TELUS(US:TU)2022-04-01 21:08Financial Performance - TELUS reported total fees billed by Deloitte for 2021 amounted to $10.872 million, a 22.5% increase from $8.877 million in 2020[109]. - Audit fees for 2021 were $2.810 million, representing 25.8% of total fees, compared to $2.415 million or 27.2% in 2020[109]. - Audit-related fees increased to $6.869 million in 2021, accounting for 63.2% of total fees, up from $5.810 million or 65.4% in 2020[109]. - Tax fees rose to $0.834 million in 2021, making up 7.7% of total fees, compared to $0.405 million or 4.6% in 2020[109]. - TELUS generated a total shareholder return of 700% from 2000 to December 2021, outperforming the S&P/TSX Composite Index by 357 points[182]. - As of the start of 2022, TELUS had an enterprise value of $57 billion, a five-fold increase since 2000[182]. - TELUS International's total market value decreased from $1,049.3 million in 2021 to $880.0 million in 2022, representing a decline of approximately 16.2%[185]. Governance and Board Structure - The Board recommends shareholders vote FOR the appointment of Deloitte as auditors, with 99% support from shareholders last year[112]. - 14 out of 15 nominated directors are independent, emphasizing the importance of governance practices[146]. - The current board diversity policy aims for at least 33⅓% representation of women and men among independent directors[151]. - The board consists of 64% of directors with tenure of 0-5 years, indicating a relatively new board composition[149]. - The Rights Plan requires a majority approval from Independent Shareholders to remain effective[143]. - The Corporate Governance Committee considers multiple aspects of diversity when assessing board composition and recommending director nominees[148]. - The Board oversees the development and implementation of the Company's strategic objectives and goals, with corporate priorities reviewed and approved each December[270]. Shareholder Engagement and Rights - The say-on-pay advisory vote received 94% support from shareholders in 2021, indicating alignment with shareholder expectations on executive compensation[116]. - The shareholder rights plan was first adopted in March 2000 and is subject to reconfirmation by shareholders at the annual meetings in 2022 and 2025[119]. - The Rights Plan aims to limit acquisitions exempt from formal take-over bid requirements, ensuring equal opportunity for shareholders[120]. - The Rights Plan became effective at the conclusion of the annual meeting in 2019 and will expire at the conclusion of TELUS' annual meeting in 2028, subject to reconfirmation in 2025[134]. - The Rights Plan allows for competing Permitted Bids, which must meet specific criteria to be valid[138]. Director Compensation and Ownership - The total compensation for directors in 2021 ranged from $249.2 million to $287.4 million, reflecting the diverse expertise within the board[188][192]. - The attendance record for the board meetings in 2021 was 100% for all directors, indicating strong engagement[189][193][196]. - The company targets total director compensation at the 50th percentile of a comparator group, ensuring alignment with market standards[236]. - Directors are required to meet an equity ownership target equal to 3.5 times the annual retainer, which is $875,000, within five years of their appointment[248]. - The annual retainer for non-management directors is structured as $250,000, with 40% in cash ($100,000) and 60% in DSUs ($150,000)[240]. - The market value of vested share-based awards for Dick Auchinleck was $14,087,274, while the total value granted in-year was $1,007,825[253]. Risk Management and Succession Planning - The Audit Committee reviews the enterprise key risk profile and key risk mitigation strategies for top risks each quarter[278]. - The Corporate Governance Committee monitors risks related to the Company's governance structure and processes, including environmental matters and corporate social responsibility[279]. - The Human Resources and Compensation Committee oversees risks associated with executive compensation and succession planning for executive management[280]. - The Board's succession planning process involves ongoing assessment of Board member skills to identify gaps relevant to the Company[286]. - The CEO and Executive Team are responsible for managing climate-related risks and identifying opportunities within the sustainability programs[287]. - The Board prioritizes executive succession planning, assessing candidates on leadership capabilities and operational results[295].