TELUS (TU) outlines controls, audit fees and governance in Form 40-F
Filing Impact
Filing Sentiment
Form Type
40-F
TELUS Corporation filed an annual Form 40-F covering governance, controls and audit matters. As of December 31, 2025, it had 1,548,656,383 Common Shares outstanding. Management, including the CEO and CFO, concluded that disclosure controls and procedures are effective at a reasonable level of assurance.
The company reports no changes in internal control over financial reporting during 2025 that materially affected, or are reasonably likely to materially affect, these controls, and it provides both management’s and the independent auditor’s reports on internal control in the exhibits. TELUS states it has no off-balance sheet arrangements that are material to investors.
All Audit Committee members are independent, and three members are designated as audit committee financial experts. Deloitte LLP billed $18.392 million in 2025 (audit, audit-related, tax and other fees) versus $14.823 million in 2024, with all non-prohibited services pre‑approved through a formal review process. TELUS also highlights its published Code of Ethics and summarizes how its NYSE governance practices differ from U.S. domestic rules.
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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.
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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, 2025:
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, 333-268186 and 333-291404), Form F-3D (File No. 333-258770) and Form F-10 (File No. 333-291929).
Table of Contents
TABLE OF CONTENTS
CONTROLS AND PROCEDURES | 1 |
IDENTIFICATION OF THE AUDIT COMMITTEE | 1 |
AUDIT COMMITTEE FINANCIAL EXPERT | 1 |
CODE OF ETHICS | 2 |
PRINCIPAL ACCOUNTANT FEES AND SERVICES | 2 |
OFF-BALANCE SHEET ARRANGEMENTS | 3 |
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS | 3 |
MINE SAFETY DISCLOSURE | 3 |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 3 |
SUMMARY OF SIGNIFICANT DIFFERENCES FROM NYSE CORPORATE GOVERNANCE RULES | 3 |
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS | 4 |
EXHIBIT INDEX | 5 |
SIGNATURES | 6 |
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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, 2025 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 Thomas Flynn (Chair), Hazel Claxton, Martha Hall Findlay, Christine Magee, David Mowat, 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 Thomas Flynn, the Audit Committee Chair, Hazel Claxton and David Mowat 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 2025 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, 5th 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) | | 6.589 | | 35.7 | |
Audit-related fees(2) | | 7.254 | | 39.4 | |
Tax fees(3) | | 0.729 | | 4.0 | |
All other fees(4) | | 3.819 | | 20.8 | |
Total | | 18.392 | | 100.0 | |
(1) | Includes fees for services rendered by Deloitte in relation to the audit and review of our financial statements, including TELUS Digital (post privatization) and related consent letters. |
(2) | Includes fees for audits in relation to our statutory and regulatory filings, audits and reviews of subsidiaries including TELUS Digital (as a public company), pension-related audits, customer required reviews, and translation services. |
(3) | Relates to tax compliance and tax advice. |
(4) | Includes fees for services rendered by Deloitte that were not in relation to the audit or review of our financial statements, such as Due Diligence on formation of and deal to sell non-controlling equity interest in our Terrion LP subsidiary and Due Diligence on potential business acquisitions and divestitures. |
The following table is a summary of billing by the External Auditor during the period from January 1, 2024 to December 31, 2024 (all amounts are in Canadian dollars):
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). |
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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, 2025, 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, 2025” set forth on page 59 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 | | Incentive Compensation Recovery Policy, incorporated by reference to Exhibit 97 of the Registrant’s annual report on Form 40 - F filed with the SEC on February 9, 2024. |
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99.1 | | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
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99.2 | | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
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99.3 | | Annual Information Form for the year ended December 31, 2025, dated February 12, 2026 |
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99.4 | | Audited Consolidated Financial Statements as at and for the years ended December 31, 2025 and 2024 and Management’s Discussion and Analysis |
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99.5 | | Consent of Independent Registered Public Accounting Firm |
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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 12, 2026 | |
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FAQ
How many TELUS (TU) common shares were outstanding at December 31, 2025?
TELUS had 1,548,656,383 Common Shares outstanding at December 31, 2025. This figure represents the total number of issued common shares at year-end, providing investors with a clear baseline for ownership, earnings-per-share calculations, and potential dilution assessments from any future equity issuances.
What does TELUS (TU) report about its disclosure controls and procedures?
TELUS reports its disclosure controls and procedures are effective to a reasonable level of assurance. The CEO and CFO concluded these controls ensure required information is recorded, processed and reported on time, and that relevant data is communicated to management to support timely disclosure decisions.
Did TELUS (TU) report any material changes in internal control over financial reporting in 2025?
TELUS states there were no material changes in internal control over financial reporting during 2025. The company notes that no changes occurred in the period covered by the report that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
How much did TELUS (TU) pay Deloitte in audit and related fees for 2025?
Deloitte LLP billed TELUS a total of $18.392 million in 2025. This included $6.589 million in audit fees, $7.254 million in audit-related fees, $0.729 million in tax fees, and $3.819 million in all other fees, all denominated in Canadian dollars.
How did TELUS (TU) external auditor fees in 2025 compare to 2024?
TELUS external auditor fees increased from $14.823 million in 2024 to $18.392 million in 2025. The mix of services shifted, with changes in audit-related and other fees, while the Audit Committee maintained a pre‑approval process for all non‑prohibited services.
Does TELUS (TU) have any material off-balance sheet arrangements?
TELUS reports it has no off-balance sheet arrangements material to investors. The company states there are no such arrangements that currently, or are reasonably likely to, materially impact its financial condition, results of operations, liquidity, capital expenditures, or capital resources.
What governance and ethics structures does TELUS (TU) highlight in its 40-F?
TELUS highlights an independent Audit Committee and a formal Code of Ethics and Conduct. All Audit Committee members are independent, several are designated financial experts, and the code applies to directors, officers and employees, with full access provided via the company’s website and investor relations.
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