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Information Circular - About TELUS

Information Circular - About TELUS

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<strong>Information</strong> about our retired directors<br />

Brian MacNeill retired from the Board, not standing for<br />

re-election at the 2011 annual general meeting. Until his<br />

retirement, Mr. MacNeill was our Audit Committee Chair.<br />

He attended two of two Board meetings and three of three<br />

Audit Committee meetings that were held in 2011 while<br />

he was a member of the Board and the Audit Committee.<br />

As noted on page 8, Ron Triffo is retiring and will not<br />

stand for re-election in 2012 at the Meeting. In 2011, Mr. Triffo<br />

was a member of our Audit Committee. He attended six<br />

of six Board meetings and five of five Audit Committee<br />

meetings in 2011.<br />

22 . <strong>TELUS</strong> 2012 information circular<br />

Maximum number of boards<br />

and interlocking boards<br />

The Corporate Governance Committee has considered the benefit<br />

of adopting limits on the number of boards and interlocking<br />

boards for directors to help ensure director objectivity and<br />

independence, and time availability. The Corporate Governance<br />

Committee is considering adopting a policy in 2012 to formalize<br />

the Company’s expectations in this regard. Currently, the<br />

Corporate Governance Committee assesses these matters on a<br />

case-by-case basis having regard to the specific circumstances.<br />

Directors are required to notify the Corporate Governance<br />

Committee Chair immediately of any significant changes in their<br />

circumstances that may affect their contribution to the <strong>TELUS</strong><br />

Board, and offer their resignation if appropriate. Significant<br />

changes in circumstances could include taking on any new<br />

directorships or a change in employment, residency or citizenship,<br />

geographical location or health. The Corporate Governance<br />

Committee considers whether the significant change in the<br />

director’s circumstances does affect his or her ability to contribute<br />

to the <strong>TELUS</strong> Board and makes a recommendation to the Board<br />

to accept or decline the resignation. In addition, directors are<br />

specifically assessed each year on their ability to devote sufficient<br />

time and attention to <strong>TELUS</strong> matters.

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