Telstra 2010 AGM transcripts

November 22, 2010

Is the future fund voting against all resolutions today? What is the Future Fund's issue with our remuneration policies?

Stephen Mayne:
Could you clarify on whether the Future Fund is voting against all resolutions today?

Catherine Livingstone: Yes the Future Fund is voting against all resolutions today.

Stephen Mayne: That is bizarre. I don't know. David Murray ought to have his head read!

I mean, you can take an issue on the remuneration report, I guess, but to target our new female director - 2 months into her reign, is one of the most extraordinary votes by a big shareholder I've ever seen!

That is absolutely unbelievable that David Murray of the Future Fund has done that, and I would be very interested in hearing his defence of voting against a brand new director who has had nothing to do with any of the issues that have happened at Telstra in the past.

On remuneration madam chair, could you clarify what the Future Fund's problem is with our remuneration policies, and whether there are any other major shareholders that have expressed any concerns?

Usually when the two big proxy advisers recommend in favour, all the big shareholders follow. The shareholders association has a much harder line, they often go against when the big guys go in favour.

So could you clarify, what is David Murray's problem with remuneration, and what changes are you going to make given our largest shareholder, effectively the government, David Murray at the end of the day is appointed by the government to represent public sector superannuation savings - it's a funny thing to have the government voting against all resolutions like this, albeit through an independent agency.

So what dialogue is going to happen with the Future Fund in light of this extraordinary voting by that body at this meeting?

Catherine Livingstone: Well thank you Mr Mayne.

I don't think we can comment on the Future Fund. They've lodged their proxy and you see the results.

The points that I would clarify I think in relation to, in the remuneration report and the CFROI measure, as part of the LTI scheme, I did clarify that there is not expected to have any material impact on the cash flow in the period of the LTI plan from the NBN.

In case there were concerns and one had concerns, that somehow executives would benefit from this cash flowing from the NBN, and hence get their LTI award - that's not the case.

In relation to the election of the director, I also clarified that we did a very rigorous process around the identification of the skills we needed, bearing in mind the extent of the telco skills we had on the board, and identifying that in fact we needed stronger financial and analytical skills on the board hence the reason for asking Dr Nora Schienkestel to join the board.


Has anyone expressed any concerns about the new constitution? Why is your biggest shareholder at war with you?

Stephen Mayne: So Nora only got 79% with the Future Fund voting against. The remuneration only got 76.7% with the Future Fund voting against. I am just curious, I know you need 75% to get this resolution up, a super majority, I presume it is going to be a close run thing, which would be extraordinary - a government agency voting down a new and updated constitution for Telstra.

Has anyone expressed any concerns about any elements of the new constitution. I know the board coming down from 13 to 11, why would you create a maximum, which is a bit close to where you are now, so maybe people could criticise that.

Stephen Mayne: Are there any genuine governance concerns expressed by any of the proxy advisers or any other major shareholders - apart from the government associated Future Fund which has voted against.

Catherine Livingstone: No we've had no concerns expressed.

Stephen Mayne: But effectively here, a government agency has attempted to stop Telstra from shedding its old government constitution and having a new contemporary constitution.

Do you know what is going on here?

Why is your biggest shareholder at war, and voting willy-nilly against everything that is thrown up without any rhyme or reason?

Catherine Livingstone: Mr Mayne I think you'd have to seek clarification from the Future Fund on that, but as Ive said, we are not aware of any other shareholders having any concerns in relation to any of these matters on the change of the constitution, and that's why we are recommending in favour.