Information Circular - About TELUS

30 . TELUS 2012 information circular
COrPOrATE GOvErNANCE IN 2011
At TELUS, we have a strong commitment to best practices in
corporate governance. As part of our effort to remain a leader
in this important area, we continued to pursue opportunities for
improving corporate governance in 2011. Our most significant
initiatives last year are highlighted below.
risk oversight
As we first reported to you in 2011, our Board commenced an
extensive review of its roles and responsibilities for enterprise risk
identification, management and oversight in 2010. The review
was conducted in three parts: an assessment of the adequacy
of the Board’s framework for risk oversight, an assessment of
the key enterprise risks and an in-depth risk analysis of our
executive compensation programs.
In 2011, the Board continued to implement the risk oversight
initiatives it commenced in 2010. This included:
. approving changes to the TELUS Board Policy Manual to
reflect the reallocation of oversight responsibilities for certain
risks. Specific areas of risk oversight are now carried out
by different Board committees, with the Audit Committee
providing oversight of our overall risk management process.
See Section 10 of our Management’s discussion and analysis
in our 2011 annual report for a description of the principal
risks and uncertainties that may affect the Company’s future
business results
. participating, for the second year in a row, in the identification
of the Company’s enterprise key risks through an internal
risk control and assessment survey. The result was that the
Board’s perception of our top risks was significantly aligned
with the perceptions of the executive team
. attending education sessions for the entire Board on
enterprise risk management, internal audit and tax risk
governance and adopting a new Tax Conduct and Risk
Management Policy
. attending orientation sessions at the committee level for
the new risk areas allocated to the different committees
for oversight.
Insider Trading Policy
Prior to 2011, TELUS’ Insider Trading Policy prohibited short
selling and trading on puts, calls and options by directors and
senior management. In February 2011, our Board approved
changes to the policy, introducing a more expansive prohibition
against all short selling, equity monetization and hedging of
TELUS securities by directors, the executive team and all team
members who hold positions at or above the vice-president level.
Shareholder engagement and say on pay
Our Board of Directors has always believed in the importance
of regular and constructive dialogue with our Shareholders.
Some of our long-standing practices to encourage this include:
. annual general meetings held in locations across Canada
with an internationally accessible live webcast and feedback
survey so that Shareholders, wherever they are, can ask
questions of the Board and management and provide
comments
. maintaining a 1-800 investor line, ir@telus.com mailbox
and confidential ethics hotline and website to encourage
Shareholders and the public to contact us with questions
or concerns
. four quarterly earnings calls with webcasts and 2012 targets
call and webcast. These include executive presentations
with analysts and institutional investors, and feature open
question-and-answer sessions. The webcast, slides,
transcripts and audio replays are made available at
telus.com/investors
. executive tours and industry conferences in Canada and
the United States with analysts and investors
. inviting analysts and large institutional Shareholders to
participate in an annual and confidential investor perception
study administered by an independent third party.
In 2010, we established our Board email inbox (board@telus.com)
to provide Shareholders and other stakeholders with a tool
to communicate directly with the Board between annual
meetings. The Corporate Governance Committee considers
on a quarterly basis all communications sent to the Board inbox
and reviews and considers responses in relation to corporate
governance matters.