UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OR
For the fiscal year ended | Commission File Number |
TELUS Corporation
(Exact Name of Registrant as specified in its charter)
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
(
(Address and telephone number of Registrant’s principal executive offices)
(
(Name, address (including zip code) and telephone number (including area code) of agent
for service in the United States)
Securities registered pursuant to section 12(b) of the Act.
| | |||
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
| |
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.
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024:
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.
No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
No ☐ |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging Growth Company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
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†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
This annual report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, each of the following of the Registrant’s Registration Statements under the Securities Act of 1933, as amended: Form S-8s (File Nos. 333-125486, 333-181463 and 333-268186), Form F-3D (File No. 333-258770) and Form F-10 (File No. 333-281233).
TABLE OF CONTENTS
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 3 |
SUMMARY OF SIGNIFICANT DIFFERENCES FROM NYSE CORPORATE GOVERNANCE RULES | 3 |
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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, 2024 of the effectiveness of the design and operation 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) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) are effective to a reasonable level of assurance 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’s (the “SEC”) rules and forms, and to ensure that information required to be disclosed by the Registrant in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Registrant’s management, including the Registrant’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
It should be noted that while TELUS’ Chief Executive Officer and Chief Financial Officer believe that TELUS’ disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that TELUS’ disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
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 Independent Registered Public Accounting Firm
The attestation report of the registered public accounting firm on our internal control over financial reporting is located under the heading “Report of Independent Registered Public Accounting Firm” 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 Over Financial Reporting
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 THE AUDIT COMMITTEE
TELUS has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The current members of the Audit Committee are David Mowat (Chair), Hazel Claxton, Thomas Flynn, Martha Hall Findlay, Christine Magee, Denise Pickett and Sean Willy. All members of the Audit 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 each of David Mowat, the Audit Committee Chair, Hazel Claxton and Tom Flynn is an “audit committee financial expert” as such term is defined by U.S. securities laws and “independent” as noted above. The information contained under the heading “Audit Committee” starting on page 28 of TELUS’ year-end 2024 Annual Information Form, filed as Exhibit 99.3 to this annual report on Form 40-F, is incorporated by reference herein.
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CODE OF ETHICS
The Registrant has adopted a Code of Ethics and Conduct (the “Code”) that applies to all directors, officers, including the Chief Executive Officer and the Chief Financial Officer, and employees. The Code has been posted on the Registrant’s Internet website at https://www.telus.com/en/about/policies-and-disclosures/code-of-ethics-and-conduct. The Code is also available to any person, upon request, without charge by contacting TELUS Investor Relations by telephone at 1-800-667-4871 or by mail at 510 W. Georgia Street, 23rd Floor, Vancouver, B.C. V6B 0M3.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table is a summary of billing by
Type of work |
| $ (millions) |
| % |
Audit fees(1) | | 5.045 | | 34.0 |
Audit-related fees(2) | | 8.239 | | 55.6 |
Tax fees(3) | | 0.692 | | 4.7 |
All other fees(4) | | 0.846 | | 5.7 |
Total | | 14.823 | | 100.0 |
| (1) | Includes fees for services rendered by Deloitte in relation to the audit and review of our financial statements. |
| (2) | Includes fees for audits in relation to our statutory and regulatory filings, audits and reviews of subsidiaries including TELUS International (Cda) Inc., pension-related audits, customer required reviews and translation services rendered by Deloitte in relation to the audit or review of our financial statements that were not part of audit fees. |
| (3) | Relates to tax compliance, tax advice and tax planning. |
| (4) | Includes fees for services rendered by Deloitte that were not in relation to the audit or review of our financial statements, such as Sustainability Reporting Advisory (2024), Technology Due Diligence (2024), Electronics Recycling Process Improvements (2024) and AI/GenAI Capabilities Assessment and Benchmarking (2024). |
The following table is a summary of billing by the External Auditor, during the period from January 1, 2023 to December 31, 2023 (all amounts are in Canadian dollars):
Type of work |
| $ (millions) |
| % | |
Audit fees(1) | | 4.096 | | 32.7 | |
Audit-related fees(2) | | 7.978 | | 63.6 | |
Tax fees(3) | | 0.463 | | 3.7 | |
All other fees | | — | | 0.0 | |
Total | | 12.537 | | 100.0 | |
| (1) | Includes fees for services rendered by Deloitte in relation to the audit and review of our financial statements. |
| (2) | Includes fees for audits in relation to our statutory and regulatory filings, audits and reviews of subsidiaries including TELUS International (Cda) Inc., pension-related audits, customer required reviews and translation services rendered by Deloitte in relation to the audit or review of our financial statements that were not part of audit fees. |
| (3) | Relates to tax compliance, tax advice and tax planning. |
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All requests for non-prohibited audit, audit-related and non-audit services provided by the External Auditor and its affiliates to TELUS are required to be pre-approved by the Audit Committee of the Board. 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 Audit 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. During the fiscal year ended December 31, 2024, the Audit Committee did not approve any of the fees captioned in the table above subject to waiver of pre-approval provisions set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided under the heading “Commitments and contingent liabilities - Contractual obligations as at December 31, 2024” set forth on page 55 of the Management’s Discussion and Analysis filed as Exhibit 99.4 to this annual report on Form 40-F, is incorporated by reference herein.
MINE SAFETY DISCLOSURE
Not applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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 https://www.telus.com/en/about/investor-relations/corporate-governance/statement-of-our-governance-practices.
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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
The Registrant has previously filed with the SEC a Form F-X in connection with the class of securities in relation to which the obligation to file this annual report on Form 40-F arises.
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EXHIBIT INDEX
The following documents are filed as exhibits to this annual report on Form 40-F:
Exhibit |
| Document |
97 | | |
| | |
99.1 | | |
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99.2 | | |
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99.3 | | Annual Information Form for the year ended December 31, 2024, dated February 13, 2025 |
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99.4 | | |
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99.5 | | |
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101.INS | | XBRL Instance Document |
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101.SCH | | XBRL Taxonomy Extension Schema |
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101.CAL | | XBRL Taxonomy Extension Scheme Calculation Linkbase |
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101.DEF | | XBRL Taxonomy Extension Scheme Definition Linkbase |
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101.LAB | | XBRL Taxonomy Extension Scheme Label Linkbase |
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101.PRE | | XBRL Taxonomy Extension Scheme Presentation Linkbase |
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104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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.
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Registrant: TELUS Corporation | | |
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By: | /s/ Andrea Wood | |
| Andrea Wood | |
| Executive Vice President and Chief Legal and Governance Officer | |
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Date: | February 13, 2025 | |
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