Telus 2013 Annual Report Download - page 34

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34
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 found in MD&A Section 10.9 Litigation and legal
matters and note 23(c) to the Company’s consolidated financial statements for the year
ended December 31, 2013 are 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 our
external and internal auditors, the management of 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.
The current members of the Audit Committee are Bill MacKinnon (Chair), Ray Chan,
Rusty Goepel, John Lacey and John Manley. Each member of the Audit Committee is
independent and financially literate within the meaning of Multilateral Instrument 52-110
“Audit Committees” and the Board has determined that Bill MacKinnon is an audit
committee financial expert and has accounting 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 from April 1999 to December 31, 2008. He first joined KPMG