Proactive governance
At TELUS, we take a proactive approach to corporate governance and reporting, often going beyond what is required and, where optimal, adopting emerging best practices early. The result has been a series of initiatives across the company that further the effective management of TELUS and help increase investor confidence.
In addition to this proactive approach, we believe strong corporate governance is necessary to provide a solid foundation for CSR leadership. It encompasses considerations such as:
- Ethical conduct, ethical standards and expectation-setting by leaders
- Having an independent and effective Board that oversees management
- Accountability to investors and other stakeholders
- Effective internal controls and transparent disclosure of strategic objectives and results that facilitate accountability
- External and internal assurance
- Executive compensation that rewards performance.
TELUS' strategic CSR vision is to contribute to a better world by delivering long-term corporate economic viability, supporting the communities where we live, work and serve and being stewards of the environment.
We employ a continuous improvement cycle informed by input from our internal and external stakeholders, develop CSR programs with measurable outcomes and evaluate and report on our performance.
TELUS corporate strategy
Since 2000, TELUS’ strategic intent has been to unleash the power of the Internet to deliver the best solutions to Canadians at home, in the workplace and on the move. TELUS’ strategy for growth is to focus on its core telecommunications business in Canada supported by international contact centre and outsourcing capabilities.
In 2000, TELUS developed six strategic imperatives, which we believe remain relevant today. A consistent focus on these imperatives guides our actions and contributes to our operating and financial goals. We believe focusing on these imperatives continues to position TELUS for future growth.
Our strategic imperatives are:
- Building national capabilities
- Focusing relentlessly on data and wireless
- Partnering, acquiring and divesting
- Providing integrated solutions
- Investing in internal capabilities
- Going to market with one brand
To execute this strategy, we have a customer-focused organizational structure and a set of core leadership values:
Each year, we also set corporate priorities to help advance our national growth strategy.
This model is informed by the strategic context in which TELUS operates. It includes industry economics and technological change, the competitive landscape, customer requirements, the regulatory environment and our core competencies.
Overall responsibility for the organization's CSR performance resides with the Executive Leadership Team. A CSR leadership team was established in 2006, and continues to foster a culture of sustainability at TELUS. The team represents all TELUS business units and meets at least every quarter to review progress against CSR objectives and assess new or ongoing CSR initiatives. The team members focus on further entrenching CSR practices, measures and objectives throughout TELUS. In 2011, we began to provide progress reviews each quarter to the Corporate Governance Committee of TELUS’ Board of Directors (pre-2011 was Audit Committee). We continue to provide periodic updates to the Audit Committee on CSR reporting progress, typically in the first and second quarters of each year.
Based on strategic input from external and internal sources, the CSR leadership team is responsible for executing our CSR strategy, identifying issues and opportunities and delivering programs to address them. TELUS' Executive Leadership Team and business unit vice-presidents are responsible for the approval of the overall strategic direction of our CSR programs. Our annual CSR report discloses our performance and communicates our commitments for the future. Furthermore, it is a catalyst for soliciting stakeholder feedback on our programs and performance.
Key governance bodies
TELUS Board of Directors
The TELUS Board of Directors has 12 members, all of whom were elected at the Company’s May 2012 annual and special meeting. All of our directors are independent, except for Darren Entwistle, president and chief executive officer (CEO). He is the only director who is a member of management of the Company and, as such, is not independent. The Board determines independence using a set of criteria that goes beyond applicable securities rules and has chosen to voluntarily comply with all elements of the independence test pronounced by the New York Stock Exchange (NYSE), including those that are not binding on TELUS. Accordingly, the independence tests applied by the Board comply with Canadian securities rules and the independence rules of the NYSE. It has been a long-standing policy of the Board to require that at least a majority of its directors be independent, that the Board Chair is required to be independent and the positions of Board Chair and CEO must be separate. These established requirements are captured in TELUS’ Board Policy Manual and better ensure the independence of the Board. In late 2010, we established board@telus.com, an email address for shareholders to enhance shareholder communication and engagement. While more than 140 emails were received in 2011, only two were Board related while the rest were mostly customer related. A response was sent for each of the Board-related emails, which primarily concerned Say on Pay, and the other 138 emails were referred to more appropriate areas for response, such as Client Care.
Audit Committee
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 and regulatory compliance, 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. In 2011, the committee also oversaw the Ethics policy together with the Human Resources and Compensation Committee and Corporate Social Responsibility strategy.
All members of the Audit Committee are independent.
Corporate Governance Committee
The Corporate Governance Committee’s mandate is to assist the Board in fulfilling its oversight responsibilities to ensure that the company has an effective corporate governance regime. The committee is responsible for monitoring corporate governance developments, emerging best practices and the effectiveness of the company’s governance practices. The committee is also responsible for identifying, recruiting and recommending nominees for election as directors, providing ongoing development for directors and overseeing Board and director evaluations. In 2011, one new director, Stockwell Day, was appointed as part of the program to recruit high–calibre individuals that strengthen the Board. The 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 2011, the Corporate Governance Committee began overseeing the Company’s Corporate Social Responsibility strategy, Environmental policy, and insurance and property risk governance.
All members of the Corporate Governance Committee are independent.
Human Resources and Compensation Committee
The Human Resources and Compensation Committee of the Board of Directors is responsible for developing the compensation philosophy and guidelines on executive compensation as well as overseeing succession planning for the executive team and Respectful Workplace practices. The committee also determines CEO goals and objectives relative to compensation, evaluates CEO performance and recommends to the Board CEO compensation based on its evaluation.
The committee manages the supplemental retirement arrangements (other than registered pension plans) for the executive team and all of the Company’s equity-based incentive plans. In addition, they determine executive compensation and evaluate the risks associated with executive pay. In 2011, the Human Resources and Compensation Committee began overseeing the Ethics policy together with the Audit Committee. The committee also oversees health and safety policies, business continuity and disaster/emergency operation planning.
All members of the Human Resources and Compensation Committee are independent.
The Pension Committee
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 Defined Contribution Pension Plan, the TELUS Edmonton Pension Plan, the TELUS Corporation Pension Plan, the TELUS Québec Defined Benefit Pension Plan, any successor plans, any related supplemental retirement arrangements as mandated by the Board and the related trust funds (collectively the Pension Plans). The committee is responsible for reporting to the Board with respect to the actuarial soundness of the Pension Plans, the administrative aspects of the Pension Plans, investment policy, performance of the investment portfolios and compliance with government legislation. The 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 changes in the governance structure for the Pension Plans.
All members of the Pension Committee are independent.