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board policy manual - appendix l |
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Appendix M – Majority Voting PolicyIn an uncontested election of directors of TELUS Corporation (the “Company”), each director should be elected by the vote of a majority of the shares represented in person or by proxy at any shareholder’s meeting for the election of directors. Accordingly, if any nominee for director receives a greater number of votes “withheld” from his or her election than votes “for” such election, that director shall promptly tender his or her resignation to the Chair of the Board of Directors following the meeting. In this policy, an “uncontested election” means an election where the number of nominees for director equals the number of directors to be elected. The Corporate Governance Committee (the “Committee”) shall consider the offer of resignation and recommend to the Board whether or not to accept it. Any director who tenders his or her resignation may not participate in the deliberations of either the Committee or the Board. In its deliberations, the Committee will consider any stated reasons why shareholders “withheld” votes from the election of that director, the length of service and the qualifications of the director, the director’s contributions to the Company, the effect such resignation may have on the Company’s ability to comply with any applicable governance rules and policies and the dynamics of the Board, and any other factors that the Committee considers relevant. The Board shall act on the Committee’s recommendation within 90 days following the applicable meeting and announce its decision via press release, after considering the factors considered by the Committee and any other factors that the Board considers relevant. The Board expects to accept the resignation except in situations where extenuating circumstances would warrant the director to continue to serve on the Board. However, if the Board declines to accept the resignation, it should include in the press release the reasons for its decision. If a resignation is accepted, the Board may, in accordance with the Business Corporations Act (British Columbia) and the Company’s articles, appoint a new director to fill any vacancy created by the resignation or reduce the size of the Board. If a director does not tender his or her resignation in accordance with this policy, the Board will not re-nominate that director at the next election. Download Appendix M of the Board Policy Manual (22 KB, PDF)
Introduction
Appendix A - Terms of Reference for the Board Appendix B - Terms of Reference for a Director Appendix C - Terms of Reference for the Chair and CEO Appendix D - Terms of Reference for Committees of the Board Appendix E - Terms of Reference for the Audit Committee Appendix F - Terms of Reference for the Corporate Governance Committee Appendix G - Terms of Reference for the Human Resources and Compensation Committee Appendix H - Terms of Reference for the Pension Committee Appendix I - Director Compensation and Share Ownership Criteria Appendix J - Director Criteria and Search Process Appendix K - Chair and CEO Review Process Appendix L - Board and Director Evaluation Process Appendix M - Majority Voting Policy Return to board members and committees home |
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