Governance Statement

As a result of Telecom's stock exchange listings in New Zealand and Australia it is subject to the governance requirements in each of these jurisdictions, including:

The New Zealand Exchange Limited's (NZSX) listing rules and Corporate Governance Best Practice Code
The New Zealand Financial Market Authority (FMA)'s report 'Corporate Governance in New Zealand Principles and Guidelines' (FMA Principles and Guidelines)
The Australian Securities Exchange (ASX) listing rules and ASX Corporate Governance Council Principles and Recommendations (ASX CGC Principles and Recommendations)

This section of Telecom's website is intended to provide an overview of the governance structures and processes which have been implemented to ensure that Telecom meets these governance requirements. For a checklist cross-referencing the recommendations of NZX, the ASX CGC Principles and Recommendations and the FMA's Principles and Guidelines with Telecom's principal governance documents see the Corporate Governance Checklist.

Telecom's approach to corporate governance	Board of Directors	Board Committees
Governance framework Compliance with best practice	Role & responsibilities Board Membership, size & composition Board performance review	Board committees and membership Committee Charters Committee composition Committee roles and operations Committee roles responsibilities and membership

Audit governance & independence	Controlling and managing risks	Promoting ethical and responsible behaviour
Audit & Risk Management Committee External audit independence Independence of external auditors	Approach to risk management Risk Management Roles & responsibilities Internal audit	Internal policies and procedures Code of Ethics Escalation Procedures and whistle blowing Policy and trading in Telecom shares Insider trading Diversity at Telecom

Market disclosure	Remuneration	Other matters
Market disclosure policy and shareholder communications	Non-executive director remuneration Employee remuneration CEO remuneration	Kiwi Share