Information Circular - About TELUS

Mandate
COrPOrATE GOvErNANCE COMMITTEE rEPOrT
The mandate of the Corporate Governance Committee is
to assist the Board in fulfilling its oversight responsibilities to
ensure that TELUS has an effective corporate governance
regime. The Committee is responsible for monitoring corporate
governance developments, emerging best practices and the
effectiveness of our corporate governance practices. The
Committee is also responsible for identifying, recruiting and
recommending nominees for election as directors, providing
ongoing development for directors and overseeing Board and
director evaluations. The Committee assesses and makes
recommendations to the Board for its determination of the
independence, financial literacy, financial expertise, and
accounting or related financial management expertise of
directors, as defined under corporate governance rules and
guidelines. As a result of the risk oversight review initiated
in 2010, the Committee expanded its mandate over aspects
of risk management in 2011, and is now responsible for
monitoring and reviewing insurance, claims and property
risks and environmental matters and recommending to
the Board for approval environmental policies.
Membership
The current membership of the Committee is as follows:
Name Independent
Dick Auchinleck (Chair) Yes
Pierre Ducros Yes
Rusty Goepel Yes
Don Woodley Yes
John Butler was also a member of the Committee until
May 5, 2011.
Meetings
The Committee meets at least once each quarter and reports
on its activities to the Board. Activities reviewed are based on
its mandate and annual work plan. At each regularly scheduled
quarterly meeting, it holds an in-camera session without
management present. The Committee held four meetings
in 2011.
32 . TELUS 2012 information circular
Highlights
Say on pay and Shareholder engagement
In 2011, the Committee undertook the following initiatives
with respect to the Company’s say on pay and shareholder
engagement policy:
. evaluated the adequacy of the Company’s say on pay policy
and Shareholder engagement practices
. reviewed and reported on Shareholder communications
received in the Board inbox (board@telus.com) on a quarterly
basis as well as any correspondence from the Board or
committees sent in response to such communications.
Director evaluation
The Committee continued its comprehensive annual Board
evaluation program in 2011, with a view to further fostering the
objectives of:
. continuing to maintain Board performance at an
exceptional level
. ensuring that the Board is continuously comprised of
directors who will bring fresh ideas and perspectives to
the Company, and who possess a mix of expertise and
attributes that can best advance and oversee the strategy
and direction of the Company
while recognizing that constant changes to the Board are
unduly disruptive and should be avoided. Our director evaluation
process is described in more detail on page 28.
Director search and succession planning
During the year, the Committee refreshed its review of the skills,
attributes and tenure of the current directors in light of the
business strategy and direction of the Company and prioritized
certain desired skills and attributes for succession planning
purposes, which include experience with the new content aspect
of our business, technology and industry knowledge, executive
compensation, audit committee financial expertise and diversity.
The Committee maintains an evergreen list of potential director
candidates. When recruiting new directors, the Committee
considers, among other things, the vision and business strategy
of the Company, the skills and competencies of the current
directors, the existence of any gaps in Board skills and the
attributes and experience new directors should have in order
to best enhance the Company’s business plan and strategies.
While the Board does strive for diversity and takes into account
factors such as gender, ethnic background, geographic origin
and other personal characteristics when considering new
directors, the Board considers the knowledge, skills, experience