Telus 2015 Annual Report Download - page 38

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marchés financiers (AMF) issued similar orders. The OSC lifted the cease trade
order effective June 8, 2006. The BCSC and AMF lifted their cease trade orders
shortly thereafter. Mr. Manley was not subject to the BCSC or AMF orders.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Legal proceedings are described in Section 10.9 Litigation and legal matters in the 2015
annual MD&A and Note 23(c) to the Company’s consolidated financial statements for the
year ended December 31, 2015.
From time to time, in the ordinary course of business, the Company and its subsidiaries
are assessed fees or fines by securities regulatory authorities in relation to
administrative matters, including late filing fees or reporting, which may be considered
penalties or sanctions pursuant to Canadian securities regulations but which are not,
individually or in the aggregate, material to the Company. In addition, the Company and
its subsidiaries are subject to numerous regulatory authorities around the world, and
fees, administrative penalties, settlement agreements and sanctions may be categorized
differently by each regulator. However, during the most recently completed financial
year, the Company is not aware of any material (i) penalties or sanctions imposed
against us by a court relating to securities legislation or by a securities regulatory
authority; (ii) 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 (iii) settlement agreements entered into by us before a court
relating to securities legislation or with a securities regulatory authority.
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 AIF.
The current members of the Audit Committee are Bill MacKinnon (Chair), Dick
Auchinleck, Ray Chan, Lisa de Wilde, Rusty Goepel, Mary Jo Haddad and Sabi Marwah.
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
their 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
Canada in 1971, serving the company in numerous roles of increasing leadership for 37
years, including his membership on the board of directors of each of KPMG Canada,
KPMG International and KPMG Americas. Mr. MacKinnon obtained a Bachelor of
Commerce with Honours from the University of Manitoba in 1967. He is a Chartered
Professional Accountant and holds his FCPA designation from the Institute of Chartered
Professional Accountants of Ontario.