Telus 2012 Annual Report Download

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TELUS Corporation
Annual Information Form
for the year ended December 31, 2012
March 15, 2013

Table of contents

  • Page 1
    TELUS Corporation Annual Information Form for the year ended December 31, 2012 March 15, 2013

  • Page 2
    ...20 CAPITAL STRUCTURE OF TELUS ...20 RATINGS ...24 MARKET FOR SECURITIES ...26 DIRECTORS AND OFFICERS ...28 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ...32 INTERESTS OF EXPERT ...32 AUDIT COMMITTEE ...32 MATERIAL CONTRACTS ...35 TRANSFER AGENT AND REGISTRAR ...35 ADDITIONAL INFORMATION ...35...

  • Page 3
    ... price and brand competition; our ability to offer an enhanced customer service experience; industry growth rates including wireless penetration gain; network access line losses; subscriber additions and subscriber retention experience for wireless, TELUS TV® and TELUS high-speed Internet services...

  • Page 4
    ... in foreign ownership levels of TELUS; increased foreign control of certain AWS wireless entrants; interpretation and application of tower sharing and roaming rules; and amendments to consumer protection legislation by several provinces and a new Canadian Radio-television and Telecommunications...

  • Page 5
    ...-approved plan of arrangement under the Canada Business Corporations Act among BCT, BC TELECOM Inc. ("BC TELECOM") and the former Alberta-based TELUS Corporation ("TC"), BCT acquired all of the shares of BC TELECOM and TC in exchange for common shares and non-voting shares of BCT, and BC TELECOM...

  • Page 6
    ... Services Inc. (Federal) 2.6% TELUS Corporation (British Columbia) 100% 2.4% 95% TELUS Communications (Québec) Inc. (Québec) 100% Emergis Inc. (Federal) TELUS Communications Inc. (Federal) ≈89% 100% 1219723 Alberta ULC (Alberta) 10% TELE-MOBILE COMPANY / SOCIETE TELE-MOBILE (Ontario...

  • Page 7
    ... Our strategic intent is to unleash the power of the Internet to deliver the best solutions to Canadians at home, in the workplace and on the move. Our strategy for growth is to focus on our core telecommunications business in Canada supported by our international contact centre and outsourcing...

  • Page 8
    ... to business balances economic growth with environmental and social goals. We aim to integrate environmental considerations into our business and offer innovative communications solutions while protecting the environment. Our environmental policy seeks to meet applicable legal and other requirements...

  • Page 9
    ... service in 14 metropolitan areas across Canada in February 2012. By the end of 2012, coverage reached more than two-thirds of Canadians. Our urban LTE network operates on AWS spectrum that we acquired in Industry Canada's 2008 auction. LTE supports manufacturer-rated peak data download speeds...

  • Page 10
    ... with the Ontario Ministry of Health and Long-Term Care. Under the agreement, we manage, operate and maintain electronic processing systems and technology support services, which enable online, real-time processing of drug claims under the Ontario Public Drug Programs. In August 2012, we introduced...

  • Page 11
    .... In 2012, we also introduced a number of applications ("apps"), including: the free Optik Smart Remote app that Optik TV customers can download to their mobile phones or tablets and which allows customers to navigate the interactive program guide on the mobile device without interrupting the show...

  • Page 12
    ...caller ID and voicemail as standard on all TELUS rate plans; simplified device pricing with anytime upgrades through the Clear and Simple Device Upgrade program; replacing contract termination fees with a declining initial device subsidy balance; e.bills; enhanced international roaming notifications...

  • Page 13
    ... an improved customer experience. In May 2010, we created TELUS Customer Solutions by uniting two customer-facing business units, business solutions and consumer solutions under the leadership of Joe Natale, who was appointed Executive Vice-President and Chief Commercial Officer. This reorganization...

  • Page 14
    ...brand, executing a single strategy In June 2011, the membership of the Telecommunications Workers Union ("TWU") ratified a new collective agreement that currently covers approximately 11,000 active TELUS team members across Canada in our wireline and wireless business segments. The new agreement was...

  • Page 15
    .... Highlights of the agreement include improved hours of work and scheduling provisions for frontline customer experience team members, improved ability to reengage retired team members and provisions to enable continued participation in TELUS' At Home Agent and Work Styles programs. In the province...

  • Page 16
    ... that is established under applicable federal legislation or any provincial legislation relating to the establishment of pension fund societies. (iii) (iv) The Ownership and Control Regulations provide Canadian carriers and carrier holding companies, such as TELUS Corporation, with the time and...

  • Page 17
    ... procedures in 2012 in response to a complaint from Globalive Wireless Management Corp ("Globalive"). On December 5, 2012, the CRTC denied Globalive's request for a review of the ownership of TELUS in Telecom Decision CRTC 2012-665. The federal government announced on March 14, 2012 that it...

  • Page 18
    ... relation to radiocommunication licences regulated by Industry Canada. Radiocommunications spectrum licences We hold radiocommunication spectrum licences and authorizations for a variety of wireless services and applications, both mobile and fixed. We hold significant 1.9 GHz personal communications...

  • Page 19
    ... be frozen at current rates. In April and October 2012, the federal government initiated written consultations to develop the rules for two spectrum auctions. On March 7, 2013, Industry Canada announced that the auction spectrum in the 700 MHz band will begin on November 19, 2013, to be followed by...

  • Page 20
    ...610 $0.640 $2.440 2011 $0.525 $0.550 $0.550 $0.580 $2.205 2010 $0.475 $0.500 $0.500 $0.525 $2.000 (1) Paid on or about the first business day of the next month. Our shareholders received a total of $2.44 per share in declared dividends in 2012, which was an increase of 10.7% from 2011. Our Board...

  • Page 21
    ... Articles of the Company, will be put to a shareholder vote at our upcoming annual and special meeting to be held on May 9, 2013. Also, on March 13, 2013, the Board approved a two-for-one stock split of the issued and outstanding Common Shares. Upon completion, the number of shares outstanding will...

  • Page 22
    ... being proposed, will be put to a shareholder vote at our upcoming annual and special meeting to be held on May 9, 2013, further details of which will be provided in the information circular for this meeting. First Preferred shares The First Preferred shares may be issued from time to time in one or...

  • Page 23
    ... Date"), which was ratified by shareholders of both share classes at the May 2010 annual and special meeting and is required to be put to a shareholder vote for re-confirmation at the May 2013 annual and special meeting. Under the current Rights Plan, TELUS issued one right (a "Series A Right") in...

  • Page 24
    ...BBB (low) credit rating by DBRS Ltd. or the securitization trust may require the sale program to be wound down. The rating agencies regularly evaluate TELUS and/or TCI, and their ratings of our longterm and short-term debt are based on a number of factors, including our financial strength as well as...

  • Page 25
    ...'s issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). An...

  • Page 26
    ... to onetime rating fees for certain agencies when debt is initially issued. We reasonably expect that such payments will continue to be made for rating services in the future. MARKET FOR SECURITIES Trading Price and Volume TELUS' Common Shares are listed on the TSX under the symbol "T" and the...

  • Page 27
    ... of Issue Public Offering Price Application of Proceeds Notes due 2023 $500,000,000 March 15, 2023 $497,415,000 $998.83 Net proceeds used to repay outstanding commercial paper and pending any such use, invested in bank deposits and short term marketable securities. The commercial paper indebtedness...

  • Page 28
    ... Roberts, Washington Stockwell Day (2) West Kelowna, B.C. Pierre Y. Ducros(3)(4) Montréal, Québec 1989 2011 2005 President of P. Ducros & Associés Inc. (investment and administration firm) President and Chief Executive Officer, TELUS Corporation Darren Entwistle Vancouver, B.C. 2000 28

  • Page 29
    ... Ottawa, Ontario 2009 2012 President & Chief Executive , Canadian Council of Chief Executives Corporate Director Donald (Don) Woodley (4) (5 - Chair) Mono Township, Ontario (1) (2) (3) (4) (5) 1998 TELUS or its predecessors Member of Audit Committee. Member of Human Resources and Compensation...

  • Page 30
    ..., Ontario Eros Spadotto Oakville, Ontario Monique Mercier Vancouver, B.C. Bill Sayles Vancouver, B.C. Position held with TELUS President and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President, Human Resources & Chief Corporate Officer Executive...

  • Page 31
    ... subject to such an order issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and resulted from an event that occurred while that person was acting in that capacity, or any order which denied such company access to any exemption...

  • Page 32
    ..., legal and regulatory compliance, ethics policy and timeliness of filings with regulatory authorities, the independence and performance of the our external and internal auditors, the management of the our risk, credit worthiness, treasury plans and financial policy and whistleblower and complaint...

  • Page 33
    ... or related financial management expertise. The following lists the relevant education and experience of the members of TELUS' Audit Committee that is relevant to his role on the committee. Bill MacKinnon chairs the Audit Committee. He is the former Chief Executive Officer of KPMG Canada, serving...

  • Page 34
    ... by the VP Risk Management and Chief Internal Auditor to validate that the requested service is a non-prohibited service and to verify that there is a compelling business reason for the request. If the request passes this review, it is then forwarded to the Chief Financial Officer for further review...

  • Page 35
    ...November 2016. TRANSFER AGENT AND REGISTRAR Our transfer agent and registrar is Computershare Trust Company of Canada. Computershare maintains the Company's registers at 600, 530 - 8th Avenue SW, Calgary, Alberta T2P 3S8. ADDITIONAL INFORMATION Additional information relating to TELUS may be found...

  • Page 36
    ...external and internal auditors, the identification and 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 37
    ... other material financial 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) c) d) 4.2 External Auditors The external auditors will report directly...

  • Page 38
    ... and former employees of current and former auditors in accordance with applicable securities laws and TELUS policies. d) e) f) g) h) i) j) k) Notwithstanding section 4.2(d) above, the Committee may delegate the preapproval of audit, audit-related and non-audit services to any one member of...

  • Page 39
    ..., 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...

  • Page 40
    ... the Human Resources and Compensation Committee, the ethics policy and material changes thereto; quarterly reports on ethics breaches pertaining to internal controls over financial reporting, including fraud involving management or other employees who have a role in the Company's internal controls...

  • Page 41
    ... and quarterly reports from the Chief Compliance Officer on legal and regulatory compliance activities. Risk Management The Committee will: a) b) consider reports on the annual enterprise business risk assessment and updates thereto; except to the extent that responsibility is reserved to the Board...

  • Page 42
    b) c) d) 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 of the Committee; and access appropriate funding as determined by the Committee to carry out its ...