Promoting ethical and responsible behaviour

Internal policies and procedures

Telecom employees are responsible for ensuring that Telecom carries out its business activities in a way that maximises business opportunities, has due regard to all applicable legal and regulatory requirements and minimises Telecom's exposure to unacceptable legal and regulatory risk. Managers are responsible for making sure that Telecom people are given appropriate information and training to assist them in complying with legal, regulatory and policy compliance obligations.

Telecom has a number of core internal policies and procedures, including:

Telecom is adopting an integrated compliance framework consistent with AS/NZ-3806 Compliance Programmes over a three-year cycle and implementation is monitored by the Audit and Risk Management Committee. In addition, an Undertakings Compliance Framework operates to drive compliance with the Operational Separation Undertakings.

Further detail on selected policies and procedures is set out below.

Code of Ethics

Telecom expects its employees and directors to maintain the highest ethical standards. Telecom's Code of Ethics (PDF 90KB) establishes the framework by which Telecom people (including the CEO and CFO) are expected to conduct their professional lives by facilitating behaviour and decision-making that meets Telecom's business goals and is also consistent with Telecom's values, policies and legal obligations. The Code of Ethics is available to all Telecom employees via Telecom's intranet site.

The Code of Ethics (PDF 90KB) addresses:

  • Conflicts of interest;
  • Receipt of gifts;
  • Corporate opportunities;
  • Confidentiality;
  • Expected behaviours (including to deal fairly and honestly with Telecom's people, professional advisers, customers and suppliers);
  • The proper use of Telecom's assets and information;
  • Compliance with laws and Telecom policies;
  • Delegated authority; and
  • Reporting issues regarding breaches of the Code of Ethics, legal obligations or other Telecom policies;

Telecom also has a Directors' Code of Ethics (PDF 105KB) which addresses similar topics and establishes the behaviour expected of directors.

Any amendment or waiver to the Code of Ethics and Directors' Code of Ethics will be posted here.

Copies of Telecom's Code of Ethics, Directors' Code of Ethics and board charter are also available free of charge on request to the Group Company Secretary by emailing telecomboard@telecom.co.nz.

Escalation procedures and whistle blowing

Any Telecom employee (including a contractor) who becomes aware of a legal, regulatory, policy or other compliance issue has a responsibility to report it using either of Telecom's breach reporting/whistle-blowing or financial compliance escalation frameworks. In addition, Telecom has a procedure whereby accounting, auditing or internal control breaches or concerns may be reported confidentially to the Audit and Risk Management Committee.

Insider Trading Policy and trading in Telecom shares

Directors and employees are subject to restrictions under the law relating to dealing in Telecom securities and other related Telecom derivatives if they are in possession of inside information. Inside information is information that is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Telecom securities.

To help ensure compliance with these legal requirements the Insider Trading Policy (PDF 98KB) specifies that no director or Telecom employee may buy or sell Telecom shares while in possession of inside information. The policy also states that directors and Telecom employees in possession of inside information cannot directly or indirectly advise or encourage any person to deal in Telecom shares. The policy sets out additional rules for directors, executives, direct reports to the executive and certain other Telecom employees.

Compliance with the Insider Trading Policy (PDF 98KB), is monitored through education and notification by Telecom's share registrar when any director or officer engages in trading activities. Any breach of the Insider Trading Policy would be regarded very seriously. In addition, as required by the Securities Markets Act 1988 and the Securities Markets (Disclosure of Relevant Interests by Directors and Officers) Regulations 2003, all trading by directors and officers is reported to NZX. Trading by directors is also reported to ASX and NYSE.

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