excellence in corporate
reporting and governance
At TELUS, we have a serious commitment to transparency, full and fair disclosure, and best practices in corporate governance.
We take a proactive approach to financial reporting and corporate governance, often going above and beyond what is required and, where practical, adopting early emerging best practices. The result of our approach is a series of initiatives across the company that sustain our commitment, ensure the effective management of TELUS, and thereby serve to increase investor confidence.
In 2004, we maintained our focus on strong corporate governance by building on our long-standing practices such as:
- separation of the roles of Chief Executive Officer and Board chair;
- at least quarterly meetings of the Audit Committee;
- the Chief Internal Auditor reporting to the Audit Committee and having regular quarterly discussions with the Audit Committee chair; and
- in-camera sessions at regularly scheduled Audit Committee meetings where committee members meet separately with the external auditor and the internal auditor without management being present.
We took additional steps in 2004 to update our insider trading policy, update our Board policy manual, roll out a corporate disclosure and confidentiality of information policy, and update our corporate security policies. The Pension Committee of the Board also conducted a comprehensive review in 2004 of the defined benefit and defined contribution pension plans' governance structure and recommended changes, which the Board approved, to streamline decision-making and more clearly delineate the responsibilities and areas of accountability of pension plan fiduciaries.
We made further enhancements to our comprehensive ethics policy, which ties together all policies regulating business behaviour and provides guidelines for the high standards of ethical conduct at TELUS. To promote ethical behaviour, all team members are asked annually to review our updated e.Ethics course, an online learning tool. Ninety-seven per cent of employees (excluding TELUS Mobility) completed the 2004 course. We also monitor and resolve calls made to our EthicsLine – a hotline for anonymous and confidential questions or complaints on accounting, internal controls or ethical issues – and then provide quarterly reports to the Audit Committee on the status and resolution of the calls. In 2004, the Ethics Office fielded 250 calls, of which 143 involved advice on ethical situations or complaints. At the end of 2004, the Ethics Office concluded there had been 22 breaches of the ethics policy and none involved fraud by any employee with a significant role in internal controls over financial reporting.
We continue to ensure robust processes are in place to identify, evaluate and mitigate key risks. In 2004, we enhanced our enterprise-wide risk management program by capturing enterprise and business unit specific risks; comparing and differentiating risks between our wireline and wireless business segments; and analyzing the perception of key risks by various management levels. In addition, we expanded our planning efforts to enable us to comply in 2006 with section 404 of the U.S. Sarbanes-Oxley Act regarding internal controls over financial reporting.
In 2005, we are continuing to look for ways to improve and enhance our corporate governance. For example, we will follow closely the development of the newly proposed Canadian National Instrument and National Policy on Corporate Governance.
A key component of our strong corporate governance efforts is the emphasis we place on communication to better meet investor needs. In 2004, we made additional enhancements to our Web site (telus.com/governance) such as publishing our insider trading policy, our Board policy manual, and copies of the certifications made by our Chief Executive Officer and Chief Financial Officer under the Sarbanes- Oxley Act and Canadian securities laws. We also Web cast our quarterly investor calls, made 11 conference presentations and held 122 investor meetings across North America and Europe. As we have for six years, we continue to publicly set measurable performance targets – 15 in recent years – which are updated at least quarterly. This type of comprehensive forward-looking information resulted in TELUS being ranked number one in the world for "strategy, objectives and outlook" as part of the annual report ranking by Corporate Essentials.
Our history of disclosure and governance excellence continues to be recognized. For example:
- For the tenth year in a row, TELUS was acknowledged for excellence in corporate reporting by the Canadian Institute of Chartered Accountants (CICA). In November, we received the Award of Excellence for the best annual report in Canada and the overall Award of Excellence in the Communications and Media sector.
- The TELUS 2003 annual report was ranked ninth globally out of 1,000 international companies, first in Canada and second in North America, in the 2004 Annual Report on Annual Reports by Corporate Essentials, the only international survey and ranking of company reports.
- Moody's Investors Service completed a corporate governance assessment of TELUS in July 2004, stating that the company has strong corporate governance practices.
For a full statement of TELUS corporate governance practices, including disclosure regarding our governance practices against those required of U.S. domestic issuers by the New York Stock Exchange, visit telus.com/governance or refer to the 2005 TELUS Information Circular.