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Board policy manual

A guide to corporate governance practices as they apply to the TELUS Board of Directors.

Audit Committee - Mandate and terms of reference

The Audit Committee supports the Board in fulfilling its oversight responsibilities regarding the integrity of the Company's accounting and financial reporting, internal controls and disclosure controls; legal, regulatory, ethical, compliance and reporting and timeliness of filings with regulatory authorities; the independence and performance of the Company's external and internal auditors; the management of the Company's risks, creditworthiness, treasury plans and financial policy; and the Company's whistleblower and complaint procedures.

Download the full mandate and report of the Audit Committee from the 2017 Information Circular to read more about membership, meetings and highlights of the Audit Committee's activities.

For further detail, refer to Appendix E - Terms of Reference for Audit Committee from the Board Policy Manual.

Corporate Governance Committee - Mandate and terms of reference

The mandate of the Corporate Governance Committee is to assist the Board in fulfilling its oversight responsibilities to ensure that the Company has an effective corporate governance regime. The Corporate Governance Committee is responsible for monitoring corporate governance developments, emerging best practices and the effectiveness of our corporate governance practices.

The Corporate Governance Committee is also responsible for identifying, recruiting, and recommending nominees for election as directors, providing ongoing education and development for directors and overseeing Board and director evaluations. The Corporate Governance Committee assesses and makes recommendations to the Board for its determination of the independence, financial literacy, financial expertise and accounting or related financial management expertise of directors, as defined under corporate governance rules and guidelines.

In addition, as part of its expanded risk oversight role, the Corporate Governance Committee is responsible for monitoring and reviewing insurance, claims and property risks, corporate social responsibility and environmental matters, and recommending to the Board for approval environmental policies and procedure guidelines or material changes to such policies.

Download the full mandate and report of the Corporate Governance Committee from the 2017 Information Circular to read more about membership, meetings, and highlights of the Corporate Governance Committee's activities.

For further detail, refer to Appendix F - Terms of Reference for Corporate Governance Committee from the Board Policy Manual.

Human Resources and Compensation Committee - Mandate and terms of reference

The Human Resources and Compensation Committee (Compensation Committee) is responsible for developing the compensation philosophy and guidelines on executive compensation, overseeing succession planning for the executive team, determining CEO goals and objectives relative to compensation, evaluating CEO performance, reviewing and recommending CEO compensation to the Board based on its evaluation, and determining compensation for executives other than the CEO.

The Compensation Committee ensures that compensation design and practices do not encourage undue risks. The Compensation Committee reviews and administers the supplemental retirement arrangements (other than registered pension plans) for the executive team and all of the Company's equity-based incentive plans. The Compensation Committee's mandate also includes oversight of executive compensation policies, health and safety policies, procedures and compliance, business continuity and disaster recovery planning, and certain aspects of the Company's approach to business ethics and corporate conduct.

Download the full mandate and report of the Human Resources and Compensation Committee from the 2017 Information Circular to read more about membership, meetings, highlights of the Compensation Committee's activities, and the Committee's report on executive compensation.

For further detail, refer to Appendix G - Terms of Reference for HRCC from the Board Policy Manual.

Pension Committee - Mandate and terms of reference

The mandate of the Pension Committee is to oversee the administration, financial reporting and investment activities of the Pension Plan for Management and Professional Employees of TELUS Corporation, the TELUS Edmonton Pension Plan, the TELUS Corporation Pension Plan, the TELUS Québec Defined Benefit Pension Plan, the TELUS Defined Contribution Pension Plan, the TELUS Health and TELUS Retail Pension Plan, any successor plans, any related supplemental retirement arrangements as mandated by the Board, and any related trust funds (collectively the Pension Plans).

The Pension Committee is responsible for reporting to the Board in respect of the actuarial soundness of the Pension Plans, the administrative aspects of the Pension Plans, our investment policy, the performance of the investment portfolios and compliance with government legislation. The Pension Committee may, from time to time, recommend to the Board for approval, fundamental changes in the nature of the pension arrangement for any Pension Plan, and fundamental changes in the governance structure for the Pension Plans.

Download the full mandate and report of the Pension Committee from the 2017 Information Circular to read more about membership, meetings, and highlights of the Pension Committee's activities.

For further detail, refer to Appendix H - Terms of Reference for Pension Committee from the Board Policy Manual.