Telus 2007 Annual Report Download - page 48

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4.2 External Auditors
The external auditors will report directly to the Committee and the Committee will:
a) appoint the external auditors, subject to the approval of the shareholders,
and determine the compensation of the external auditors;
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;