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TELUS Corporation
Annual Information Form
for the year ended December 31, 2009
March 10, 2010

Table of contents

  • Page 1
    TELUS Corporation Annual Information Form for the year ended December 31, 2009 March 10, 2010

  • Page 2
    ... STRUCTURE OF TELUS ...13 RATINGS ...17 MARKET FOR SECURITIES ...19 DIRECTORS AND OFFICERS ...20 INTERESTS OF EXPERTS ...23 AUDIT COMMITTEE ...23 MATERIAL CONTRACTS ...25 TRANSFER AGENTS AND REGISTRARS...26 ADDITIONAL INFORMATION ...26 APPENDIX A: TERMS OF REFERENCE FOR THE AUDIT COMMITTEE...

  • Page 3
    ...of new products (such as new HSPA devices), new services and supporting systems; and successful upgrades of TELUS TV technology); regulatory approvals and developments (including the incumbent local exchange carriers' (ILECs') obligation to serve; utilization of funds in the ILECs' deferral accounts...

  • Page 4
    CORPORATE STRUCTURE Name, Address and Incorporation TELUS was incorporated under the Company Act (British Columbia) (the BC Company Act) on October 26, 1998 under the name BCT.TELUS Communications Inc. (BCT). On January 31, 1999, pursuant to a court-approved plan of arrangement under the Canada ...

  • Page 5
    ... 100% Emergis Inc. (Federal) TELUS Communications Inc. (Federal) ≈89% 100% 1219723 Alberta ULC (Alberta) 10% TELE-MOBILE COMPANY / SOCIETE TELE-MOBILE (Ontario) < 1% 74% 26% TELUS Communications Company / Société TELUS Communications (British Columbia) In this Annual Information Form...

  • Page 6
    ...Section 2.2 Strategic imperatives, as well as progress on the Company's priorities for 2009 in MD&A Section 3: Key performance drivers. In 2008, TELUS purchased the remaining interests in Ambergris Solutions Inc. (TELUS International Philippines), in which TELUS first acquired a controlling interest...

  • Page 7
    ... - the public sector, healthcare, financial services, energy and telecom wholesale. TELUS operates global contact centre solutions in English, Spanish and French languages in Canada, and through TELUS International, the Philippines, Guatemala, El Salvador, Panama, and Nevada, U.S.A. TELUS Québec...

  • Page 8
    ...Finance and Corporate Strategy (which includes regulatory affairs and government relations) and Human Resources (which includes corporate communications and enterprise services). Business Overview TELUS Corporation provides a full range of telecommunications products and services. The Company is the...

  • Page 9
    ... number of employees in the wireless segment under a separate collective agreement. TELUS Sourcing Solutions Inc. ("TSSI") is a signatory to collective agreements with the BC Government and Services Employees' Union ("BCGEU") and the Canadian Union of Public Employees ("CUPE"). The contract with...

  • Page 10
    ...Canadian carriers and carrier holding companies, such as TELUS, with the time and ability to rectify ineligibility resulting from insufficient Canadian ownership of voting shares. Under the Ownership and Control Regulations, such companies may restrict the issue, transfer and ownership of shares, if...

  • Page 11
    ... incorporated into TELUS' Articles permitting the directors to make determinations to effect any of the foregoing actions. The Federal Government Throne Speech on March 3, 2010 and the Federal Budget on March 4, 2010 signalled an intention to consider opening the telecommunications services sector...

  • Page 12
    ... related to regulation generally and specifically in relation to future availability and cost of wireless spectrum and radiocommunication licences regulated by Industry Canada. Broadcasting services The Broadcasting Act governs all types of broadcasting activities including commercial off-air radio...

  • Page 13
    ...for further details related to regulation generally and specifically in relation to TELUS' broadcasting distribution undertakings and CRTC review of new media and internet traffic management practices. COMPETITION TELUS expects continued strong competition in the wireline and wireless businesses in...

  • Page 14
    ...convert such shares into an equivalent number of Common Shares. TELUS will provide notice to each holder of Common Shares before a general meeting of shareholders at which holders of Non-Voting Shares will be entitled to vote as a class. In such event, holders of Common Shares will have the right to...

  • Page 15
    ...Rights Plan. The Company has received the approval of the Toronto Stock Exchange with respect to the New Rights Plan, subject to shareholder ratification within six months of adoption. The New Rights Plan issued one right (a Series A Right) in respect of each Common Share outstanding as at such date...

  • Page 16
    ...-Voting Share outstanding as of such date. The Rights Plan has a term of just over nine years, subject to shareholder confirmation every three years. Each Series A Right or Series B Right, other than those held by an Acquiring Person (as defined in the Rights Plan) and certain of its related parties...

  • Page 17
    ...Ratings information contained in MD&A Section 7- Liquidity and capital resources to Section 7.7 - Credit Ratings is hereby incorporated by reference. TELUS' MD&A is available at sedar.com. Credit ratings are not recommendations to purchase, hold or sell securities and do not address the market price...

  • Page 18
    ... timely manner. The ratings range from R-1 (high) to D. Short-term debt rated R-1 (low) is of satisfactory credit quality. The overall strength and outlook for...some influence in its industry. Outlook S&P An obligator rated 'BBB' exhibits adequate protection parameters. However, adverse economic ...

  • Page 19
    ... the outlook designation. MARKET FOR SECURITIES TELUS' Common Shares and Non-Voting Shares are listed on the Toronto Stock Exchange (TSX) under "T" and "T.A" respectively and the TELUS Non-Voting Shares are listed on the New York Stock Exchange under "TU". Monthly share prices and volumes for 2009...

  • Page 20
    ...joined the Board on August 5, 2009. Each director's term of office will expire immediately after the upcoming annual and special general meeting in May 2010. Directors of TELUS (Name and municipality of residence) R.H. (Dick) Auchinleck (4 - Chair) (5) Calgary, Alberta A. Charles Baillie (3 - Chair...

  • Page 21
    ...2004 2000 2009 2001 Corporate Director 1995 Chairman, Stantec Inc. (engineering company) Corporate Director 1998 TELUS or its predecessors Member of Audit Committee Member of Human Resources and Compensation Committee Member of Corporate Governance Committee Member of Pension Committee All...

  • Page 22
    ...Vancouver, B.C. Eros Spadotto Toronto, Ontario Position held with TELUS President and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President, Human Resources Executive Vice President and President, TELUS Quebec and TELUS Health Solutions Executive Vice...

  • Page 23
    ...British Columbia. AUDIT COMMITTEE The Audit Committee of the Company supports the Board in fulfilling its oversight responsibilities regarding the integrity of the Company's accounting and financial reporting, internal controls and disclosure controls, legal and regulatory compliance, ethics policy...

  • Page 24
    ... be pre-approved by the Audit Committee of TELUS' Board of Directors. To enable this, TELUS has implemented a process by which all requests for services involving the External Auditor are routed for review by the VP Risk Management and Chief Internal Auditor to validate that the requested service is...

  • Page 25
    ... work Audit fees Audit-related fees Tax fees All other fees Total Deloitte & Touche $3,783,672 $184,500 $45,410 -$4,013,582 % 94.3 4.6 1.1 -100 MATERIAL CONTRACTS Please see the section entitled TELUS Rights Plan on page 15 of this document for a description of the Company's shareholder rights plan...

  • Page 26
    ...' and officers' remuneration, indebtedness and options to purchase securities, is contained in the TELUS information circular to be dated March 12, 2010 for the annual and special general meeting to be held on May 5, 2010. Additional financial information is provided in the Company's consolidated...

  • Page 27
    ... 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. 1.1 MEMBERSHIP The Committee will have a minimum of three members, including the...

  • Page 28
    ... public disclosure documents of the Company and those of its subsidiaries that are reporting issuers, including prospectuses, press releases with financial results and the Annual Information Form. b) d) e) f) 4.2 External Auditors The external auditors will report directly to the Committee...

  • Page 29
    a) b) appoint the external auditors, subject to the approval of the shareholders, and determine the compensation of the external auditors; 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 ...

  • Page 30
    ... Financial Officer and the Committee will: a) b) c) review and approve management's appointment, termination or replacement of the Chief Internal Auditor; oversee the work of the internal auditors including reviewing and approving the annual internal audit plan and updates thereto; review the report...

  • Page 31
    ... 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. The Chief Internal Auditor will report to...

  • Page 32
    ... with the policy; and quarterly reports from the Chief Compliance Officer on legal and regulatory compliance activities. b) c) d) 4.8 Risk Management The Committee will: a) b) c) d) e) consider reports on the annual enterprise business risk assessment and updates thereto; consider reports on the...

  • Page 33
    ... have the authority to: a) b) c) d) engage and set compensation for independent counsel and other advisors; communicate directly with the Chief Financial Officer, internal and external auditors, Chief Compliance Officer and Chief General Counsel; delegate tasks to Committee members or subcommittees...