At TELUS, we have a strong commitment to excellence in corporate governance and full and fair disclosure. In our effort to remain a governance leader, we continually strive for high standards and pursue new approaches that ensure greater transparency and integrity in what we do.
Passion for good governance
Each year, we implement enhancements that help us achieve good governance and increase investor confidence. Some of the new practices we adopted in 2011 include:
- Voluntarily holding our first annual say-on-pay vote on executive compensation, which received 80 per cent approval from shareholders
- Balancing key risk oversight responsibilities between the full Board and the various Board committees, and implementing enhanced key risk quarterly reporting by risk owners
- Strengthening our fraud risk assessment efforts with the establishment of a Fraud Governance Committee to provide oversight for external and internal fraud issues
- Voluntarily adopting a tax conduct and risk management policy to enhance the management and mitigation of potential risks.
Visit telus.com/governance for a full statement of TELUS' corporate governance practices, including disclosure regarding our governance practices compared to those required by the NYSE, or refer to the TELUS 2012 information circular.
In keeping with our commitment to best-in-class corporate governance, we take a proactive approach and often go beyond what is legally required. Some of our voluntary practices include:
- Having a majority voting policy for the election of directors
- Continuing to enhance shareholder engagement and
communication with , which enables you
to contact the Board directly on shareholder matters
Continuously improving our enterprise risk governance
- Including Board members in our internal risk assessment survey
- Assessing perceptions of risk resiliency, appetite and tolerance, and integrating risk management into key decision processes
- Evaluating correlations between key risks, such as those that impact the customer experience
- Securing independent verification of select information in the TELUS corporate social responsibility (CSR) report
- Complying with the independence definition provisions of the New York Stock Exchange (NYSE) governance standards
- Sharing publicly our policies on corporate disclosure and insider trading at telus.com/governance, including the entire Board policy manual and all Board committees' terms of reference.
Growing integrity in the workplace
Recognizing that how we work is as important as what we do, we strive to ensure all team members adhere to the highest level of ethics and integrity with all stakeholders. Each year, we scan the global business and legal environment for leading practices and new legislation related to ethics, and update our policy accordingly. In 2011, we enhanced the information relating to competing fairly and effectively dealing with governments.
We also updated our mandatory online learning course, TELUS Integrity 2011, which helps team members and contractors make effective decisions regarding ethical, respectful workplace, security and privacy issues. In early 2012, we are implementing a new supplier code of conduct, which is based on universally accepted business principles and is consistent with leading practices around the world.
We continue to provide the Ethics Line for anonymous and confidential questions or complaints on accounting, internal controls or ethical issues. Calls are handled by an independent agency 24 hours a day, offering multi-language services to internal and external callers.
In 2011, 302 calls were received by the Ethics Line, 265 of which involved advice on ethical situations or complaints. Each complaint was investigated, resolved appropriately and reported to the Human Resources and Compensation Committee and the Audit Committee. The Ethics Office determined that 65 breaches of the policy occurred, but none involved fraud by team members with a significant role in internal controls over financial reporting. Of all complaints made to our Ethics Office since it began in 2003, no breaches have involved fraudulent financial reporting.
Increasing investor confidence
Keeping investors up to date and informed is a key priority for TELUS and an integral part of our proactive approach to investor relations. In 2011, TELUS participated in many investor activities, including five conference calls and simultaneous webcasts, four industry conference presentations and several investor road shows. To view past and upcoming events, visit telus.com/investors. In 2011, TELUS executives met with more than 160 institutional investors (comprising the majority of TELUS shareholdings as well as debt holders and prospective equity investors) in Canada, the United States and Europe.
In 2011, we continued to receive recognition for excellence in corporate governance and reporting.
- TELUS was recognized for having the eighth best annual report in the world by the Annual Report on Annual Reports in an international review, and is the only company to be in the top 10 for eight years
- Our 2010 shareholder disclosure package (annual and quarterly reporting, sustainability reporting, corporate governance disclosure and website) was again ranked as the best in Canada by the Canadian Institute of Chartered Accountants (CICA) in its annual corporate reporting awards. The TELUS CSR report was ranked second best by the CICA.