TELUS CORP — Regulatory Filings 2011

Mar 18, 2011

40-F 1 a11-7938_140f.htm 40-F

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*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 40-F*

*o REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934*

*OR*

*x ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934*

For the fiscal year ended December 31, 2010 Commission File Number 000-24876

*TELUS Corporation*

(Exact Name of Registrant as specified in its charter)

*British Columbia, Canada*

(Province or other jurisdiction of incorporation or organization)

*4812*

(Primary Standard Industrial Classification Code Number (if applicable))

*8 – 555 Robson Street Vancouver, British Columbia V6B 3K9, Canada (604) 697-8044*

(Address and telephone number of Registrant’s principal executive offices)

*CT Corporation System, 111 Eighth Avenue, 13th Floor New York, New York 10011*

*(212) 590-9200*

(Name, Address (including zip code) and Telephone Number of Agent

for Service in the United States)

Securities registered pursuant to section 12(b) of the Act.

	Name of each exchange
Title of Each Class	On Which Registered
Non-Voting Shares	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

*None*

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

*8.0% Notes due 2011*

*5.00% Notes due 2013*

*4.50% Notes due 2012*

*4.95% Notes due 2017*

*5.95% Notes due 2015*

*4.95% Notes due 2014*

*5.05% Notes due 2019*

*5.05% Notes due 2020*

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

x Annual information form x Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2010:

174,915,546 Common Voting Shares and 147,448,586 Non-Voting Shares

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

Yes o No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes o No x

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*TABLE OF CONTENTS*

CONTROLS AND PROCEDURES	3
IDENTIFICATION OF AUDIT COMMITTEE	3
AUDIT COMMITTEE FINANCIAL EXPERT	3
CODE OF ETHICS	3
PRINCIPAL ACCOUNTANT FEES AND SERVICES	4
OFF-BALANCE SHEET ARRANGEMENTS	5
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	5
UNDERTAKING	5
SIGNATURES	6
EXHIBIT INDEX	7

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*CONTROLS AND PROCEDURES*

*Disclosure Controls and Procedures*

Based on the evaluation by TELUS Corporation (“TELUS” or the “Registrant”) as of December 31, 2010 of the effectiveness of the design and operations of the Registrant’s disclosure controls and procedures under the supervision of the Audit Committee, including the Registrant’s Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer have concluded that the Registrant’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”) are effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission (“SEC”) rules and forms.

*Management’s Annual Report on Internal Control over Financial Reporting*

The report of management on our internal control over financial reporting is located under the heading “Report of Management on Internal Control Over Financial Reporting” in our audited consolidated financial statements, which are filed as Exhibit 99.4 to this annual report on Form 40-F and is incorporated by reference herein.

*Attestation Report of the Registered Public Accounting Firm*

The attestation report on our internal control over financial reporting is located under the heading “Report of Independent Registered Chartered Accountants” in our audited consolidated financial statements, which are filed as Exhibit 99.4 to this annual report on Form 40-F and is incorporated by reference herein.

*Changes in Internal Controls*

There were no changes in our internal control over financial reporting identified in connection with the above evaluation that occurred during the period covered by this annual report on Form 40-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*IDENTIFICATION OF AUDIT COMMITTEE*

TELUS has a separately designated standing Audit Committee. The current members of the Audit Committee are Brian F. MacNeill (Chair), William A. MacKinnon, John Lacey and Ron Triffo. All members of the Committee are “independent” as such term is defined under applicable securities laws and applicable New York Stock Exchange (“NYSE”) rules.

*AUDIT COMMITTEE FINANCIAL EXPERT*

The Board of Directors (the “Board”) of TELUS has determined that Brian A. MacNeill, the Audit Committee Chair, and William A. MacKinnon are “audit committee financial experts” as such term is defined by U.S. securities laws and “independent” as noted above. The information contained under the heading “Audit Committee” on page 25 of TELUS’ 2010 Annual Information Form, filed as Exhibit 99.3 to this annual report on Form 40-F, is incorporated by reference herein.

*CODE OF ETHICS*

The Registrant has adopted an Ethics Policy that applies to all directors, officers, including the Chief Executive Officer and the Chief Financial Officer, and employees. The Policy has been posted on the Registrant’s Internet website at about.telus.com . The Policy is also available to any person, upon request,

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without charge by contacting TELUS Investor Relations at 1-800-667-4871 or 555 Robson Street, Vancouver, B.C. V6B 3K9.

The Board amended the Policy in February 2010 to add guidance on anti-bribery and anti-corruption and a requirement to fill out a conflict of interest questionnaire that is filed with the Ethics Office. These amendments also clarified guidance on conflict of interest arising from outside employment, expanded the human rights section to list all grounds of discrimination under Canadian law and enhanced the health and safety provisions. The Board also made other minor amendments to the Policy that were housekeeping in nature.

*PRINCIPAL ACCOUNTANT FEES AND SERVICES*

The following table is a summary of billing by Deloitte & Touche LLP, as external auditors of TELUS, during the period from January 1, 2010 to December 31, 2010 (all amounts are in Canadian dollars):

Type of work	Deloitte & Touche LLP	%
Audit fees	$ 3,375,731	95.7
Audit-related fees	$ 150,404	4.3
Tax fees	—	—
All other fees	—	—
Total	$ 3,526,135	100

The following table is a summary of billing by Deloitte & Touche LLP, as external auditors of TELUS, during the period from January 1, 2009 to December 31, 2009 (all amounts are in Canadian dollars):

Type of work	Deloitte & Touche LLP	%
Audit fees	$ 3,744,786	95.8
Audit-related fees	$ 162,500	4.2
Tax fees	—	—
All other fees	—	—
Total	$ 3,907,286	100

TELUS’ policy regarding pre-approval of all audit, audit related and non-audit services provided by its External Auditor is based upon compliance with the Sarbanes-Oxley Act of 2002, the subsequent implementation rule from the SEC titled “Final Rule: Strengthening the Commission’s Requirements Regarding Auditor Independence” and any additional determinations regarding impermissible services issued by the Public Company Accounting Oversight Board (PCAOB).

All requests for non-prohibited audit, audit related and non-audit services provided by TELUS’ External Auditor and its affiliates to TELUS are required to be pre-approved by the Audit Committee of TELUS’ Board of Directors. To enable this, TELUS has implemented a process by which all requests for services involving the External Auditor are routed for review by the VP Risk Management and Chief Internal Auditor to validate that the requested service is a non-prohibited service and to verify that there is a compelling business reason for the request. If the request passes this review, it is then forwarded to the Chief Financial Officer for further review. Pending the Chief Financial Officer’s affirmation, the request is then presented to the Audit Committee for its review, evaluation and pre-approval or denial at its next scheduled quarterly meeting. If the timing of the request is urgent, it is provided to the Audit Committee Chair for his review, evaluation and pre-approval or denial on behalf of the Audit Committee (with the full committee’s review at the next scheduled quarterly meeting). Throughout the year, the Audit Committee monitors the actual versus approved expenditure for each of the approved requests.

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*OFF-BALANCE SHEET ARRANGEMENTS*

The Registrant has no off-balance sheet arrangements.

*TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS*

The information provided under the heading “Contractual obligations” set forth under the heading “Financial instruments, commitments and contingent liabilities” set forth in the Management’s Discussion and Analysis filed as Exhibit 99.4 to this annual report on Form 40-F, is incorporated by reference herein.

*UNDERTAKING AND CONSENT TO SERVICE OF PROCESS*

*A. Undertaking*

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

*B. Consent to Service of Process*

A Form F-X signed by the Registrant and its service of process was previously filed with the SEC.

*SUMMARY OF SIGNIFICANT DIFFERENCES FROM NYSE CORPORATE GOVERNANCE RULES*

A summary of significant ways in which corporate governance practices followed by TELUS differ from the corporate governance practices required to be followed by U.S. domestic companies under the New York Stock Exchange’s Listing Standards (disclosure required by section 303A.11 of the NYSE Listed Company Manual) is available on the Registrant’s corporate governance website at about.telus.com/governance/practices.html

*INTERACTIVE DATA FILE*

The Registrant is not currently required to submit to the SEC, nor post to its corporate website, an Interactive Data File.

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*SIGNATURES*

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Registrant: TELUS Corporation

By:
Audrey T. Ho
Senior Vice President, Chief General Counsel
and Corporate Secretary

Date: March 18, 2011

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*EXHIBIT INDEX*

The following documents are filed as exhibits to this Form 40-F:

Exhibit
Number	Document
99.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
99.2	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
99.3	Annual Information Form for the year ended December 31, 2010, dated March 16, 2011
99.4	Audited Consolidated Financial Statements as at and for the year ended December 31, 2010 and Management’s Discussion and Analysis
99.5	Consent of Independent Registered Chartered Accountants
99.6	Amended 2010 Ethics Policy

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