Information Circular - About TELUS

Pierre Ducros – Pierre was, until 1996, the Chairman,
President and Chief Executive Officer of DMR Group Inc., an
information technology company which he co-founded in 1973.
He has also served on several boards and human resources
and compensation committees of large companies, including
Manulife Financial, as well as on boards for companies such
as Laurentian Group, where he was the Chair, and Cognos
Incorporated. He was also formerly the Chair of the human
resources and compensation committee at Emergis Inc. He is
well-versed in governance principles and issues associated
with the development and oversight of compensation programs.
He has been a member of the Committee since 2009 and
is also a member of our Corporate Governance Committee.
Further information about the Committee members can be found
under Director biographies starting on page 16.
Meetings
The Committee meets at least once each quarter and reports
to the Board on its activities. The matters reviewed are based on
its mandate and annual work plan. At each regularly scheduled
quarterly meeting, the Committee holds an in-camera session
without management present. The Committee also regularly
holds an in-camera session with only the compensation
consultant present, and the Committee Chair meets privately
with the compensation consultant before each Committee
meeting, and at other times on an as-needed basis. Since 2009,
the Committee also holds an in-camera session with the
Executive Vice-President, Human Resources at each regularly
scheduled meeting. The Committee held four meetings in 2011.
Compensation Committee advisors
The Committee has retained Meridian as its independent
executive compensation consultant. Meridian provides
counsel to boards and management on executive and board
compensation. Meridian was first retained in February 2010.
Prior to February 2010, Hewitt Associates (now Aon Hewitt)
provided executive compensation consulting services to the
Committee.
The mandate of the executive compensation consultant
is to serve the Company and to work for the Committee in its
review of executive compensation, including advising on the
competitiveness of pay levels, executive compensation design
issues, market trends and technical considerations. The nature
and scope of services provided by Meridian to the Committee
in 2011 included:
. competitive market pay analyses and market trends for
executive compensation
. an independent risk assessment of pay policies and practices
40 . TELUS 2012 information circular
. ongoing support with regard to the latest relevant regulatory,
technical and accounting considerations impacting executive
compensation and executive benefits programs, including
proxy disclosure
. advice on the comparator group for benchmarking
compensation
. preparation for and attendance at Committee meetings and
selected management meetings.
The Committee does not direct Meridian to perform the above
services in any particular manner or under any particular
method. The Committee approves the annual work plan and
all invoices for executive compensation work performed by
Meridian. The Committee has the final authority to hire and
terminate Meridian as its executive compensation consultant
and the Committee evaluates Meridian’s contributions and
performance annually.
In addition to the services described above, Meridian
assisted in determining a comparator group and gathering
market information regarding director compensation in
2011. This information was used by the Corporate Governance
Committee in its determination of the Company’s director
compensation for 2011.
Meridian is required to obtain prior approval from the
Committee Chair (or his or her delegate) for any material work
for the Company or members of management, other than or
in addition to compensation services provided for the Company’s
directors or executive officers. In 2011, the only services Meridian
provided to the Company or its directors or management were
executive and director compensation services.
Executive and director compensation-related fees
The following table lists the fees billed by Meridian and Aon
Hewitt for the past two years.
($) Aon Hewitt Meridian
Type of work 2010 2011 2010 2011
Services related to
determining director
and executive officer
compensation 18,241 n/a 199,893 345,877 (2)
All other fees 180,230 (1) n/a nil nil
Total 198,471 n/a 199,893 345,877
(1) Includes fees for administering our Pulsecheck survey (our survey conducted
to gather team member feedback about the Company as a place to work) and
benefits consulting.
(2) Includes fees for a director compensation study and fees for a compensation
study relating to certain vice-president and senior vice-president positions
completed in 2011 which were not also completed in 2010.