Statement of our governance practices
TELUS is committed to effective and sound practices in corporate governance and regularly assesses emerging best practices. As part of that commitment, TELUS has a philosophy of being an early adopter of best practices. TELUS is also committed to transparent and comprehensive disclosure of its corporate governance practices and to providing voluntary disclosure that goes beyond what is required.
TELUS is in full compliance with all applicable Canadian and U.S. corporate governance rules, regulations and policies, such as National Instrument 52-110 Audit Committees, National Instrument 58-101 Disclosure of Corporate Governance Practices and National Policy 58-201 Corporate Governance Guidelines issued by the Canadian Securities Administrators as well as provisions in Section 303A of the New York Stock Exchange Governance Standards (NYSE Governance Rules) applicable to foreign private issuers.
Although not required to do so, TELUS has voluntarily adopted the expanded definition of independence in the NYSE Governance rules and is also in substantial compliance with most of the provisions of the NYSE Governance Rules that are not mandatory for foreign private issuers, including the new NYSE requirements regarding the independence of compensation committee members, except as follows:
- With respect to shareholders' approval of equity-based compensation arrangements. TELUS follows the Toronto Stock Exchange rules, which require shareholders' approval of equity-based compensation arrangements and material amendments only if they involve newly issued securities. This is in contrast to the NYSE Governance Rules, which generally requires shareholders' approval of all equity-based compensation arrangements regardless of whether they involve newly issued securities or securities purchased in the open market.
- TELUS follows many (but not all) of the incremental disclosure provisions under the NYSE Governance Rules.