Telus 2005 Annual Report Download - page 49

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page 48
Appendix A: Terms of Reference for the Audit Committee
The Board has established an Audit Committee (the “Committee”) to assist the Board in
fulfilling its oversight responsibilities regarding the integrity of the Company’s
accounting and financial reporting, the Company’s internal controls and disclosure
controls, the Company’s legal and regulatory compliance, the Company’s ethics policy
and timeliness of filings with regulatory authorities, the independence and performance
of the Company’s external and internal auditors, the management of the Company’s risks,
the Company’s credit worthiness, treasury plans and financial policy and the Company’s
whistleblower and complaint procedures.
1. MEMBERSHIP
1.1 The Committee will have a minimum of three members, including the chair of the
Committee. The Board, following the recommendation of the Corporate
Governance Committee, will appoint and remove the members of the Committee
by a majority vote. The members will sit on the Committee at the pleasure of the
Board.
1.2 The Board, following the recommendation of the Corporate Governance
Committee, will appoint the chair of the Committee from the Committee’s
members by a majority vote. The chair of the Committee will hold such position
at the pleasure of the Board.
1.3 All members of the Committee will be Independent Directors.
1.4 All members of the Committee will be financially literate, as defined in
accordance with applicable securities laws and standards of the stock exchanges
on which the Company’s securities are listed.
1.5 At least one member of the Committee will be an audit committee financial
expert, as defined in accordance with applicable securities laws, and at least one
member of the Committee will have accounting or related financial management
expertise, as defined in accordance with applicable securities laws.
2. MEETINGS
2.1 The Committee will meet at least once each quarter and otherwise as necessary.
Any member of the Committee may call meetings of the Committee.
2.2 All directors of the Company, including management directors, may attend
meetings of the Committee provided, however, that no director is entitled to vote
at such meetings and is not counted as part of the quorum for the Committee if he
or she is not a member of the Committee.
2.3 Notwithstanding section 2.2 above, the Committee will, as a regular feature of
each regularly scheduled meeting, hold an in-camera session with the external
auditors and separately with the internal auditors, without management or
management directors present. The Committee may, however, hold other in-
camera sessions with such members of management present, as the Committee
deems appropriate.