Annual Report (foreign Private Issuer) (40-f)
February 11 2021 - 7:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
¨
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, 2020
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Commission File Number 001-15144
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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))
7th Floor – 510 West
Georgia Street
Vancouver, British Columbia V6B 0M3, Canada
(604) 697-8044
(Address and telephone number of Registrant’s
principal executive offices)
CT Corporation System, 28 Liberty Street
New York, New York 10005
(212) 590-9200
(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
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Shares
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TU
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New York Stock Exchange
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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:
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, 2020:
1,291,392,613 Common Shares
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.
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).
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.
¨
†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.
x
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 and 333-181463), Form F-3D (File No. 333-232967),
and Form F-10 (File No. 333-238061).
TABLE OF CONTENTS
CONTROLS
AND PROCEDURES
Disclosure Controls and Procedures
Based on the evaluation by TELUS Corporation
(“TELUS” or the “Registrant”) as of December 31, 2020 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 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), Christine Magee and Denise Pickett. 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 David Mowat, the Audit Committee Chair, is the “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 2020 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 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, 8th Floor, Vancouver, B.C. V6B 0M3. The Code was amended
in November 2019 to make minor clarifications to existing provisions.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The following table is a summary of billing
by Deloitte LLP, as external auditor of TELUS (the “External Auditor”), during the period from January 1, 2020 to December
31, 2020 (all amounts are in Canadian dollars):
Type of work
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$ (millions)
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%
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Audit fees(1)
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2.415
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27.2
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Audit-related fees(2)
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5.810
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65.4
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Tax fees(3)
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0.405
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4.6
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All other fees(4)
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0.247
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2.8
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Total
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8.877
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100.0
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(1)
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Includes fees for services rendered by Deloitte in relation to the audit and review of our financial statements.
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(2)
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Includes fees for audits in relation to our statutory and regulatory filings, audits and reviews of subsidiaries, 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.
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(3)
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Relates to tax compliance, tax advice and tax planning.
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(4)
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Includes fees for services rendered by Deloitte that were not in relation to the audit or review
of our financial statements, such as Board Effectiveness Assessment, M&A Due Diligence and other Specified Procedures.
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The following table is a summary of billing
by the External Auditor, during the period from January 1, 2019 to December 31, 2019 (all amounts are in Canadian dollars):
Type of work
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$ (millions)
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%
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Audit fees(1)
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2.776
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38.7
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Audit-related fees(2)
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4.038
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56.4
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Tax fees(3)
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0.060
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0.8
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All other fees(4)
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0.296
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4.1
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Total
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7.170
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100.0
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(1)
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Includes fees for services rendered by the External Auditor in relation to the audit and review of our financial statements.
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(2)
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Includes fees for audits and reviews of subsidiaries, service organization control reports, pension-related audits and translation
services that were not part of audit fees.
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(3)
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Relates to tax compliance, tax advice and tax planning.
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(4)
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Includes fees for services rendered by the External Auditor that were not in relation to the audit
or review of our financial statements, such as the Human Capital Consulting Engagement and Diversity Benchmarking report.
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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, 2020, 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, 2020” set forth on page 64 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.
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.
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
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.
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Consent to Service of Process
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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.
EXHIBIT
INDEX
The following documents are filed as exhibits
to this annual report on Form 40-F:
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
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By:
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/s/ Andrea Wood
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Andrea Wood
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Chief Legal and Governance Officer
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Date: February 11, 2021
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