Shares subject to a Restriction Period ending the ASX Listing Rules and Telstra policy. Non-executive Directors If the RTSR measure is achieved over the relevant performance for similar companies which had changed as a result of their 30 June 2019; and may choose to increase the proportion of their remuneration period, all of the Performance Rights in that tranche will vest increased responsibilities on governance and accountabilities taken as superannuation, subject to legislative requirements. • the other half subject to a Restriction Period ending as Telstra shares. If the RTSR measure is not achieved over the to shareholders. Telstra does not provide retirement benefits for non-executive 30 June 2020, relevant performance period, none of the Performance Rights Effective from 1 July 2017, the Remuneration Committee in that tranche will vest and no shares will be allocated for that Directors other than the superannuation contributions noted above. similar to the current Restriction Periods of the STI Deferred Chair and Member fees increased resulting in a Remuneration tranche of Performance Rights. plan we are replacing. Committee Chair fee of $56,000 up from $50,000 and a Table 6.5 provides full details of non-executive Director From FY19, the EVP will have the performance and restriction Remuneration Committee Member fee of $28,000 up from remuneration for FY17. periods as described in section 4.1. $25,000. No other changes were made to any of the Committee Section 2.2(e) of this report provides details of the Telstra or non-executive Director fees. securities trading restrictions that apply to all KMP, including non-executive Directors.
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6.0 Remuneration tables and glossary The tables in this section disclose KMP information and only represents their time as Senior Executives. 6.1 Senior Executives remuneration (main table) The table below has been prepared in accordance with the requirements of the Corporations Act and the relevant Australian Accounting Standards. The figures provided under the equity settled share-based payments columns are based on accounting values and do not reflect actual payments received by Senior Executives in FY17.
Post- Other Equity settled share-based payments employment Termination long term Short term employee benefits benefits benefits benefits Accounting value (at risk) ($)6,7,8
Long term Short term Short term incentive Salary and incentives Non-monetary Superannuation Termination Accrued leave incentive performance Name and title Year fees ($)1 (cash) ($)2 benefits ($)3 ($)4 benefits ($)5 benefits ($) shares9 rights10 Total ($)
Andrew Penn 2017 2,305,384 1,485,675 9,166 19,616 – 57,329 464,008 1,319,153 5,660,331 Chief Executive Officer 2016 2,305,692 1,199,700 11,274 19,308 – 57,172 458,445 1,587,629 5,639,220
Warwick Bray 2017 1,065,004 702,900 5,414 34,996 – 27,123 214,367 499,116 2,548,920 Chief Financial Officer 2016 1,065,000 625,350 10,153 35,000 – 27,049 211,303 361,190 2,335,045
Robyn Denholm 2017 512,073 333,155 693 9,297 – 12,856 21,932 – 890,006 Chief Operations Officer 2016 – – – – – – – – –
Will Irving 2017 980,384 627,000 10,948 19,616 – 24,658 199,044 192,782 2,054,432 GE Telstra Wholesale 2016 176,846 205,574 2,933 3,482 – 4,434 37,592 95,083 525,944
Brendon Riley 2017 1,330,384 933,525 9,139 19,616 – 33,288 300,715 605,927 3,232,594 GE Global Enterprise and Services 2016 1,330,692 696,600 10,574 19,308 – 33,197 324,413 1,157,186 3,571,970
Kevin Russell 2017 1,080,384 527,175 3,934 19,616 – 27,123 87,435 263,596 2,009,263 GE Telstra Retail 2016 194,879 102,354 – 3,482 – 4,878 14,216 – 319,809
Kate McKenzie 2017 80,848 154,800 296 1,344 671,697 2,027 79 24,424 935,515 Former Chief Operations Officer 2016 1,180,692 464,400 11,857 19,308 – 29,508 281,796 970,838 2,958,399
2017 7,354,461 4,764,230 39,590 124,101 671,697 184,404 1,287,580 2,904,998 17,331,061 Total current and former KMP 2016 6,253,801 3,293,978 46,791 99,888 – 156,238 1,327,765 4,171,926 15,350,387
The total for FY16 of $15,350,387 in this table is less than the total for FY16 in the FY16 Remuneration Report of $19,681,125 as it does not include the $2,121,110 for the 6. The accounting values included in the table relate to the current year amortised value of all STI and LTI instruments that had not yet fully vested as at the commencement former GE Telstra Retail, Gordon Ballantyne, the $2,292,501 for the former GE Telstra Wholesale, Stuart Lee and the negative amount of $82,873 for the former GE Telstra of the financial year. The value of each equity instrument is calculated by applying valuation methodologies or is based on the market value of Telstra shares at the grant Retail, Dr Karsten Wildberger reported in last year’s report. date as described in note 5.2 to the financial statements and is then amortised, based on the maximum achievable allocation, over the relevant vesting period. This value includes an assumption that the instruments will vest at the end of the vesting period unless forfeited during the financial year. The amount included as remuneration is 1. Includes salary, salary sacrifice benefits (excluding salary sacrifice superannuation which is included under Superannuation) and Fringe Benefits Tax (FBT). not related to, nor indicative of the benefit (if any) that may ultimately be realised by each Senior Executive should the instruments vest. 2. Short term incentives (cash) relates to performance in FY17 and FY16 respectively and is based on actual performance for Telstra and the individual. Ms McKenzie 7. For Ms Denholm and Ms McKenzie, the accounting value of the STI and LTI instruments is calculated on a pro rata basis in accordance with their relevant KMP period. received the deferred component of her FY16 STI of $154,800 as cash rather than equity as her departure was announced prior to the date of equity allocation under t Refer to section 1.1 for further information. he FY16 STI Deferral plan, consistent with the provisions of Telstra’s STI policy. This sum was earned during FY16 and paid in FY17. 8. As required under AASB 2, accounting expense that was previously recognised as remuneration has been reversed in both FY17 and FY16 if the service condition or the 3. Includes the cost of personal home security services provided by Telstra, the cost of personal use of Telstra products and services and the provision of car parking. non-market performance condition (FCF ROI) was not met. In relation to LTI Performance Rights, for FY17, this occurred for a portion of the FY15 plan that failed to satisfy For Mr Irving the amount includes the value of non-recourse loans under TESOP 99 (which have not been expensed as they were issued prior to 7 November 2002 and the FCF ROI performance target at 30 June 2017, resulting in equity instruments lapsing. Similarly for FY16, this occurred for a portion of the FY14 LTI plan that failed to were therefore included in the exemption permitted under AASB 1 “First-time Adoption of Australian Equivalence to International Financial Reporting Standards”). satisfy the FCF ROI performance target at 30 June 2016, resulting in equity instruments lapsing. Refer to section 3.3 on LTI outcomes for FY17 for further information. The value of non-monetary benefits have been grossed up for FBT by the relevant FBT rates. For Ms McKenzie, the amounts reported include the reversal of current year and prior years’ accounting value of STI and LTI instruments forfeited in FY17 as the result 4. Represents company contributions to superannuation as well as any additional superannuation contributions made through salary sacrifice by Senior Executives. of her retirement effective 30 September 2016. 5. Termination benefits for Ms McKenzie of $671,697 comprised of $369,231 payment in lieu of notice as per her service agreement, plus $302,466 pro rata for the 9. This includes the amortised value of Restricted Shares allocated under the FY14 (only applicable to FY16 comparatives), FY15, FY16 and FY17 STI plans whereby 92 days she was employed by Telstra (which includes the period she was a KMP) at target for her FY17 STI payment consistent with the provisions of Telstra’s STI Policy. 25 per cent of the STI payment was provided as Restricted Shares which are subject to a Restriction Period. The total termination benefit of $671,697 was paid in compliance with Part 2D.2, Division 2 of the Corporations Act. 10. This includes amortised value of LTI Performance Rights allocated under FY13 (only applicable to FY16 comparatives), FY14, FY15, FY16 and FY17 LTI plans.
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6.2 STI Payments (cash and shares) 6.3 Summary of LTI Performance Rights as at 30 June 2017
Current year grant of STI ($)2 Accounting Future value yet to vest4 financial years % of the % of the Performance Restriction in which grants Maximum 25% maximum maximum Name1 Plan period Period end date2 may vest3 Min ($) Max ($) potential STI deferred potential potential opportunity 75% cash shares opportunity opportunity Total grant Andrew Penn FY14 1/07/13 – 30/06/16 30/06/2017 FY17 – – Name Year ($)1 component component3 earned forfeited of STI ($) FY15 1/07/14 – 30/06/17 30/06/2018 FY18 – 163,298 2017 4,650,000 1,485,675 495,225 42.6% 57.4% 1,980,900 Andrew Penn FY16 1/07/15 – 30/06/18 30/06/2019 FY19 – 1,318,004 2016 4,650,000 1,199,700 399,900 34.4% 65.6% 1,599,600 FY17 1/07/16 – 30/06/19 30/06/2020 FY20 – 2,089,299 2017 2,200,000 702,900 234,300 42.6% 57.4% 937,200 Warwick Bray Warwick Bray FY14 1/07/13 – 30/06/16 30/06/2017 FY17 – – 2016 2,200,000 625,350 208,450 37.9% 62.1% 833,800 FY15 1/07/14 – 30/06/17 30/06/2018 FY18 – 32,659 2017 1,042,740 333,155 111,052 42.6% 57.4% 444,207 Robyn Denholm FY16 1/07/15 – 30/06/18 30/06/2019 FY19 – 498,858 2016 – – – – – – FY17 1/07/16 – 30/06/19 30/06/2020 FY20 – 790,791 2017 2,000,000 627,000 209,000 41.8% 58.2% 836,000 Will Irving Robyn Denholm5 – – – – – – 2016 360,656 205,574 68,525 76.0% 24.0% 274,099 Will Irving FY14 1/07/13 – 30/06/16 30/06/2017 FY17 – – 2017 2,700,000 933,525 311,175 46.1% 53.9% 1,244,700 Brendon Riley FY15 1/07/14 – 30/06/17 30/06/2018 FY18 – 38,789 2016 2,700,000 696,600 232,200 34.4% 65.6% 928,800 FY16 1/07/15 – 30/06/18 30/06/2019 FY19 – 161,584 2017 2,200,000 527,175 175,725 32.0% 68.0% 702,900 Kevin Russell Brendon Riley FY14 1/07/13 – 30/06/16 30/06/2017 FY17 – – 2016 396,721 102,354 34,118 34.4% 65.6% 136,472 FY15 1/07/14 – 30/06/17 30/06/2018 FY18 – 146,967 2017 164,384 – – n/a n/a – Kate McKenzie4 FY16 1/07/15 – 30/06/18 30/06/2019 FY19 – 612,234 2016 2,400,000 464,400 154,800 25.8% 74.2% 619,200 FY17 1/07/16 – 30/06/19 30/06/2020 FY20 – 970,514
1. Represents the maximum potential STI specific to their time as Senior Executives for FY17 and FY16 respectively, adjusted for any variation in Fixed Remuneration 5 throughout FY17 and FY16 that impacts the maximum potential STI available. If the minimum threshold performance is not met, the minimum possible STI payment Kevin Russell FY17 1/07/16 – 30/06/19 30/06/2020 FY20 – 790,790 is nil. Total nil 7,613,787 2. The STI plan outcomes for FY17 and FY16 were approved by the Board on 16 August 2017 and 10 August 2016 respectively. These values represent their time as Senior Executives. 1. Ms McKenzie has been excluded from the table above as she ceased to be a Senior Executive before 30 June 2017. 3. The Restricted Shares awarded are expected to be allocated in November 2017 and are subject to a Restriction Period. Half are restricted for one year and half for two years ending 30 June 2018 and 30 June 2019 respectively, subject to the Senior Executive’s continued employment. Refer to section 2.3(c) for further details. 2. Restriction period end date refers to the end of the Restriction Period for Performance Rights. 4. $164,384 is the maximum potential opportunity for FY17 calculated pro rata for the 25 days Ms McKenzie was a KMP. Refer to footnote 5 of table 6.1 for further 3. Vest has the meaning here as defined in the Australian Accounting Standards. A Performance Right vests when it has been performance tested and the resultant information on Ms McKenzie’s termination benefits which includes a payment for her FY17 STI as per the Telstra STI policy. Ms McKenzie received the deferred equity Restricted Share has been released from restriction and provided to the executive. component of her FY16 STI of $154,800 as cash rather than equity, refer to footnote 2 of table 6.1. 4. The values included in the table above have been calculated by applying valuation methodologies or are based on the market value of Telstra shares at the grant date, as described in note 5.2 to the financial statements. 5. Ms Denholm did not participate in any LTI plans during FY17.
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6.4 Number and value of equity instruments granted, vested and exercised during FY17 (LTI and other equity)
Equity movements Equity outcomes
Achieved Achieved Value of Vested/ Value of Total held performance performance Total held at Granted instruments exercised instruments Other at 30 June target during target as at Name Instrument 1 July 20161 during FY172 granted3 during FY174 exercised5 changes6 20177 FY178 30 June 20179
Andrew Penn Performance Rights 1,928,347 853,210 $2,785,731 (502,678) $2,719,488 (425,532) 1,853,347 – 241,573
Warwick Bray Performance Rights 414,966 322,936 $1,054,386 – – (85,106) 652,796 – 42,748
Robyn Denholm Performance Rights – – – – – – – – –
Performance Rights 693,521 – – (341,151) $1,845,627 (101,078) 251,292 – 158,294 Will Irving10 TESOP99 400 – – – – – 400 – –
Brendon Riley Performance Rights 1,427,026 396,330 $1,294,017 (466,773) $2,525,242 (382,978) 973,605 – 224,911
Kevin Russell Performance Rights – 322,936 $1,054,386 – – – 322,936 – –
Kate McKenzie Performance Rights 1,185,961 – – – – – 1,185,961 – 173,266
In the table above, vest has the meaning defined in the Australian Accounting Standards. A Performance Right vests when it has been performance tested and the resultant 7. For Ms McKenzie, the balance reported at 30 June 2017 reflects the number of equity instruments held as at the date on which she ceased to hold the KMP position. Restricted Share has been released from restriction and provided to the executive. Table 6.6 includes details of such Restricted Shares provided during FY17. Refer to section 1.1 for further information. All service and performance conditions for rights granted in previous financial years and that have vested or been exercised in FY17 are summarised in the Remuneration 8. Relates to instruments that have been performance tested for the performance period ending on 30 June 2017 and met the specified performance hurdles. Performance Report for each relevant year of grant. Each equity instrument granted, vested or exercised in FY17 (where applicable) in the table above was issued by Telstra and resulted Rights in this column relate to the FY15 LTI plan that was performance tested at the end of FY17 and resulted in zero per cent of the plan to be provided as Restricted or will result in one ordinary Telstra share per equity instrument granted, vested or exercised. No amount is payable by the KMP. STI Restricted Shares are excluded from this Shares in early FY18. Ms McKenzie ceased being KMP before 30 June 2017. Following her departure in September 2016, Ms McKenzie’s Restricted Shares allocated under table, refer to tables 6.2 and 6.6 for further information. the FY14 LTI plan remained on foot and her FY15 LTI plan and FY16 LTI plan allocations were pro-rated and remain subject to the original performance conditions and restriction period of the plan terms. None of her FY15 LTI Performance Rights will vest as Restricted Shares, and 97,878 of her 313,212 FY16 LTI Performance Rights will 1. For Ms Denholm, the balance reported at 1 July 2016 reflects the number of equity instruments held as at the date on which she commenced as a KMP. be performance tested at the end of FY18. 2. Performance Rights granted relate to the FY17 LTI plan which was allocated on 7 November 2016. Refer to section 2.3(d) for more information. 9. Relates to instruments that have met the specified performance hurdles as at 30 June 2017. This balance relates to Performance Rights allocated under the FY14 LTI plan 3. The fair value of the RTSR and FCF ROI Performance Rights granted in FY17 at the grant date of 12 October 2016 is $2.18 and $4.35 respectively. The fair value reflects that were performance tested at the end of FY16, and have been provided as Restricted Shares during FY17. For more information on our KMP interests in Telstra Shares the valuation approach required by AASB 2 using an option pricing model, as explained in note 5.2 to the financial statements. refer to table 6.6. 4. Relates to Restricted Shares coming out of restriction or Performance Rights vesting as defined above. Performance Rights vested during FY17 relate to the FY13 LTI plan. 10. Mr Irving was granted TESOP99 shares in 1999, with an interest free loan which can be repaid at any time. There are no outstanding performance or restriction periods For more information on our KMP interests in Telstra Shares refer to table 6.6. and the shares will vest if and when the loan is repaid in full. Refer to footnote 3 of table 6.1 for further information. 5. The value of the equity instruments vested/exercised reflects the market value at the date the instruments vested and were released from restriction. There are no Performance Rights or options held by any KMP’s related parties and no Performance Rights or options held indirectly or beneficially by our KMP. As at 30 June 2017, there were no options or Performance Rights vested, vested and exercisable or vested and unexercisable. 6. Relates to Performance Rights that lapsed due to the specified performance hurdles or service conditions not being achieved. Performance Rights in this column relate to the FY15 LTI plan that was performance tested at the end of FY17 and resulted in 100 per cent of the plan lapsing.
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6.5 Non-executive Director remuneration 6.6 KMP interests in Telstra shares During FY17, our KMP and their related parties held Telstra shares directly, indirectly or beneficially as follows: Short term employee benefits Post–employment benefits LTI Net shares Salary and Non-monetary Superannuation Total STI Restricted acquired or Total shares Shares held Name and title Year fees ($)1 benefits ($)2 ($) ($) Total shares Restricted Shares disposed of held at nominally at held at Shares received and other 30 June 30 June Name 1 July 20161,2 granted3 during FY174 changes 20171,5 20175,6 John P Mullen 2017 755,384 5,174 19,616 780,174 Chairman 2016 356,285 1,106 19,308 376,699 Non-Executive Directors
Craig W Dunn 2017 250,384 – 19,616 270,000 John P Mullen 26,159 – – – 26,159 26,159 Director 2016 54,189 – 4,827 59,016 Craig W Dunn 19,173 – – – 19,173 18,473
Peter R Hearl 2017 272,384 – 19,616 292,000 Peter R Hearl 45,000 – – – 45,000 – Director 2016 253,225 – 19,308 272,533 Jane Hemstritch 23,500 – – 67,500 91,000 91,000
Jane S Hemstritch3 2017 212,724 – 17,358 230,082 Russell A Higgins AO 93,563 – – 6,420 99,983 99,983 Director 2016 – – – – Nora L Scheinkestel 91,549 – – 8,775 100,324 100,324
Russell A Higgins AO 2017 275,384 426 19,616 295,426 Margaret L Seale 269,540 – – – 269,540 269,540 Director 2016 256,225 705 19,308 276,238 Steven M Vamos 40,000 – – – 40,000 40,000
Nora L Scheinkestel 2017 296,194 – 19,616 315,810 Trae A N Vassallo – – – – – – Director 2016 285,692 – 19,308 305,000 Chin Hu Lim 20,274 – – 597 20,871 –
Margaret L Seale 2017 250,384 – 19,616 270,000 Sub total 628,758 – – 83,292 712,050 645,479 Director 2016 250,692 – 19,308 270,000 Senior Executives
Steven M Vamos 2017 247,384 1,833 19,616 268,833 Andrew Penn 986,763 73,376 241,573 – 1,301,712 418,302 Director 2016 247,692 1,252 19,308 268,252 Warwick Bray 176,830 38,248 42,748 – 257,826 95,622
Trae A N Vassallo5 2017 230,923 – 4,077 235,000 Robyn Denholm 25,913 – – – 25,913 23,913 Director 2016 165,292 – 2,932 168,224 Will Irving 1,160,406 32,514 158,294 – 1,351,214 239,867
Chin Hu Lim4,5 2017 67,105 – 1,185 68,290 Brendon Riley 1,289,953 42,606 224,911 (264,000) 1,293,470 1,293,470 Former Director 2016 232,445 – 4,104 236,549 Kevin Russell – 6,260 – – 6,260 6,260
2017 2,858,250 7,433 159,932 3,025,615 Kate McKenzie 619,290 – – – 619,290 451,592 Total 2016 2,101,737 3,063 127,711 2,232,511 Sub total 4,259,155 193,004 667,526 (264,000) 4,855,685 2,529,026
1. Includes fees for membership on Board Committees. Total 4,887,913 193,004 667,526 (180,708) 5,567,735 3,174,505 2. Includes the cost value of Telstra products and services (such as Foxtel) provided to Directors without charge to allow them to familiarise themselves with Telstra’s products and services and with recent technological developments. The value of non-monetary benefits have been grossed up for FBT by the relevant FBT rates. Each equity instrument exercised or granted in FY17 (where applicable) in the table above, was issued by Telstra and resulted or will result in one ordinary Telstra share per equity instrument exercised or granted. 3. Ms Hemstritch qualifies as KMP from 12 August 2016 being the date that she was appointed as a non-executive Director. 1. Total shareholdings include shares held by our KMP and their related parties. Unless related to our employee share plans, shares acquired or disposed of by our KMP 4. Mr Lim retired from the Board on 11 October 2016. and their related parties during FY17 were on an arm’s length basis at market price. 5. As Mr Lim and Ms Vassallo are overseas residents, their superannuation contributions for FY17 are less than the contributions for Australian resident non-executive Directors. 2. For those non-executive Directors and Senior Executives who qualified as a KMP during the financial year, the balance as at 1 July 2016 represents shares held as at the date on which they became KMP. Refer to section 1.1 for further information. 3. STI Restricted Shares granted during FY17 relate to the FY16 STI plan which was allocated on 7 November 2016. However, the allocation of Restricted Shares under the FY17 STI plan will be made after the reporting date of 30 June 2017, therefore they have not been included in the table above. 4. This column relates to those equity instruments that have been provided as Restricted Shares during this financial year. For FY17, this relates to the FY14 LTI plan that was performance tested last financial year. Ms McKenzie’s FY14 LTI plan vested as Restricted Shares after she ceased being KMP. These are disclosed in Table 6.4. 5. For those non-executive Directors and Senior Executives who ceased as a KMP during the financial year, the balance as at 30 June 2017 represents shares held as at the date on which they ceased being KMP. Refer to section 1.1 for further information. For Ms McKenzie, this includes 64,264 Restricted Shares allocated under the FY15 STI plan, 32,132 of which became unrestricted after ceasing as KMP and 32,132 of which, on her departure, remained on foot and subject to the original Restriction Period ending 30 June 2017. 6. Nominally refers to shares held either indirectly or beneficially by KMP and shares held by their related parties, including those acquired under Directshare for non-executive Directors, as well as certain Restricted Shares held by Senior Executives. These shares are subject to a restriction period, such that the non-executive Director or Senior Executive is restricted from dealing with the shares until the Restriction Period ends. Refer to note 5.2 to the financial statements for further details.
64 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 65 Remuneration Report | Telstra Annual Report 2017
6.7 Glossary Average Investment Average investment over the period is the average of the sum of net debt and shareholders’ funds over STI Short Term Incentive the entire three year performance period. STI Deferral plan Senior Executives are provided with a percentage of their actual STI payment in the form of Clawback Event Includes fraud, gross misconduct or material breach of obligations of the Senior Executive or behaviour Restricted Shares. that brings Telstra into disrepute, may negatively impact Telstra’s long term financial strength or results in a significant and unintended deterioration in Telstra’s financial performance. It also includes where the Straight-line Vesting Describes the vesting calculation between target and stretch of an LTI plan, where the payout between financial results that led to the Performance Rights or Restricted Shares being granted are subsequently two levels is based on equal increments determined by performance. shown to be materially misstated. Total Income Total Telstra income excluding profit/loss on land and building disposals. EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation. Total Remuneration The sum of all the fixed and variable components of remuneration as detailed in table 6.1 for Senior EBITDA for STI Earnings Before Interest, Tax, Depreciation and Amortisation (excluding profit/loss on land and Executives, and all the remuneration components as detailed in table 6.5 for non-executive Directors. building disposals).
FCF for LTI Annual FCF adjusted for interest paid and non-recurring factors such as spectrum licence purchases, acquisitions (ie the removal of trading cashflows and purchase prices of those entities acquired), divestments (ie re-instate forecasted trading cashflows and sale proceeds for those entities disposed) and material regulatory adjustments that impact on pricing that was assumed when setting plan targets.
FCF ROI The average of the annual FCF for LTI over the performance period expressed as a percentage of the Average Investment over the performance period.
FCF for STI FCF adjusted for spectrum license purchases, acquisitions and divestments.
Fixed Remuneration Base salary plus company and private salary sacrificed superannuation contributions.
FCF Free Cashflow from operating and investing activities.
GE Group Executive
KMP Key Management Personnel
LTI Long Term Incentive
NBN Transaction Agreements with nbn co and the Government in relation to Telstra’s participation in the rollout of the nbn™ network. This includes the entire Definitive Agreement receipts, any impacts the nbn™ has on our existing products, costs associated with connecting customers to the nbn™ network and any tax, interest or debt impacts of nbn™ related changes in profit or cash. Any nbn™ related commercial works are excluded from this definition.
NPS Net Promoter Score which is a non financial measure in Telstra’s STI plan and consists of two components, Strategic NPS and Episode NPS. The Strategic NPS measure is based on Telstra’s customers’ response to a question on likelihood of recommending Telstra on a scale of 0 to 10, asked within third party surveys. The Episode NPS measure is based on responses to internal surveys following actual service experiences customers had with Telstra. Refer to 2.3(c) for further information.
Performance Right A right to a share (which, depending on the plan, may be a Restricted Share) at the end of a performance period, subject to the satisfaction of certain performance measures and service conditions.
Permitted Reason For both LTI plans and STI Deferral plans death, total and permanent disablement, certain medical conditions, redundancy, and retirement or mutual separation (where notice of retirement is given or a separation agreement is entered six months after the actual date of allocation) are permitted reasons.
Restricted Share A Telstra share that is subject to a Restriction Period.
Restriction Period A period during which a Telstra share is subject to a service condition and cannot be traded. Restricted Shares are transferred to a Senior Executive on the first day after the end of the Restriction Period that the Senior Executive is able to deal in shares under Telstra’s Securities Trading Policy.
RTSR Relative Total Shareholder Return
Senior Executive Refers to the CEO and those executives who are KMP with authority and responsibility for planning, directing and controlling the activities of the company and Group, directly or indirectly.
Service Agreement A Senior Executive’s contract of employment.
SSU Structural Separation Undertaking
66 | Telstra Corporation Limited and controlled entities Telstra Corporation Limited and controlled entities | 67 Section Title | Telstra Annual Report 2017
Directors’ Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia Report GPO Box 67 Melbourne VIC 3001 Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au
Rounding Auditor’s Independence Declaration to the Directors of Telstra Corporation Limited The Telstra Entity is a company of the kind referred to in the Australian Securities and Investments Commission Corporations As lead auditor for the audit of Telstra Corporation Limited (Rounding in Financial/Directors’ Reports) Instrument 2016/191, for the financial year ended 30 June 2017, I declare to the dated 24 March 2016 and issued pursuant to section 341(1) of best of my knowledge and belief, there have been: the Corporations Act 2001. As a result, amounts in this Directors’ (a) no contraventions of the auditor independence requirements Report and the accompanying financial report have been of the Corporations Act 2001 in relation to the audit; and rounded to the nearest million dollars ($m), except where otherwise indicated. (b) no contraventions of any applicable code of professional conduct in relation to the audit. This report is made on 17 August 2017 in accordance with a resolution of the Directors. This declaration is in respect of Telstra Corporation Limited and the entities it controlled during the financial year.
Ernst & Young Financial John P Mullen Chairman 17 August 2017 Report Andrew Price Partner 17 August 2017
Andrew R Penn Chief Executive Officer and Managing Director A member firm of Ernst & Young Global Limited Liability limited 17 August 2017 by a scheme approved under Professional Standards Legislation
68 | Telstra Corporation Limited and controlled entities 69 NotesTelstra to the financial statements Corporation (continued) Limited Telstra nan al Report 2017 NotesIncome to the financial statements (continued) TelstraTelstra Financial Report 2017 and controlled entities Statement