Telus 2012 Annual Report Download - page 37

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37
2.5 The Committee will report to the Board on its meetings and each member of the
Board will have access to the minutes of the Committee’s meetings, regardless
of whether the director is a member of the Committee.
2.6 The external auditors of the Company will receive notice of every meeting of the
Committee and may request a meeting of the Committee be called by notifying
the chair of the Committee of such request.
3. QUORUM
The quorum necessary for the transaction of business at Committee meetings will be a
majority of the members of the Committee. A quorum once established is maintained
even if members of the Committee leave the meeting prior to conclusion.
4. DUTIES
The Board hereby delegates to the Committee the following duties to be performed by
the Committee on behalf of and for the Board:
4.1 Financial Reporting
Prior to public disclosure, the Committee will review and recommend to the
Board, and where applicable, to the boards of the Company’s subsidiaries which
are reporting issuers, for approval:
a) the annual audited consolidated financial statements and interim
unaudited consolidated financial statements of the Company and those of
its subsidiaries that are reporting issuers, as defined in accordance with
applicable securities laws;
b) the interim and annual management’s discussion and analysis of financial
condition and results of operations (MD&A) of the Company and those of
its subsidiaries that are reporting issuers, as defined in accordance with
applicable securities laws;
c) earnings press releases and earnings guidance, if any; and
d) all 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.
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,