Telus 2012 Annual Report Download - page 32

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32
current and former employees of the Nortel Companies on May 31, 2004. The
order was issued due to the Nortel Companies having announced the need to
restate certain of their previously reported financial results and the resulting
delays in filing their financial statements in compliance with Ontario securities
laws. The Autorité des marchés financiers (“AMF”) and the Alberta
Securities Commission (“ASC”) issued similar orders. The order was revoked by
the OSC on June 21, 2005 and the AMF and ASC orders were revoked shortly
thereafter. Mr. Manley was not subject to the AMF or ASC orders. On March 10,
2006, the Nortel Companies announced the need to restate certain of their
previously reported financial results and a resulting delay in the filing of certain
2005 financial statements by the required dates under Ontario securities laws.
The OSC issued a further management cease trade order on April 10, 2006
prohibiting all directors, officers and certain current and former employees,
including Mr. Manley, from trading in securities of the Nortel Companies until the
filings were complete. The British Columbia Securities Commission (“BCSC”)
and the AMF issued similar orders. The OSC lifted its cease trade order June 8,
2006 and the BCSC and AMF orders were revoked shortly thereafter. Mr Manley
was not subject to the BCSC or AMF orders.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The description of legal proceedings described in MD&A Section 10.9 Litigation and
legal matters is hereby incorporated by reference. In addition, there have not been any
(a) penalties or sanctions imposed against us by a court relating to securities legislation
or by a securities regulatory authority during the most recently completed financial year,
(b) penalties or sanctions imposed by a court or regulatory body against us that would
likely be considered important to a reasonable investor in making an investment
decision, or (c) settlement agreements entered into by us before a court relating to
securities legislation or with a securities regulatory authority during the most recently
completed financial year.
INTERESTS OF EXPERT
Deloitte LLP, Chartered Accountants, are the auditors of the Company and are
independent within the meaning of the Rules of Professional Conduct of the Institute of
Chartered Accountants of British Columbia.
AUDIT COMMITTEE
The Audit Committee of the Company supports the Board in fulfilling its oversight
responsibilities regarding the integrity of our accounting and financial reporting, internal
controls and disclosure controls, 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 procedures. A copy
of the Audit Committee’s Terms of Reference is attached as Appendix A to this Annual
Information Form.