Telus 2012 Annual Report Download - page 38

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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;
h) require the external auditors to deliver an annual acknowledgement in
writing to the Committee that the shareholders, as represented by the
Board and the Committee, are its primary client;
i) review post-audit or management letters, containing recommendations of
the external auditors and management’s response;
j) review reports of the external auditors; and
k) pre-approve the hiring of employees and former employees of current and
former auditors in accordance with applicable securities laws and TELUS
policies.
Notwithstanding section 4.2(d) above, the Committee may delegate the pre-
approval of audit, audit-related and non-audit services to any one member of the
Committee, provided, however, a report is made to the Committee on any pre-
approval of such services at the Committee’s first scheduled meeting following
the pre-approval.