Telus 2005 Annual Report Download - page 52

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page 51
j) review reports of the external auditors; and
k) pre-approve the hiring of employees and former employees of current and
former auditors.
Notwithstanding section 4.2(d) above, the Committee may delegate the pre-
approval of audit, audit-related and non-audit services to any one member of the
Committee, provided, however, a report is made to the Committee on any pre-
approval of such services at the Committee’s first scheduled meeting following
the pre-approval.
4.3 Internal Auditors
The internal auditors will report functionally to the Committee and
administratively to the Chief Financial Officer and the Committee will:
a) review and approve management’s appointment, termination or
replacement of the Chief Internal Auditor;
b) oversee the work of the internal auditors including reviewing and
approving the annual internal audit plan and updates thereto;
c) review the report of the internal auditors on the status of significant
internal audit findings, recommendations and management’s responses
and review any other reports of the internal auditors; and
d) review the scope of responsibilities and effectiveness of the internal audit
team, its reporting relationships, activities, organizational structure and
resources, its independence from management, its credentials and its
working relationship with the external auditors.
The internal auditors will report quarterly to the Committee on the results of
internal audit activities and will also have direct access to the chair of the
Committee when the internal auditors determine it is necessary.
4.4 Whistleblower, Ethics and Internal Controls Complaint Procedures
The Committee will ensure that the Company has in place adequate procedures
for:
a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal controls or auditing matters; and
b) the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
The CEO or CFO will report to the Committee, and the Committee will review
such reports, on any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company’s internal controls.
Where the CEO, CFO and/or the Chief Internal Auditor are named in a complaint,
the Director of Ethics and Internal Controls will speak directly with the Chair of
the Committee.