Telus 2005 Annual Report Download - page 51

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page 50
b) oversee the work of the external auditors and review and approve the
annual audit plan of the external auditors, including the scope of the audit
to be performed and the degree of co-ordination between the plans of the
external and internal auditors. The Committee will discuss with the
internal auditors, the external auditors and management, the adequacy and
effectiveness of the disclosure controls and internal controls of the
Company and elicit recommendations for the improvement of such
controls or particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis will be given to the
adequacy of internal controls to prevent or detect any payments,
transactions or procedures that might be deemed illegal or otherwise
improper;
c) meet regularly with the external auditors without management present and
ask the external auditors to report any significant disagreements with
management regarding financial reporting, the resolution of such
disagreements and any restrictions imposed by management on the scope
and extent of the audit examinations conducted by the external auditors;
d) pre-approve all audit, audit-related and non-audit services to be provided
to the Company or any of its subsidiaries, by the external auditors (and its
affiliates), in accordance with applicable securities laws;
e) annually review the qualifications, expertise and resources and the overall
performance of the external audit team and, if necessary, recommend to
the Board the termination of the external auditors or the rotation of the
audit partner in charge;
f) at least annually, obtain and review a report by the external auditors
describing: the firm’s internal quality-control procedures; any material
issues raised by the most recent internal quality control review, or peer
review of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps taken to
deal with such issues; and all relationships between the external auditors
and the Company;
g) annually assess and confirm the independence of the external auditors and
require the external auditors to deliver an annual report to the Committee
regarding its independence, such report to include disclosure regarding all
engagements (and fees related thereto) by the Company and relationships
which may impact the objectivity and independence of the external
auditors;
h) require the external auditors to deliver an annual acknowledgement in
writing to the Committee that the shareholders, as represented by the
Board and the Committee, are its primary client;
i) review post-audit or management letters, containing recommendations of
the external auditors and management’s response;