| 2023 TELUS International Information Circular Unlocking opportunity |
| 2023 Information Circular | TELUS International About TELUS International TELUS International (NYSE & TSX: TIXT) (TELUS International or Company) designs, builds and delivers next-generation digital solutions to enhance the customer experience (CX) for global and disruptive brands. The Company’s services support the full lifecycle of its clients’ digital transformation journeys, enabling them to more quickly embrace next-generation digital technologies to deliver better business outcomes. TELUS International’s integrated solutions span digital strategy, innovation, consulting and design, IT lifecycle including managed solutions, intelligent automation and end-to-end AI data solutions including computer vision capabilities, as well as omnichannel CX and trust and safety solutions including content moderation. Fueling all stages of company growth, TELUS International partners with brands across strategic industry verticals, including tech and games, communications and media, ÀõííÀĄ¶À¨î¼ŵîďÀ¶Òǿµ¨îäÕîÌǿ ŵî¨î¶Õ¨çĈÀĄğÕ¶ÀĈ¨î¼ÕîĈĔĄ¨î¶Àǿ healthcare, and travel and hospitality. TELUS International’s unique caring culture promotes diversity and inclusivity through its policies, team member resource groups and workshops, and equal employment opportunity hiring practices across the regions where it operates. Since 2007, the Company has positively impacted the lives of more than 1.2 million citizens around the world, building stronger communities and helping those in need through large-scale volunteer events and charitable giving. Five TELUS International Community Boards have provided $5.1 million in funding to grassroots charitable organizations since 2011. Learn more at: telusinternational.com. Copyright © 2023 TELUS International (Cda) Inc. All rights reserved. We use various trademarks, trade names and service marks in this report, including TELUS, which is used under license from TELUS Corporation. The symbols TM and ® indicate those trademarks, trade names and service marks owned by TELUS International, its subsidiaries or its ¨ËŵçÕ¨ďÀĈǾ&õĄ¶õîğÀîÕÀî¶ÀǿĠÀí¨ĦîõďÕî¶çĔ¼ÀďÒÀgEõĄˌĈĦíµõçĈǿµĔďĈĔ¶ÒõíÕĈĈÕõîÕĈîõďíÀ¨îďďõÕî¼Õ¶¨ďÀďÒ¨ďĠÀ would not protect our intellectual property rights to the fullest extent allowed by law. All other trademarks, trade names or service marks referred to in this report are the property of their respective owners. |
| TELUS International | 2023 Information Circular Welcome to our shareholder meeting On behalf of the TELUS International Board of Directors, our executive leadership team and our more than 73,000 team members in 30 countries, ďÒ¨îäĦõĔËõĄĦõĔĄ¶õîďÕîĔÀ¼¶õîŵ¼Àî¶ÀÕîg?l_0îďÀĄî¨ďÕõî¨ç¨ĈĠÀ¶õîďÕîĔÀ to drive global service excellence. This year, our TELUS International team has focused on unlocking opportunity by: Since its inception in 2005, TELUS 0îďÀĄî¨ďÕõî¨çÒ¨ĈµÀîÀŵďÀ¼ËĄõí¨ tremendous, symbiotic relationship with our founder and controlling shareholder, TELUS Corporation (TELUS). Importantly, our focus on customer service excellence and our award-winning, caring culture have been fostered based on TELUS’ best practices. Moreover, TELUS is an exceptional anchor client for us, enabling us to help them with innovative digital transformation, and thereby, ďõÒ¨Ą¼ÀîďÒÀĈÀĈõçĔďÕõîĈËõĄďÒÀµÀîÀŵďõË our hundreds of other highly-valued clients. With approximately 72.2 per cent of the voting power and 55.3 per cent of the economic interest in TELUS International, TELUS remains as committed as ever to supporting our long-term growth. &ĄõíƊƈƉƎõîĠ¨Ą¼ǿĠÀÒ¨ğÀ¨çĈõµÀîÀŵďÀ¼ from the active support of our second largest shareholder, BPEA EQT (BPEA, which was formed as a result of the combination of Baring Private Equity Asia and EQT Asia in 2022). With approximately 24.3 per cent of the voting power and 18.5 per cent of the economic interest in TELUS International, BPEA has enabled us to draw on their over 25 years of expertise in transforming companies through their Pan-Asian investment platform. „ Delivering strong double-digit revenue and āĄõŵ卑ÕçÕďĦÌĄõĠďÒǿÀî¼ÕîÌƊƈƊƊĠÕďÒʈƊǾƍ billion in total revenue, growing 12 per cent from the prior year (including an unfavorable foreign exchange impact of ~4 per cent) „ Growing our list of valued customers by over 50 to a total of more than 650, including adding well-known brands, such as FOX, Anheuser-Busch InBev, PepsiCo, Synchrony and Marriott, with the acquisition of WillowTree. TELUS 0îďÀĄî¨ďÕõî¨çÒ¨Ĉ¨çĈõµÀ¶õíÀíõĄÀ¼ÕğÀĄĈÕŵÀ¼ across our industry verticals of tech and games, communications and media, eCommerce ¨î¼ŵîďÀ¶Òǿµ¨îäÕîÌǿŵî¨î¶Õ¨çĈÀĄğÕ¶ÀĈ¨î¼ insurance, healthcare, and travel and hospitality „ Leveraging the opportunity to materially grow our market share in content moderation given the exponential rise in user-generated content ďÒ¨ďÕĈµÀÕî̼ĄÕğÀîµĦ¨āÀĄĈÕĈďÀîďÕîŶĔĥõËîÀĠ social platforms and emerging virtual spaces, as well as the growing popularity and prevalence of augmented and virtual reality „ Investing meaningfully in our communities by hosting TELUS Days of Giving events, running our multiple Corporate Social Responsibility (CSR) programs and distributing more than $500,000 in community board funding to grassroots charitable organizations. Since 2007, we have positively impacted the lives of more than 1.2 million people around the world, Unlocking opportunity at TELUS International Supported by TELUS and BPEA EQT building stronger communities and helping our fellow citizens in need through our large-scale volunteer events and charitable giving 01 TELUS International | 2023 Information Circular |
| 2023 Information Circular | TELUS International The TELUS International Annual General Meeting (AGM) of shareholders will be held virtually on May 12, 2023. At the AGM, you are welcome to exercise your right to vote as a TELUS International shareholder. Registered shareholders and duly appointed proxy holders will have the opportunity to attend, participate and vote at the meeting from any location. Non-registered shareholders may register to participate as proxy holders. Those who have not duly appointed themselves as proxy holders may also attend virtually as guests. Guests will be able to listen to the meeting but will not be able to vote or ask questions at the meeting. Our TELUS International Board of Directors and leadership team are humbled by, and deeply appreciative of, the trust and ¶õîŵ¼Àî¶ÀĦõĔā稶ÀÕîĔĈďõí¨äÀďÒÀĄÕÌÒď decisions, for the right reasons, as we guide TELUS International’s continued long-term success. The Annual General Meeting Our continued thanks to you Sincerely, Darren Entwistle Chair of the Board Josh Blair Vice-Chair of the Board 2023 Information Circular | TELUS International 02 |
| TELUS International | 2023 Information Circular About the meeting and our Board 07-39 Information about voting 07-18 Who can vote 07 Matters to be voted on and approval required 08 Quorum 08 Virtual meeting and technical requirements 08 Submitting questions 08 How to vote 09 How your proxyholder will vote 17 õîŵ¼ÀîďÕ¨çÕďĦ 17 Solicitation by management 17 Notice and Access 17 Delivery of proxy materials 18 Voting results 18 For more information 18 Additional information 19 Interest of certain persons in material transactions and related party transactions 19 Agreements with TELUS 19 Additional matters and information 19 0î¼ÀµďÀ¼îÀĈĈõË¼ÕĄÀ¶ďõĄĈ¨î¼õËŵ¶ÀĄĈ 19 Business of the meeting 20-22 Ĕ¼ÕďÀ¼¶õîĈõçÕ¼¨ďÀ¼ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈ 20 Election of directors 20 Appointment of auditors 21 Note on say on pay 21 2022 voting results 22 About our nominated directors 23-36 Independence 23 Diversity, equity and inclusion 23 ÕĄÀ¶ďõĄāĄõŵçÀĈ 24 Table of contents 03 Notice of Annual General Meeting of Shareholders 06 Business of the meeting 06 Right to vote 06 Approval of the Circular 06 |
| 2023 Information Circular | TELUS International Corporate governance 40-56 Statement of corporate governance practices 40 Board of Directors 43-57 Oversight and mandate 43 Composition 43 Skills matrix 44 Environmental, social and governance (ESG) board oversight 45 Committees 45 Independence 49 EÀÀďÕîÌĈõËÕî¼ÀāÀî¼Àîď¼ÕĄÀ¶ďõĄĈ¨î¼¶õîŶÕ¶ďĈõËÕîďÀĄÀĈď 49 Related party transactions 50 Position descriptions — Chair, Vice-Chair and CEO 50 Expectations of our board — attendance, caps on outside service and interlocks 52 Succession planning 52 Board evaluation 53 Term limits and mechanisms of board renewal 53 Diversity, equity and inclusion 53 Orientation and continuing education 54 Code of ethics and conduct 56 Shareholder engagement 56 Executive compensation 58-87 Overview 58-68 Key compensation principles 58 Board oversight and compensation governance 61 Compensation consultant 62 Compensation elements for the CEO and the other NEOs in 2022 62 Total compensation at a glance 63 2022 approach to compensation 64 04 Additional disclosure related to directors 36 Director compensation 37-39 Director compensation table 38 Director share ownership guidelines 39 |
| TELUS International | 2023 Information Circular Equity compensation plans 88-94 Company equity-based compensation plans at a glance 88-94 Omnibus Long-Term Incentive Plan (MIP) 89 2021 Omnibus Long-Term Incentive Plan 91 2021 Employee Share Purchase Plan (2021 ESPP) 93 Appendix A: Terms of reference for the Board 95-98 2022 actual compensation 69-87 ÀîÀŵďĈ¨î¼āÀĄăĔÕĈÕďÀĈ 70 Clawback policy for Mr. Puritt 70 Executive share ownership guidelines 71 Executive shareholdings summary 71 Tax and accounting considerations 71 Conclusion 71 Summary compensation table 72 Grants of plan-based awards 74 LĔďĈď¨î¼ÕîÌÀăĔÕďĦ¨Ġ¨Ą¼Ĉ¨ďŵĈ¶¨çĦÀ¨ĄȺÀî¼ 75 Option exercises and shares vested 76 [ÀďÕĄÀíÀîďāç¨îµÀîÀŵďĈ 76 Summary of NEO employment and separation agreements 79 Severance on termination of employment 81 Change of control 81 õîŵ¼ÀîďÕ¨çÕďĦǿîõîȺ¶õíāÀďÀ¨î¼îõîȺĈõçÕ¶Õď 81 Potential payments upon termination or change-in-control 81 Employment agreements 84 Pay versus performance 84 05 |
| 2023 Information Circular | TELUS International Notice of Annual General Meeting of Shareholders As we look to balance optimization of shareholder engagement and cost ÀËŵ¶ÕÀî¶ÕÀĈĠÕďÒÕîõĔĄõāÀĄ¨ďÕõîĈǿĠÒÕçÀ¨çĈõ considering the ongoing challenges and uncertainties arising from variants of the COVID-19 pandemic, TELUS International will use the power of technology to enable our shareholders to attend our annual general meeting in a virtual-only format via a live webcast. A summary of the information shareholders will need to attend, participate and vote at our virtual meeting is provided on pages 7 to 18. At the meeting, shareholders will be asked to: Holders of record of subordinate voting shares and/or multiple voting shares on March 24, 2023 (the Record Date), are entitled to notice of, and to vote at, our meeting or any adjournment thereof. Each multiple voting share carries the right to ten votes per multiple voting share held and each subordinate voting share carries the right to one vote per subordinate share held. ~õĔ¶¨îŵî¼íõĄÀÕîËõĄí¨ďÕõõĔďÀ¨¶Ò item of business at the meeting, including who can vote and how to vote, beginning on page 7. The board of directors of TELUS International (the Board of Directors or Board) has approved in substance the content of this information circular and has authorized us to send it to the Company’s shareholders as at the Record Date. Vancouver, British Columbia Dated March 24, 2023 By order of the Board of Directors Michel E. Belec ÒÕÀË?Ą̀çLËŵ¶ÀĄ¨î¼õĄāõĄ¨ďÀ_À¶ĄÀ逸Ħ „ Registered shareholders and duly appointed proxyholders will have an equal opportunity to attend, participate and vote at this virtual meeting from any location. „ Non-registered shareholders may register to participate as proxy holders and those who have not duly appointed themselves as proxyholders and registered with our transfer agent, Computershare Investor Services Inc. (Computershare), may also attend virtually as guests. Guests will be able to attend virtually and listen to the meeting but will not be able to vote or ask questions during the meeting. 1. receive the Company’s 2022 audited ¶õîĈõçÕ¼¨ďÀ¼ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈǿďõÌÀďÒÀĄĠÕďÒ the report of the auditors on those statements; 2. elect directors of the Company (Directors) for the ensuing year; 3. appoint Deloitte LLP (Deloitte) as auditors for the ensuing year and authorize the Directors to ŵĥďÒÀÕĄĄÀíĔîÀĄ¨ďÕõîȁ¨î¼ 4. transact any other business that may properly come before the meeting and any postponement or adjournment thereof. Business of the meeting Right to vote Approval of the Circular Friday, May 12, 2023 4:00 p.m. (ET) When Virtual-only meeting via live audio webcast online at https://web.lumiagm. com/484294449 Where A notice and access îõďÕŵ¶¨ďÕõîďõ shareholders (Notice) will be mailed to non-registered shareholders on or about April 10, 2023. We are providing access to the information circular and the annual report to non-registered shareholders via the internet using the “notice and access” systems. These materials are available on the website referenced in the Notice: https://www. envisionreports.com/ telusinternational2023. Registered shareholders will receive a paper copy of our information circular and related proxy materials. Materials 06 |
| TELUS International | 2023 Information Circular Information about voting About the meeting and our Board Holders of record of subordinate voting shares and/or multiple voting shares on the Record Date are entitled to notice of, and to vote at, our annual general meeting or any adjournment thereof. There were 73,202,309 subordinate voting shares and 199,931,876 multiple voting shares outstanding on March 13, 2023. The subordinate voting shares are “restricted securities”, within the meaning of such term under applicable Canadian securities laws, in that they do not carry equal voting rights with the multiple voting shares. Each multiple voting share carries the right to ten votes per multiple voting share held and each subordinate voting share carries the right to one vote per subordinate voting share held. In aggregate, all the voting rights associated with the subordinate voting shares represented, as of March 13, 2023, approximately 3.53 per cent of the voting rights attached to all of the Company’s issued and outstanding shares. Under applicable securities laws in Canada, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinate voting shares. In accordance with the rules of the Toronto Stock Exchange (TSX) designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will be entitled to participate on an equal footing with holders of multiple voting shares, the holders of multiple voting shares upon completion of our initial public offering entered into a customary coattail agreement with the Company and a trustee (the Coattail Agreement). The Coattail Agreement contains provisions customary for dual-class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable securities laws in Canada to which they would have been entitled if the multiple voting shares had been subordinate voting shares. To the knowledge of the Directors and the Company’s executive leadership team (ELT) of TELUS International, as of March 13, 2023, ďÒÀõîçĦāÀĄĈõîĈõĄ¶õíā¨îÕÀĈďÒ¨ďµÀîÀŵ¶Õ¨ççĦõĠîÀ¼ǿ¼ÕĄÀ¶ďçĦõĄÕî¼ÕĄÀ¶ďçĦǿõĄÀĥÀĄ¶ÕĈÀ¼¶õîďĄõçõĄ¼ÕĄÀ¶ďÕõîõğÀĄǿƉƈāÀĄ¶ÀîďõĄíõĄÀ of the voting rights attached to any class of outstanding shares are the following: (1) Consists of shares held by TELUS Communications, Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd., 1276435 B.C. Ltd., 1276436 B.C. Ltd. and TELUS International Holding Inc., each a wholly owned subsidiary of TELUS. Multiple voting shares held by TELUS are convertible into an equivalent number of subordinate voting shares. If TELUS were to convert all its multiple voting shares into subordinate voting shares, it would hold 69.8 per cent of our subordinate voting shares and 21.0 per cent of our voting power. In June 2022, TELUS purchased 3,000,000 of our multiple voting shares, representing 1.5 per cent of our multiple voting shares then outstanding and 1.45 per cent of our voting power, from BPEA. (2) BPEA refers to BPEA EQT, formed as a result of the combination of Baring Private Equity Asia and EQT Asia in 2022. Consists of shares held by Riel B.V., which is indirectly and wholly-owned by BPEA Private Equity Fund VI, L.P.1 formerly known as The Baring Asia Private Equity Fund VI, L.P.1 (Fund VI1), BPEA Private Equity Fund VI, L.P.2, formerly known as The Baring Asia Private Equity &Ĕî¼w0ǿ?ǾXǾƊȬ&Ĕî¼w0Ɗȭ¨î¼¶ÀĄď¨ÕîõËÕďĈ¨ËŵçÕ¨ďÀĈǾgÒÀÌÀîÀĄ¨çā¨ĄďîÀĄõË&Ĕî¼w0Ɖ¨î¼&Ĕî¼w0ƊÕĈXXĄÕğ¨ďÀăĔÕďĦ'Xw0ǿ?ǾXǾËõĄíÀĄçĦäîõĠî¨Ĉ¨ĄÕîÌXĄÕğ¨ďÀăĔÕďĦĈÕ¨'Xw0ǿ?ǾXǾȬ&Ĕî¼ VI GP). The general partner of Fund VI GP is BPEA Private Equity GP VI Limited formerly known as Baring Private Equity Asia GP VI Limited (Fund VI Limited). As the majority shareholder of Fund w0?ÕíÕďÀ¼ǿXZg-õç¼ÕîÌĈí¨ĦµÀ¼ÀÀíÀ¼ďõÒ¨ğÀğõďÕį̂ÕĈāõĈÕďÕğÀāõĠÀĄĠÕďÒĄÀĈāÀ¶ďďõďÒÀĈÒ¨ĄÀĈµÀîÀŵ¶Õ¨ççĦõĠîÀ¼µĦ&Ĕî¼w0¨î¼&Ĕî¼w0Ɗ¨î¼ďÒÀÕĄ¨ËŵçÕ¨ďÀĈǿµĔď¼ÕĈ¶ç¨ÕíĈ µÀîÀŵ¶Õ¨çõĠîÀĄĈÒÕāõËĈĔ¶ÒĈÒ¨ĄÀĈǾgÒÀ¨¼¼ĄÀĈĈõË&Ĕî¼w0'X¨î¼&Ĕî¼w0?ÕíÕďÀ¼ÕĈ¶ȍõE¨āçÀĈõĄāõĄ¨ďÀ_ÀĄğÕ¶ÀĈ?ÕíÕďÀ¼ǿƋƑƈ'glÌç¨î¼-õĔĈÀǿ_õĔďÒÒĔĄ¶Ò_ďĄÀÀďǿ'ÀõĄÌÀďõĠîǿ'Ą¨î¼ Cayman, Cayman Islands. The address of BPEA EQT Holdings AB is Regeringsgatan 25 Stockholm, 111 53 Sweden. Multiple voting shares so held by BPEA are convertible into an equivalent number of subordinate voting shares. If BPEA were to convert all its multiple voting shares into subordinate voting shares, it would hold 43.1 per cent of our subordinate voting shares and 3.1 per ¶ÀîďõËõĔĄğõďÕîÌāõĠÀĄǾ&õĄ¼Àď¨ÕçĈõîĈÕÌîÕŵ¶¨î喝ăĔÕĈÕďÕõîĈõËõĔĄ¶õííõîĈÒ¨ĄÀĈµĦXǿĈÀÀɆ0ďÀíƏȽ[Àç¨ďÀ¼X¨ĄďĦgĄ¨îĈ¨¶ďÕõîĈȽ_Ò¨ĄÀ0ĈĈĔ¨î¶ÀĈɇÕîõĔĄ¨îîĔ¨çĄÀāõĄďõî&õĄíƊƈȺ& ĠÒÕ¶ÒÕĈ¨ğ¨Õ稵çÀďÒĄõĔÌÒÒďďāĈȀȍȍĠĠĠǾĈÀ¼¨ĄǾ¶õí¨î¼ÒďďāĈȀȍȍĠĠĠǾĈÀ¶ǾÌõğ¨î¼ĠÒÕ¶Ò¼ÕĈ¶çõĈĔĄÀÕĈĈāÀ¶Õŵ¶¨ççĦÕî¶õĄāõĄ¨ďÀ¼µĦĄÀËÀĄÀî¶À¨î¼ËõĄíĈ¨îÕîďÀÌĄ¨çā¨ĄďõËďÒÕĈ¶ÕĄ¶Ĕ稥Ǿ0î_ÀāďÀíµÀĄ 2021, BPEA sold 13,648,000 subordinate voting shares in a secondary offering, following conversion of an equivalent number of multiple voting shares into subordinate voting shares, representing 20.3 per cent of our outstanding multiple voting shares then outstanding and 6.2 per cent of our voting power. In June 2022, BPEA sold 3,000,000 multiple voting shares, representing 1.5 per cent of our multiple voting shares then outstanding and 1.45 per cent of our voting power, to TELUS Corporation. (3) [ÀāĄÀĈÀîďĈĈĔµõĄ¼Õî¨ďÀğõďÕîÌĈÒ¨ĄÀĈµÀîÀŵ¶Õ¨ççĦõĠîÀ¼µĦ¨āÕď¨ç[ÀĈÀ¨Ą¶Ò'çõµ¨ç0îğÀĈďõĄĈǿ¨¼ÕğÕĈÕõîõ˨āÕď¨ç[ÀĈÀ¨Ą¶Ò¨î¼E¨î¨ÌÀíÀîďõíā¨îĦǿµ¨ĈÀ¼ĈõçÀçĦõîďÒÀ_¶ÒÀ¼ĔçÀƉƋ&ŵçÀ¼ by Capital Research Global Investors with the SEC on February 14, 2023. (4) [ÀāĄÀĈÀîďĈĈĔµõĄ¼Õî¨ďÀğõďÕîÌĈÒ¨ĄÀĈµÀîÀŵ¶Õ¨ççĦõĠîÀ¼µĦE¨¶äÀîīÕÀ&Õî¨î¶Õ¨çõĄāõĄ¨ďÕõîǿµ¨ĈÀ¼ĈõçÀçĦõîďÒÀ_¶ÒÀ¼ĔçÀƉƋ&ŵçÀ¼µĦE¨¶äÀîīÕÀ&Õî¨î¶Õ¨çõĄāõĄ¨ďÕõîĠÕďÒďÒÀ_õî February 14, 2023. * represents less than one per cent of total voting power. Name # of Multiple Voting Shares Owned % of Outstanding Multiple Voting Shares # of Subordinate Voting Shares Owned % of Outstanding Subordinate Voting Shares Percentage of Outstanding Shares Percentage of Total Voting Power TELUS(1) 149,504,019 74.8% 1,438,013 2.0% 55.3% 72.2% BPEA(2) 50,427,857 25.2% Ƚ Ƚʫ 18.5% 24.3% Capital Research Global Investors(3) Ƚ Ƚʫ 12,213,589 16.7% 4.5% * Mackenzie Financial Corporation(4) Ƚ Ƚʫ 9,469,561 14.7% 3.9% * Who can vote 07 |
| 2023 Information Circular | TELUS International The following are items of business to be voted on at the meeting: We are required to have shareholders (represented in person or by proxy) holding, in the aggregate, at least 25 per cent of the issued and outstanding shares plus at least a majority of multiple voting shares entitled to be voted at the meeting. ĈĠÀçõõäďõµ¨ç¨î¶ÀõāďÕíÕī¨ďÕõîõËĈÒ¨ĄÀÒõç¼ÀĄÀį̂ÌÀíÀîď¨î¼¶õĈďÀËŵ¶ÕÀî¶ÕÀĈĠÕďÒÕîõĔĄõāÀĄ¨ďÕõîĈǿĠÒÕçÀ¨çĈõ¶õîĈÕ¼ÀĄÕîÌ the ongoing challenges and uncertainties arising from variants of the COVID-19 pandemic, TELUS International will use the power of technology to enable our shareholders to attend our annual general meeting in a virtual-only format via a live webcast. Questions for the meeting may be submitted either before the meeting through https://investorvote.com (refer to your control number as shown on your proxy form or on your voting instruction form, as applicable) or by selecting the messaging icon during the meeting for those shareholders participating via the live webcast. Only registered shareholders and duly appointed proxyholders may submit questions for the meeting, either before or during the meeting. ÀËõĄÀ¨ğõďÀÕĈÒÀç¼õîÀ¨¶Òí¨ďďÀĄǿďÒÀ¶Ò¨ÕĄõËďÒÀíÀÀďÕį̂î¼íÀíµÀĄĈõËí¨î¨ÌÀíÀîďāĄÀĈÀîďĠÕçç¨îĈĠÀĄăĔÀĈďÕõîĈĈāÀ¶Õŵ¶¨ççĦ relating to matters to be voted on, if applicable. General questions will be addressed following the meeting during a question and answer period. So that as many questions as possible are answered, shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Questions from multiple shareholders on the same topic, or that are otherwise related, may be grouped, summarized and answered together. All shareholder questions are welcome. However, we do not intend to address questions that: See further instructions on pages 10 to 16, depending on if you are a registered or a non-registered shareholder. You may access the website via your smartphone, tablet or computer and you will need the latest version of Chrome, Safari, Edge or Firefox (note that the use of Internet Explorer is not recommended). Please ensure that you are connected to the internet at all times to be able to vote. If you are not connected, your vote may not be recorded. It is your responsibility to ensure that you stay connected for the duration of the meeting. You should allow ample time to log into the meeting online and complete the related procedure. Please also see the Virtual AGM User Guide, which is included in the mailing envelope sent to shareholders and is available at https://web. lumiagm.com/484294449, on https://www.sedar.com and on https://www.sec.gov, for additional instructions on participating in the virtual meeting. For further help, contact Lumi at support-ca@lumiglobal.com and an Event Specialist will respond promptly. All of these items require approval by a majority of votes cast by shareholders at the meeting. Matters to be voted on and approval required Quorum Virtual meeting and technical requirements Submitting questions „ the election of Directors; and „ ďÒÀ¨āāõÕîďíÀîďõËÀçõÕďďÀ¨Ĉ¨Ĕ¼ÕďõĄĈËõĄďÒÀÀîĈĔÕîÌĦÀ¨Ą¨î¼¨ĔďÒõĄÕīÕîÌďÒÀÕĄÀ¶ďõĄĈďõŵĥďÒÀÕĄĄÀíĔîÀĄ¨ďÕõîǾ „ Registered shareholders and duly appointed proxyholders will have an equal opportunity to attend, participate and vote at this virtual meeting from any location. This includes the ability to ask questions and vote in real-time, provided that you are connected to the internet. „ Non-registered shareholders may register to participate as proxy holders and those who have not duly appointed themselves as proxyholders and registered with our transfer agent, Computershare, may also attend virtually as guests. Guests will be able to attend virtually and listen to the meeting but will not be able to vote or ask questions during the meeting. „ are irrelevant to the business of the meeting or TELUS International; „ are related to personal grievances; „ are related to non-public information about TELUS International; „ constitute derogatory references to individuals or that are otherwise offensive to third parties; „ are repetitious or have already been asked by other shareholders; „ are in furtherance of a shareholder’s personal or business interest, or „ are out of order or not otherwise appropriate as determined by the chair or secretary of the meeting in their reasonable judgment. 08 |
| TELUS International | 2023 Information Circular The chair of the meeting has broad authority to conduct the meeting in an orderly manner. To ensure the meeting is conducted in a manner that is fair to all shareholders, the chair of the meeting may exercise broad discretion with respect to, for example, the order in which questions are asked and the amount of time devoted to any one question. Any questions pertinent to the meeting that cannot be answered during the meeting due to time constraints will be answered and posted online at https://web.lumiagm.com/484294449. Posted questions may be summarized or grouped. The questions and answers will be available as soon as practical after the meeting and remain available for one month. -õĠĦõĔ¶¨îğõďÀ¼ÀāÀî¼ĈõîĠÒÀďÒÀĄĦõĔ¨ĄÀ¨ĄÀÌÕĈďÀĄÀ¼õĄîõîȺĄÀÌÕĈďÀĄÀ¼ȬµÀîÀŵ¶Õ¨çȭĈÒ¨ĄÀÒõç¼ÀĄǾ More details can be found in the tables on the following pages. How to vote 09 |
| 2023 Information Circular | TELUS International Registered shareholders ~õĔ¨ĄÀ¨ĄÀÌÕĈďÀĄÀ¼ĈÒ¨ĄÀÒõç¼ÀĄÕËĦõĔÒ¨ğÀ¨ĈÒ¨ĄÀ¶ÀĄďÕŵ¶¨ďÀõĄ¼ÕĄÀ¶ďĄÀÌÕĈ泌ďÕõîĈĦĈďÀíȬ[_ȭ¨¼ğÕ¶ÀÕĈĈĔÀ¼ÕîĦõĔĄî¨íÀǾ If you want to vote by proxy before the meeting Internet „ By visiting the following website: investorvote.com. Refer to your control number (shown on your proxy form) and follow the online voting instructions. Telephone „ By calling the toll-free number, ƉȺƐƎƎȺƏƋƊȺwLgȬƐƎƐƋȭ if you are in Canada or the United States. If you are not in Canada or the United States, you should call the direct phone number shown on your proxy form. To vote by phone, simply refer to your control number (shown on your proxy form) and follow the instructions. „ Note that you cannot appoint anyone other than Josh Blair or, failing him, Jeffrey Puritt as your proxy if you vote by phone. Mail „ By completing your proxy form and returning it by mail or hand delivery, following the instructions on the form. You can vote in any of the following ways: If you want to attend and vote at the virtual meeting 1. Log in online at https://web.lumiagm.com/484294449 at least 15 minutes before the meeting starts. Please check that your browser is compatible. 2. Click “Shareholder”. 3. Enter your control number (on your proxy form) as your username. 4. Enter the password: tixt2023 (case sensitive). 5. Follow the instructions to view the meeting and vote when prompted. Once you log into the meeting using your control number and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the meeting and will be provided with the opportunity to vote by online ballot on the matters put forth at the meeting. If you do not wish to revoke a previously submitted proxy, you may log in as a guest (see instructions on page 11), but you will be unable to vote or ask questions at the meeting. Please follow these steps: 10 Registered shareholders |
| TELUS International | 2023 Information Circular Registered shareholders If you want to appoint a third party as proxy to attend and vote at the virtual meeting If you want to appoint someone else as your proxy to attend, participate and vote at the meeting (other than the management appointees, Josh Blair, Vice-Chair of the Board, or, failing him, Jeffrey Puritt, President and CEO of TELUS 0îďÀĄî¨ďÕõî¨çȭǿĦõĔíĔĈďĈĔµíÕďĦõĔĄāĄõĥĦËõĄí¨āāõÕîďÕîÌ the third party AND register the third-party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy form. Failure to register the proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the meeting. The third party you appoint as a proxyholder does not need to be a shareholder. If you want to attend the virtual meeting as a guest 1. Submit your proxy formȽgõ¨āāõÕîď¨ďÒÕĄ¼Ⱥā¨ĄďĦ proxyholder, insert the person’s name into the appropriate space on the proxy form. Follow the instructions for ĈĔµíÕďďÕîÌďÒÀāĄõĥĦËõĄíȬĠÒÀďÒÀĄµĦÕîďÀĄîÀďõĄí¨ÕçȽĈÀÀ page 10). This step must be completed before registering such proxyholder as per step 2. 2. Register your proxyholderȽgõĄÀÌÕĈďÀĄ¨āĄõĥĦÒõç¼ÀĄǿ shareholders MUST visit computershare.com/ TELUSInternational by ƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿƊƈƊƋ and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to attend, participate or vote at the meeting. 1. Log in online at https://web.lumiagm.com/484294449. We recommend that you log in at least 15 minutes before the meeting starts. 2. Click “Guest” and then complete the online form. Guests can log into the meeting as set out below. Guests can listen to the meeting but are not able to vote or ask questions at the meeting. Please follow these steps: 11 |
| 2023 Information Circular | TELUS International Registered shareholders Deadline for returning your form Your completed proxy form must be received by: TELUS International c/o Computershare 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 îõç¨ďÀĄďÒ¨îƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿƊƈƊƋǾ If the meeting is adjourned or postponed, your completed proxy form must be received by 4:00 p.m. (ET) on the second-last business day before the reconvened meeting date (Proxy Deadline). If you change your mind about your vote 1. Deliver a letter stating that you want to revoke your proxy to ďÒÀĄÀÌÕĈďÀĄÀ¼õËŵ¶ÀõËďÒÀõíā¨îĦǿďõďÒÀ¨ďďÀîďÕõîõËȀ TELUS International ÒÕÀË?Ą̀çLËŵ¶ÀĄ¨î¼õĄāõĄ¨ďÀ_À¶ĄÀ逸Ħ 7th Floor, 510 West Georgia Street, Vancouver, British Columbia V6B 0M3 any time up to ƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿƊƈƊƋ or, if the meeting is adjourned or postponed, by 4:00 p.m. (ET), on the business day before the date of the reconvened meeting. 2. Any other way allowed by law. If you change your mind about your voting, you may revoke your proxy by following the instructions below: 12 |
| TELUS International | 2023 Information Circular Non-registered shareholders You are a non-registered shareholder if your shares are registered in the name of an intermediary such as a bank, trust company, trustee, investment dealer, clearing agency or other institution. If you want to vote by proxy before the meeting Internet „ By visiting the following website: proxyvote.com. Refer to your control number (shown on your form) and follow the online voting instructions. Telephone „ By calling the toll-free number shown on your voting instruction form. To vote by phone, simply refer to your control number (shown on your form) and follow the instructions. „ Note that you cannot appoint anyone other than Josh Blair or, failing him, Jeffrey Puritt as your proxy if you vote by phone. Mail „ By completing your voting instruction form and returning it by mail or hand delivery, following the instructions on the form. You can vote in any of the following ways: Non-registered shareholders 13 |
| 2023 Information Circular | TELUS International Non-registered shareholders If you want to attend and vote at the virtual meeting If you are a non-registered shareholder and you wish to vote at the meeting, you have to appoint yourself as a proxyholder ŵĄĈď¨î¼ďÒÀî¨çĈõĄÀÌÕĈďÀĄĠÕďÒõíāĔďÀĄĈÒ¨ĄÀǾThis is because the Company and Computershare do not have a record of the non-registered shareholders of the Company and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as a proxyholder. Please follow these steps: 1. To appoint yourself as proxyholder, insert your name into the appropriate space on the voting instruction form. Do îõďŵççõĔďĦõĔĄğõďÕîÌÕîĈďĄĔ¶ďÕõîĈǾ&õççõĠďÒÀÕîĈďĄĔ¶ďÕõîĈ for submitting the voting instruction form (whether by ÕîďÀĄîÀďõĄí¨ÕçȽĈÀÀ¨µõğÀȭµĦďÒÀ¨āāĄõāĄÕ¨ďÀ¼À¨¼çÕîÀǿ as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary. This step must be completed before registering such proxyholder as per step 2. 2. Register yourself as a proxyholder by visiting computershare. com/TELUSInternational by ƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿ 2023. Computershare will ask you for your proxyholder contact information and will send you a username via email shortly after this deadline. Without a username, you will not be able to attend, participate or vote at the meeting. 3. Log in online at https://web.lumiagm.com/484294449 at least 15 minutes before the meeting starts. Please check that your browser is compatible. 4. Click “Shareholder”. 5. Enter the username that was provided by Computershare. 6. Enter the password: tixt2023 (case sensitive). 7. Follow the instructions to view the meeting and vote when prompted. 14 |
| TELUS International | 2023 Information Circular If you want to appoint a third party as proxy to attend and vote at the virtual meeting If you want to appoint someone else (other than the management appointees, Josh Blair, Vice-Chair of the Board, or, failing him, Jeffrey Puritt, President and CEO of g?l_0îďÀĄî¨ďÕõî¨çȭ¨Ĉ¨āĄõĥĦďõ¨ďďÀî¼ǿā¨ĄďÕ¶Õā¨ďÀ¨î¼ vote at the meeting, you must submit your voting instruction form appointing the third party AND register the third-party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the meeting. The third party you appoint as a proxyholder does not need to be a shareholder. Please follow these steps: If you are a non-registered shareholder located in the United States and you wish to appoint yourself as a proxyholder then, in ¨¼¼ÕďÕõîďõĈďÀāĈƊďõƏ¨µõğÀǿĦõĔíĔĈďŵĄĈďõµď¨Õî¨ğ¨çÕ¼çĄ̀ç proxy from your intermediary. To do so, you should follow these steps: 1. Follow the instructions from your intermediary included with the legal proxy form and voting information forms sent to you or contact your intermediary to request a legal proxy form if you have not received one. 2. After you receive a valid legal proxy form from your intermediary, you must submit such legal proxy to Computershare. You can submit your proxy by email or by courier to: USLegalProxy@computershare.com (if by email), or Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 (if by courier), and in both cases, it must be labeled as “Legal Proxy” and received îõç¨ďÀĄďÒ¨îƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿƊƈƊƊ. 3. ~õĔĠÕççĄÀ¶ÀÕğÀ¨¶õîŵĄí¨ďÕõîõËĦõĔĄĄÀÌÕĈ泌ďÕõîµĦÀí¨Õç after Computershare receives your registration materials. Please note that you are required to register your appointment as a proxyholder at computershare.com/TELUSInternational as noted above. 1. Submit your voting instruction formȽgõ¨āāõÕîď¨ third-party proxyholder, insert the person’s name into the appropriate space on the voting instruction form. Follow the instructions for submitting the voting instruction form ȬĠÒÀďÒÀĄµĦÕîďÀĄîÀďõĄí¨ÕçȽĈÀÀā¨ÌÀƉƋȭµĦďÒÀ¨āāĄõāĄÕ¨ďÀ deadline, as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary. This step must be completed before registering such proxyholder as per step 2. 2. Register your proxyholderȽgõĄÀÌÕĈďÀĄ¨āĄõĥĦÒõç¼ÀĄǿ shareholders MUST visit computershare.com/ TELUSInternational by ƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿƊƈƊƋ and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to attend, participate or vote at the meeting. Non-registered shareholders 15 |
| 2023 Information Circular | TELUS International If you want to attend the virtual meeting as a guest Deadline for returning your voting instruction form If you change your mind about your vote If you are a non-registered shareholder located in the United States, and you wish to appoint a third party as your proxyholder, you must also obtain a valid legal proxy from your intermediary. To do so, you should follow these steps: 'ĔÀĈďĈǿÕî¶çĔ¼ÕîÌîõîȺĄÀÌÕĈďÀĄÀ¼µÀîÀŵ¶Õ¨çĈÒ¨ĄÀÒõç¼ÀĄĈĠÒõ have not duly appointed themselves as proxyholders, can log into the meeting as set out below. Guests can listen to the meeting but are not able to vote or ask questions at the meeting. XçÀ¨ĈÀ¶ÒÀ¶äĦõĔĄğõďÕîÌÕîĈďĄĔ¶ďÕõîËõĄíËõĄďÒÀĈāÀ¶Õŵ¶ deadline. ~õĔĄÕîďÀĄíÀ¼Õ¨ĄĦĠÕççîÀÀ¼ĦõĔĄğõďÕîÌÕîĈďĄĔ¶ďÕõîĈĈĔËŵ¶ÕÀîďçĦÕî advance of the Proxy Deadline to enable your intermediary to act on your instructions before the deadline. Typically, the deadline for non-registered shareholders is a day before the Proxy Deadline. For non-registered shareholders, if you have provided your voting instructions and changed your mind about your vote, you can revoke your proxy or voting instructions by contacting your intermediary. If your intermediary provides the option of voting over the internet, you can change your instructions by updating your voting instructions on the website provided by your intermediary, so long as you submit your new instructions before the intermediary’s deadline. 1. Follow the instructions from your intermediary included with the legal proxy form and voting information forms sent to you or contact your intermediary to request a legal proxy form if you have not received one. 2. After you receive a valid legal proxy form from your intermediary, you must submit such legal proxy to Computershare. You can submit your proxy by email or by courier to: USLegalProxy@computershare.com (if by email), or Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 (if by courier), and in both cases, it must be labeled as “Legal Proxy” and received îõç¨ďÀĄďÒ¨îƌȀƈƈāǾíǾȬgȭõîE¨ĦƉƈǿƊƈƊƋ. 3. ~õĔĠÕççĄÀ¶ÀÕğÀ¨¶õîŵĄí¨ďÕõîõËĦõĔĄĄÀÌÕĈ泌ďÕõîµĦÀí¨Õç after Computershare receives your registration materials. Please note that you are required to register the third party’s appointment as proxyholder at computershare.com/ TELUSInternational as noted above. „ Log in online at https://web.lumiagm.com/484294449. We recommend that you log in at least 15 minutes before the meeting starts. „ Click “Guest” and then complete the online form. 16 Non-registered shareholders |
| TELUS International | 2023 Information Circular By completing and returning a proxy, you are authorizing the person named in the proxy to attend the meeting and vote or withhold from voting your shares on each item of business that you are entitled to vote on, according to your instructions. 0ËĦõĔÒ¨ğÀ¨āāõÕîďÀ¼;õĈÒç¨ÕĄǿwÕ¶ÀȺÒ¨ÕĄõËďÒÀõ¨Ą¼ȬďÒÀwÕ¶ÀȺÒ¨ÕĄȭõĄǿ˨ÕçÕîÌÒÕíǿ;ÀËËĄÀĦXĔĄÕďďǿXĄÀĈÕ¼Àîď¨î¼ÒÕÀË ĥÀ¶ĔďÕğÀLËŵ¶ÀĄȬLȭõËg?l_0îďÀĄî¨ďÕõî¨çȬďõÌÀďÒÀĄǿďÒÀí¨î¨ÌÀíÀîďāĄõĥĦÒõç¼ÀĄĈȭ¨ĈĦõĔĄāĄõĥĦ¨î¼ĦõĔ¼õîõď provide them with instructions, they will vote your shares in favor of: ççāĄõĥÕÀĈ¨ĄÀĄÀ¶ÀÕğÀ¼ǿ¶õĔîďÀ¼¨î¼ď¨µĔç¨ďÀ¼µĦõĔĄďĄ¨îĈËÀĄ¨ÌÀîďǿõíāĔďÀĄĈÒ¨ĄÀǿÕî¨Ġ¨ĦďÒ¨ďāĄÀĈÀĄğÀĈďÒÀ¶õîŵ¼ÀîďÕ¨çÕďĦõË individual shareholders’ votes, except: Your proxy is being solicited by TELUS International management and the Company will pay for the cost of solicitation. TELUS International management will solicit proxies either by mail to your latest address shown on the register of shareholders or by electronic mail to the email address you provided. Additionally, TELUS International employees and/or agents may solicit proxies by telephone or other ways at a nominal cost to the Company. Canadian securities rules (Notice and Access) permit us to provide our non-registered shareholders with electronic access to the information circular and the annual report for the meeting instead of sending a paper copy. This means that the information circular and annual report are posted online for non-registered shareholders to access, rather than being mailed. Notice and Access is more environmentally friendly, as it helps reduce paper and energy use and also reduces printing and mailing costs. Non-registered shareholders will still receive forms of proxy or voting instruction forms in the mail so that they can vote their shares. However, unless a non-registered shareholder previously requested a paper copy, rather than receiving a paper copy of the circular and the annual report, they will receive a notice that has instructions on how to access and review an electronic copy of our information circular and annual report and how to request a paper copy. The notice also provides instructions on voting shares using the various voting methods provided (internet, telephone and mail). If non-registered shareholders would like to receive a paper copy of our information circular and annual report, please follow the instructions in the notice. Registered shareholders will continue to receive a paper copy of our information circular and form of proxy. Your voting instructions provided by proxy give discretionary authority to the person you appoint as proxyholder to vote as they see ŵďõî¨îĦ¨íÀî¼íÀîďõĄğ¨ĄÕ¨ďÕõîďõ¨îĦõËďÒÀí¨ďďÀĄĈÕ¼ÀîďÕŵÀ¼ÕîďÒÀîõďÕ¶ÀõËíÀÀďÕîÌõîā¨ÌÀƎ¨î¼¨îĦõďÒÀĄí¨ďďÀĄĈďÒ¨ďí¨Ħ properly be brought before the meeting, to the extent permitted by law, whether or not the amendment or other matter that comes before the meeting is routine and whether or not the amendment or other matter that comes before the meeting is contested. As õËE¨Ą¶ÒƉƋǿƊƈƊƋǿîõÕĄÀ¶ďõĄõĄĥÀ¶ĔďÕğÀLËŵ¶ÀĄõËďÒÀõíā¨îĦÕĈ¨Ġ¨ĄÀõ˨îĦğ¨ĄÕ¨ďÕõîǿ¨íÀî¼íÀîďõĄõďÒÀĄí¨ďďÀĄďõµÀ presented for a vote at the meeting. How your proxyholder will vote õîŵ¼ÀîďÕ¨çÕďĦ Solicitation by management Notice and Access „ electing as a director (Director) each nominee listed in this information circular; and „ ¨āāõÕîďÕîÌÀçõÕďďÀ¨Ĉ¨Ĕ¼ÕďõĄĈ¨î¼¨ĔďÒõĄÕīÕîÌďÒÀÕĄÀ¶ďõĄĈďõŵĥďÒÀÕĄĄÀíĔîÀĄ¨ďÕõîǾ „ as necessary to meet applicable law, „ in the event of a proxy contest, or „ in the event a shareholder has made a written comment on the proxy. Non-registered shareholders 17 |
| 2023 Information Circular | TELUS International Proxy materials are sent to registered shareholders through our transfer agent, Computershare. We do not send proxy-related material directly to non-registered shareholders. We use the services of Broadridge Investor Communication Solutions, Canada, which acts on behalf of the intermediaries, to send proxy materials to non-registered shareholders. We intend to pay intermediaries to send proxy-related materials and voting instruction forms to objecting non-registered shareholders. The voting results for each item of business at the meeting will be posted on https://www.telusinternational.com/investors and available via https://www.sedar.com and https://www.sec.gov after the meeting. Contact Computershare if you have additional questions regarding how to vote at or in advance of the meeting: Delivery of proxy materials Voting results For more information „ phone: 1-800-564-6253 (toll-free within North America), +1 (514) 982-7555 (outside North America) „ email: service@computershare.com „ online: https://www.computershare.com/service „ mail: Computershare Trust Company of Canada 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 18 |
| TELUS International | 2023 Information Circular Additional information Other than as described below or elsewhere in this information circular, none of the insiders of the Company, no nominee for election ¨Ĉ¨ÕĄÀ¶ďõĄ¨î¼îõ¨ĈĈõ¶Õ¨ďÀõĄ¨ËŵçÕ¨ďÀõËĈĔ¶ÒāÀĄĈõîĈõĄ¶õíā¨îÕÀĈÒ¨Ĉ¨îĦí¨ďÀĄÕ¨çÕîďÀĄÀĈďǿ¼ÕĄÀ¶ďõĄÕî¼ÕĄÀ¶ďǿÕî¨îĦ泌îĈ¨¶ďÕõî ĈÕî¶ÀďÒÀ¶õííÀî¶ÀíÀîďõËďÒÀõíā¨îĦɉĈíõĈďĄÀ¶ÀîďçĦ¶õíāçÀďÀ¼ŵî¨î¶Õ¨çĦÀ¨ĄõĄÕî¨îĦāĄõāõĈÀ¼ďĄ¨îĈ¨¶ďÕõîǿĠÒÕ¶ÒǿÕîÀÕďÒÀĄ case, has materially affected or will materially affect the Company or any of its subsidiaries. Interest of certain persons in material transactions and related party transactions On February 5, 2021, we announced the closing of the Company’s initial public offering. Our subordinate voting shares began trading on the New York Stock Exchange (NYSE) and the TSX on February 3, 2021, under the symbol “TIXT”. We entered into a shareholders’ agreement with TELUS Communications Inc. and BPEA upon consummation of our initial public offering that governs the relationship among us, TELUS and BPEA. We amended that shareholders’ agreement on March 9, 2023 to eliminate initial post-IPO transition ĄÀăĔÕĄÀíÀîďĈǿĄÀíõğÀXɉĈĄÕÌÒďĈĄĄ̀Ą¼ÕîÌďÒÀîõíÕî¨ďÕõîõË¼ÕĄÀ¶ďõĄĈ¨î¼¨āāõÕîďíÀîďõËõµĈÀĄğÀĄĈďõõĔĄõ¨Ą¼¨î¼¶õîŵĄí TELUS’ and the Company’s rights to nominate individuals to serve on our Board (the Shareholders’ Agreement). We also entered into a registration rights agreement (the Registration Rights Agreement) with TELUS and certain of its subsidiaries and BPEA immediately before the completion of our initial public offering, pursuant to which we agreed to provide TELUS and certain of its subsidiaries or BPEA with certain demand and piggyback registration rights that require us to use commercially reasonable efforts to effect the registration under applicable federal, state and provincial securities laws, in either Canada or the United States, of any of our subordinate voting shares held by TELUS and certain of its subsidiaries or BPEA. We amended the registration rights agreement in ;ĔîÀƊƈƊƉďõāĄõğÕ¼À;ÀËËĄÀĦXĔĄÕďďǿõĔĄXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄǿĠÕďÒ¶ÀĄď¨ÕîĄÀÌÕĈ泌ďÕõîĄÕÌÒďĈǾ0î¶õîîÀ¶ďÕõîĠÕďÒďÒÀ acquisition of WT Blocker Corp and its subsidiaries (WillowTree), which we acquired on January 3, 2023, we further amended the Registration Rights Agreement to extend certain demand and piggyback registration rights to Insignia WT Holdings, LLC and certain members of management of WillowTree who hold subordinate voting shares following the WillowTree acquisition, as well as to all other shareholder parties to the Registration Rights Agreement. The amendments made to the Registration Rights Agreement in ¶õîîÀ¶ďÕõîĠÕďÒďÒÀxÕççõĠgĄÀÀ¨¶ăĔÕĈÕďÕõîāĄÀĈÀĄğÀ¼ďÒÀĄÀÌÕĈ泌ďÕõîĄÕÌÒďĈāĄõğÕ¼À¼ďõõĔĄXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄÕî June 2021. A summary of the terms of the Shareholders’ Agreement and registration rights agreement is described under “Corporate 'õğÀĄî¨î¶Àɇ¨î¼Ĕî¼ÀĄďÒÀÒÀ¨¼ÕîÌɆ[Àç¨ďÀ¼X¨ĄďĦgĄ¨îĈ¨¶ďÕõîĈȽLĔĄ[Àç¨ďÕõîĈÒÕāĠÕďÒg?l_¨î¼XɇÕîõĔĄ¨îîĔ¨çĄÀāõĄď on Form 20-F which is available through https://www.sedar.com and https://www.sec.gov¨î¼ĠÒÕ¶Ò¼ÕĈ¶çõĈĔĄÀÕĈĈāÀ¶Õŵ¶¨ççĦ Õî¶õĄāõĄ¨ďÀ¼µĦĄÀËÀĄÀî¶À¨î¼ËõĄíĈ¨îÕîďÀÌĄ¨çā¨ĄďõËďÒÕĈ¶ÕĄ¶Ĕ稥ǾgÒÀ¨íÀî¼íÀîďďõďÒÀ_Ò¨ĄÀÒõç¼ÀĄĈɉÌĄÀÀíÀîďĠ¨ĈŵçÀ¼õî March 15, 2023 and is available on https://www.sedar.comǿ¨î¼ďÒÀ&õĄíƎȺ=ÕîĄÀĈāÀ¶ďõËĈĔ¶Ò¨íÀî¼íÀîďĠ¨ĈŵçÀ¼õîE¨Ą¶ÒƉƍǿ 2023 and available on https://www.sec.govǾgÒ¨ď¼ÕĈ¶çõĈĔĄÀÕĈ¨çĈõĈāÀ¶Õŵ¶¨ççĦÕî¶õĄāõĄ¨ďÀ¼µĦĄÀËÀĄÀî¶À¨î¼ËõĄíĈ¨îÕîďÀÌĄ¨çā¨Ąď of this circular. The audit committee (Audit Committee) of the Board of Directors is mandated with reviewing any related party transactions that arise ÕîğõçğÕîÌ¨ÕĄÀ¶ďõĄõĄĈÀîÕõĄõËŵ¶ÀĄõËg?l_0îďÀĄî¨ďÕõî¨çǿ¨î¼ďõ¨āāĄõğÀ¨îĦāĄõ¶À¼ĔĄÀĈďÒ¨ďĈÒõĔç¼µÀ¨¼õāďÀ¼Õî¶õîîÀ¶ďÕõî therewith. Shareholders’ agreement In connection with the initial public offering, we, TELUS and certain of its subsidiaries also entered into intercompany agreements to provide a framework for our relationship and to provide for services that we, TELUS and certain of its subsidiaries will receive and provide from and to the other. In addition, TELUS is a lender under the Company’s senior secured credit agreement. A summary of ďÒÀďÀĄíĈõËÀ¨¶ÒÕîďÀĄ¶õíā¨îĦ¨ÌĄÀÀíÀîďÕĈ¼ÀĈ¶ĄÕµÀ¼Ĕî¼ÀĄďÒÀÒÀ¨¼ÕîÌɆ[Àç¨ďÀ¼X¨ĄďĦgĄ¨îĈ¨¶ďÕõîĈȽLĔĄ[Àç¨ďÕõîĈÒÕāĠÕďÒ TELUS” in our annual report on Form 20-F which is available through https://www.sedar.com and https://www.sec.gov and which ¼ÕĈ¶çõĈĔĄÀÕĈĈāÀ¶Õŵ¶¨ççĦÕî¶õĄāõĄ¨ďÀ¼µĦĄÀËÀĄÀî¶À¨î¼ËõĄíĈ¨îÕîďÀÌĄ¨çā¨ĄďõËďÒÕĈ¶ÕĄ¶Ĕ稥Ǿ Agreements with TELUS ççŵî¨î¶Õ¨çÕîËõĄí¨ďÕõîÕĈĄÀāõĄďÀ¼ÕîlǾ_Ǿ¼õç稥ĈĔîçÀĈĈõďÒÀĄĠÕĈÀĈāÀ¶ÕŵÀ¼Ǿ ¼¼ÕďÕõî¨çŵî¨î¶Õ¨çÕîËõĄí¨ďÕõîÕĈ¶õîď¨ÕîÀ¼Õîg?l_0îďÀĄî¨ďÕõî¨çɉĈ¨îîĔ¨çĄÀāõĄďõî&õĄíƊƈȺ&¨î¼ďÒÀ¨Ĕ¼ÕďÀ¼¶õîĈõçÕ¼¨ďÀ¼ ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈõËďÒÀõíā¨îĦËõĄďÒÀĦÀ¨ĄÀî¼À¼À¶ÀíµÀĄƋƉǿƊƈƊƊǿ¨î¼í¨î¨ÌÀíÀîďɉĈ¼ÕĈ¶ĔĈĈÕõî¨î¼¨î¨çĦĈÕĈďÒÀĄÀõËǾ These documents are available upon request to TELUS International Law & Governance, 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3. TELUS International’s public documents are also available through https://www.sedar.com and https://www.sec.gov. Unless otherwise indicated, the information provided in this circular is as of March 13, 2023. Additional matters and information FõÕĄÀ¶ďõĄõĄõËŵ¶ÀĄȬLËŵ¶ÀĄȭõËďÒÀõíā¨îĦõĄāĄõāõĈÀ¼îõíÕîÀÀËõĄÀçÀ¶ďÕõî¨Ĉ¨ÕĄÀ¶ďõĄǿõĄ¨îĦ¨ĈĈõ¶Õ¨ďÀďÒÀĄÀõËǿ ÕĈõĄÒ¨Ĉ¨ď¨îĦďÕíÀĈÕî¶ÀďÒÀµÀÌÕîîÕîÌõËďÒÀāĄÀ¶À¼ÕîÌďÒĄÀÀŵî¨î¶Õ¨çĦÀ¨ĄĈµÀÀîÕî¼ÀµďÀ¼ďõďÒÀõíā¨îĦõĄÕďĈĈĔµĈÕ¼Õ¨ĄÕÀĈǾ 0î¼ÀµďÀ¼îÀĈĈõË¼ÕĄÀ¶ďõĄĈ¨î¼õËŵ¶ÀĄĈ 19 |
| 2023 Information Circular | TELUS International Business of the meeting gÒÀ¨Ĕ¼ÕďÀ¼¶õîĈõçÕ¼¨ďÀ¼ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈËõĄďÒÀĦÀ¨ĄÀî¼À¼À¶ÀíµÀĄƋƉǿƊƈƊƊ¨î¼ďÒÀ¨¶¶õíā¨îĦÕîÌí¨î¨ÌÀíÀîďɉĈ discussion and analysis, are contained in the TELUS International 2022 annual report on Form 20-F, which is available through https://www.sedar.com and https://www.sec.gov. You may also obtain a copy upon request to TELUS International’s Chief ?Ą̀çLËŵ¶ÀĄǿƏďÒ&çõõĄǿƍƉƈxÀĈď'ÀõĄÌÕ¨_ďĄÀÀďǿw¨î¶õĔğÀĄǿĄÕďÕĈÒõçĔíµÕ¨wƎƈEƋǾ gÒÀõ¨Ą¼Ò¨ĈŵĥÀ¼ďÒÀîĔíµÀĄõËÕĄÀ¶ďõĄĈ¨ďƉƉÕ¶õĄ¼¨î¶ÀĠÕďÒďÒÀ¨ĄďÕ¶çÀĈõËďÒÀõíā¨îĦȬĄďÕ¶çÀĈȭǾxÀµÀçÕÀğÀďÒÀĈÕīÀõË the Board is optimal to enable us to leverage the diversity of skills, experience and background necessary to effectively serve the Company and to form effective committees of the Board (Committees). At the meeting, we will ask you to vote for the election of the 11 nominees proposed by the Company as Directors. See pages 23 to 35 for biographical and other relevant information about all of the nominees. Since our 2022 annual meeting of shareholders, two of our Directors, Kenneth Cheong and Stephen Lewis, resigned from our Board effective February 9, 2023 and January 5, 2023, respectively and we have added Madhuri Andrews and Navin Arora, effective March 9, 2023 and January 4, 2023, respectively, who are both standing for election at the annual meeting of shareholders. Each shareholder will be entitled to vote for, or withhold their votes from, the election of each director. Josh Blair, the Vice-Chair of ďÒÀõ¨Ą¼ǿõĄË¨ÕçÕîÌÒÕíǿ;ÀËËĄÀĦXĔĄÕďďǿõĔĄXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄǿÒ¨ğÀµÀÀîî¨íÀ¼ÕîďÒÀāĄõĥĦ¨ĈāĄõĥĦÒõç¼ÀĄĈ (management proxyholders), and they intend to vote FORďÒÀÀçÀ¶ďÕõîõ˨ççƉƉîõíÕîÀÀĈĠÒõĈÀî¨íÀĈ¨î¼āĄõŵçÀĈ¨ĄÀĈÀďËõĄďÒõî pages 23 to 35, except in relation to shares held by a shareholder who instructs otherwise. Our majority voting policy applies to uncontested Director elections. Under this policy, if a nominee for election as a Director does not receive a greater number of votes “for” than votes “withheld” with respect to his or her election by shareholders, then the nominee shall promptly tender his or her resignation to the Vice-Chair following the meeting of shareholders at which the matter of the election of the Director was brought forth. The Governance and Nominating Committee will consider such offer to resign and make a recommendation to our Board whether or not to accept it. In its deliberations, the Governance and Nominating Committee will consider any stated reasons why shareholders “withheld” votes from the election of that Director, the length of service and the ăĔ¨çÕŵ¶¨ďÕõîĈõËďÒÀÕĄÀ¶ďõĄǿďÒÀÕĄÀ¶ďõĄɉĈ¶õîďĄÕµĔďÕõîĈďõõĔĄõíā¨îĦǿďÒÀÀËËÀ¶ďĈĔ¶ÒĄÀĈÕÌî¨ďÕõîí¨ĦÒ¨ğÀõîõĔĄ¨µÕçÕďĦďõ comply with any applicable governance rules and policies and the dynamics of the Board and any other factors that the Governance and Nominating Committee considers relevant. Our Board will act on the Governance and Nominating Committee’s recommendation within 90 days following the applicable meeting of shareholders and announce its decision in a press release, after considering the factors considered by the Governance and Nominating Committee and any other factors that the Board considers relevant. Our Board will accept a resignation except in situations where extenuating circumstances would warrant the Director to continue to serve on the Board. Our majority voting policy will apply for uncontested Director elections, being elections in which the number of nominees for election as a Director is the same as the number of Directors to be elected. Our majority voting policy is included in our TELUS International Board Policy Manual (Board Policy Manual), which can be downloaded at https://www.telusinternational.com/ investors/governance. xÀµÀçÕÀğÀďÒ¨ď¨ççƉƉîõíÕîÀÀĈ¨ĄÀ¨µçÀďõĈÀĄğÀ¨ĈÕĄÀ¶ďõĄĈǾlîçÀĈĈďÒÀÕĄõËŵ¶ÀÕĈ𨶨ďÀ¼Õ¶õĄ¼¨î¶ÀĠÕďÒ¨āāçÕ¶¨µçÀç¨ĠõĄďÒÀ ĄďÕ¶çÀĈǿÀ¨¶ÒÕĄÀ¶ďõĄÀçÀ¶ďÀ¼¨ďďÒÀíÀÀďÕîÌĠÕççÒõç¼õËŵ¶ÀËĄõíďÒÀ¼¨ďÀõËďÒÀÕĄÀçÀ¶ďÕõîĔîďÕçďÒÀîÀĥď¨îîĔ¨çíÀÀďÕîÌõĄĔîďÕçÒÕĈõĄ her successor is elected or appointed. Ĕ¼ÕďÀ¼¶õîĈõçÕ¼¨ďÀ¼ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈ Election of directors General Majority Voting Policy 20 |
| TELUS International | 2023 Information Circular Deloitte has been our external auditors since 2016 and reports directly to the Audit Committee. Upon the recommendation of the Audit Committee and the Board, shareholders will be asked at the meeting to approve the appointment of Deloitte as auditors and ¨ĔďÒõĄÕīÀďÒÀÕĄÀ¶ďõĄĈďõŵĥďÒÀ¨Ĕ¼ÕďõĄĈɉĄÀíĔîÀĄ¨ďÕõîËõĄďÒÀÀîĈĔÕîÌĦÀ¨ĄǾgÒÀí¨î¨ÌÀíÀîďāĄõĥĦÒõç¼ÀĄĈÕîďÀî¼ďõğõďÀFOR the appointment of Deloitte as auditors of the Company, except in relation to shares held by a shareholder who instructs otherwise. In order for the Company to properly assess the correlation between our executives’ compensation and their performance, and to then formulate our approach to executive compensation accordingly, we believe that a longer performance period following our initial public offering is needed. Given this, the Company will continue to assess the need for and timing of a say on pay vote and has decided to forgo an advisory say on pay vote at this meeting. For additional information on how TELUS International engages with its shareholders, see “Shareholder engagement” on page 56. The Board recommends you vote FOR appointing Deloitte as our auditors until the next annual meeting and authorizing the Directors ďõŵĥÀçõÕďďÀɉĈĄÀíĔîÀĄ¨ďÕõîǾ Fees billed for services provided by Deloitte for 2022 and 2021 are as follows: Appointment of auditors Note on say on pay Summary of billings and services by the external auditors for 2022 and 2021 Type of work 2022 2021 $%$% Audit fees(1) $ 3,353,107 80.78 $ 2,645,000 64.85 Audit-related fees(2) 603,872 14.55 1,068,241 26.19 Tax fees(3) 157,260 3.79 294,300 7.22 All other fees(4) 36,680 0.88 71,255 1.75 Total(5) $ 4,150,919 100.00 $ 4,078,796 100.00 (1) 0î¶çĔ¼ÀĈËÀÀĈËõĄ¨Ĕ¼ÕďĈÀĄğÕ¶ÀĈµÕççÀ¼ÕîĄÀç¨ďÕõîďõõĔĄ¨îîĔ¨çǿÕîďÀĄÕí¨î¼Ĉď¨ďĔďõĄĦŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈ¨î¼ĄÀç¨ďÀ¼ĄÀÌĔç¨ďõĄĦŵçÕîÌĈǾ (2) Includes fees for attest services for information system and for the year ended December 31, 2021, also included fees for assurance services related to our initial public offering. (3) Includes fees related to tax compliance, tax advice and tax planning. (4) Includes fees for services rendered by Deloitte not included above. (5) Sum of percentage may not total 100 per cent due to rounding. Our Articles contain an advance notice requirement for Director nominations. These requirements are intended to: (i) facilitate orderly ¨î¼ÀËŵ¶ÕÀîď¨îîĔ¨çÌÀîÀĄ¨çíÀÀďÕîÌĈõĄǿĠÒÀĄÀďÒÀîÀÀ¼¨ĄÕĈÀĈǿĈāÀ¶Õ¨çíÀÀďÕîÌĈȁȬÕÕȭÀîĈĔĄÀďÒ¨ď¨ççĈÒ¨ĄÀÒõç¼ÀĄĈĄÀ¶ÀÕğÀ¨¼ÀăĔ¨ďÀ îõďÕ¶ÀõËõ¨Ą¼îõíÕî¨ďÕõîĈ¨î¼ĈĔËŵ¶ÕÀîďÕîËõĄí¨ďÕõîĠÕďÒĄÀĈāÀ¶ďďõ¨ççîõíÕîÀÀĈȁ¨î¼ȬÕÕÕȭ¨ççõĠĈÒ¨ĄÀÒõç¼ÀĄĈďõĄÀÌÕĈďÀĄ¨î informed vote. Shareholders who wish to nominate candidates for election as Directors must provide timely notice in writing ďõEÕ¶ÒÀçǾÀçÀ¶ǿÒÕÀË?Ą̀çLËŵ¶ÀĄ¨î¼õĄāõĄ¨ďÀ_À¶ĄÀ逸ĦǿƏďÒ&çõõĄǿƍƉƈxÀĈď'ÀõĄÌÕ¨_ďĄÀÀďǿw¨î¶õĔğÀĄǿĄÕďÕĈÒõçĔíµÕ¨ V6B 0M3, and include the information set forth in our Articles. The notice must be made not less than 30 days before the date of the meeting, namely by April 12, 2023. See our Articles, available through https://www.sedar.com and https://www.sec.gov and on https://www.telusinternational.com/investors/governance. The Board recommends you vote FOR the election of each nominated Director. Advance notice 21 |
| 2023 Information Circular | TELUS International The following matters were voted on at the 2022 annual meeting of shareholders held on May 20, 2022. Each of the matters voted on is more fully described in TELUS International’s management information circular dated March 14, 2022. Each of the following 11 nominees was elected as a Director. The votes cast for each nominee were as follows: ÀçõÕďďÀĠ¨Ĉ¨āāõÕîďÀ¼¨ĈďÒÀõíā¨îĦɉĈ¨Ĕ¼ÕďõĄĈ¨î¼ďÒÀÕĄÀ¶ďõĄĈĠÀĄÀ¨ĔďÒõĄÕīÀ¼ďõŵĥďÒÀ¨Ĕ¼ÕďõĄĈɉĄÀíĔîÀĄ¨ďÕõîËõĄďÒÀÀîĈĔÕîÌ year. The votes were cast as follows: 2022 voting results Director Votes For % of Votes for Votes Withheld % of Votes Withheld Darren Entwistle (Chair) 2 035 548 655 99.04% 19 794 450 0.96% Josh Blair (Vice-Chair) 2 040 202 156 99.26% 15 140 949 0.74% Olin Anton 2 045 840 794 99.54% 9 502 311 0.46% Kenneth Cheong 2 040 849 909 99.29% 14 493 196 0.71% Doug French 2 040 849 008 99.29% 14 494 097 0.71% Tony Geheran 2 013 131 095 97.95% 42 212 010 2.05% Stephen Lewis 2 040 405 079 99.27% 14 938 026 0.73% Sue Paish 2 053 657 487 99.92% 1 685 618 0.08% Jeffrey Puritt 2 043 929 252 99.44% 11 413 853 0.56% Carolyn Slaski 2 054 783 223 99.97% 559 882 0.03% Sandra Stuart 2 055 330 645 100.00% 12 460 0.00% Votes For % of Votes for Votes Withheld % of Votes Withheld 2 055 873 972 100.00% 4 693 0.00% 22 |
| TELUS International | 2023 Information Circular About our nominated directors We have elected to be treated as a “controlled company” under the listing requirements of the NYSE because more than 50 per cent of the combined voting power of our multiple voting shares and subordinate voting shares is held by TELUS and certain of its subsidiaries. We intend to rely upon the “controlled company” exemption relating to the Board of Directors and committee independence requirements under the NYSE listing requirements until we are no longer eligible or until we determine otherwise. Pursuant to this exemption, we are exempt from, among other things, the listing requirements that would otherwise require that our Board consist of a majority of independent Directors and that our Human Resources Committee and Governance and Nominating Committee be composed entirely of independent Directors. The “controlled company” exemption does not modify the independence requirements for the Audit Committee, and we comply with the requirements of the Exchange Act, the NYSE listing requirements and applicable Canadian securities laws, which require that our Audit Committee consist exclusively of independent Directors within one year following the effective date of the registration statement relating to the initial public offering, which was February 3, 2021. As of January 21, 2022, our Audit Committee was composed solely of independent Directors. Since our 2022 annual meeting of shareholders, we have added two new Directors to the Board, Madhuri Andrews and Navin Arora, effective March 9, 2023 and January 4, 2023, respectively. Two of our Directors, Kenneth Cheong and Stephen Lewis, resigned from our Board effective February 9, 2023 and January 5, 2023, respectively. At the meeting, there will be 11 Directors proposed for election to the Board. In accordance with our independence criteria (as detailed õîā¨ÌÀƌƑȭǿŵğÀõËďÒÀƉƉÕĄÀ¶ďõĄĈāĄõāõĈÀ¼ËõĄÀçÀ¶ďÕõîďõďÒÀõ¨Ą¼¨ĄÀÕî¼ÀāÀî¼ÀîďǿĄÀāĄÀĈÀîďÕîÌƌƍāÀĄ¶ÀîďõËõĔĄõ¨Ą¼ǾLçÕî îďõîǿE¨¼ÒĔĄÕî¼ĄÀĠĈǿ_ĔÀX¨ÕĈÒǿ¨ĄõçĦî_ç¨ĈäÕ¨î¼_¨î¼Ą¨_ďĔ¨Ąď¨ĄÀÀ¨¶Ò¨îɆÕî¼ÀāÀî¼Àîď¼ÕĄÀ¶ďõĄɇ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀF~_ listing requirements and NI 58-101. Mr. Puritt is not considered an independent Director as he is our President and CEO. Josh Blair, the Vice-Chair of the Board, is not considered an independent Director as he was an employee of TELUS until December 31, 2020. In addition, Mr. Arora, our new nominee Director, Darren Entwistle, Doug French and Tony Geheran are not considered independent Directors as they are employees of TELUS. We are committed to fostering an environment that is diverse and inclusive and facilitates a broad range of perspectives. We ĄÀ¶õÌîÕīÀďÒÀÕíāõĄď¨î¶À¨î¼µÀîÀŵďõËÒ¨ğÕį̂õ¨Ą¼õËÕĄÀ¶ďõĄĈ¨î¼ĈÀîÕõĄí¨î¨ÌÀíÀîď¶õíāĄÕĈÀ¼õËÒÕÌÒçĦăĔ¨çÕŵÀ¼ Õî¼ÕğÕ¼Ĕ¨çĈĠÒõĄÀŶÀ¶ďďÒÀ¶õííĔîÕďÕÀĈĠÒÀĄÀĠÀçÕğÀ¨î¼ĠõĄä¨î¼ďÒÀ¶çÕÀîďĈĠÀĈÀĄğÀǾĈā¨ĄďõËõĔĄõîµõ¨Ą¼ÕîÌāĄ¨¶ďÕ¶ÀĈËõĄ our Board members, we provide materials outlining our caring culture and highlight the community-oriented focus of our business. Additionally, our Board receives regular reporting on respectful workplace and integrity initiatives and, should they arise within our µĔĈÕîÀĈĈǿ¨îĦĈÕÌîÕŵ¶¨îďÕî¶Õ¼ÀîďĈǾ We adopted a formal Board diversity policy providing that the Governance and Nominating Committee shall consider diversity criteria, such as gender, age, ethnicity/aboriginal status and geographic background in recommending director nominees to the Board, which we applied in connection with the director search efforts that we undertook as part of planned increases to the size of our Board. In addition and over time, we aspire our Board to achieve greater geographic, age and ethnic diversity. We have also ¨ĔďÒõĄÕīÀ¼ďÒÀ'õğÀĄî¨î¶À¨î¼FõíÕî¨ďÕîÌõííÕďďÀÀďõÀį̂ÌÀăĔ¨çÕŵÀ¼Õî¼ÀāÀî¼ÀîďÀĥďÀĄî¨ç¨¼ğÕĈõĄĈďõĈÀ¨Ą¶ÒËõĄ¶¨î¼Õ¼¨ďÀĈ that help achieve these diversity objectives. Since our last annual general meetings, we have added two diverse candidates to our õ¨Ą¼ǾďďÒÀďÕíÀõËďÒÕĈāĄõĥĦ¶ÕĄ¶Ĕ稥ǿŵğÀõËõĔĄƉƉîõíÕîÀÀĈǿĄÀāĄÀĈÀîďÕîÌƌƍāÀĄ¶ÀîďõËďÒÀîõíÕîÀÀĈǿĈÀçËȺÕ¼ÀîďÕËĦ¨Ĉ¼ÕğÀĄĈÀȺ four nominees are women, representing 36 per cent of the nominees and two nominee members are a visible minority, representing 18 per cent of the nominees. We believe the promotion of diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each candidate for director, in light of the needs of the Board, without focusing on a single diversity characteristic. When assessing the composition of the Board, a principal focus is expected to be on ensuring the Board has the diverse experiences, skills and backgrounds needed to oversee our Company and the Company will take a balanced approach when considering the extent to which personal characteristics are taken into account. Our Board Diversity Policy is included in our Board Policy Manual, which can be accessed at: https://www.telusinternational.com/investors/governance. Independence Diversity, equity and inclusion 23 |
| 2023 Information Circular | TELUS International The following section provides detailed information on each person nominated for election as Director. The Directors are elected µĦďÒÀĈÒ¨ĄÀÒõç¼ÀĄĈ¨ďÀ¨¶Ò¨îîĔ¨çÌÀîÀĄ¨çíÀÀďÕîÌõËĈÒ¨ĄÀÒõç¼ÀĄĈǿ¨î¼¨ççÕĄÀ¶ďõĄĈÒõç¼õËŵ¶ÀËõĄ¨ďÀĄíÀĥāÕĄÕį̂ďďÒÀ¶çõĈÀõË the next annual shareholders meeting or until their respective successors are elected or appointed. There are two new directors nominated for election that were not included in our 2022 information circular, Ms. Andrews and Mr. Arora. Ms. Andrews and Mr. ĄõĄ¨ɉĈĈäÕççĈǿÀĥāÀĄÕÀî¶À¨î¼ăĔ¨çÕŵ¶¨ďÕõîĈǿ¨çõîÌĠÕďÒďÒÀõďÒÀĄ¼ÕĄÀ¶ďõĄîõíÕîÀÀĈǿĈÒõĔç¼ÒÀÕÌÒďÀîďÒÀÀËËÀ¶ďÕğÀîÀĈĈõËõĔĄõ¨Ą¼Ǿ Following their election at the annual general meeting, Messrs. Entwistle and Blair are expected to be re-appointed to the Chair and Vice-Chair roles respectively. gÒÀÕĄÀ¶ďõĄîõíÕîÀÀĈɉāĄõŵçÀĈ¼Àď¨ÕçďÒÀĈāÀ¶Õŵ¶ĈäÕççĈ¨î¼ÀĥāÀĄÕÀî¶ÀďÒ¨ďÀ¨¶ÒÕî¼ÕğÕ¼Ĕ¨çµĄÕîÌĈďõďÒÀõ¨Ą¼ǾgÒÀĈÀĈäÕççĈ¨ĄÀÕî addition to their senior executive and strategic leadership experience, which is required of all of our Directors. Here is a summary of ďÒÀĈäÕççĈǿÀĥāÀĄÕÀî¶À¨î¼ăĔ¨çÕŵ¶¨ďÕõîĈËõĄÀ¨¶ÒõËõĔĄÕĄÀ¶ďõĄîõíÕîÀÀĈǿĠÕďÒďÒÀ¼Àď¨ÕçĈõËÒõĠĠÀ¼ÀŵîÀÀ¨¶Ò¨ĄÀ¨õËÀĥāÀĄďÕĈÀ available on page 45: ÕĄÀ¶ďõĄāĄõŵçÀĈ ȉgÒÕĈ卑çÀÒÕÌÒçÕÌÒďĈďÒÀĈäÕççĈ¨î¼¨ĄÀ¨ĈõËÀĥāÀĄÕÀî¶ÀďÒ¨ďďÒÀîõíÕîÀÀĈÒ¨ğÀÕ¼ÀîďÕŵÀĈ¨ĈďÒõĈÀďÒ¨ďďÒÀĦµĄÕîÌďõďÒÀõ¨Ą¼ǾÀŵîÕďÕõîĈõËďÒÀ¼ÕËËÀĄÀîﶨďÀÌõĄÕÀĈ of skills and experience may be found on page 45. While each director nominee has varying levels of skill and experience in most of the categories, the table shows ďÒÀĈäÕççĈďÒ¨ďďÒÀîõíÕîÀÀĈÒ¨ğÀÕ¼ÀîďÕŵÀ¼¨ĈďÒÀÕĄŵğÀĈďĄõîÌÀĈďÕ¼ÕďÕõîďõĈÀîÕõĄÀĥÀ¶ĔďÕğÀȍĈ泌ďÀÌÕ¶çÀ¨¼ÀĄĈÒÕāÀĥāÀĄÕÀî¶ÀǾ Corporate development Corporate social responsibility Customer experience Finance and accounting Governance Human resources management / executive compensation Industry knowledge and experience Information technology and information management International experience Risk management Key Skills and Experience* Madhuri Andrews 9 9 999 Olin Anton 9 9 999 Navin Arora 9 9 999 Josh Blair 9 999 9 Darren Entwistle 999 9 9 Doug French 9 99 9 9 Tony Geheran 99 9 99 Sue Paish 9 9999 Jeff Puritt 99999 Carolyn Slaski 9 999 9 Sandra Stuart 9 9 9 99 Total Directors 7 4 5 4 7 4 6 6 6 6 According to our Board Policy Manual, each independent Director will be required to attain a level of share ownership of at least ŵğÀďÕíÀĈďÒÀÕĄ¨îîĔ¨ç¶¨ĈÒĄÀď¨ÕîÀĄËõĄõ¨Ą¼íÀíµÀĄĈÒÕāµĦďÒÀç¨ďÀĄõËŵğÀĦÀ¨ĄĈËĄõíďÒÀõíā¨îĦɉĈÕîÕďÕ¨çāĔµçÕ¶õËËÀĄÕîÌõĄ their initial appointment or election to the Board. Each TELUS-employed Director is required to attain a level of share ownership of at least $400,000 (in the currency of their residence). Shares and deferred share units will count toward the ownership guidelines. Information on share ownership has been provided on all nominees for Director, including the extent to which a non-independent Director would comply if the ownership requirements applied. We determined the total market value of securities held as of the date of this circular by multiplying the number of subordinate voting shares or deferred share units held by a Director by $20.78, which was the closing share price on the NYSE on March 13, 2023, and using a CAD to USD conversion rate of $0.73, which was the exchange rate on March 13, 2023. Director share ownership 24 |
| TELUS International | 2023 Information Circular Darren Entwistle was elected to the Board of Directors on May 20, 2022 and serves as Chair of the Board. He is also a member of the Board of Directors for TELUS Corporation. Darren has been President and CEO of TELUS since 2000, and alongside the leadership team, he has guided TELUS’ evolution from a regional telephone company into a global data and wireless leader. Under Darren’s ĈďÀĠ¨Ą¼ĈÒÕāǿďÒÀg?l_ďÀ¨íÒ¨Ĉ¶õîĈÕĈďÀîďçĦÌÀîÀĄ¨ďÀ¼õāÀĄ¨ďÕõî¨ç¨î¼ŵî¨î¶Õ¨çĄÀĈĔçďĈďÒ¨ď¨ĄÀĠõĄç¼çÀ¨¼ÕîÌǿÀĈ卑çÕĈÒÕîÌ¨ďĄ¨¶ä record of driving global-best outcomes for its customers, communities and shareholders. Darren is a founding member of both the 30% Club Canada and the Canadian Board Diversity Council, and an Honorary Fellow of the Royal Conservatory. In recognition of Darren’s contributions to Canada he was appointed to the Order of Canada. Similarly, in 2003 he was awarded the Queen Elizabeth II Golden Jubilee Medal and in 2012 he received the Queen Elizabeth II Diamond Jubilee Medal. Darren holds a Bachelor of Economics (Honors) from Concordia University in Montreal, an MBA (Finance) from McGill University and a Diploma in Network Engineering from the University of Toronto. He has also received Honorary Doctorates of Law from McGill University, Concordia University, the University of Alberta and the University of Victoria, and has an Honorary Degree in Business Administration from the Northern Alberta Institute of Technology. British Columbia, Canada Director since 2022 Age 60 Non-Independent TELUS International Committees N/A Areas of expertise „ Corporate development „ Corporate social responsibility „ Customer Experience „ Industry knowledge and experience „ International experience Board and Committee attendance record in 2022 Attendance Overall Board 7/7 100% Committees N/A N/A Securities held and total market value - as of March 13, 2023 Subordinate voting shares 29,700 Deferred share units Ƚ Total market value of securities $617,166 Meets share ownership target Yes (5x)(1) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ TELUS Corporation None ¨ĄĄÀîîďĠÕĈďçÀȬÒ¨ÕĄȭ (1) Pursuant to the Board Policy Manual, each non-independent director is required to attain a level of share ownership of at least CAD$400,000 by the later of five years from the Company’s initial public offering of their initial appointment or election to the Board. Notwithstanding his eligibility for compensation, Mr. Entwistle, of his own initiative, has requested that the Company and TELUS not provide him any additional compensation (i.e. cash retainer or equity awards) for his service as a member of the Board. Despite this, Mr. Entwistle currently exceeds the share ownership requirements applicable to Directors and to the Chair. 25 |
| 2023 Information Circular | TELUS International Josh Blair was elected to the board of directors on June 1, 2016 and serves as Vice-Chair of the Board and Chair of the Human Resources Committee. Mr. Blair is a Co-Founder and the CEO of Impro.AI, a high-tech company that enables corporations and their employees to accelerate their growth through AI-powered risk management and performance mentoring. He also serves as the Chairman at Straive, a global EdTech, content and data solutions leader, and as the Nominating, Governance and Compensation Chair for Neighbourly Pharmacies Inc. (TSX: NBLY), Canada’s largest community pharmacy network. Additionally, Mr. Blair is a Partner ¨ďĈāç¨î¨¼ÀwÀîďĔĄÀĈǿ¨ğÀîďĔĄÀ¶¨āÕď¨çŵĄíËõ¶ĔĈÀ¼õîďÒÀÒÀ¨çďÒďÀ¶ÒîõçõÌĦí¨ĄäÀďǾ&ĄõíƉƑƑƍďÒĄõĔÌÒƊƈƉƑǿEĄǾç¨ÕĄĈÀĄğÀ¼ in increasingly senior leadership roles at TELUS Corporation, including as Group President from 2014 to 2019, overseeing TELUS International, TELUS Health, TELUS Business, TELUS Agriculture and TELUS Ventures. Mr. Blair holds a Bachelor Degree in Electrical Engineering from the University of Victoria and also completed the Executive Program at the Smith School of Business at Queen’s University. In 2021, the University of Victoria awarded Mr. Blair an honorary doctorate degree in recognition of his career achievements as well as his community contribution. British Columbia, Canada Director since 2016 Age 49 Non-Independent TELUS International Committees Human Resources Committee (Chair) Areas of expertise „ Corporate development „ Governance „ Human resources management / executive compensation „ Industry knowledge and experience „ Risk management ;õĈÒç¨ÕĄȬwÕ¶ÀȺÒ¨ÕĄȭ (1) Mr. Blair also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of his share ownership guidelines. (2) Pursuant to the Board Policy Manual, each non-independent director is required to attain a level of share ownership of at least CAD$400,000 by the later of five years from the Company’s initial public offering of their initial appointment or election to the Board. 26 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Human Resources Committee 4/4 100% Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 62,365 Deferred share units Ƚ Total market value of securities $1,295,944.70 Meets share ownership target Yes (11x)2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ Neighbourly Pharmacy None Carebook |
| TELUS International | 2023 Information Circular Madhuri Andrews joined the board of directors on March 9, 2023 and is a member of the Audit Committee. Ms. Andrews, who now õĠîĈÒÀĄõĠî¶õîĈĔçďÕîÌŵĄíǿĠ¨Ĉ¨îĥÀ¶ĔďÕğÀwÕ¶ÀXĄÀĈÕ¼ÀîďĠÕďÒ;¨¶õµĈȬF~_Ȁ;ȭǿĠÒÕ¶ÒĈÒÀáõÕîÀ¼ÕîƊƈƉƐǿĈÀĄğÕį̂ĈďÒÀÕĄ ÒÕÀËÕÌÕď¨ç¨î¼0îËõĄí¨ďÕõîLËŵ¶ÀĄǾXĄÕõĄďõáõÕîÕîÌ;¨¶õµĈǿEĈǾî¼ĄÀĠĈĠ¨Ĉ0LËõĄĦî¶õĄā0îďÀĄî¨ďÕõî¨çǿ0LǿwXǿ0îËõĄí¨ďÕõî Technology for Trinity Industries (NYSE: TRN) and Executive Director, Information Technology for STMicroelectronics (NYSE:STM) and Maxim Integrated Products (now NYSE:ADI). She currently serves as a Director with Applied Industrial Technologies (NYSE: AIT) on their Audit, Governance and Sustainability Committees and is a board member and strategic advisor to a group of private equity companies, chairing their Technology, Digital and Sustainability committees. Ms. Andrews holds an Executive Business Management ÀĄďÕŵ¶¨ďÀËĄõíďÒÀlîÕğÀĄĈÕďĦõËgÀĥ¨Ĉ¨î¼¨¶ÒÀçõĄõË_¶ÕÀî¶À¼ÀÌĄÀÀĈÕîÀĄõĈā¨¶À¨î¼EÀ¶Ò¨îÕ¶¨çîÌÕîÀÀĄÕîÌËĄõíFõĄďÒĄõā University in Los Angeles, California. Texas, U.S.A. Director since 2023 Age 56 Independent TELUS International Committees Audit Committee Areas of expertise „ Corporate development „ Governance „ Information technology and information management „ International experience „ Risk management Madhuri Andrews (1) Ms. Andrews is a new Director nominee. She commenced serving on the Board of Directors on March 9, 2023 and is seeking election at the 2023 annual general íÀÀďÕîÌǾXĔĄĈĔ¨îďďõďÒÀõ¨Ą¼XõçÕ¶ĦE¨îĔ¨çǿÀ¨¶ÒÕî¼ÀāÀî¼ÀîďÕĄÀ¶ďõĄÕĈĄÀăĔÕĄÀ¼ďõ¨ďď¨Õî¨çÀğÀçõËĈÒ¨ĄÀõĠîÀĄĈÒÕāõ˨ďçÀ¨ĈďŵğÀďÕíÀĈďÒÀÕĄ¨îîĔ¨ç¶¨ĈÒĄÀď¨ÕîÀĄ ËõĄõ¨Ą¼íÀíµÀĄĈÒÕāµĦďÒÀç¨ďÀĄõËŵğÀĦÀ¨ĄĈËĄõíďÒÀõíā¨îĦɉĈÕîÕďÕ¨çāĔµçÕ¶õËËÀĄÕîÌõĄďÒÀÕĄÕîÕďÕ¨ç¨āāõÕîďíÀîďõĄÀçÀ¶ďÕõîďõďÒÀõ¨Ą¼Ǿ&õĄEĈǾî¼ĄÀĠĈǿďÒÀ ĄÀăĔÕĄÀ¼ďõď¨çí¨ĄäÀďğ¨çĔÀõËĈÀ¶ĔĄÕďÕÀĈďõµÀ¨ďď¨ÕîÀ¼ĠÕďÒÕîďÒ¨ďŵğÀȺĦÀ¨ĄāÀĄÕõ¼ÕĈʈƌƈƈǿƈƈƈǾ 27 Board and Committee attendance record in 2022 Attendance Overall Board N/A N/A Committees N/A N/A Securities held and total market value - as of March 13, 2023 Subordinate voting shares Ƚ Deferred share units Ƚ Total market value of securities Ƚ Meets share ownership target N/A(1) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ Applied Industrial Technologies None |
| 2023 Information Circular | TELUS International Olin Anton joined the board of directors on January 19, 2021 and serves as Chair of the Audit Committee. Mr. Anton, who is now retired, spent his career in professional practice as a Chartered Accountant and laterally as a Chartered Professional Accountant, CA. He was previously a partner at Deloitte LLP from 2002 to 2016, where he served as head of the British Columbia audit practice Ĉ逸ďÕîÌÕîƊƈƉƋǿí¨î¨ÌÕîÌā¨ĄďîÀĄõËďÒÀw¨î¶õĔğÀĄõËŵ¶ÀËĄõíƊƈƉƊďõƊƈƉƋ¨î¼ÒÀ¨¼õËďÒÀw¨î¶õĔğÀĄ¨Ĕ¼ÕďËĔî¶ďÕõîËĄõíƊƈƈƌďõ 2012. Mr. Anton retired from Deloitte LLP in 2016. Mr. Anton began his career at Arthur Andersen LLP, where he joined in 1976, became a partner in 1988 and served as head of its audit practice until 2002, when he joined Deloitte LLP. Mr. Anton holds Bachelor of Science and Bachelor of Commerce degrees from the University of Saskatchewan. He is a Fellow Chartered Professional Accountant and a lǾ_ǾÀĄďÕŵÀ¼XĔµçÕ¶¶¶õĔîď¨îďǾ British Columbia, Canada Director since 2021 Age 69 Independent TELUS International Committees Audit Committee (chair) Areas of expertise „ Corporate development „ Finance and accounting „ Information technology and information management „ International experience „ Risk management Olin Anton (1) Mr. Anton also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of his share ownership guidelines. (2) Pursuant to the Board Policy Manual, each independent Director is required to attain a level of share ownership of at least five times their annual cash retainer for Board membership by the later of five years from the Company’s initial public offering or their initial appointment or election to the Board. For Mr. Anton, the required total market value of securities to be attained within that five-year period is CAD$400,000. 28 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Audit Committee 9/9 100% Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 7,918 Deferred share units Ƚ Total market value of securities $164,536.04 Meets share ownership target On Track (2x)(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| TELUS International | 2023 Information Circular Navin Arora joined the board of directors on January 4, 2023 and is a member of the Governance and Nominating Committee. He joined TELUS in 1999 and currently holds the position of Executive Vice-President, TELUS, and President, TELUS Business Solutions. Since joining TELUS in 1999, Mr. Arora has held senior leadership roles with increasing responsibility across various parts of the organization. He currently serves on TELUS’ Calgary Community board and the boards of Calgary Economic Development, the Canadian Chamber of Commerce Western Executive Council and the Sandbox Project. Mr. Arora holds a Bachelor of Science degree ËĄõíďÒÀlîÕğÀĄĈÕďĦõËçµÀĄď¨¨î¼¨E¨ĈďÀĄĈÀĄďÕŵ¶¨ďÀÕîXĄõáÀ¶ďE¨î¨ÌÀíÀîďËĄõí'ÀõĄÌÀx¨ĈÒÕîÌďõîlîÕğÀĄĈÕďĦǾ Alberta, Canada Director since 2023 Age 51 Non-Independent TELUS International Committees Governance and Nominating Committee Areas of expertise „ Corporate development „ Customer experience „ Industry knowledge and experience „ Information technology and information management „ International experience Navin Arora (1) Mr. Arora is a new Director nominee. He commenced serving on the Board of Directors on January 4, 2023 and is seeking election at the 2023 annual general meeting. Pursuant to the Board Policy Manual, each independent Director is required to attain a level of share ownership of at least five times their annual cash retainer for Board membership by the later of five years from the Company’s initial public offering or their initial appointment or election to the Board. For Mr. Arora, the required total market value of securities to be attained within that five-year period is CAD$400,000. 29 Board and Committee attendance record in 2022 Attendance Overall Board N/A N/A Committees N/A N/A Securities held and total market value - as of March 13, 2023 Subordinate voting shares 3,767 Deferred share units Ƚ Total market value of securities $78,278.26 Meets share ownership target On Track (1x)(1) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| 2023 Information Circular | TELUS International Doug French was elected to the board of directors on September 23, 2020. Since 1996, Mr. French has held increasingly senior roles ¨ďg?l_ǿ¶ĔçíÕî¨ďÕîÌÕîÒÕĈ¨āāõÕîďíÀîď¨ĈĥÀ¶ĔďÕğÀwÕ¶ÀȺāĄÀĈÕ¼Àîď¨î¼ÒÕÀË&Õî¨î¶Õ¨çLËŵ¶ÀĄÕîE¨ĦƊƈƉƎǾEĄǾ&ĄÀî¶ÒçÀ¨¼Ĉ¨ ďÀ¨íõËƉǿƊƈƈāĄõËÀĈĈÕõî¨çĈĄÀĈāõîĈÕµçÀËõĄŵî¨î¶Õ¨çõāÀĄ¨ďÕõîĈǿĄÀāõĄďÕį̂î¨çĦĈÕĈǿďĄÀ¨ĈĔĄĦǿÕîğÀĈďõĄĄÀç¨ďÕõîĈǿĄÕĈäí¨î¨ÌÀíÀîďǿ revenue assurance, taxation, investment management, corporate strategy and development, sustainability and procurement. He is the Global Executive Sponsor of Spectrum, the TELUS resource group for LGBTQ2+ team members. Mr. French began his career as a Chartered Professional Accountant at Ernst and Young, before joining Clearnet, a predecessor company to TELUS. He holds a Bachelor of Arts (Honors), Commerce and Economics from the University of Toronto. Mr. French was appointed Fellow of the Chartered Professional Accountants of Ontario in 2017, and is a member of the Prince’s Accounting for Sustainability Project. Ontario, Canada Director since 2020 Age 57 Non-Independent TELUS International Committees N/A Areas of expertise „ Corporate development „ Finance and accounting „ Governance „ Information technology and information management „ Risk management Doug French (1) Mr. French also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of his share ownership guidelines. (2) Pursuant to the Board Policy Manual, each TELUS-employed Director is required to attain a level of share ownership of at least CAD$400,000 by the later of five years from the Company’s initial public offering of their initial appointment or election to the Board. 30 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Committees N/A N/A Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 7,000 Deferred share units Ƚ Total market value of securities $145,460 Meets share ownership target On Track (2x)(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| TELUS International | 2023 Information Circular British Columbia, Canada Director since 2020 Age 60 Non-Independent TELUS International Committees Governance and Nominating Committee (Chair) Areas of expertise „ Corporate social responsibility „ Customer experience „ Governance „ Industry knowledge and experience „ Information technology and information management Tony Geheran (1) Mr. Geheran also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of his share ownership guidelines. (2) Pursuant to the Board Policy Manual, each TELUS-employed Director is required to attain a level of share ownership of at least CAD$400,000 by the later of five years from the Company’s initial public offering of their initial appointment or election to the Board. Tony Geheran was elected to the board of directors on May 13, 2020 and serves as the Chair of the Governance and Nominating õííÕďďÀÀǾ-ÀÕĈ¶ĔĄĄÀîďçĦĥÀ¶ĔďÕğÀwÕ¶ÀȺāĄÀĈÕ¼Àîď¨î¼ÒÕÀËLāÀĄ¨ďÕõîĈLËŵ¶ÀĄõËg?l_ǿ¨āõĈÕďÕõîÒÀÒ¨ĈÒÀç¼ĈÕî¶ÀƊƈƊƉǾ-À previously held increasingly senior leadership roles at TELUS beginning in 2001, including Senior Vice President from 2013 to 2015, Executive Vice-president and President of Broadband Networks at TELUS from 2015 to 2018, and Executive Vice-president and ÒÕÀËĔĈďõíÀĄLËŵ¶ÀĄËĄõíƊƈƉƐďõƊƈƊƉǾXĄÕõĄďõáõÕîÕîÌg?l_ǿEĄǾ'ÀÒÀĄ¨îĠõĄäÀ¼¨ď¨µçÀ¨î¼xÕĄÀçÀĈĈ0ĄÀç¨î¼¨î¼¨µçÀ¨î¼ xÕĄÀçÀĈĈõííĔîÕ¶¨ďÕõîĈǾ-ÀÒõç¼Ĉ¨Õāçõí¨ÕîXĄõËÀĈĈÕõî¨çE¨ĄäÀďÕîÌËĄõíďÒÀĄ¨îŵÀç¼_¶ÒõõçõËE¨î¨ÌÀíÀîďǿ¨ÀĄďÕŵ¶¨ďÀ ÕîĔĈÕîÀĈĈ¼íÕîÕĈ泌ďÕõîËĄõígÒÀLāÀîlîÕğÀĄĈÕďĦ¨î¼ĄÀ¶ÀÕğÀ¼ÒÕĈXĄõËÀĈĈÕõî¨çZĔ¨çÕŵ¶¨ďÕõîĈÕîEÀ¶Ò¨îÕ¶¨ç¨î¼çÀ¶ďĄÕ¶¨ç Engineering while serving in the Royal Navy. 31 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Governance and Nominating Committee 4/4 100% Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 20,000 Deferred share units Ƚ Total market value of securities $415,600 Meets share ownership target Yes (7x)(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| 2023 Information Circular | TELUS International British Columbia, Canada Sue Paish (1) Ms. Paish also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of her share ownership guidelines. (2) Pursuant to the Board Policy Manual, each independent Director is required to attain a level of share ownership of at least five times their annual cash retainer for Board membership by the later of five years from the Company’s initial public offering or their initial appointment or election to the Board. For Ms. Paish, the required total market value of securities to be attained within that five-year period is CAD$400,000. Upon the vesting of her 2022 grants, Ms. Paish’s “On Track” multiplier will be 2x, using the same exchange rate and share price as specified on page 24. Director since 2021 Age 64 Independent TELUS International Committees Human Resources Committee Governance and Nominating Committee Areas of expertise „ Customer experience „ Governance „ Human resources management / executive compensation „ Industry knowledge and experience „ Information technology and information management Sue Paish was elected to the board of directors on May 2, 2021 and is a member of both the Governance and Nominating and the -Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀĈǾEĈǾX¨ÕĈÒÕĈ¨õĄāõĄ¨ďÀÕĄÀ¶ďõĄ¨î¼ÕĈ¶ĔĄĄÀîďçĦÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄõËÕÌÕď¨çgÀ¶ÒîõçõÌĦ Supercluster, a position she has held since 2018. She is Chair of the board of the CORIX Group of Companies and serves on the boards of Canexia Health and Own the Podium. She is the past Chair of the board of the Business Council of British Columbia and the Vancouver Board of Trade. Ms. Paish served as Corporate Director and then as President and CEO of LifeLabs Medical Laboratory Services from 2008 to 2017 and also as Corporate Director and CEO of Pharmasave Drugs (National) Ltd. from 2004 until 2012. She Ò¨ĈāĄÀğÕõĔĈçĦ¨çĈõĈÀĄğÀ¼¨ĈE¨î¨ÌÕîÌX¨ĄďîÀĄõËďÒÀç¨ĠŵĄíǿ&¨ĈäÀîǿËĄõíƊƈƈƈȺƊƈƈƎ¨î¼āĄ¨¶ďÕ¶À¼ç¨Ġ¨ďďÒÀŵĄíËĄõíƉƑƐƋďõ 2006. She holds a Bachelor of Commerce and a Bachelor of Laws from The University of British Columbia. 32 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Human Resources Committee 4/4 100% Governance and Nominating Committee 4/4 100% Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 636 Deferred share units Ƚ Total market value of securities $13,216.08 Meets share ownership target On Track(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| TELUS International | 2023 Information Circular Jeff PurittÒ¨ĈĈÀĄğÀ¼¨ĈõĔĄXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄĈÕî¶ÀƊƈƉƎǿĠÒÀîÒÀ¨çĈõµÀ¶¨íÀ¨íÀíµÀĄõËõĔĄµõ¨Ą¼õË directors and was appointed to serve as an Executive Vice-President of TELUS Communications Inc. Mr. Puritt joined TELUS in 2001, in progressively senior leadership positions across Finance and Administration, IP Applications Business Development, New Product and Service Development, Ventures and Mergers and Acquisitions. Mr. Puritt has led TELUS International since 2008. Mr. Puritt serves on the board of directors for AGS Health, a private, analytics driven, technology-enabled revenue cycle management company that provides medical billing, medical coding and business analytics services to healthcare providers in the United States. -À¨çĈõĈÀĄğÀ¼¨ĈďÒÀÒõîõĄ¨ĄĦ¶Ò¨ÕĄËõĄ¨îõďȺËõĄȺāĄõŵďõĄÌ¨îÕī¨ďÕõîďÒ¨ďÒ¨ĈāÕõîÀÀĄÀ¼ďÒÀÕîďÀÌĄ¨ďÕõîõËĦõĔďÒĠÕďÒ¼ÕĈ¨µÕçÕďÕÀĈÕîďõ the mainstream of society, from 2011 to 2016. Mr. Puritt holds a Bachelor of Arts degree from York University and a Bachelor of Laws degree from Osgoode Hall Law School. Nevada, U.S.A. Director since 2016 Age 59 Non-Independent TELUS International Committees None Areas of expertise „ Corporate development „ Customer experience „ Governance „ Industry knowledge and experience „ International experience Jeff Puritt (1) Mr. Puritt also holds options and restricted share units that were granted to him in his capacity as an Executive Officer. (2) Pursuant to the Board Policy Manual, each Director is required to attain a certain level of share ownership by the later of five years from the Company’s initial public offering or their initial appointment or election to the Board. However, ownership requirements applicable to Mr. Puritt in his capacity as a Director are not incremental to the ownership requirements applicable to him in his capacity as an Executive Officer. Mr. Puritt is required to meet the higher of these obligations, which are those associated with his position as an Executive Officer and represent 7x his base salary. Mr. Puritt currently exceeds the Executive Officer share ownership requirements and, as a consequence, those applicable to a Director. 33 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Committees N/A N/A Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 390,370 Deferred share units Ƚ Total market value of securities $8,111,888.60 Meets share ownership target Yes (9x)(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| 2023 Information Circular | TELUS International Carolyn Slaski was elected to the board of directors on July 2, 2021 and is a member of both the Audit and Human Resources Committees. Prior to her retirement from EY LLP in 2021, Carolyn served as the Americas and US Vice-Chair of Talent from 2015 to 2021. Previously, Ms. Slaski was a Senior Audit Partner from 1984-2021 and, during that time, also served as the East Region ĈĈĔĄ¨î¶ÀE¨î¨ÌÕîÌX¨ĄďîÀĄËĄõíƊƈƉƋďõƊƈƉƍǿFÀĠ;ÀĄĈÀĦLËŵ¶ÀE¨î¨ÌÕîÌX¨ĄďîÀĄ¨î¼E¨ĄäÀď_ÀÌíÀîď?À¨¼ÀĄËĄõíƊƈƉƈȺƊƈƉƋ and European Client Service Partner and Capital Markets Leader from 2002 to 2005. Ms Slaski holds a Bachelor of Arts in Economics Ȭ-õîõĄĈȭËĄõí[ĔďÌÀĄĈlîÕğÀĄĈÕďĦǿ¨ÀĄďÕŵÀ¼XĔµçÕ¶¶¶õĔîď¨îď¶ÀĄďÕŵ¶¨ďÕõî¨î¼Ò¨Ĉ¶õíāçÀďÀ¼~ɉĈ_泌ďÀÌÕ¶?À¨¼ÀĄĈÒÕāXĄõÌĄ¨í by Harvard University. Florida, U.S.A. Director since 2021 Age 60 Independent TELUS International Committees Audit Committee Human Resources Committee Areas of expertise „ Corporate social responsibility „ Finance and accounting „ Governance „ Human resources management / executive compensation „ Risk management Carolyn Slaski (1) Ms. Slaski also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of her share ownership guidelines. (2) Pursuant to the Board Policy Manual, each independent Director is required to attain a level of share ownership of at least five times their annual cash retainer for Board membership by the later of five years from the Company’s initial public offering or their initial appointment or election to the Board. For Ms. Slaski, the required total market value of securities to be attained within that five-year period is CAD$400,000. Upon the vesting of her 2022 grants, Ms. Slaski’s “On Track” multiplier will be 2x, using the same exchange rate and share price as specified on page 24 34 Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Audit Committee 4/4 100% Human Resources Committee 4/4 100% Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 1,678 Deferred share units Ƚ Total market value of securities $34,868.84 Meets share ownership target On Track(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ None None |
| 35 TELUS International | 2023 Information Circular Sandra Stuart was elected to the board of directors on September 25, 2021 and is a member of the Audit Committee. She currently also serves on the Environment, Health and Safety Committee for both Canfor Corporation and Canfor Pulp and as a Trustee and Chair of the Audit Committee for DRI Healthcare Trust. Ms. Stuart previously served in increasingly senior leadership roles at HSBC ¨î¨¼¨µÀÌÕîîÕîÌÕîƊƈƉƈǿÕî¶çĔ¼Õį̂ĈÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄËĄõíƊƈƉƍȺƊƈƊƈ¨î¼¨ĈÒÕÀËLāÀĄ¨ďÕîÌLËŵ¶ÀĄËĄõíƊƈƉƈďõƊƈƉƍǾEĈǾ Stuart holds a Bachelor of Business and Economics degree from Simon Fraser University and has completed numerous executive management courses through Harvard Business School and IMD International Business School. British Columbia, Canada Director since 2021 Age 59 Independent TELUS International Committees Audit Committee Areas of expertise „ Corporate social responsibility „ Finance and accounting „ Human resources management / executive compensation „ International experience „ Risk management Sandra Stuart (1) Ms. Stuart also holds restricted share units. Only subordinate voting shares and deferred share units count towards the fulfillment of her share ownership guidelines. (2) Pursuant to the Board Policy Manual, each independent Director is required to attain a level of share ownership of at least five times their annual cash retainer for Board membership by the later of five years from the Company’s initial public offering or their initial appointment or election to the Board. For Ms. Stuart, the required total market value of securities to be attained within that five-year period is CAD$400,000. Board and Committee attendance record in 2022 Attendance Overall Board 11/11 100% Audit Committee 4/4 100% Securities held and total market value - as of March 13, 2023ȬƉȭ Subordinate voting shares 3,317 Deferred share units Ƚ Total market value of securities $68,927.26 Meets share ownership target On Track (1x)(2) Current public board directorships Past public board directorships ȬƊƈƉƏȺƊƈƊƊȭ Canfor Corp Canfor Pulp HSBC Canada DRI Healthcare |
| 2023 Information Circular | TELUS International TELUS International is not aware of any proposed Director of TELUS International who has been, within the 10 years ended March ƉƋǿƊƈƊƋȀȬ¨ȭ¨¼ÕĄÀ¶ďõĄǿ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõĄ¶ÒÕÀËŵî¨î¶Õ¨çõËŵ¶ÀĄõ˨îĦ¶õíā¨îĦȬÕî¶çĔ¼ÕîÌg?l_¨î¼ÕďĈõďÒÀĄĈĔµĈÕ¼Õ¨ĄÕÀĈȭ ďÒ¨ďĠ¨ĈĈĔµáÀ¶ďďõ¨¶À¨ĈÀ泌¼ÀõĄ¼ÀĄďÒ¨ďĠ¨ĈÕĈĈĔÀ¼ĠÒÕçÀďÒÀ¼ÕĄÀ¶ďõĄõĄÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄĠ¨Ĉ¨¶ďÕîÌÕîďÒÀ¶¨ā¨¶ÕďĦ¨Ĉ¼ÕĄÀ¶ďõĄǿ ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõĄ¶ÒÕÀËŵî¨î¶Õ¨çõËŵ¶ÀĄȁȬµȭĠ¨ĈĈĔµáÀ¶ďďõ¨¶À¨ĈÀ泌¼ÀõĄ¼ÀĄďÒ¨ďĠ¨ĈÕĈĈĔÀ¼¨ËďÀĄďÒÀ¼ÕĄÀ¶ďõĄõĄÀĥÀ¶ĔďÕğÀ õËŵ¶ÀĄ¶À¨ĈÀ¼ďõµÀ¨¼ÕĄÀ¶ďõĄǿ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõĄ¶ÒÕÀËŵî¨î¶Õ¨çõËŵ¶ÀĄ¨î¼ĠÒÕ¶ÒĄÀĈĔçďÀ¼ËĄõí¨îÀğÀîďďÒ¨ďõ¶¶ĔĄĄÀ¼ĠÒÕçÀ ďÒ¨ďāÀĄĈõîĠ¨Ĉ¨¶ďÕîÌÕîďÒÀ¶¨ā¨¶ÕďĦ¨Ĉ¼ÕĄÀ¶ďõĄǿ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõĄ¶ÒÕÀËŵî¨î¶Õ¨çõËŵ¶ÀĄȁõĄȬ¶ȭ¨¼ÕĄÀ¶ďõĄõĄÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄ of any company (including the Company’s parent and its subsidiaries) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. FõîÀõËõĔĄÕĄÀ¶ďõĄĈõĄ?gǿ¨î¼ďõďÒÀµÀĈďõËg?l_0îďÀĄî¨ďÕõî¨çɉĈäîõĠçÀ¼ÌÀǿîõĈÒ¨ĄÀÒõç¼ÀĄÒõç¼Õį̂ĈĔËŵ¶ÕÀîďîĔíµÀĄõË securities to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision. FõîÀõËõĔĄÕĄÀ¶ďõĄĈõĄ?gǿ¨î¼ďõďÒÀµÀĈďõËg?l_0îďÀĄî¨ďÕõî¨çɉĈäîõĠçÀ¼ÌÀǿîõĈÒ¨ĄÀÒõç¼ÀĄÒõç¼Õį̂ĈĔËŵ¶ÕÀîďîĔíµÀĄõË securities to affect materially the control of the Company, has, within the 10 years prior to March 13, 2023, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets. Additional disclosure related to directors Cease trade orders, bankruptcies, penalties or sanctions 36 |
| 37 TELUS International | 2023 Information Circular Director compensation We have implemented a formal policy pursuant to which our Directors are eligible to receive the following cash retainers and equity ¨Ġ¨Ą¼ĈǿÀËËÀ¶ďÕğÀ¨ĈõËďÒÀƊƈƊƊŵĈ¶¨çĦÀ¨ĄȀ The Governance and Nominating Committee is responsible for reviewing and recommending to the Board for approval the ¶õíāÀîĈ¨ďÕõî¨î¼µÀîÀŵďçÀğÀçĈËõĄďÒÀÕĄÀ¶ďõĄĈõËďÒÀõíā¨îĦǾõíāÀîĈ¨ďÕõîā¨Õ¼ďõõĔĄÕĄÀ¶ďõĄĈÕĈā¨Õ¼Õîl_ËõĄlǾ_Ǿ residents and in CAD for Canadian residents. Effective May 3, 2022, our Board, in consultation with our compensation consultant (Compensation Consultant) and as recommended by our Governance and Nominating Committee, amended the Directors compensation policy to increase the compensation received by our Directors to better align with market practices. Under the amended policy, the equity component of the compensation received by our independent Directors was increased from $120,000 to $150,000 (in the currency of their residence), while their cash retainer remained unchanged, resulting in total compensation equal to $230,000 (in the currency of their residence). To align with this, our non-independent Directors annual grant of share-settled RSUs was also increased, from a grant equal to $200,000 to $230,000 (in the currency of their residence). The additional retainer payable to the chairs of the Audit Committee and Human Resource Committee were increased from $20,000 to $25,000 and $17,500 to $20,000, respectively (in the currency of their residence). For 2022, our independent Directors were Mr. Anton, Ms. Paish, Ms. Slaski and Ms. Stuart. Our independent Directors receive a cash retainer and an equity award. Mr. Anton also received the additional equity award as chair of the Audit Committee. Cash retainer payments to our eligible Directors are made quarterly and adjusted proportionately for appointments or resignations within any quarter. The equity award, which occurs when the Board makes its annual grants in the ordinary course, consists of RSUs, which fully ğÀĈďõîďÒÀŵĄĈď¼¨ĦõËďÒÀõāÀî泌¼ÕîÌĠÕî¼õĠāÀĄÕõ¼ËõççõĠÕîÌďÒÀŵĄĈď¨îîÕğÀĄĈ¨ĄĦõËďÒÀÌĄ¨îď¼¨ďÀǾîÀĠÕĄÀ¶ďõĄÀçÀ¶ďÀ¼¨ď¨ ¼¨ďÀõďÒÀĄďÒ¨î¨ďďÒÀ¨îîĔ¨çÌÀîÀĄ¨çíÀÀďÕîÌĄÀ¶ÀÕğÀĈ¨āĄõȺĄ¨ďÀ¼ÀăĔÕďĦÌĄ¨îﵨĈÀ¼õîíõîďÒĈõËĈÀĄğÕ¶ÀËõĄďÒÀÕĄÀ¶ďõĄɉĈŵĄĈďĦÀ¨Ą on the Board. For 2022, Mr. French, Mr. Geheran and Stephen Lewis, as employees of TELUS, were non-independent Directors. Mr. Geheran also received the additional equity award as chair of the Governance and Nominating Committee. Equity awards granted to these Directors cliff vest on the second anniversary of the date of grant, subject to the TELUS employee director’s continued employment with TELUS in good standing. Upon termination of employment by TELUS without cause or due to death or disability, any unvested RSUs granted to TELUS employee directors will vest pro rata based on service between the date of grant and the applicable termination date. Upon retirement, unvested RSUs will continue to vest and be settled in accordance with their original vesting schedule. Upon resignation or termination of employment by TELUS for cause, all unvested RSUs will be forfeited. Role ¨ĈÒ[Àď¨ÕîÀĄȬʈȭ ăĔÕďĦĠ¨Ą¼ĈȬʈȭ Annual Retainer for Board Membership Annual service on the Board of Directors - independent Directors 80,000 150,000 Annual service on the Board of Directors - non-independent Directors 230,000 Additional Annual Retainer for Chairs and Vice-Chair Annual service as Chair and Vice-Chair of the Board of Directors(1) 150,000 200,000 Annual service as chair of the Audit Committee Ƚ 25,000 Annual service as chair of the Human Resources Committee Ƚ 20,000 Annual service as chair of the Governance and Nominating Committee Ƚ 15,000 (1) In the event the Chair or Vice-Chair of the Board of Directors serves as a Committee chair, they do not receive incremental compensation for serving in that capacity and do not receive separate compensation for Board membership in addition to this amount. |
| 2023 Information Circular | TELUS International Mr. Blair is also considered a non-independent Director, given his employment with TELUS until December 31, 2020. As Vice-Chair of our Board of Directors, Mr. Blair does not receive the additional equity award that he would otherwise be eligible to receive for ĈÀĄğÕį̂Ĉ¶Ò¨ÕĄõËďÒÀ-Ĕí¨î[ÀĈõĔĄ¶ÀĈ¨î¼õíāÀîĈ¨ďÕõîõííÕďďÀÀǾăĔÕďĦ¨Ġ¨Ą¼ĈďõEĄǾç¨ÕĄğÀĈďõîďÒÀŵĄĈď¨îîÕğÀĄĈ¨ĄĦõË the date of grant. Further, in May 2021, our Board, in consultation with our Compensation Consultant, approved (1) an increase in Mr. Blair’s combined cash and equity compensation from CAD $350,000 to CAD $500,000, to be effective in 2023, granted as 40 per cent cash and 60 per cent RSUs and (2) an award of share-settled RSUs with a grant date fair market value equal to CAD $1,050,000 pursuant to two installments as follows: 8,536 RSUs were granted in May 2021 with a grant date fair market value of CAD $300,000, and 22,461 RSUs were granted to Mr. Blair in March 2022 with a grant date fair market value equal to CAD $750,000, each with a one-year vesting schedule and subject to his continued service as a member of the Board. These awards were intended to recognize Mr. Blair’s contributions to the Company’s success over multiple years, leading to its public listing, and to retain his invaluable stewardship throughout the Company’s initial years as a publicly traded entity. Mr. Blair was not present for the portion of the relevant meetings during which these decisions were made. Notwithstanding his eligibility for compensation, Mr. Entwistle, at his own request, has requested that the Company and TELUS not provide him any additional compensation (i.e. cash retainer or equity awards) for his service as a member of the Board. Kenneth Cheong, our Director who was a BPEA appointee, retired from our Board effective February 9, 2023. As an employee of BPEA, Mr. Cheong was not permitted to directly own shares of portfolio companies in BPEA sponsored funds and did not receive any compensation from the Company for his service on our Board. The following table summarizes the compensation earned by our Directors for the year ending December 31, 2022. Mr. Puritt, as the President and CEO of TELUS International, does not receive additional compensation for his service as a Director. For additional information regarding the compensation Mr. Puritt receives in his capacity as President and CEO, please see “Executive õíāÀîĈ¨ďÕõîȽ_Ĕíí¨ĄĦ¶õíāÀîĈ¨ďÕõî卑çÀɇǾ Director compensation table Name Fees earned õĄā¨Õ¼ÕĈÒȬʈȭ _ďõ¶äĠ¨Ą¼ĈȬʈȭ gõď¨çȬʈȭ Josh Blair 111,000(1) 750,537(2) 861,537 Olin Anton 59,200(4) 137,569(3) 196,769 Doug French 181,120(3) 181,120 Tony Geheran 192,965(3) 192,965 Stephen Lewis(5) 181,120(3) 181,120 Sue Paish 59,200(4) 117,914(3) 177,114 Carolyn Slaski 80,000 150,004(3) 230,004 Sandra Stuart 59,200(4) 117,914(3) 177,114 (1) Value converted from CAD $150,000 to USD using an exchange rate on December 30, 2022, of $0.74. (2) Amount includes: (a) CAD $200,000 for Mr. Blair’s 2022 Board service (including additional fees for the Vice-Chair); (b) CAD $750,000 representing the grant date fair value of RSUs granted in respect to the second installment of an increase that was approved in May 2021, both of which will vest on March 21, 2023. Grant date fair value amounts are recognized in accordance with International Financial Reporting Standards (IFRS). The number of RSUs granted was based on the market value of our subordinate voting shares on the grant date. Amounts in CAD are converted into USD at the time of grant. (3) Amounts include: (a) share-settled RSUs granted on March 21, 2022 in respect of 2022 service for Mr. Anton that vest on March 21, 2023 with the grant date fair value of CAD $140,000, and RSUs granted on June 20, 2022 that vest on June 20, 2023 with the grant date fair value of CAD $35,000; (b) for our non-TELUS employee Directors, RSUs granted in respect of 2022 service that vest on March 21, 2023 with the following grant date fair values: CAD $120,000 for Ms. Paish, USD $120,000 for Ms. Slaski and CAD $120,000 for Ms. Stuart, and RSUs granted on June 20, 2022 that vest on June 20, 2023 with the following grant date fair values: CAD $30,000 for Ms. Paish, USD $30,000 for Ms. Slaski and CAD $30,000 for Ms. Stuart; and (c) for our Directors who are employees of TELUS, share-settled RSUs granted in respect of 2022 service that vest on March 21, 2024 with the following grant date fair values: CAD $200,000 for Mr. French, CAD $215,000 for Mr. Geheran, CAD $200,000 for Mr. Lewis; and RSUs granted on June 20, 2022 that vest on June 20, 2024 with the following grant date fair values: CAD $30,000 for Mr. French, CAD $30,000 for Mr. Geheran, and CAD $30,000 for Mr. Lewis.. Grant date fair value amounts are recognized in accordance with IFRS. The number of RSUs granted was based on the market value of our subordinate voting ĈÒ¨ĄÀĈõîÀ¨¶ÒÌĄ¨îď¼¨ďÀǾíõĔîďĈÕÀ¶õîğÀĄďÀ¼Õîďõl_¨ďďÒÀďÕíÀõËÌĄ¨îďǾLĔĄÕî¼ÀāÀî¼ÀîďÕĄÀ¶ďõĄĈÒ¨ğÀŵğÀĦÀ¨ĄĈËĄõíďÒÀç¨ďÀĄõËďÒÀõíā¨îĦɉĈÕîÕďÕ¨çāĔµçÕ¶õËËÀĄÕîÌõĄďÒÀÕĄ initial appointment or election to the Board to attain a share ownership of at least $400,000. All of our independent Directors are in compliance with the Directors’ share ownership guidelines. (4) Value converted from CAD$80,000 to USD using an exchange rate on December 30, 2022, of $0.74. (5) Mr. Lewis resigned from our Board effective January 5, 2023. 38 |
| 39 TELUS International | 2023 Information Circular With the exception of Mr. Cheong, who, as an employee of BPEA, is not permitted to receive any reimbursements, we reimburse all reasonable out-of-pocket expenses incurred by Directors for their attendance at meetings with the Board of Directors or any õííÕďďÀÀďÒÀĄÀõËǾEĄǾç¨ÕĄÕĈÀîďÕďçÀ¼ďõ¨î¨îîĔ¨çÒÀ¨çďÒ¶¨ĄÀíÀíµÀĄĈÒÕāĔî¼ÀĄg?l_ɉµÀîÀŵďāç¨îĈǾLĔĄÕî¼ÀāÀî¼ÀîďÕĄÀ¶ďõĄĈ ȬEĄǾîďõî¨î¼EíÀĈǾX¨ÕĈÒǿ_ç¨ĈäÕ¨î¼_ďĔ¨Ąďȭ¨î¼EĄǾç¨ÕĄĠÀĄÀÀîďÕďçÀ¼ďõĄÀÕíµĔĄĈÀíÀîďËõĄďÀçÀ¶õíµÀîÀŵďĈËõĄďÒÀÒõíÀȬËõĄ work and personal use), and all of the Directors are entitled to business travel accident insurance and reimbursement for participation Õî¼ÕĄÀ¶ďõĄÀ¼Ĕ¶¨ďÕõîāĄõÌĄ¨íĈĔāďõʈƍǿƈƈƈāÀĄĦÀ¨ĄǿîõîÀõËĠÒÕ¶ÒÀĥ¶ÀÀ¼ʈƉƈǿƈƈƈÕîďÒÀ¨ÌÌĄĄ̀ďÀÕîƊƈƊƊǾgÒĔĈǿĈĔ¶ÒµÀîÀŵďĈ are not included in the “Director Compensation Table”. Total Director compensation is targeted at the 50th percentile of the comparator group that is selected by the Compensation Consultant. Each independent Director is entitled to reimbursement for ¶ÀĄď¨ÕîĈÀĄğÕ¶ÀĈ¨î¼āĄõ¼Ĕ¶ďĈõËËÀĄÀ¼µĦďÒÀõíā¨îĦǿĈĔµáÀ¶ďďõ¨ĈāÀ¶ÕŵÀ¼¶¨āǾ XĔĄĈĔ¨îďďõõĔĄõ¨Ą¼XõçÕ¶ĦE¨îĔ¨çǿÀ¨¶ÒÕî¼ÀāÀî¼ÀîďÕĄÀ¶ďõĄÕĈĄÀăĔÕĄÀ¼ďõ¨ďď¨Õî¨çÀğÀçõËĈÒ¨ĄÀõĠîÀĄĈÒÕāõ˨ďçÀ¨ĈďŵğÀďÕíÀĈ ďÒÀÕĄ¨îîĔ¨ç¶¨ĈÒĄÀď¨ÕîÀĄËõĄõ¨Ą¼íÀíµÀĄĈÒÕāµĦďÒÀç¨ďÀĄõËŵğÀĦÀ¨ĄĈËĄõíďÒÀõíā¨îĦɉĈÕîÕďÕ¨çāĔµçÕ¶õËËÀĄÕîÌõĄďÒÀÕĄÕîÕďÕ¨ç appointment or election to the Board. The analysis is done on the basis of the market value of each Director’s equity position as of December 31 each year. Each non-independent Director is required to attain a level of share ownership of at least $400,000, in either CAD or USD based on their country of residency. Shares and deferred share units will count toward the ownership guidelines. To ensure compliance with the guidelines, Directors will be required to continue to hold 50 per cent of the net after-tax value of the Company shares received from any equity award until the ownership criteria are met. Director share ownership guidelines |
| 2023 Information Circular | TELUS International Statement of corporate governance practices What we do What we do not do 9 Separate role of Chair, Vice-Chair and President and CEOȽxÀí¨Õîď¨ÕîĈÀā¨Ą¨ďÀÒ¨ÕĄǿwÕ¶ÀȺÒ¨ÕĄ¨î¼ President & CEO positions. 9 Majority voting for DirectorsȽLĔĄõ¨Ą¼¨¼õāďÀ¼¨ majority voting policy. 9 Strong risk oversightȽLĔĄõ¨Ą¼¨î¼õííÕďďÀÀĈ oversee our risk management program and material Ĉ泌ďÀÌÕ¶ǿŵî¨î¶Õ¨ç¨î¼õāÀĄ¨ďÕõî¨çĄÕĈäĈǾ 9 Formal assessment processȽLĔĄ¨ĈĈÀĈĈíÀîďāĄõ¶ÀĈĈ allows Directors to formally evaluate the effectiveness of the Board and its Committees, as well as the performance of all individual Directors (including the Board Chair and Committee chairs on an individual basis, separate from the evaluation of the Board as a whole or the Committee that they chair) on a biennial basis. 9 Limit on interlocking boardsȽxÀçÕíÕďďÒÀîĔíµÀĄõË other public company boards our Directors can serve on together. 9 No overboarding of DirectorsȽLĔĄāõçÕ¶ĦĈď¨ďÀĈďÒ¨ďîõ Director should sit on more than four other public company µõ¨Ą¼ĈǾÕĄÀ¶ďõĄĠÒõÕĈ¨¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõĄ¨ËĔççȺ time senior executive at a public company should not serve on more than two public company boards in addition to the Board of TELUS International. 9 Board successionȽxÀÒ¨ğÀ¨¼õāďÀ¼¨ƉƍȺĦÀ¨ĄďÀĄí limit for non-management Directors for Board succession planning and process. 9 Independence on Board Committees – Our Board Committees do not include any members of our management. Our Audit Committee is comprised solely of independent directors and independent directors constitute a majority of the members of our Human Resources Committee. One independent director serves on the Governance and Nominating Committee. 8 No slate votingȽLĔĄÕĄÀ¶ďõĄĈ¨ĄÀÕî¼ÕğÕ¼Ĕ¨ççĦÀçÀ¶ďÀ¼Ǿ 8 No management Directors on CommitteesȽ Our management Director does not sit on any of the Committees. 8 No share option awards for DirectorsȽ We do not grant share options to Directors. 8 No monetization or hedgingȽFõÕîĈÕ¼ÀĄõĄďÀ¨í member who holds a job position at or above the director level can monetize or hedge our shares or equity-based compensation to undermine the risk alignment in our equity õĠîÀĄĈÒÕāĄÀăĔÕĄÀíÀîďĈǿ¨ĈĈāÀ¶Õŵ¶¨ççĦ¼Àď¨ÕçÀ¼ÕîõĔĄ Insider Trading Policy. 9 Independent adviceȽ¨¶ÒõííÕďďÀÀÒ¨ĈËĔçç¨ĔďÒõĄÕďĦ to retain independent external advisors to help it carry out its duties and responsibilities. 9 Diverse BoardȽLĔĄõ¨Ą¼ĄÀāĄÀĈÀîďĈ¨¼ÕğÀĄĈÀíÕĥõË skills, background and experience. We reached 36 per cent representation of women on the Board by our 2023 annual general meeting, exceeding the Company’s 30 per cent target, and continue to be committed to greater geographic, age and ethnic diversity over time, adding two new diverse Director nominees who did not appear in our 2022 information circular. 9 Code of ethics and conductȽLĔĄÕĄÀ¶ďõĄĈǿLËŵ¶ÀĄĈ and employees must comply with our code of ethics and ¶õî¼Ĕ¶ď¨î¼¶õîŵĄíďÒÀÕĄ¶õíāçÕ¨î¶ÀĄÀÌĔ稥çĦǾ 9 Shareholder engagementȽxÀÒ¨ğÀ¨ËõĄí¨çĈÒ¨ĄÀÒõç¼ÀĄ engagement policy that describes how shareholders can provide direct feedback to the Board and we engage with shareholders throughout the year. 9 In-camera sessionsȽÕĄÀ¶ďõĄĈíÀÀďĠÕďÒõĔď management, including Mr. Puritt, at each Board and Committee meeting. 9 Formal Director orientation and ongoing education programȽxÀÒ¨ğÀ¨¶õíāĄÀÒÀîĈÕğÀõĄÕÀîď¨ďÕõîāĄõ¶ÀĈĈ for new Directors and an ongoing education program for the Board. 9 Strong oversight of related party transactionsȽxÀ have a formal policy requiring Audit Committee approval of related party transactions. 9 ESG oversightȽLĔĄ'õğÀĄî¨î¶À¨î¼FõíÕî¨ďÕîÌ Committee provides strong environmental, social and governance (ESG) leadership and oversight of ESG-related matters. With respect to the Company’s Sustainability Report, our Board leverages the expertise of the Governance and Nominating Committee, along with the Ĕ¼ÕďõííÕďďÀÀĠÕďÒĄÀĈāÀ¶ďďõ¨îĦŵî¨î¶Õ¨ç¼ÕĈ¶çõĈĔĄÀǿ before providing their approval for the report to be released. 40 Corporate governance |
| 41 TELUS International | 2023 Information Circular We are committed to effective and sound practices in corporate governance and we regularly assess emerging best practices and changing legal requirements. We are also committed to transparent disclosure of our corporate governance practices and to providing voluntary disclosure when we believe that disclosure is helpful to our stakeholders. With respect to shareholders’ approval of security-based compensation arrangements, TELUS International follows the TSX rules, which require shareholders’ approval of security-based compensation arrangements and material amendments only if they involve newly issued securities. Risk oversight [ÕĈäí¨î¨ÌÀíÀîďÕĈ¨äÀĦ¨ĈāÀ¶ďËõĄďÒÀĈĔ¶¶ÀĈĈõËõĔĄµĔĈÕîÀĈĈǾgÒÀõ¨Ą¼ÕĈĄÀĈāõîĈÕµçÀËõĄÀîĈĔĄÕîÌďÒÀÕ¼ÀîďÕŵ¶¨ďÕõîõËí¨ďÀĄÕ¨ç risks to the Company’s business and ensuring the implementation of appropriate systems and processes to identify, monitor and í¨î¨ÌÀí¨ďÀĄÕ¨çĄÕĈäĈÕîõĔĄµĔĈÕîÀĈĈǿÕî¶çĔ¼ÕîÌĈ泌ďÀÌÕ¶ǿõāÀĄ¨ďÕõî¨çǿŵî¨î¶Õ¨çǿçÀÌÕĈç¨ďÕğÀǿ¶õíāçÕ¨î¶À¨î¼ĄÀÌĔç¨ďõĄĦĄÕĈäĈǾ0î discharging this oversight duty, the Board annually reviews: In order to take advantage of the expertise that each of our Committees offer, the Board has delegated certain oversight ĄÀĈāõîĈÕµÕçÕďÕÀĈĠÕďÒĄÀĈāÀ¶ďďõĄÕĈäÕ¼ÀîďÕŵ¶¨ďÕõî¨î¼õğÀĄĈÕÌÒďǾ0¼ÕďÕõîďõ¨îĦõďÒÀĄĄÕĈäí¨ďďÀĄĈďÒ¨ďďÒÀõ¨Ą¼í¨Ħ¼ÀçĄ̀ďÀďõ each of its committees as required: The Audit Committee: reviews with management and the external auditors, our major accounting policies, including the impact of ¨çďÀĄî¨ďÕğÀ¨¶¶õĔîďÕîÌāõçÕ¶ÕÀĈ¨î¼äÀĦí¨î¨ÌÀíÀîďÀĈďÕí¨ďÀĈǿĄÕĈäĈ¨î¼áĔ¼ÌíÀîďĈďÒ¨ď¶õĔç¼í¨ďÀĄÕ¨ççĦ¨ËËÀ¶ďďÒÀŵî¨î¶Õ¨çĄÀĈĔçďĈǾ EõĄÀĈāÀ¶Õŵ¶¨ççĦǿďÒÀĔ¼ÕďõííÕďďÀÀĠÕççȀ The Governance and Nominating Committee: will: „ our risk management program, including risk appetite and integrated enterprise risk assessment; „ the quality and adequacy of risk-related information provided to the Board by management, to (i) make the Board aware (directly õĄďÒĄõĔÌÒÕďĈ¶õííÕďďÀÀĈȭõËõĔĄí¨ďÀĄÕ¨çĄÕĈäĈõî¨ďÕíÀçĦµ¨ĈÕĈǿ¨î¼ȬÕÕȭāĄõğÕ¼ÀďÒÀõ¨Ą¼ĠÕďÒĈĔËŵ¶ÕÀîďÕîËõĄí¨ďÕõî¨î¼ understanding to evaluate these risks, how they may affect the Company and how management addresses them; and „ the respective responsibilities of the Board, each Board committee and management for risk oversight and management of ĈāÀ¶Õŵ¶ĄÕĈäĈǾ „ ¶õîĈÕ¼ÀĄĄÀāõĄďĈõîďÒÀ¨îîĔ¨çÀîďÀĄāĄÕĈÀĄÕĈäȬµõďÒŵî¨î¶Õ¨ç¨î¼îõîȺŵî¨î¶Õ¨çȭ¨ĈĈÀĈĈíÀîď¨î¼Ĕā¼¨ďÀĈďÒÀĄÀďõȁ „ except to the extent that responsibility is reserved to the Board or delegated to another Board committee, review management’s implementation of risk policies and procedures, and assess the appropriateness and comprehensiveness of those policies and procedures; „ ¶õîĈÕ¼ÀĄĄÀāõĄďĈõîĈÀ¶ĔĄÕďĦǿŵî¨î¶Õ¨çĄÕĈäí¨î¨ÌÀíÀîďȬÕî¶çĔ¼Õî̼ÀĄÕğ¨ďÕğÀÀĥāõĈĔĄÀ¨î¼āõçÕ¶ÕÀĈȭǿď¨ĥĄÕĈäí¨î¨ÌÀíÀîď¨î¼ governance and business continuity, disaster recovery planning and external threat/hazard monitoring; and „ provide independent monitoring and oversight of internal audit; „ ¨îîĔ¨ççĦĄÀğÕÀĠ¨î¼¨āāĄõğÀ¼ÕĄÀ¶ďõĄĈɉ¨î¼õËŵ¶ÀĄĈɉďÒÕĄ¼Ⱥā¨ĄďĦçÕ¨µÕçÕďĦÕîĈĔĄ¨î¶À¶õğÀĄ¨ÌÀȁ „ ĄÀğÕÀĠ¨î¼ĄÀ¶õííÀî¼ďõďÒÀõ¨Ą¼ËõĄ¨āāĄõğ¨ç¨îĦí¨ďÀĄÕ¨ç¶Ò¨îÌÀĈďõ¼ÕĄÀ¶ďõĄĈɉõĄõËŵ¶ÀĄĈɉÕî¼ÀíîÕďĦ¨ÌĄÀÀíÀîďĈȁ „ monitor and review, on behalf of the Board, the Company’s insurance, claims and property risks; „ monitor, on behalf of the Board, environmental matters, including the Company’s compliance with environmental legislation „ review and recommend to the Board for approval environmental policies and procedure guidelines at least every two years and any material changes thereto; „ annually review and approve the directors’ expense policy; and „ review and monitor, on behalf of the Board, the Company’s approach, planning and reporting on corporate social responsibility and ESG, including the review and recommendation to the Board for approval of any Company Sustainability report. |
| 2023 Information Circular | TELUS International The Human Resources Committee: will assess the impact of the Company’s compensation philosophy, guidelines, programs, āĄ¨¶ďÕ¶ÀĈǿāç¨îĈ¨î¼ĈāÀ¶Õŵ¶¨ĄĄ¨îÌÀíÀîďĈËõĄďÒÀL¨î¼ĥÀ¶ĔďÕğÀ?À¨¼ÀĄĈÒÕāgÀ¨íõîĄÕĈäȺď¨äÕîÌďõÀîĈĔĄÀďÒÀĦ¨ĄÀ¶õîĈÕĈďÀîď with the Company’s longer-term goals and prudent risk-taking and to avoid promoting excessive risk-taking in light of the Company’s risk tolerance. 0¼ÕďÕõîďõďÒÀĈāÀ¶Õŵ¶ĄÕĈäõğÀĄĈÕÌÒďĄÀĈāõîĈÕµÕçÕďÕÀĈďÒÀõ¨Ą¼Ò¨Ĉ¨ççõ¶¨ďÀ¼ďõÕďĈ¶õííÕďďÀÀĈǿďÒÀõ¨Ą¼ĠÕççĄÀğÕÀĠǿõî¨î annual or more frequent basis, as appropriate, those key risks that have not been allocated to a Board committee. The Board is also responsible for the integrity of the Company’s internal control, disclosure control and management information systems. 42 |
| TELUS International | 2023 Information Circular Our Board consists of a number of Directors as determined from time to time by the Directors. Under the terms of our Shareholders’ Agreement, our Board consisted of eight Directors at the time of our initial public offering and is now 11 Directors. Under the terms of reference for our Board, unless otherwise required by applicable laws, our Articles or the Shareholders’ Agreement, the Board will not Àĥ¶ÀÀ¼ƉƍÕĄÀ¶ďõĄĈǾgÒÀďÀĄíĈõËõËŵ¶ÀõËÀ¨¶ÒõËõĔĄÕĄÀ¶ďõĄĈÀĥāÕĄÀõîďÒÀ¼¨ďÀõËďÒÀîÀĥď¨îîĔ¨çíÀÀďÕîÌõËõĔĄĈÒ¨ĄÀÒõç¼ÀĄĈǾ Non-management Directors are subject to term limits of 15 years. The composition of our Board is subject to the rights of TELUS Communications Inc. and the Company under the Shareholders’ Agreement which, among other things, provides for certain Director nomination rights. Under the Shareholders’ Agreement, the Company is entitled to nominate four individuals to the Board. Further, under the Shareholders’ Agreement, we agreed that, for as çõį̂Ĉg?l_¨î¼¶ÀĄď¨ÕîõËÕďĈĈĔµĈÕ¼Õ¨ĄÕÀĈ¶õîďÕîĔÀďõµÀîÀŵ¶Õ¨ççĦõĠî¨ďçÀ¨ĈďƍƈāÀĄ¶ÀîďõËďÒÀ¶õíµÕîÀ¼ğõďÕîÌāõĠÀĄõËõĔĄ outstanding multiple voting shares and subordinate voting shares, we will nominate individuals designated by TELUS representing six members of the Board. If TELUS and certain of its subsidiaries own at least 5 per cent of the combined voting power of our multiple voting shares and subordinate voting shares but less than 50 per cent, the number of Directors TELUS may nominate as a percentage of the Board will be the greater of (1) the number of Directors proportionate to the percentage of the combined voting power of shares that it holds, and (2) one individual. With the amendment of the Shareholders’ Agreement that occurred on March 9, 2023, BPEA is no longer entitled to any Director nomination rights. Our President and CEO is also required to be nominated to the Board by the Company. The seat on our Board to be held by our President and CEO does not represent one of the Director nominees provided to TELUS under the Shareholders’ Agreement. Subject to the arrangements described above, nominees for election as Directors are recommended to our Board by our Governance and Nominating Committee in accordance with the provisions of applicable corporate law and the terms of reference of our Governance and Nominating Committee. 43 The Board is responsible for the stewardship of the Company and for overseeing the management of the Company’s business and affairs in accordance with the Business Corporations Act (British Columbia) (BCBCA), our Articles and the Shareholders’ Agreement. This includes appointing our President and CEO and other members of the senior leadership team, considering and approving our objectives and goals and material changes thereto, approving our strategic plans and monitoring our strategic planning process, strategic plan execution and corporate performance against our objectives and goals, subject to the terms of the Shareholders’ Agreement. In addition, our Board receives and considers recommendations from our various Committees with respect to matters such as the following: the compensation of our Directors; criteria for Board and Committee membership; persons to be nominated for election as Directors and to each of the Board’s Committees; and matters relating to our code of ethics and conduct and corporate governance guidelines. gÒÀõ¨Ą¼Ò¨Ĉ¨¼õāďÀ¼õĔĄõ¨Ą¼XõçÕ¶ĦE¨îĔ¨çďõ¨ĈĈÕĈďÕĄÀ¶ďõĄĈÕîËĔçŵççÕîÌďÒÀÕĄõµçǪ̃ďÕõîĈǿµõďÒÕî¼ÕğÕ¼Ĕ¨ççĦ¨î¼¶õççÀ¶ďÕğÀçĦǿ and to set out the expectations for the Board, Committees, individual Directors, the Chair, Vice-Chair, the Committee chairs and the CEO. The terms of reference for the Board are contained in the manual and attached as Appendix A to this information circular. The entire Board Policy Manual, including the terms of reference for the Board, is reviewed annually by the Governance and Nominating Committee and any amendments are approved by the Board. A copy of the current Board Policy Manual is available at https://www. telusinternational.com/investors/governance. gÒÀõ¨Ą¼ËĔçŵççĈÕďĈ¼ĔďÕÀĈ¨î¼ĄÀĈāõîĈÕµÕçÕďÕÀĈµõďÒ¼ÕĄÀ¶ďçĦ¨î¼µĦ¼ÀçĄ̀ďÕîÌĈõíÀõËďÒÀĈÀĄÀĈāõîĈÕµÕçÕďÕÀĈďõÕďĈõííÕďďÀÀĈǾ To further delineate its responsibilities, the Board has adopted a framework for the delegation of authority between the Board and management. The Governance and Nominating Committee reviews this framework at least every two years and recommends to the Board for approval any material changes. Board of Directors Oversight and mandate Composition |
| 2023 Information Circular | TELUS International Each member of the Board is expected to have an informed view on topics that are relevant to TELUS International’s business. The Governance and Nominating Committee has established and annually reviews its Board skills matrix and conducts a gap analysis. The skills matrix and gap analysis are used by the Governance and Nominating Committee in assessing the skills of potential Director nominees and for succession planning purposes. The skills matrix helps guide the Board in determining whether, as a whole, it is composed of Directors with the right skills, perspectives, experience and expertise to provide effective oversight of the Company. gÒÀËõççõĠÕîÌ卑çÀĈÒõĠĈďÒÀďõāŵğÀ¶õíāÀďÀî¶ÕÀĈõËõĔĄîõíÕîÀÀĈǿĠÒÕçÀď¨äÕîÌÕîďõ¶õîĈÕ¼ÀĄ¨ďÕõîďÒ¨ďÀ¨¶ÒîõíÕîÀÀÒ¨ĈĈÀîÕõĄ ÀĥÀ¶ĔďÕğÀȍĈ泌ďÀÌÕ¶çÀ¨¼ÀĄĈÒÕāÀĥāÀĄÕÀî¶ÀǾgÒÕĈ卑çÀ¨çĈõ¼ÕĈ¶çõĈÀĈďÒÀÕĄĈÀçËȺÕ¼ÀîďÕŵÀ¼ÌÀî¼ÀĄǿĄÀĈÕ¼Àî¶ÀǿďÀîĔĄÀǿ¨ÌÀ¨î¼¼ÕğÀĄĈÕďĦǾ Years on Board AgeȬƊȭ Diversity Top SkillsȬƋȭ Gender Residence(1) 0 to 5 6 to 10 11+ 59 and under 60 to 69 70+ Visible Minority Women Corporate development Corporate social responsibility Customer experience Finance and accounting Governance Human resources management/ executive compensation Industry knowledge and experience Information technology and information management International experience Risk management Madhuri Andrews F TX 9 9 999 9 999 Olin Anton M BC 9 9 9 9 999 Navin Arora M AB 9 9 9 9 9 999 Josh Blair M BC 9 9 9 999 9 Darren Entwistle M BC 9 9 999 9 9 Doug French M ON 9 9 9 99 9 9 Tony Geheran M BC 9 9 99 9 99 Sue Paish F BC 9 9 9 9 9999 Jeff Puritt M NV 99 99999 Carolyn Slaski F FL 9 9 9 9 999 9 Sandra Stuart F BC 9 9 9 9 9 9 99 Skills matrix (1) AB - Alberta, Canada; BC - British Columbia, Canada; FL - Florida, U.S.A.; NV - Nevada, U.S.A.; ON - Ontario, Canada; TX - Texas, U.S.A. (2) Age as of March 13, 2023 (3) gõā_äÕççĈȺ¼ÀŵîÕďÕõîĈȀ (see next page) 44 Our Articles provide that a Director may be removed with or without cause by a resolution passed by a special majority comprising 66 2/3 per cent of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The Directors ¨ĄÀÀçÀ¶ďÀ¼µĦďÒÀĈÒ¨ĄÀÒõç¼ÀĄĈ¨ďÀ¨¶Ò¨îîĔ¨çÌÀîÀĄ¨çíÀÀďÕîÌõËĈÒ¨ĄÀÒõç¼ÀĄĈǿ¨î¼¨ççÕĄÀ¶ďõĄĈÒõç¼õËŵ¶ÀËõĄ¨ďÀĄíÀĥāÕĄÕį̂ď the close of the next annual shareholders meeting or until their respective successors are elected or appointed. Under the BCBCA and our Articles, between annual general meetings of our shareholders, the Directors may appoint one or more additional Directors, but the number of additional Directors may not at any time exceed one-third of the number of current Directors who were elected or appointed other than as additional Directors pursuant to such provision. |
| TELUS International | 2023 Information Circular Our Governance and Nominating Committee is responsible for overseeing our ESG strategy, facilitated through ESG updates from ďÒÀ?gǿāĄÕí¨ĄÕçĦďÒÀÒÕÀËõĄāõĄ¨ďÀLËŵ¶ÀĄ¨î¼ďÒÀÒÕÀË?Ą̀çLËŵ¶ÀĄˈõĄāõĄ¨ďÀ_À¶ĄÀ逸Ħǿ¼ÀçÕğÀĄÀ¼¨ďçÀ¨ĈďďĠÕ¶À¨ĦÀ¨ĄǾgÒÀ Committee establishes and reviews the Company’s ESG priorities, commitments and policies, including oversight of corporate social responsibility and environmental, social and governance matters. Our Governance and Nominating Committee is also responsible for reviewing and recommending to the Board for approval our Sustainability Report, supported by the Audit Committee with respect to ¨îĦŵî¨î¶Õ¨ç¼ÕĈ¶çõĈĔĄÀǾ TELUS International’s ESG priorities are: gõÒÀçāďÒÀõ¨Ą¼ËĔçŵççÕďĈ¼ĔďÕÀĈ¨î¼ĄÀĈāõîĈÕµÕçÕďÕÀĈǿďÒÀõ¨Ą¼¼ÀçĄ̀ďÀĈ¶ÀĄď¨ÕîāõĠÀĄĈǿ¼ĔďÕÀĈ¨î¼ĄÀĈāõîĈÕµÕçÕďÕÀĈďõÕďĈ Committees to ensure a full review of certain matters. These include the Audit, Human Resources and Governance and Nominating Committees. XĔĄĈĔ¨îďďõďÒÀďÀĄíĈõËõĔĄ_Ò¨ĄÀÒõç¼ÀĄĈɉÌĄÀÀíÀîďǿËõĄĈõçõį̂Ĉg?l_¨î¼¶ÀĄď¨ÕîõËÕďĈĈĔµĈÕ¼Õ¨ĄÕÀĈ¶õîďÕîĔÀďõµÀîÀŵ¶Õ¨ççĦ own at least 50 per cent of the combined voting power of our multiple voting shares and subordinate voting shares, TELUS will be entitled, but not obligated, to select the Chair of the Board and the chairs of the Human Resources and Governance and Nominating Committees. The Shareholders’ Agreement also provides that TELUS has the right to designate one nominee for appointment to our Audit Committee, as long as it is entitled to nominate at least one individual to our Board and as long as its nominee to the Audit Committee is independent. The above-described Committee appointment rights are in each case subject to compliance with the independence requirements of applicable securities laws and listing requirements of the NYSE and TSX. The 2022 TELUS International Sustainability Report is available at telusinternational.com. îğÕĄõîíÀîď¨çǿ_õ¶Õ¨ç¨î¼'õğÀĄî¨î¶ÀȬ_'ȭµõ¨Ą¼õğÀĄĈÕÌÒď ESG priorities Committees „ Hiring, motivating and promoting our diverse, talented team who exceed customer expectations, including through impact sourcing programs „ Giving back to the communities where we live, work and serve by creating meaningful, lasting impact through the efforts of our team members „ Supporting a sustainable planet for all by embracing the principles of refuse, reduce, reuse, repurpose and recycle „ Adhering to principles of strong corporate governance. 45 Corporate development Experience with, or understanding of, corporate development opportunities, including mergers and acquisitions and integration strategies. Corporate social responsibility Experience with, or understanding of, corporate social responsibility initiatives, including environmental, social and governance (ESG), diversity and inclusion, and community affairs as business imperatives. Customer experience Experience in the B2B (global services) industry; and a network or connection to the following verticals: Tech & Games, Communications & Media, eCommerce & Fintech, Travel & Hospitality and Healthcare. Finance and accounting ĥāÀĄÕÀî¶ÀĠÕďÒǿõĄĔî¼ÀĄĈď¨î¼ÕîÌõËǿŵî¨î¶Õ¨ç¨¶¶õĔîďÕîÌ¨î¼ĄÀāõĄďÕîÌǿ¶õĄāõĄ¨ďÀŵî¨î¶À¨î¼Ë¨íÕçÕ¨ĄÕďĦĠÕďÒÕîďÀĄî¨çŵî¨î¶Õ¨çȍ¨¶¶õĔîďÕî̶õîďĄõçĈǿ and IFRS. Governance Experience with, or understanding of, leading governance/corporate social responsibility practices with a public company or other major organization; experience leading a culture of accountability and transparency. Human resources management/ executive compensation ĥāÀĄÕÀî¶ÀĠÕďÒǿõĄĔî¼ÀĄĈď¨î¼ÕîÌõËǿÀĥÀ¶ĔďÕğÀ¶õíāÀîĈ¨ďÕõî¨î¼µÀîÀŵďĈǿď¨çÀîďí¨î¨ÌÀíÀîďȍĄÀďÀîďÕõîǿçÀ¨¼ÀĄĈÒÕā¼ÀğÀçõāíÀîďǿ¼ÕğÀĄĈÕďĦ¨î¼ inclusion, culture building global talent planning and succession planning. Industry knowledge and experience Experience with, or understanding of, the B2B (global services) industry; and a network or connection to the following verticals: Tech & Games, Communications & Media, eCommerce & Fintech, Travel & Hospitality and Healthcare. Information technology and information management ĥāÀĄÕÀî¶ÀĠÕďÒǿõĄĔî¼ÀĄĈď¨î¼ÕîÌõËǿĄÀçÀğ¨îď¶ĔĄĄÀîď¨î¼ÀíÀĄÌÕîÌďÀ¶ÒîõçõÌÕÀĈ¨î¼ĄÀç¨ďÀ¼Õîîõğ¨ďÕõîȬÀǾÌǾ¨ĄďÕŵ¶Õ¨çÕîďÀççÕÌÀî¶Àǿ¼ÕÌÕď¨çĈõçĔďÕõîĈȍ transformation), including customer experience, digital transformation, consulting, IT services and AI data solutions and content moderation, , and the Board’s role in overseeing information technology. International experience Experience with, or understanding of, cultivation and sustainability of international business relationships, including oversight of multinational operations. Risk management Experience with, or understanding of, internal risk controls, risk assessments and reporting in an international setting, as wells as expertise in current risk challenges such as those with respect to privacy and cybersecurity. Senior executive/strategic leadership Experience as a senior executive of a multinational public company or other major organization; experience driving strategic direction and leading growth. |
| 2023 Information Circular | TELUS International Committee Number of meetings held in 2022 Members as of March 13, 2023 Independent Audit 9 Olin Anton (chair) Yes Madhuri Andrews Yes Carolyn Slaski Yes Sandra Stuart Yes Governance and Nominating 4 Tony Geheran (chair) No Navin Arora No Sue Paish Yes Human Resources 4 Josh Blair (chair) No Sue Paish Yes Carolyn Slaski Yes 46 As of March 13, 2023, our Audit Committee was comprised of Ms. Andrews, Ms. Slaski and Ms. Stuart, and chaired by Mr. Anton, each õËĠÒõíÕĈɆŵî¨î¶Õ¨ççĦçÕďÀĄ¨ďÀɇĠÕďÒÕîďÒÀíÀ¨îÕîÌõËF¨ďÕõî¨ç0îĈďĄĔíÀîďƍƊȺƉƉƈȽĔ¼ÕďõííÕďďÀÀĈȬF0ƍƊȺƉƉƈȭ¨î¼ďÒÀF~_çÕĈďÕîÌ requirements. Our Board has determined that each of Ms. Andrews, Mr. Anton, Ms. Slaski and Ms. Stuart meet the independence requirements for Directors, including the heightened independence standards for members of the audit committee under Rule 10A-3 under the Exchange Act and NI 52-110. Our Audit Committee consists exclusively of independent Directors within the meaning of NI ƍƊȺƉƉƈ¨î¼ďÒÀF~_çÕĈďÕîÌĄÀăĔÕĄÀíÀîďĈǾLĔĄõ¨Ą¼Ò¨Ĉ¼ÀďÀĄíÕîÀ¼ďÒ¨ďEĄǾîďõîÕĈ¨îɆ¨Ĕ¼Õď¶õííÕďďÀÀŵî¨î¶Õ¨çÀĥāÀĄďɇ¨Ĉ¼ÀŵîÀ¼ by Rule 10A-3 under the Exchange Act. For a description of the education and experience of members of the audit committee, see ɆµõĔďõĔĄFõíÕî¨ďÀ¼ÕĄÀ¶ďõĄĈȼÕĄÀ¶ďõĄXĄõŵçÀĈɇǾ As of March 13, 2023, our Governance and Nominating Committee was comprised of Mr. Arora and Ms. Paish and chaired by Mr. Geheran and our Human Resources Committee was comprised of Ms. Paish and Ms. Slaski and chaired by Mr. Blair. Ms. Paish and Ms. Slaski are both independent Directors. We rely upon the “controlled company” exemption relating to the board of directors and committee independence requirements under the NYSE listing requirements, pursuant to which we are exempt from, among other things, the requirements that our Governance and Nominating Committee and Human Resources Committee be composed entirely of independent Directors. However, there are no management Directors that serve on the Governance and Nominating Committee or the Human Resources Committee and the non-independent Directors who serve on these Committees are only non-independent as a result of their relationships to shareholders of the Company. Each Committee has the authority to engage outside advisors, at the expense of the Company, to provide advice with respect to a corporate decision or action. For example, the Governance and Nominating Committee may use the services of outside consultants in searching for or doing background checks on candidates and the Human Resources Committee may use the services of outside compensation consultants, legal counsel or other advisors as it determines appropriate to assist it in the full performance of its functions. Each Committee has terms of reference that set out its mandate, duties and scope of authority, and each Committee reports to the Board on its activities on a regular basis. The mandate and responsibilities of each Committee are summarized below. The following table provides an overview of our current Committees. |
| TELUS International | 2023 Information Circular „ reviewing at least annually our executive compensation philosophy and guidelines for the executive leadership team; „ in the absence of the President and CEO, evaluating at least once a year our President and CEO’s performance in light of the goals and objectives established by the Human Resources Committee and, based on such evaluation, approving the President and CEO’s annual compensation; „ reviewing and approving on an annual basis the evaluation process and compensation structure for members of our executive leadership team and, in consultation with our President and CEO, and in the absence of the executive leadership team, reviewing and approving the performance of the other members of our executive leadership team; „ reviewing and approving the design of the annual performance bonus plan, and any establishment of or material changes to Õî¶ÀîďÕğÀ¶õíāÀîĈ¨ďÕõîāç¨îĈǿÀíāçõĦÀÀµÀîÀŵďāç¨îĈËõĄďÒÀÀĥÀ¶ĔďÕğÀçÀ¨¼ÀĄĈÒÕāďÀ¨í¨î¼¨ççÀăĔÕďĦµ¨ĈÀ¼Õî¶ÀîďÕğÀāç¨îĈõË the Company or its subsidiaries; „ reviewing and approving on an annual basis the share ownership guidelines in effect from time to time for the President and CEO and the executive leadership team and the compliance with those guidelines; „ reviewing and approving on an annual basis the expenses of the President and CEO and assessing the Company’s policies and procedures with respect to the expense accounts, perquisites and use of corporate assets by the executive leadership team; „ preparing and recommending to our Board for approval our public disclosures related to executive compensation; „ reviewing, at least once annually, succession plans for the President and CEO and members of our executive leadership team; and „ authority to retain and terminate a compensation consultant, legal counsel or other advisor as it determines appropriate to assist it in the full performance of its functions. 47 Mandate:gõĈĔāāõĄďďÒÀõ¨Ą¼ÕîËĔçŵççÕîÌÕďĈõğÀĄĈÕÌÒďĄÀĈāõîĈÕµÕçÕďÕÀĈĄĄ̀Ą¼ÕîÌďÒÀÕîďÀÌĄÕďĦõËďÒÀõíā¨îĦɉĈ¨¶¶õĔîďÕîÌ¨î¼ ŵî¨î¶Õ¨çĄÀāõĄďÕîÌǾ Responsibilities: To assist the Board in discharging its oversight of, among other things: Mandate: To assist the Board in its oversight of executive compensation philosophy and guidelines, succession-planning for the President and CEO and other members of the executive leadership team and certain compensation and performance rating decisions. Responsibilities: To assist the Board in discharging its oversight of, among other things: Audit Committee Human Resources Committee „ ďÒÀÕîďÀÌĄÕďĦõËõĔĄ¨¶¶õĔîďÕį̂î¼ŵî¨î¶Õ¨çĄÀāõĄďÕîÌȁ „ ďÒÀÕî¼ÀāÀî¼Àî¶ÀǿăĔ¨çÕŵ¶¨ďÕõîĈǿ¨āāõÕîďíÀîďǿ¶õíāÀîĈ¨ďÕõî¨î¼āÀĄËõĄí¨î¶ÀõËõĔĄÀĥďÀĄî¨ç¨î¼ÕîďÀĄî¨ç¨Ĕ¼ÕďõĄĈ¨î¼ďÒÀ pre-approval of all audit, audit-related and non-audit services; „ the adequacy of the resources and the independence, objectivity and performance of the internal auditors; „ õĔĄ¼ÕĈ¶çõĈĔĄÀ¶õîďĄõçĈ¨î¼āĄõ¶À¼ĔĄÀĈ¨î¼ÕîďÀĄî¨ç¶õîďĄõçõğÀĄŵî¨î¶Õ¨çĄÀāõĄďÕîÌǿ¨ĈĠÀçç¨ĈõĔĄĠÒÕĈďçÀµçõĠÀĄǿ¶õíāç¨Õîď and ethics processes; „ reviewing and approving or ratifying related party transactions, including transactions with TELUS; „ our compliance with applicable legal and regulatory requirements and Company policies; „ õĔĄÀîďÀĄāĄÕĈÀĄÕĈäí¨î¨ÌÀíÀîďāĄõ¶ÀĈĈÀĈǿ¶ĄÀ¼ÕďĠõĄďÒÕîÀĈĈǿďĄÀ¨ĈĔĄĦāç¨îĈ¨î¼ŵî¨î¶Õ¨çāõçÕ¶Ħȁ „ ĄÀğÕÀĠÕîÌõĔĄ_ĔĈď¨ÕÕçÕďĦ[ÀāõĄď¨î¼í¨äÕîÌĄÀ¶õííÀďÕõîĈĠÕďÒĄÀĈāÀ¶ďďõ¨îĦí¨ďÀĄÕ¨çŵî¨î¶Õ¨çÕîËõĄí¨ďÕõîÕďí¨Ħ¶õîď¨Õî to our Governance and Nominating Committee; and „ together with the Human Resources Committee, the Company’s code of ethics and conduct and recommending any necessary or appropriate changes thereto to the Board for consideration. |
| 2023 Information Circular | TELUS International „ Õ¼ÀîďÕËĦÕîÌÕî¼ÕğÕ¼Ĕ¨çĈăĔ¨çÕŵÀ¼ďõµÀ¶õíÀíÀíµÀĄĈõËõĔĄõ¨Ą¼ȁ „ recommending that our Board select Director nominees for the next annual meeting of shareholders and recommending the composition of our Board and its Committees; „ developing and overseeing a process to assess our Board, the Chair and Vice-Chair the Committees, the chairs of the Committees and individual Directors and the skills and independence of all Directors; „ approving the Director orientation process and plans for ongoing Director education; „ establishing and annually reviewing, the succession planning process and actual succession plans for the Chair and the chair of each Committee; „ overseeing the Company’s environmental policies, and compliance with associated regulations, and corporate social responsibility and sustainability approach, planning and reporting; „ reviewing and recommending for approval our Sustainability Report; „ õğÀĄĈÀÀÕî̶ÀĄď¨ÕîÀçÀíÀîďĈõËďÒÀõíā¨îĦɉĈĄÕĈäí¨î¨ÌÀíÀîďËĄ¨íÀĠõĄäǿÕî¶çĔ¼ÕîÌĠÕďÒĄÀĈāÀ¶ďďõÕĄÀ¶ďõĄĈɉ¨î¼LËŵ¶ÀĄĈɉ ďÒÕĄ¼Ⱥā¨ĄďĦçÕ¨µÕçÕďĦÕîĈĔĄ¨î¶À¶õğÀĄ¨ÌÀǿÕĄÀ¶ďõĄĈɉ¨î¼LËŵ¶ÀĄĈɉÕî¼ÀíîÕďĦ¨ÌĄÀÀíÀîďĈȁ „ õğÀĄĈÀÀÕį̂îĦĄÀăĔÕĄÀíÀîďďÒ¨ďÕî¼ÀāÀî¼Àîď¶õííÕďďÀÀĈÀğ¨çĔ¨ďÀ¨î¼¶õîŵĄíďÒÀË¨ÕĄîÀĈĈõ˨îĦí¨ďÀĄÕ¨ç泌îĈ¨¶ďÕõîĈȁ „ reviewing the delegation of authority between the Board and management; „ considering various corporate governance-related practices such as to the approach to say-on-pay, shareholder engagement and practices and the Company’s insider trading policy; „ developing, recommending and overseeing the effectiveness of our corporate governance policies and procedures; „ reviewing Director compensation; and „ overseeing our public disclosure related to the forgoing. Mandate: gõ¨ĈĈÕĈďďÒÀõ¨Ą¼ÕîËĔçŵççÕîÌÕďĈõğÀĄĈÕÌÒďĄÀĈāõîĈÕµÕçÕďÕÀĈďõÀîĈĔĄÀg?l_0îďÀĄî¨ďÕõî¨çÒ¨ĈÀËËÀ¶ďÕğÀ¶õĄāõĄ¨ďÀ governance policies and procedures. Responsibilities: To assist the Board in discharging its oversight of, among other things: Each Committee’s mandate, which includes brief position descriptions for the chair of each Committee, is also part of the Board Policy Manual available at https://www.telusinternational.com/investors/governance. Governance and Nominating Committee 48 |
| 49 TELUS International | 2023 Information Circular We have elected to be treated as a “controlled company” under the listing requirements of the NYSE because more than 50 per cent of the combined voting power of our multiple voting shares and subordinate voting shares is held by TELUS and certain of its subsidiaries. We intend to rely upon the “controlled company” exemption relating to the board of directors and committee independence requirements under the NYSE listing requirements until we are no longer eligible or until we determine otherwise. Pursuant to this exemption, we are exempt from, among other things, the listing requirements that would otherwise require that our Board consist of a majority of independent Directors and that our Human Resources and Governance and Nominating Committees be composed entirely of independent Directors. The “controlled company” exemption does not modify the independence requirements for the Audit Committee, and we comply with the requirements of the Exchange Act, the NYSE listing requirements and applicable Canadian securities laws, which require that our Audit Committee be comprised exclusively of independent Directors. Since January 21, 2022, our Audit Committee has been composed solely of independent Directors. For purposes of the NYSE listing requirements, an independent director means a person who, in the opinion of our Board, has no material relationship with the Company as set forth under NYSE rules and The Exchange Act. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of NI 52-110. Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect material relationship with us which could, in the view of our Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. Our Board has undertaken a review of the independence of the Directors and considered whether any Director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each Director concerning such Director’s background, ÀíāçõĦíÀîď¨î¼¨ËŵçÕ¨ďÕõîĈǿÕî¶çĔ¼ÕîÌ˨íÕçĦĄÀç¨ďÕõîĈÒÕāĈǿõĔĄõ¨Ą¼¼ÀďÀĄíÕîÀ¼ďÒ¨ďŵğÀõËõĔĄƉƉÕĄÀ¶ďõĄĈ¨ĄÀ¨îɆÕî¼ÀāÀî¼Àîď ¼ÕĄÀ¶ďõĄɇ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀF~_çÕĈďÕį̂î¼ĥ¶Ò¨îÌÀ¶ďĄÀăĔÕĄÀíÀîďĈ¨î¼F0ƍƐȺƉƈƉǿĄÀāĄÀĈÀîďÕîÌƌƍāÀĄ¶ÀîďõËďÒÀõ¨Ą¼¨î¼ƍ of our 11 our Director nominees are independent as well, representing 45 per cent of the Board. In making these determinations, our Board considered the current and prior relationships that each Director has with our Company and all other facts and circumstances ďÒ¨ďõĔĄõ¨Ą¼¼ÀÀíÀ¼ĄÀçÀğ¨îďÕî¼ÀďÀĄíÕîÕîÌďÒÀÕĄÕî¼ÀāÀî¼Àî¶ÀǿÕî¶çĔ¼ÕîÌďÒÀµÀîÀŵ¶Õ¨çõĠîÀĄĈÒÕāõËõĔĄĈÒ¨ĄÀĈµĦÀ¨¶ÒÕĄÀ¶ďõĄ ¨î¼îõíÕîÀÀ¨î¼ďÒÀ泌îĈ¨¶ďÕõîĈÕîğõçğÕîÌďÒÀí¼ÀĈ¶ĄÕµÀ¼Ĕî¼ÀĄɆ¼¼ÕďÕõî¨ç0îËõĄí¨ďÕõîȽ0îďÀĄÀĈďõ˶ÀĄď¨ÕîāÀĄĈõîĈÕîí¨ďÀĄÕ¨ç transactions and related party transactions”. The Board will assess on a regular basis, and at least annually, the independence of Directors and, based on the recommendation of the Governance and Nominating Committee, will make a determination as to which members are independent. Mr. Puritt is not considered an independent Director as he is our President and CEO. Mr. Blair, who was the Vice-Chair of the Board for 2022 and who is expected to be reappointed as the Vice-Chair following the meeting, is not considered an independent Director as he was an employee of TELUS until December 31, 2020. In addition, Mr. Arora, one of our new Director nominee, Mr. Entwistle, Mr. French and Mr. Geheran are not considered independent Directors as they are employees of TELUS. TELUS selected Ms. Stuart, an ɆÕî¼ÀāÀî¼Àîď¼ÕĄÀ¶ďõĄɇďõŵççõîÀõËÕďĈîõíÕîÀÀāõĈÕďÕõîĈǾ We take steps to help ensure that adequate structures and processes are in place to permit our Board to function independently of management, including for purposes of encouraging an objective process for nominating Directors and determining executive compensation. In 2022, the independent Directors did not meet in the absence of the non-independent Directors. Where appropriate, our Board of Directors holds a portion of every Board meeting without members of management, including Mr. Puritt, who is a Director and also our President and CEO. Such sessions without the presence of management are presided over by the Board Chair. Interested parties may communicate any concerns to the Chair and/or our independent Directors through our ethics hotline at 1-888-265-4112 in North America, by website at https://www.telus.ethicspoint.com, or by email to corporatesecretary@ telusinternational.com. The only management Director on the Board is the President & CEO and the other non-independent Directors are only non-independent as a result of their relationships to shareholders of the Company. The roles of the CEO, Chair and Vice-Chair of the Board are separated. In addition, each Committee has full authority to retain independent external advisors to help it carry out its duties and responsibilities. In addition, our Board helps ensure open and candid discussion among its Directors by continuously monitoring situations where a ¶õîŶÕ¶ďõËÕîďÀĄÀĈďõĄāÀĄ¶ÀÕğÀ¼¶õîŶÕ¶ďõËÕîďÀĄÀĈďĠÕďÒĄÀĈāÀ¶ďďõ¨ÕĄÀ¶ďõĄí¨ĦÀĥÕĈďǾLĔĄõ¨Ą¼í¨Ħ¼ÀďÀĄíÕîÀďÒ¨ďÕďÕĈ¨āāĄõāĄÕ¨ďÀ ďõÒõç¼íÀÀďÕîÌĈÀĥ¶çĔ¼ÕîÌ¨ÕĄÀ¶ďõĄĠÕďÒ¨¶õîŶÕ¶ďõËÕîďÀĄÀĈďõĄāÀĄ¶ÀÕğÀ¼¶õîŶÕ¶ďõËÕîďÀĄÀĈďõĄĈĔ¶ÒÕĄÀ¶ďõĄí¨Ħ¶õîĈÕ¼ÀĄďÒ¨ďÕďÕĈ appropriate to recuse themselves from considering and voting with respect to the matter under consideration. Independence EÀÀďÕîÌĈõËÕî¼ÀāÀî¼Àîď¼ÕĄÀ¶ďõĄĈ¨î¼¶õîŶÕ¶ďĈõËÕîďÀĄÀĈď |
| 2023 Information Circular | TELUS International The Board has adopted a policy with respect to related person transactions to assist the Board in reviewing, approving, and ratifying related person transactions and complying with requisite disclosure obligations. gÒÀāõçÕ¶ĦĄÀăĔÕĄÀĈďÒ¨ďÀ¨¶ÒÕĄÀ¶ďõĄǿÕĄÀ¶ďõĄîõíÕîÀÀ¨î¼ĥÀ¶ĔďÕğÀLËŵ¶ÀĄāĄõíāďçĦîõďÕËĦďÒÀõíā¨îĦɉĈ?LõĄ¨¼ÀĈÕÌîÀÀõË any transaction involving the Company and a related person, subject to certain exceptions. The CLO or a designee analyzes each îÀĠ泌îĈ¨¶ďÕõîËõĄĠÒÕ¶Ò¨îõďÕŵ¶¨ďÕõîÒ¨ĈµÀÀîĄÀ¶ÀÕğÀ¼ǾgÒÀ¨î¨çĦĈÕĈ¶õî¼Ĕ¶ďÀ¼µĦďÒÀ?LõĄ¼ÀĈÕÌîÀÀÕî¶çĔ¼ÀĈ¨î¨ĈĈÀĈĈíÀîď of whether the transaction constitutes a related person transaction under the policy and a preliminary recommendation CLO shall ¶õîĈÕ¼ÀĄ¨ççĄÀçÀğ¨îď˨¶ďĈ¨î¼¶ÕĄ¶ĔíĈď¨î¶ÀĈǿÕî¶çĔ¼ÕîÌȀȬÕȭďÒÀ¶õííÀĄ¶Õ¨çĄÀ¨ĈõçÀîÀĈĈõËďÒÀďÀĄíĈǿȬÕÕȭďÒÀµÀîÀŵď¨î¼āÀĄ¶ÀÕğÀ¼ µÀîÀŵďǿõĄç¨¶äďÒÀĄÀõËǿďõďÒÀõíā¨îĦǿȬÕÕÕȭďÒÀ¨ğ¨Õ稵ÕçÕďĦ¨î¼ȍõĄõāāõĄďĔîÕďĦ¶õĈďĈõ˨çďÀĄî¨ďÀ泌îĈ¨¶ďÕõîĈǿȬÕğȭďÒÀí¨ďÀĄÕ¨çÕďĦ¨î¼ ¶Ò¨Ą¨¶ďÀĄõËďÒÀĄÀç¨ďÀ¼āÀĄĈõîɉĈ¼ÕĄÀ¶ďõĄÕî¼ÕĄÀ¶ďÕîďÀĄÀĈďǿ¨î¼ȬğȭďÒÀ¨¶ďĔ¨çõĄ¨āā¨ĄÀîď¶õîŶÕ¶ďõËÕîďÀĄÀĈďõËďÒÀĄÀç¨ďÀ¼āÀĄĈõîǾ The Audit Committee will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders. If after the review described above, the Audit Committee determines not to approve or ratify a related person transaction (whether such 泌îĈ¨¶ďÕõîÕĈµÀÕîÌĄÀğÕÀĠÀ¼ËõĄďÒÀŵĄĈďďÕíÀõĄÒ¨ĈāĄÀğÕõĔĈçĦµÀÀî¨āāĄõğÀ¼¨î¼ÕĈµÀÕîÌĄÀȺĄÀğÕÀĠÀ¼ȭǿďÒÀ泌îĈ¨¶ďÕõîĠÕççîõďµÀ entered into or continued, as the Audit Committee directs. The Company’s Related Person Transaction Policy is available at https://www.telusinternational.com/investors/governance. The Board has developed a description of the roles and responsibilities of the Chair, Vice-Chair and the CEO to delineate the Board’s expectations of these roles. That description is included in the Board Policy Manual available at https://www.telusinternational.com/ investors/governance. TELUS is entitled to select the Chair of the Board among the Directors. Following the 2023 annual general meeting, we expect that TELUS will select Mr. Entwistle to continue to serve as the Chair and that Mr. Blair to continue to serve as the Vice-Chair. Chair - The Chair’s primary responsibility is to lead the Board in its progression of the strategy, business and affairs of the Company and its oversight of management. The Chair’s duties include: Vice-Chair - The Vice-Chair will assist the Chair with overseeing the Board’s discharge of its duties including: Related party transactions Position descriptions — Chair, Vice-Chair and CEO „ contributing to the progression of the strategy, business and affairs of the Company; „ āĄÀĈÕ¼ÕîÌõğÀĄõ¨Ą¼íÀÀďÕîÌĈ¨î¼ĈÒ¨ĄÀÒõç¼ÀĄíÀÀďÕîÌĈ¨î¼ÀîĈĔĄÕî̵õďÒ¨ĄÀ¶õî¼Ĕ¶ďÀ¼Õî¨îÀËŵ¶ÕÀîď¨î¼ÀËËÀ¶ďÕğÀí¨îîÀĄȁ and „ communicating to the CEO the concerns of the Board, shareholders (as appropriate) and other stakeholders. „ advising and assisting the Chair with overseeing the Board’s discharge of its duties assigned to it by law, in the constating documents of the Company and the Board’s mandate; „ ÕîďÒÀ¨µĈÀî¶ÀõËďÒÀÒ¨ÕĄǿāĄÀĈÕ¼ÕîÌõğÀĄõ¨Ą¼íÀÀďÕîÌĈ¨î¼ÀîĈĔĄÀďÒÀĦ¨ĄÀ¶õî¼Ĕ¶ďÀ¼Õî¨îÀËŵ¶ÕÀîď¨î¼ÀËËÀ¶ďÕğÀí¨îîÀĄȁ „ working with the Corporate Secretary to ensure that meeting dates are set, meeting agendas are prepared and materials are í¨¼À¨ğ¨Õ稵çÀďõďÒÀõ¨Ą¼ÕîĈĔËŵ¶ÕÀîďďÕíÀËõĄõ¨Ą¼íÀÀďÕîÌĈȁ „ carrying out other duties, as requested by the Chair, as needs and circumstances arise. „ assisting the Governance and Nominating Committee in its review of the scope, duties and responsibilities of the Committees and any amendments thereto, as well as the establishment of or disbanding of Committees and changes to their composition, including the chairs thereof; „ working with the Governance and Nominating Committee in connection with the evaluation of the performance of individual Directors, the Committee chairs, the Board as a whole and the Committees, and presenting recommendations to the Governance and Nominating Committee and Board; and „ ensuring that new Directors receive suitable orientation including education sessions, a meeting with the Chair and orientation reference materials. 50 |
| 51 TELUS International | 2023 Information Circular „ lead the effective operation and management of and provide strong leadership to the Board; „ ÀĈ卑çÕĈÒāĄõ¶À¼ĔĄÀĈďõÌõğÀĄîďÒÀÀËËÀ¶ďÕğÀ¨î¼ÀËŵ¶ÕÀîď¶õî¼Ĕ¶ďõËďÒÀõ¨Ą¼ɉĈĠõĄäȁ „ provide leadership to the Board to ensure it functions independently of management; „ take steps to foster the Board’s understanding of its responsibilities and boundaries with management; „ act as a resource and sounding board for the CEO; „ assist the Governance and Nominating Committee with the recruitment of new Directors in collaboration with the CEO; „ assist the Governance and Nominating Committee with the review of the composition of the Board and its Committees prior to each annual general meeting; „ facilitate the Board’s interaction with key management as appropriate; „ communicate to the CEO any matters arising from the Board’s meetings with shareholders and other stakeholders that require management’s attention „ lead the Board and the Human Resources Committee in the evaluation of, and succession plan for, the CEO; and „ facilitate the Board’s efforts to promote engagement with, and feedback from, shareholders and stakeholders. „ developing and monitoring annual business and operational plans and budgets that support the Company’s long-term business plans and strategies, and leading the execution thereof; „ äÀÀāÕîÌďÒÀõ¨Ą¼¶ĔĄĄÀîďÕî¨ďÕíÀçĦ˨ĈÒÕõîõîí¨áõĄ¼ÀğÀçõāíÀîďĈ¨î¼āĄõğÕ¼ÕîÌďÒÀõ¨Ą¼ĠÕďÒĈĔËŵ¶ÕÀîďÕîËõĄí¨ďÕõîďõÀçÀ ďÒÀõ¨Ą¼ďõ¼ÕĈ¶ĔĈĈāõďÀîďÕ¨çÕĈĈĔÀĈǿí¨äÀ¼À¶ÕĈÕõîĈ¨î¼ËĔçŵççÕďĈí¨î¼¨ďÀǿÕî¶çĔ¼ÕîÌďÒÀõğÀĄĈÕÌÒďõËďÒÀõíā¨îĦɉĈĄÕĈäāĄõŵçÀȁ „ participating in TELUS’ global strategic planning; „ recommending to the Board for its review, input and approval, the strategic direction for the Company’s business and, when approved, pursuing the continued development and progression of the Company’s strategy and leading the execution thereof; „ fostering a caring culture that promotes ethical practices and encourages individual and collective integrity in line with the Company’s values and brand attributes; „ developing and implementing operational policies to guide the Company within the limits prescribed by applicable laws and regulations and the framework of the strategy approved by the Board; „ creating, maintaining and reviewing with the Human Resources Committee an annual plan for the appointment, performance management, leadership development and succession of the senior leadership team; „ facilitating interaction between the Board and other key members of management; „ supporting the Governance and Nominating Committee in respect of recruiting new Directors to the Board; „ developing and leading the execution of strategies with respect to relations with shareholders, governments, communities and other stakeholders; „ participating in the Company’s charitable, educational and cultural activities; and „ µÀÕį̂Ġ¨ĄÀõËāõďÀîďÕ¨ç¶õîŶÕ¶ď¨ĄÀ¨ĈǿĄÀ¨çõĄāÀĄ¶ÀÕğÀ¼ǿ¨î¼¼ÕĈ¶çõĈÕîÌĈĔ¶Ò¶õîŶÕ¶ďĈďõÌÀďÒÀĄĠÕďÒÒÕĈõĄÒÀĄÕîďÀĄÀĈďĈÕîďÒÀ Company or related corporations, and any changes therein. Chair and Vice-Chair together - The Chair and Vice-Chair work together to: CEO - The CEO reports to the Board and bears the primary responsibility for managing the business and affairs of the Company. The CEO’s duties include: |
| 2023 Information Circular | TELUS International Our Board expects each Director to devote the time, energy and effort necessary for them to be effective. They should develop and expand their knowledge and understanding of our products, services and industry, participate in educational and development programs, and become effective ambassadors of the Company. In accordance with the Board Policy Manual, each Director is expected to attend all Board and Committee meetings. The Governance and Nominating Committee takes a Director’s attendance into consideration during the nomination process if a Director attends less than 75 per cent of Board and Committee meetings held in a year (unless due to exceptional circumstances). In 2022, there were 11 meetings of our Board. There was 100 per cent Director attendance at each of these meetings with the exception of Mr. Cheong, whose attendance was 91 per cent. The Board has an in-camera session without management, including ĠÕďÒõĔďEĄǾXĔĄÕďďǿĠÒõÕĈ¨ÕĄÀ¶ďõĄ¨î¼¨çĈõďÒÀõíā¨îĦɉĈXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄǿ¨Ĉ¨ĄÀÌĔ稥ËÀ¨ďĔĄÀõËÀ¨¶Òõ¨Ą¼ and Committee meeting. gÒÀõ¨Ą¼Ò¨Ĉ¨¼õāďÀ¼¨āõçÕ¶ĦĈď¨ďÕîÌďÒ¨ďÕËõĔĄÕĄÀ¶ďõĄĈ¨ĄÀÀíāçõĦÀ¼¨Ĉ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄĈǿõĄÕîõďÒÀĄĈÀîÕõĄÀĥÀ¶ĔďÕğÀ positions, on a full-time basis with a public company then they should not serve on the boards of more than two public companies in addition to the Board. For other Directors, those who (i) only have full time employment with non-public companies, (ii) have full-time ÀíāçõĦíÀîďĠÕďÒāĔµçÕ¶¶õíā¨îÕÀĈµĔďîõď¨ĈďÒÀ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõĄÕî¨ĈÀîÕõĄÀĥÀ¶ĔďÕğÀāõĈÕďÕõîõĄȬÕÕÕȭ¼õîõďÒ¨ğÀËĔççďÕíÀ employment, the Board has determined that those Directors should not serve on the boards of more than four public companies in addition to the Board. With respect to our CEO, the Board has determined that the CEO should not serve on the boards of more than ďĠõõďÒÀĄāĔµçÕ¶¶õíā¨îÕÀĈ¨î¼ĈÒõĔç¼îõďĈÀĄğÀõîďÒÀµõ¨Ą¼õ˨îĦõďÒÀĄāĔµçÕ¶¶õíā¨îĦĠÒÀĄÀďÒÀ¶ÒÕÀËÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄõËďÒ¨ď other company serves on the Board. In all cases, our Directors are required to notify the Board Chair and the chair of the Governance and Nominating Committee before accepting any directorship with any other public company. We limit the number of other public company boards our Directors can serve on together. Currently, none of the Board members serve together on other public company boards. The Governance and Nominating Committee is responsible for Board and Committee succession planning and for making annual recommendations to the Board regarding the size and composition of the Board and its Committees. It also proposes new nominees for election as Directors, tracks the skills of the Company’s existing Directors and annually conducts a gap analysis. xÒÀîĄÀ¶ĄĔÕďÕîÌîÀĠÕĄÀ¶ďõĄĈǿďÒÀ'õğÀĄî¨î¶À¨î¼FõíÕî¨ďÕîÌõííÕďďÀÀǿĈĔµáÀ¶ďďõďÒÀ_Ò¨ĄÀÒõç¼ÀĄĈɉÌĄÀÀíÀîďǿÕ¼ÀîďÕŵÀĈ candidates for consideration as potential Directors and selects the names of the most suitable candidates. Such selection is made based on merit after considering the skill sets, background, experience and knowledge as prioritized by the Governance and Nominating Committee (with input from the Chair, Vice-Chair and CEO, as requested) from time to time as well as considering the Board diversity policy. The Governance and Nominating Committee may use the services of outside consultants in searching for or doing background checks on candidates. The Governance and Nominating Committee maintains a list of potential Directors who meet the established criteria and review such list as needed to track progress and identify suitable candidates. Board members, many of whom serve on other corporate boards, are encouraged to submit names. As requested by the Governance and Nominating Committee, the Chair, Vice-Chair and CEO, as well as any other Directors the Committee deems appropriate, interviews the candidates. Following receipt of the reports of the Chair, the Vice-Chair and the CEO as to such interviews, the Governance and Nominating Committee then makes such recommendations as it deems appropriate to the Board. The Board relied on this succession planning process to assist in the recruitment of Ms. Andrews, Mr. Anton, Ms. Paish, Ms. Slaski and Ms. Stuart to the Board during 2021 and 2022. The Human Resources Committee oversees succession planning for our CEO, with support from the Chair of the Board and the advice and recommendation of the Board. The Human Resources Committee also supports the CEO’s succession planning for our Company’s senior management team. At least annually, the Human Resources Committee reviews and approves the succession āç¨îĈËõĄďÒÀL¨î¼õďÒÀĄíÀíµÀĄĈõËďÒÀõíā¨îĦɉĈĈÀîÕõĄí¨î¨ÌÀíÀîďďÀ¨í¨î¼ĈāÀ¶Õŵ¶¼ÀğÀçõāíÀîďāç¨îĈ¨î¼¶¨ĄÀÀĄ planning for potential successors. Expectations of our board — attendance, caps on outside service and interlocks Succession planning 52 |
| 53 TELUS International | 2023 Information Circular It is the responsibility of the Governance and Nominating Committee to regularly evaluate the effectiveness and contribution of the Board, the Chair and Vice-Chair of the Board and all Committees and their chairs. The Governance and Nominating Committee is responsible to conduct an evaluation, either directly or through the CLO, and then reports the results to the Board. If deemed appropriate, the Governance and Nominating Committee may elect to engage a third party to provide expertise on and to assist with the coordination of the evaluation. This process allows the Company to evaluate the mechanism in place for the Board and Committees to operate effectively, identify opportunities to enhance and maintain best corporate practices, meet regulatory requirements and develop strategies for recruiting and succession planning. To conduct and document this evaluation, the Governance and Nominating Committee approves a questionnaire that is completed by each Director. Through these questionnaires, each Director provides their evaluation of the performance of: (1) the Board as a whole; (2) each Committee; (3) each Committee chair, and (4) each Director. The CLO is tasked with reviewing the results of these questionnaires and providing them to the Vice-Chair, with attribution to the originating Directors, except that, in the case of the Chair and the Vice-Chair, results are provided to the chair of the Governance and Nominating Committee. When the results are provided to the Chair, the Vice-Chair or the chair of the Governance and Nominating Committee, each Director may elect to have all or part of their comments included without attribution. However, in all cases, the subsequent feedback to the Governance and Nominating Committee and the Board are given without attribution. To provide a broader scope to our evaluation, the Governance and Nominating Committee also approves a questionnaire that is completed by all members of the Company’s senior management team who have regular interaction with the Board or its Committees. The purpose of this questionnaire is to provide an evaluation of the overall effectiveness of the Board from the perspective of the senior management team and consider how the Board and management support one another and how their relationship can be improved. The CLO is tasked with reviewing these results and providing them to the Chair and Vice-Chair of the Board, without attribution to any member of the senior management team. The Chair of the Board is then required to conduct separate interviews with each Director to advise of the results of this evaluation and then report on key themes and recommendations to the Governance and Nominating Committee and the Board. These results can then be used by the Chair of the Board to create a set of Board goals and objectives to address matters raised during the evaluation. In addition to our assessment process, the Governance and Nominating Committee conducts an annual review of the skills of each íÀíµÀĄõËďÒÀõ¨Ą¼ǿÕî¶çĔ¼Õį̨̂ā¨î¨çĦĈÕĈǿ¨î¼í¨äÀĈĄÀ¶õííÀďÕõîĈďõďÒÀõ¨Ą¼ÕîďÒÀÀğÀîď¨îĦ̨āĈ¨ĄÀÕ¼ÀîďÕŵÀ¼Ǿ In accordance with the Board Policy Manual, each non-management Director appointed to the Board is required to tender his or her resignation after serving 15 years on the Board. The Governance and Nominating Committee will consider such resignation and has the discretion to recommend to the Board that the term of the resigning Director be extended for such period as the Governance and Nominating Committee deems appropriate, if in our best interest to do so. Our Board has no mandatory retirement age. Our Governance and Nominating Committee is responsible for reviewing the composition of our Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us. Our Governance and Nominating Committee is expected to conduct a process for the assessment of our Board, each Committee and each Director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board. The TELUS International Diversity, Equity and Inclusion Policy is posted on our website at https://www.telusinternational.com/investors/governance. We are governed by the same values as our parent company, TELUS, which evolved in early 2022: Board evaluation Term limits and mechanisms of board renewal Diversity, equity and inclusion „ xÀā¨ĈĈÕõî¨ďÀçĦāĔďõĔĄ¶ĔĈďõíÀĄĈ¨î¼¶õííĔîÕďÕÀĈŵĄĈď „ We embrace change and innovate courageously „ We grow together through spirited teamwork |
| 2023 Information Circular | TELUS International We have implemented an orientation program for new Directors under which each new Director: (1) receives a Director’s orientation manual including our key corporate governance documents and other information, (2) meets with the Chair and Vice-Chair of the õ¨Ą¼ǿ¨î¼ȬƋȭĄÀ¶ÀÕğÀĈÕîËõĄí¨ďÕõî¨î¼çÀ¨ĄîĈ¨µõĔďõĔĄµĔĈÕîÀĈĈāĔĄāõĈÀǿĈ泌ďÀÌÕ¶¼ÕĄÀ¶ďÕõîǿõāÀĄ¨ďÕõîĈǿŵî¨î¶À¨î¼¶õîďĄõç ËĔî¶ďÕõîĈǿÒĔí¨îĄÀĈõĔĄ¶ÀĈǿĈÕÌîÕŵ¶¨îďĄÕĈäĈ¨î¼õāāõĄďĔîÕďÕÀĈǿ¨î¼ďÒÀçõ¶¨ççĄ̀ç¨î¼µĔĈÕîÀĈĈ¶õîďÀĥďǾgÒÀõĄÕÀîď¨ďÕõîāĄõÌĄ¨í¨çĈõ addresses key governance matters, including the role of the Board and its Committees. Our Governance and Nominating Committee is responsible for overseeing Director continuing education designed to maintain or enhance the skills and abilities of the Directors and to ensure that their knowledge and understanding of our business remains current. In addition to Director education sessions held as part of regularly scheduled Board meetings, Directors are also encouraged to attend external educational sessions. As part of our Director evaluation process, Directors are asked to suggest topics of interest for future Director education sessions. The following details education sessions held as part of the regularly scheduled Board meetings in 2022: Orientation and continuing education ĈõËE¨Ą¶ÒƉƋǿƊƈƊƋǿďÒÀg?l_0îďÀĄî¨ďÕõî¨çďÀ¨íÕĈ¶õíāĄÕĈÀ¼õ˨îĥÀ¶ĔďÕğÀLËŵ¶ÀĄďÀ¨íďÒ¨ďÕĈƍƈāÀĄ¶ÀîďĠõíÀîȬËõĔĄõË ÀÕÌÒďȭǿƌƊāÀĄ¶ÀîďõËí¨î¨ÌÀĄĈ¨î¼¨µõğÀ¨ĄÀĠõíÀîǿ¨î¼ƌƐāÀĄ¶ÀîďõËõĔĄĠõĄäËõĄ¶À¨ĄÀĠõíÀîǾLîÀĥÀ¶ĔďÕğÀLËŵ¶ÀĄÕĈ¨ member of a visible minority, representing 13 per cent of the senior management team. In response to an internal survey, 94 per cent of our team member respondents said, ”TELUS International respects team members of different ages, race, color, gender, sexual orientation, religions, ethnic origin, language, marital status, family status and varied abilities.” We are proud of our efforts to ensure a diverse and talented team of professionals, and appreciate being recognized for these efforts, including being named on the Forbes list of Best Employers for Diversity in 2022 and a winner of Mogul’s Top 100 Companies for ÕğÀĄĈÀ[ÀāĄÀĈÀîď¨ďÕõîÕîƊƈƊƊ¨Ġ¨Ą¼ǾE¨ĄÕçĦîgĦËďÕîÌǿ¶ÒÕÀ˶õĄāõĄ¨ďÀõËŵ¶ÀĄËõĄg?l_0îďÀĄî¨ďÕõî¨çǿĠ¨Ĉî¨íÀ¼õîÀõËEõÌĔçɉĈgõā 100 DEIB Leaders for 2022. Prior to our 2023 annual general meeting, it was our intention to attain a Board composition in which at least 30 per cent of our Board are women. With the addition of Ms. Andrews, who is a current Director on our Board and one of our Director nominees, we have exceeded our target with a Board composition in which 36 percent of our Board are women. Going forward, it is our intention that we will continue to maintain a Board composition in which at least 30 per cent of our Board are women. In addition and over time, we aspire our Board to achieve greater geographic, age and ethnic diversity. Our two new Directors nominees who were not included in our 2022 information circular, Ms. Andrews and Mr. Arora, both self-identify as diverse candidates. The Governance and Nominating õííÕďďÀÀ¶õîďÕîĔÀĈďõÀį̂ÌÀăĔ¨çÕŵÀ¼Õî¼ÀāÀî¼ÀîďÀĥďÀĄî¨ç¨¼ğÕĈõĄĈďõ¶õî¼Ĕ¶ďĈÀ¨Ą¶ÒÀĈËõĄ¶¨î¼Õ¼¨ďÀĈďÒ¨ďÒÀçāďÒÀõíā¨îĦ to achieve and maintain our diversity objectives. In order to provide equal employment and advancement opportunities to all individuals, employment decisions are based on merit, ăĔ¨çÕŵ¶¨ďÕõîĈǿ¨î¼¨µÕçÕďÕÀĈǿĠÒÕçÀ¶õîĈÕ¼ÀĄÕî̼ÕğÀĄĈÕďĦ¶ĄÕďÀĄÕ¨ǿĈĔ¶Ò¨ĈÌÀî¼ÀĄǿ¨ÌÀǿÀďÒîÕ¶ÕďĦȍ¨µõĄÕÌÕî¨çĈď¨ďĔĈ¨î¼ÌÀõÌĄ¨āÒÕ¶ background. We believe in supporting women as they progress in their careers, offering employee resource groups for women and mothers, awards, mentorship, succession planning that prepares the next generation of female leaders and a recognition of different leadership styles. 54 |
| 55 TELUS International | 2023 Information Circular Subject Attendees Presenters Dates Law & Governance Updates on global legal, policy and related political developments of potential impact and interest to the Company, including local-focused legislative and case law developments and broader trends in employment, privacy, security, antitrust and anti-bribery laws and regulations. The reports also review developments in corporate governance, reporting (ESG and CSR) and U.S. and Canadian securities laws as well as material proceedings and claims involving customers and competitors. Board and Governance & Nominating Committee CLO February 4, 2022 May 3, 2022 July 29, 2022 October 28, 2022 Tax - Emerging Issues & Strategy Updates on emerging global tax issues and changes and review of overall tax strategy. Audit Committee VP Taxation February 7, 2022 May 4, 2022 July 29, 2022 November 3, 2022 Enterprise Risk Updates on risk and control assessments including risk ranking, trends and appetite and overall risk management integration. Audit Committee VP Risk Management & Chief Internal Auditor February 7, 2022 May 4, 2022 July 29, 2022 November 3, 2022 Cybersecurity Quarterly review of external material security incidents within the global marketplace including internal security improvements, audit programs and compliance. Audit Committee CIO February 7, 2022 May 4, 2022 July 29, 2022 November 3, 2022 Human Resources, Compensation - Emerging Issues Updates on emerging global trends regarding best practices for executive compensation disclosure and related regulatory developments, impacts of the global macro-economic environment on labor and employment trends, impacts of global factors, such as COVID-19, on labor and employment strategies and trends. Human Resources Committee CCO-CHRO February 4, 2022 May 3, 2022 July 29, 2022 October 28, 2022 Environmental, Social and Governance An overview of environmental, social and governance related matters, recent developments and future trends. Governance & Nominating Committee CCO July 29, 2022 Strategic Session A strategic review of market dynamics and opportunities including an in-depth discussion of key focus areas: CXM, AI Data Solutions, Content Moderation, Digital IT and building a resilient organization ready for rapid growth. Board President & CEO and Management September 13, 2022 Executive Compensation Landscape and Regulatory An update regarding developments in pay trends and ESG-related executive compensation matters. Human Resources Committee Compensation Consultant July 29, 2022 Finance - Emerging Issues An update on the proposed SEC rules on cybersecurity and climate related disclosure. Audit Committee CFO and VP Finance May 4, 2022 Privacy Update on Privacy Program objectives and measures; privacy risks and mitigating processes; developments in global privacy laws. Audit Committee Head of Privacy Team Feb 7, 2022 May 4, 2022 November 3, 2022 |
| 2023 Information Circular | TELUS International xÀÒ¨ğÀ¨¼õāďÀ¼¨¶õ¼ÀõËÀďÒÕ¶Ĉ¨î¼¶õî¼Ĕ¶ď¨āāçÕ¶¨µçÀďõ¨ççõËõĔĄÕĄÀ¶ďõĄĈǿLËŵ¶ÀĄĈ¨î¼ÀíāçõĦÀÀĈǿÕî¶çĔ¼ÕîÌõĔĄXĄÀĈÕ¼Àîď ¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄ¨î¼ÒÕÀË&Õî¨î¶Õ¨çLËŵ¶ÀĄǿĠÒÕ¶ÒÕĈ¨Ɇ¶õ¼ÀõËÀďÒÕ¶Ĉɇ¨Ĉ¼ÀŵîÀ¼ÕîĈÀ¶ďÕõîƌƈƎȬ¶ȭõËďÒÀ_¨Ąµ¨îÀĈȺLĥçÀĦ Act. The code of ethics and conduct sets out our fundamental values and standards of behavior that are expected from our Directors, LËŵ¶ÀĄĈ¨î¼ÀíāçõĦÀÀĈĠÕďÒĄÀĈāÀ¶ďďõ¨çç¨ĈāÀ¶ďĈõËõĔĄµĔĈÕîÀĈĈǾ If we make any amendment to the code of ethics and conduct or grant any waiver therefrom, whether explicit or implicit, to a Director õĄĥÀ¶ĔďÕğÀLËŵ¶ÀĄǿĠÀĠÕçç¼ÕĈ¶çõĈÀďÒÀî¨ďĔĄÀõËĈĔ¶Ò¨íÀî¼íÀîďõĄĠ¨ÕğÀĄõîõĔĄĠÀµĈÕďÀďõďÒÀÀĥďÀîďĄÀăĔÕĄÀ¼µĦǿ¨î¼Õî accordance with, the rules and regulations of the SEC. The full text of the code of ethics and conduct is posted on our website at https://www.telusinternational.com and https://www. sedar.com and https://www.sec.gov. The information on or accessible through our website is not part of and is not incorporated by reference into this information circular, and the inclusion of our website address in this information circular is only for reference. Together, our Audit Committee and our Human Resources Committee are responsible for reviewing and evaluating the code of ethics and conduct periodically and will recommend any necessary or appropriate changes thereto to our Board for consideration. These committees will also assist our Board with the monitoring of compliance with the code of ethics and conduct. lî¼ÀĄďÒÀ¨î¼ďÒÀĄďÕ¶çÀĈǿ¨îĦÕĄÀ¶ďõĄõĄĥÀ¶ĔďÕğÀLËŵ¶ÀĄĠÒõÒõç¼Ĉ¨îĦõËŵ¶ÀõĄāõĈĈÀĈĈÀĈ¨îĦāĄõāÀĄďĦǿĄÕÌÒďõĄÕîďÀĄÀĈď ďÒ¨ď¶õĔç¼ĄÀĈĔçďÕîďÒÀ¶ĄÀ¨ďÕõîõ˨¼ĔďĦõĄÕîďÀĄÀĈďďÒ¨ďí¨ďÀĄÕ¨ççĦ¶õîŶÕ¶ďĈĠÕďÒďÒÀÕî¼ÕğÕ¼Ĕ¨çɉĈ¼ĔďĦõĄÕîďÀĄÀĈď¨Ĉ¨ÕĄÀ¶ďõĄõĄ ĥÀ¶ĔďÕğÀLËŵ¶ÀĄõËďÒÀõíā¨îĦǿíĔĈďāĄõíāďçĦ¼ÕĈ¶çõĈÀďÒÀî¨ďĔĄÀ¨î¼ÀĥďÀîďõËďÒ¨ď¶õîŶÕ¶ďǾÕĄÀ¶ďõĄĠÒõÒ¨Ĉ¨¼ÕĈ¶çõĈ¨µçÀ interest in a transaction or contract into which the Company has entered or proposes to enter may not vote on any Directors’ resolution to approve that contract or transaction. Our Board believes that regular communication is an important part of creating an open and constructive dialogue with our shareholders. To facilitate such engagement, our Board adopted a shareholder engagement policy that outlines how the Board may communicate with shareholders, how shareholders may communicate with the Board and which topics are appropriate for the Board to address. It also provides an overview of how management interacts with shareholders. Our shareholder engagement policy is included in our Board Policy Manual, which can be downloaded at https://www.telusinternational.com/investors/governance. We communicate with our shareholders and other stakeholders through various channels, including our annual and quarterly reports, quarterly earnings conference calls, information circular, Form 20-F, news releases, website and presentations at industry and investor conferences. Since the Company’s initial public offering, the executive team and investor relations team have been actively engaged with existing shareholders and prospective investors. Some of our shareholder engagement practices are outlined in the following table: Code of ethics and conduct Shareholder engagement 56 |
| 57 TELUS International | 2023 Information Circular (1) ĈĠÀçõõäďõµ¨ç¨î¶ÀõāďÕíÕī¨ďÕõîõËĈÒ¨ĄÀÒõç¼ÀĄÀį̂ÌÀíÀîď¨î¼¶õĈďÀËŵ¶ÕÀî¶ÕÀĈĠÕďÒÕîõĔĄõāÀĄ¨ďÕõîĈǿĠÒÕçÀ¨çĈõ¶õîĈÕ¼ÀĄÕîÌďÒÀõîÌõÕî̶ҨççÀîÌÀĈ¨î¼ uncertainties arising from variants of the COVID-19 pandemic, the May 2023 meeting will be conducted virtually. Shareholders and other stakeholders may communicate with the Board of Directors of TELUS International by emailing corporate. secretary@telusinternational.comõĄµĦí¨Õçǿí¨ĄäÕîÌďÒÀÀîğÀçõāÀ¶õîŵ¼ÀîďÕ¨çǿďõg?l_0îďÀĄî¨ďÕõî¨çȬ¼¨ȭ0î¶Ǿǿõ¨Ą¼õË Directors, 7th Floor, 510 West Georgia Street, Vancouver, British Columbia V6B 0M3. The Board strives to respond to all appropriate correspondence in a timely manner. Throughout the year, we also respond to any shareholder concerns and letters we receive. Event Who we engage with Who engages What we talk about Annual general meeting (in personȬƉȭ and ĠÀµ¶¨Ĉďȭ Shareholders (retail and institutional) Chair and Vice-Chair of the Board and Board of Directors CEO Senior management as applicable ĔĈÕîÀĈĈõËďÒÀíÀÀďÕîÌȬŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈǿ Director elections and other proposals for shareholder vote) Quarterly earnings conference calls (with simultaneous ĠÀµ¶¨Ĉďȭ Financial analysts CEO CFO EõĈďĄÀ¶ÀîďçĦĄÀçÀ¨ĈÀ¼ŵî¨î¶Õ¨ç¨î¼õāÀĄ¨ďÕîÌ results for the quarter. Our conference calls include ¨ăĔÀĈďÕõî¨î¼¨îĈĠÀĄĈÀĈĈÕõîĠÕďÒāĄÀȺăĔ¨çÕŵÀ¼ analysts. The conference calls are also available to shareholders on a listen- only basis via webcast. The webcast, supplementary slides, a transcript and a webcast archive are available at https:// www.telusinternational.com/investors New releases Shareholders (retail and institutional), ŵî¨î¶Õ¨ç¨î¨çĦĈďĈ and media CEO CFO Senior management as applicable Quarterly results and any major corporate developments that occur throughout the year Investor Day Shareholders (retail and institutional), ŵî¨î¶Õ¨ç¨î¨çĦĈďĈǿ lenders and media CEO CFO Senior management as applicable Management presentations focused on strategy and growth opportunities, sales, operations ¨î¼ŵî¨î¶ÀǿāĄõğÕ¼Õį̂¶¶ÀĈĈďõõĔĄÀĥÀ¶ĔďÕğÀ leadership team and details about our technology-based solutions and unique culture. Regular meetings, calls and discussions Shareholders (retail and institutional), µĄõäÀĄĈǿŵî¨î¶Õ¨ç analysts and media CEO CFO Senior management Investor Relations Responding to any inquiries received through 604-695-3455 or ir@telusinternational.com, consistent with TELUS International’s disclosure obligations |
| 2023 Information Circular | TELUS International The following discussion of our executive compensation program includes information relating to our philosophy and approach to executive compensation, the methodologies and market research we use in determining compensation and the actual compensation À¨ĄîÀ¼µĦõĔĄF¨íÀ¼ĥÀ¶ĔďÕğÀLËŵ¶ÀĄĈȬFLĈȭËõĄďÒÀÕĄƊƈƊƊāÀĄËõĄí¨î¶ÀǾ For 2022, our NEOs are: xÀā¨ĦËõĄāÀĄËõĄí¨î¶ÀǾxÀÀĈ卑çÕĈÒ¨¶çÀ¨Ą¨î¼¼ÕĄÀ¶ďçÕîäµÀďĠÀÀî¶õíāÀîĈ¨ďÕõî¨î¼ďÒÀ¨¶ÒÕÀğÀíÀîďõ˵ĔĈÕîÀĈĈõµáÀ¶ďÕğÀĈȽ ÕîµõďÒďÒÀĈÒõĄďȺďÀĄí¨î¼çõîÌȺďÀĄíȽµĦāĄõğÕ¼Õį̂î¨āāĄõāĄÕ¨ďÀíÕĥõËŵĥÀ¼ğÀĄĈĔĈ¨ďȺĄÕĈä¶õíāÀîĈ¨ďÕõî¨î¼ÕííÀ¼Õ¨ďÀğÀĄĈĔĈ future income linked to the share price performance of the Company. We also continue to drive high levels of performance by setting ambitious targets. The Human Resources Committee of the Company’s Board of Directors takes an approach to compensation that is both market-based and performance-based. The primary focus of the Human Resources Committee is to maintain an executive compensation program that supports the achievement of three objectives: To meet the three objectives of our compensation program, we apply the following six principles: „ ;ÀËËXĔĄÕďďǿXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄȬLȭȁ „ w¨îÀĈĈ¨=¨îĔǿÒÕÀË&Õî¨î¶Õ¨çLËŵ¶ÀĄȬ&Lȭȁ „ E¨ĄÕ¨X¨Ą¼ÀÀǿÒÕÀËõííÀĄ¶Õ¨çLËŵ¶ÀĄȬLȭȁ „ E¨ĄÕçĦîgĦËďÕîÌǿ_ÀîÕõĄwÕ¶ÀXĄÀĈÕ¼Àîď¨î¼ÒÕÀËõĄāõĄ¨ďÀLËŵ¶ÀĄȬLȺ-[Lȭȁ¨î¼ „ EÕ¶Ò¨Àç[ÕîÌí¨îǿÒÕÀË0îËõĄí¨ďÕõîLËŵ¶ÀĄȬ0LȭǾ „ to advance our business strategy; „ ďõÀîÒ¨î¶ÀõĔĄÌĄõĠďÒ¨î¼āĄõŵ卑ÕçÕďĦȁ¨î¼ „ to attract and retain the key talent necessary to achieve our business objectives. 1. We pay for performance An NEO’s compensation is based on the NEO’s personal performance, together with corporate performance and position within a range determined with reference to market compensation data. Linking executive pay to actual performance ensures that executive compensation is aligned with the creation of shareholder value. 2. We promote sound risk-taking Our executive compensation program incorporates many elements that are intended to ensure our compensation practices do not encourage excessive or inappropriate risk-taking. Below are some of the governance practices, policies and inherent design elements of our executive compensation program that help manage and mitigate risk in executive compensation: Overview Key compensation principles 58 Executive compensation |
| 59 TELUS International | 2023 Information Circular What we do What we do not do 9 Pay for performanceȽLĔĄāÀĄËõĄí¨î¶ÀíÀďĄÕ¶Ĉ¨ĄÀ well communicated and regularly monitored through ďÒÀ¶õĄāõĄ¨ďÀĈ¶õĄÀ¶¨Ą¼ǿĈÀÀɆȽg?l_0îďÀĄî¨ďÕõî¨ç XÀĄËõĄí¨î¶ÀõîĔĈXĄõÌĄ¨íȽEÀďÒõ¼õçõÌĦȽ_ďÀāƉɇǿ¨î¼ include short- and long-term performance measures to align performance with business objectives. Additionally, 70 to 80 per cent of the TELUS International Performance Bonus Program payments are based on corporate performance. 9 Robust Share Ownership requirementsȽ0îā稶ÀËõĄõĔĄ executives with respect to Company shares granted under the Omnibus Long-Term Incentive Plan (7x base salary for the CEO and 3x base salary for the other NEOs) and the additional holding periods applicable to certain awards ÌĄ¨îďÀ¼ďõõĔĄLǿ¨Ĉ¼ÀĈ¶ĄÕµÀ¼ÕîɇȽ_Ĕíí¨ĄĦõËFL Employment and Separation Agreements”. 9 Balance between short-term and long-term incentivesȽ easonable balance between compensation elements that Ëõ¶ĔĈõîĈÒõĄďȺďÀĄíŵî¨î¶Õ¨çāÀĄËõĄí¨î¶À¨î¼çõîÌÀĄȺďÀĄí Company share price appreciation. 9 Overlapping performance periodsȽxÕďÒÕîõĔĄçõîÌȺďÀĄí incentive (LTI) program, the overlap in performance periods ensures that executives remain exposed to the risks of their decision-making and risk-taking through their unvested equity awards and the shares that they are required to own. _ÀÀɆȽďȺ[ÕĈäX¨ĦȀ?õîÌȺgÀĄí0î¶ÀîďÕğÀĈɇËõĄ¨ĈĔíí¨ĄĦõË ďÒÀďĄÀ¨ďíÀîďõËďÒÀŵî¨çÌĄ¨îďõË?g0¨Ġ¨Ą¼ĈĔî¼ÀĄďÒÀE0X in light of our initial public offering. 9 Compensation consultantȽxÀĔĈÀ¨îÕî¼ÀāÀî¼Àîď executive compensation consultant to assess our executive compensation program to ensure alignment with shareholder and corporate objectives, best practices and governance principles. 9 Caps on payoutsȽăĔÕďĦÕî¶ÀîďÕğÀ¨Ġ¨Ą¼Ĉ¨ĄÀÌÀîÀĄ¨ççĦ capped at 200 per cent to avoid excessive payouts and are in line with market practices. 8 Maintain or reduce performance target levels for incentive plans. Instead, steadily increasing performance levels must be achieved to realize payouts year after year. 8 Guarantee a minimum level of vesting for our long-term incentives. 8 Allow an insider or any team member who holds a position at or above the director level to monetize or hedge our shares or equity-based compensation to undermine the risk alignment in our equity ownership requirements. 8 Over-emphasize any single performance metric. 8 Guarantee annual base salary increases or bonus payments. 8 Offer excessive perquisites. |
| 2023 Information Circular | TELUS International 3. We balance the short-term and long-term LĔĄāĄõÌĄ¨íËÀ¨ďĔĄÀĈ¨ĠÀççȺµ¨ç¨î¶À¼íÕĥõËŵĥÀ¼¨î¼ğ¨ĄÕ¨µçÀā¨ĦÀçÀíÀîďĈǿĠÕďÒďÒÀç¨ĦÀĄÕîÌõËā¨ĦõĔďďÕíÕîÌǿ¨îîĔ¨ç¨Ġ¨Ą¼Ĉ and overlapping vesting of equity incentives and various incentive vehicles. In connection with our initial public offering, our Board of Directors adopted the 2021 Omnibus Long-Term Incentive Plan (2021 LTIP), under which it granted equity awards to our NEOs at the initial public offering price. The 2021 LTIP is also used to grant annual long-term incentive awards, or LTIs. LTIs for performance year 2022, granted in the form of restricted share units (RSUs) and performance share units (PSUs), as well as grants of RSUs and options (Options) that were granted in connection with and prior to our initial public offering, result in a laddered vesting schedule for each award, rather than one-time vesting of all õĔďĈď¨î¼Õį̂Ġ¨Ą¼Ĉõî¨ĈāÀ¶ÕŵÀ¼¼¨ďÀďÒ¨ďÌÀîÀĄ¨ççĦĄÀĈĔçďĈÕî稥ÌÀĄǿĈāõĄ¨¼Õ¶ĈÀďďçÀíÀîďĈǾgÒÀ?g0¨Ġ¨Ą¼Ĉ¨ĄÀƉƈƈāÀĄ¶Àîď equity-settled. For information about the 2021 LTIP and equity compensation programs that we implemented in connection with our initial public offering, please see “Equity Compensation Plans”. 4. We reward contribution Our approach to executive compensation is both market-based and performance-based. LTI grant levels have historically been performance-differentiated and are based on an executive’s in-year performance and future potential. We consider this performance-based approach to granting LTIs to be a best practice, instead of granting LTIs based on market benchmarks only. 5. We align compensation with corporate strategy To align executive compensation with our corporate strategy, we make a direct link between an executive’s pay and the executive’s performance against the achievement of our corporate objectives. The CEO and the other NEO’s annual performance bonuses are evaluated through assessing the Company’s performance, which is based on a combination of corporate scorecards, and individual performance. Performance bonus metrics are part of a multi-year business plan and are aligned with our longer-term goals. 50 per cent of our 2022 LTI awards took the form of PSUs to align management with shareholders’ interests while incentivizing management to achieve performance targets based on corporate performance objectives tied to earnings per share and revenue growth. The other 50% of our 2022 LTI awards are in the form of RSUs that are subject to service-vesting conditions to incentivize management retention. 6. We align our pay practices across the organization Our pay practices are aligned across the organization. We also use the following methodologies in considering equitable compensation: „ bonus calculations include a mix of Company and individual performance metrics for executives, as well as all team members; „ overall annual increases to base salary for the executives are relatively aligned with increases to base salary for positions below the executive level; „ í¨ďÀĄÕ¨ççĦõĄĈÕÌîÕŵ¶¨îďçĦÕÀ¨ĈÀ¼ĄÀĈāõîĈÕµÕçÕďĦÕî¨îĦďÀ¨ííÀíµÀĄɉĈĄõçÀ¨î¼ȍõĄ¨ĈĔµĈÀăĔÀîďāĄõíõďÕõîÕĈ¨¶¶õíā¨îÕÀ¼µĦ¨¶Ò¨îÌÀ in pay, as appropriate; and „ ¶õíāÀîĈ¨ďÕõď¨ǿ¨çõîÌĠÕďÒõďÒÀĄĄÀçÀğ¨îď˨¶ďõĄĈǿĈĔ¶Ò¨ĈÕîďÀĄî¨çÀăĔÕďĦ¨î¼Ĉ泌ďÀÌÕ¶ĈÕÌîÕŵ¶¨î¶ÀõËďÒÀĄõçÀǿ¨ĄÀ¶õîĈÕ¼ÀĄÀ¼ďõ develop a base salary range and a total compensation target for all positions across the organization. 60 |
| TELUS International | 2023 Information Circular „ oversee succession planning for the CEO, with the advice and recommendation of the chair of the board of directors and the board of directors; „ review and approve the succession plans for members of the executive leadership team; „ upon the advice of the CEO, review and approve the proposed appointment of any person to the executive leadership team; „ review and approve all agreements, including those dealing with retirement, termination of employment or other special circumstances, between the Company and the CEO and the Company and any member of the executive leadership team; „ develop and recommend to the board of directors for its approval the Company’s compensation philosophy and guidelines on executive compensation and recommend any material changes to the board of directors for its approval; „ review and approve the design of and bonus pool guidelines for the annual performance bonus plan; „ ĄÀğÕÀĠ¨î¼¨āāĄõğÀ¨îĦāĄõāõĈÀ¼ÀĈ卑çÕĈÒíÀîďõËǿ¨î¼í¨ďÀĄÕ¨ç¶Ò¨îÌÀĈďõǿÕî¶ÀîďÕğÀ¶õíāÀîĈ¨ďÕõîāç¨îĈ¨î¼ÀíāçõĦÀÀµÀîÀŵď plans for the executive leadership team and all equity-based incentive plans of the Company or its subsidiaries; „ review management’s recommendations for and approve the granting of options or other securities under the Company’s or its subsidiaries’ equity-based incentive plans and administer such plans, in each case, within any guidelines established by the board of directors; „ ĄÀğÕÀĠ¨î¼¨āāĄõğÀďÒÀçÀğÀçĈ¨î¼ďĦāÀĈõ˵ÀîÀŵďĈǿÕî¶çĔ¼ÕîÌāÀĄăĔÕĈÕďÀĈ¨î¼ğÀÒÕ¶çÀĈǿďÒ¨ďí¨ĦµÀÌĄ¨îďÀ¼ďõďÒÀL¨î¼ďÒÀ ÀĥÀ¶ĔďÕğÀçÀ¨¼ÀĄĈÒÕāďÀ¨íǿĈĔµáÀ¶ďďõďÒÀďÀĄíĈõ˨îĦ¨āāçÕ¶¨µçÀÀíāçõĦÀÀµÀîÀŵďāç¨îĈ¨î¼ÌĔÕ¼ÀçÕîÀĈÀĈ卑çÕĈÒÀ¼µĦďÒÀµõ¨Ą¼ of directors; „ approve the share ownership guidelines for the CEO and the executive leadership team and review compliance with those guidelines; „ review and approve the corporate scorecard, individual goals and objectives relevant to CEO compensation; „ together with the chair of the board of directors, review and approve the CEO’s performance evaluation and the CEO’s compensation based on the human resources committee’s assessment of the CEO’s performance; 61 Our executive compensation governance protects the peer relationships among the members of our Board of Directors and TELUS. Under our Board Policy Manual, which describes the terms of reference for various Company governance functions, the Human Resources Committee has the authority to develop the Company’s philosophy and guidelines on executive compensation, oversee succession-planning and review and approve certain compensation and performance-rating decisions. In 2022, the Board Policy Manual set forth our governance policies around executive compensation as follows: Our Board of Directors had the following responsibilities: The CEO had the following responsibilities: The Human Resources Committee had the following responsibilities: „ reporting annually to shareholders on the key strategic objectives of the Company and how the Company’s approach to executive compensation is designed to motivate management to achieve these strategic objectives „ appoint and replace the CEO (subject to the Shareholders’ Agreement), which responsibility the Board of Directors has delegated to the TELUS CEO; „ approve the appointment of members of the executive leadership team; and „ satisfy itself about the integrity of our CEO and the executive leadership team. „ create, maintain and review with the Human Resources Committee an annual plan for the appointment, performance management, leadership development and succession of the executive leadership team; and „ support the Governance and Nominating Committee in respect of recruiting new Directors to the Board of Directors. Board oversight and compensation governance |
| 2023 Information Circular | TELUS International The governance and nominating committee had the following responsibilities: Our Board Policy Manual was updated in 2022 to clarify that the governance and nominating committee had the responsibility to also consider and determine the adequacy of the Company’s say on pay policy. „ Õ¼ÀîďÕËĦÕî¼ÕğÕ¼Ĕ¨çĈăĔ¨çÕŵÀ¼ďõµÀ¶õíÀíÀíµÀĄĈõËďÒÀµõ¨Ą¼õË¼ÕĄÀ¶ďõĄĈ¨î¼ďõĄÀ¶õííÀî¼¼ÕĄÀ¶ďõĄîõíÕîÀÀĈďõďÒÀµõ¨Ą¼õË directors for the next annual meeting of shareholders; and „ review annually the effectiveness of the board diversity policy and the measurable objectives for achieving board diversity and recommend any material changes to the board diversity policy to the board of directors. Members of the Human Resources Committee have a range of complementary skills in areas such as human resources, corporate governance, risk assessment, public company leadership and board experience, which enable them to make effective decisions on our compensation practices. Some of the Human Resources Committee members have served in executive capacities or on compensation committees with other public issuers and, through those roles, have acquired direct experience relevant to their responsibilities for reviewing and considering executive compensation. The diverse experience of the Human Resources Committee members also includes an extensive understanding of accounting considerations in the context of executive compensation and practices for attracting, developing and retaining talent. As of December 31, 2022, the members of the Human Resources Committee were Mr. Blair, who chairs the committee, Ms. Paish and Ms. Slaski. Further information about the Human Resources Committee members can be found in “About Our Nominated Directors ȺÕĄÀ¶ďõĄāĄõŵçÀĈǿɇ¨î¼ÕîËõĄí¨ďÕõõĔďďÒÀ¶ĔĄĄÀîď¶õíāõĈÕďÕõî¨î¼ĄÀĈāõîĈÕµÕçÕďÕÀĈõËďÒÀ-Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀ¶¨îµÀ found in “Board of Directors - Committees”. In advance of our initial public offering, the Human Resources Committee engaged an independent compensation consultant (Compensation Consultant) as a compensation consultant and advisor to the Board of Directors and management. Following the initial public offering and throughout 2022, the Compensation Consultant performed a variety of tasks for the Human Resources Committee, including reviewing the competitiveness of our executive and director compensation program and annual incentive and LTI program design. gÒÀäÀĦ¶õíāõîÀîďĈõËďõď¨ç¼ÕĄÀ¶ď¶õíāÀîĈ¨ďÕõîËõĄďÒÀL¨î¼ďÒÀõďÒÀĄFLĈ¨ĄÀŵĥÀ¼µ¨ĈÀĈ¨ç¨ĄĦǿĈÒõĄďȺďÀĄíāÀĄËõĄí¨î¶À bonuses (paid in cash to reward annual performance) and LTIs (paid in the form of equity awards consisting of RSUs and PSUs (all of which settle in equity) to promote retention and reward performance over the long term. ÀîÀŵďĈ¨î¼āÀĄăĔÕĈÕďÀĈǿÕî¶çĔ¼ÕîÌĄÀďÕĄÀíÀîďµÀîÀŵďĈǿ¨ĄÀ¨çĈõ¶õîĈÕ¼ÀĄÀ¼¨Ĉā¨ĄďõËďÒÀõíā¨îĦɉĈďõď¨ç¶õíāÀîĈ¨ďÕõîËõĄďÒÀL ¨î¼ďÒÀõďÒÀĄFLĈǾ_ÀÀɆȽÀîÀŵďĈ¨î¼XÀĄăĔÕĈÕďÀĈɇËõĄíõĄÀ¼Àď¨ÕçĈǾ Human Resources Committee experience Compensation consultant Compensation elements for the CEO and the other NEOs in 2022 62 „ upon the recommendation of the CEO, review and approve the performance evaluations and the compensation of the executive leadership team; „ consider and determine all matters concerning incentive awards, perquisites and other remuneration matters with respect to the CEO and executive leadership team, including the adequacy of the Company’s say on pay policy; „ approve the list of companies in the comparator group against which the Company benchmarks its compensation program and review the compensation ranges for the Company’s senior management against the compensation of the companies in this comparator group; and „ periodically review the terms of any “clawback” or similar policy or agreement that allows the Company to cancel or recoup incentive compensation from an employee and, to the extent necessary, make the determinations required to be made under any such policy or agreement. |
| 63 TELUS International | 2023 Information Circular gÒÀËõççõĠÕîÌ卑çÀ¼ÀĈ¶ĄÕµÀĈďÒÀ¶õíāõîÀîďĈõËďõď¨ç¶õíāÀîĈ¨ďÕõîďÒ¨ďõĔĄFLĈÒ¨ğÀĄÀ¶ÀÕğÀ¼ËõĄŵĈ¶¨çĦÀ¨ĄƊƈƊƊȀ Total compensation at a glance Component Description Objective Fixed-base salary Ranges are established for each position based on market practice, with the mid-point of the range being set at the median of the comparator group. Recognizes varying levels of responsibility, prior experience, breadth of knowledge, overall individual performance and internal equity, as well as the pay practices of companies in the comparator group. Annual performance bonus Target ranging from 60 to 70 per cent of base salary for NEOs and target of 150 per cent base salary for the CEO. TELUS International Performance Bonus Program (PBP) tied to the performance of the NEO and the Company’s overall corporate performance, with individual performance given 30 per cent weighting and corporate performance given per cent weighting for NEOs; and individual performance given 20 per cent weighting and corporate performance given 80 per cent weighting for the CEO. PBP metrics can lead to payouts ranging from zero (for substandard performance) to a maximum of 150 per cent of target (for exceptional performance). Provides an annual performance bonus paid in cash based on corporate and individual performance in the applicable year. Equity compensation ?ÕîäĈ¨ĈÕÌîÕŵ¶¨îďāõĄďÕõîõËďÒÀ¨ďȺĄÕĈä¶õíāÀîĈ¨ďÕõî to Company shareholder return and helps to promote retention of executives. Helps to promote retention of executives. ÀîÀŵďĈ and perquisites ¶õíāÀďÕďÕğÀÀĥÀ¶ĔďÕğÀµÀîÀŵďĈāĄõÌĄ¨íǾ wÀÒÕ¶çÀ¨ççõĠ¨î¶ÀËõĄďÒÀL¨î¼LȺ-[Lǿ泌îĈāõĄď¨ďÕõîĄÀç¨ďÀ¼µÀîÀŵďĈ¨î¼¨îîĔ¨ç¨ççõĠ¨î¶ÀËõĄďÒÀLǿ¨î¼ çÕíÕďÀ¼āÀĄăĔÕĈÕďÀĈÕî¶çĔ¼Õî̶õîďĄÕµĔďÕõîĈďõďÒÀ¼ÀŵîÀ¼¶õîďĄÕµĔďÕõîāç¨î¨î¼ďÀçÀ¶õíµÀîÀŵďĈǾ Retirement µÀîÀŵďĈ ÀîÀŵďĈĔî¼ÀĄg?l_ɉíÀî¼À¼¨î¼[ÀĈď¨ďÀ¼XÀîĈÕõîXç¨îËõĄE¨î¨ÌÀíÀîď¨î¼XĄõËÀĈĈÕõî¨çíāçõĦÀÀĈõËg?l_ õĄāõĄ¨ďÕõîȬďÒÀXç¨îȭǿ¨¶õîďĄÕµĔďõĄĦǿ¨î¨¼Õ¨îȺĄÀÌÕĈďÀĄÀ¼¼ÀŵîÀ¼µÀîÀŵďāç¨îËõĄõĔĄL¨î¼LȺ-[Lǿ µÀîÀŵďĈĔî¼ÀĄďÒÀ_ĔāāçÀíÀîď¨ç[ÀďÕĄÀíÀî便¨îÌÀíÀîďËõĄÀĈÕÌî¨ďÀ¼ĥÀ¶ĔďÕğÀĈõËg?l_õĄāõĄ¨ďÕõîȬ_[ȭ ¶õîĈÕĈďÀîďĠÕďÒí¨ĄäÀďāĄ¨¶ďÕ¶ÀËõĄ¨î¨¼Õ¨îÀĥÀ¶ĔďÕğÀĈËõĄõĔĄLǿµÀîÀŵďĈĔî¼ÀĄg?l_ɉ_ĔāāçÀíÀî逸ĦíāçõĦÀÀ Retirement Plan for Vice Presidents and Certain Other Designated Employees (SERP 2020) for our CCO-CHRO and µÀîÀŵďĈĔî¼ÀĄg?l_ɉÀŵîÀ¼õîďĄÕµĔďÕõîXÀîĈÕõîXç¨îËõĄXĄõğÕî¶Õ¨ççĦ[ÀÌĔç¨ďÀ¼íāçõĦÀÀĈȬÀŵîÀ¼õîďĄÕµĔďÕõî Xç¨îȭȬ¨ĄÀÌÕĈďÀĄÀ¼¼ÀŵîÀ¼¶õîďĄÕµĔďÕõîāç¨îȭËõĄõĔĄ&LǾLĔĄL¨î¼LȺ-[L¨çĈõÒ¨ğÀĄÀďÕĄÀíÀîďµÀîÀŵďĈÕîďÒÀ g?l__ĔāāçÀíÀî逸Ħ_¨ğÕîÌĈXç¨îȬ_¨ğÕîÌĈXç¨îȭȬ¨îõîăĔ¨çÕŵÀ¼¨ËďÀĄȺď¨ĥ¨¶¶õĔîďȭǿµĔďîõçõîÌÀĄ¶õîďĄÕµĔďÀďõďÒÀ _¨ğÕîÌĈXç¨îǾgÒÀĈÀĄÀďÕĄÀíÀîďāĄõÌĄ¨íĈ¨ĄÀËĔĄďÒÀĄ¼ÀĈ¶ĄÕµÀ¼ÕîɆȽ[ÀďÕĄÀíÀîďXç¨îÀîÀŵďĈǾɇ Competitive 401(k) plan with Company match for US executives, including the CCO and CIO. |
| 2023 Information Circular | TELUS International Base salary methodology At-risk pay: annual performance bonus TELUS International performance bonus program At-risk incentive pay components During 2022, the Human Resources Committee considered and approved the CEO’s annual base salary. Mr. Blair, the Vice-Chair of the Board of Directors and the Chair of our Human Resources Committee, was delegated the authority by our Board of Directors to approve any changes in base salary for members of the executive leadership team. We set our base salary range midpoints at the 50th percentile of a comparator group. As part of its annual pay assessment for 2022, the Human Resources Committee reviewed competitive pay data prepared by the Compensation Consultant. We then made adjustments to individual base salaries that we considered appropriate to recognize the executives’ varying levels of responsibility, prior experience, breadth of knowledge, overall individual performance and internal equity, as well as the pay practices of companies in a comparator group. As required, pursuant to the Board Policy Manual, the Human Resources Committee has reviewed and approved the CEO’s compensation based on the Human Resources Committee’s assessment of the CEO’s performance. The annual performance bonus for NEOs is determined pursuant to the PBP. A summary of the terms of the PBP follows. Methodology The PBP is designed to reward the achievement of business objectives in the short-term by providing immediate income in cash. For 2022, this component of at-risk pay was calculated based for NEOs on individual (30 percent) and corporate (70 per cent) āÀĄËõĄí¨î¶ÀȬËõĄďÒÀLǿďÒÀµĄÀ¨ä¼õĠîÕĈÕî¼ÕğÕ¼Ĕ¨çȬƊƈāÀĄ¶Àîďȭ¨î¼¶õĄāõĄ¨ďÀȬƐƈāÀĄ¶ÀîďȭāÀĄËõĄí¨î¶ÀȭďõµÀďďÀĄĄÀŶÀ¶ď affordability and our continued focus on funding strategic investments. In 2022, the annual performance targets for the NEOs ranged from 60 per cent to 70 per cent of base salary, and the CEO’s annual performance bonus target was equal to 150% of base salary. For 2022, each executive’s annual target performance bonus under the PBP was set using the following formula. Each element in the formula is explained in the steps outlined below: At-risk incentive pay consists of: The following outlines our approach in determining and delivering these at-risk incentive pay components. „ annual performance bonus (paid in cash); and „ long-term incentives (in the form of RSUs and PSUs). 2022 approach to compensation Executive’s actual salary earned in 2022 Executive’s actual salary earned in 2022 Corporate Scorecard Multiplier Minimum: 0% Maximum: 200% Individual Multiplier Minimum: 0% Maximum: 200% Executive’s target bonus, as a percentage of base salary Executive’s target bonus, as a percentage of base salary Corporate Weighting CEO: 80% ELT: 70% Corporate Performance Payout Individual Weighting CEO: 20% ELT: 30% Individual Performance Payout Annual Performance Bonus XXX= XXX= + = 64 |
| 65 TELUS International | 2023 Information Circular To determine the annual performance bonus for each executive, we follow a three-step process: Step 1: Assess Company corporate performance as measured by the corporate scorecard results; Step 2: Assess an executive’s individual performance; and Step 3: Calculate the annual performance bonus based on the above payout formula. The three-step process is described in further detail below. Step 1: Assess Company corporate performance as measured by the corporate scorecard results The Company’s corporate performance is measured through the results of our corporate scorecard, which is determined after the end of a performance year by rating the extent to which we have met or exceeded our targets for each metric set at the start of the ĦÀ¨ĄǾLĔĄƊƈƊƊíÀďĄÕ¶ĈíÀ¨ĈĔĄÀ¼¨¶ÒÕÀğÀíÀîďĈÕîďÒÀËõççõĠÕį̂ĄÀ¨ĈȀgÀ¨íǿĔĈďõíÀĄĈ&ÕĄĈďǿ¨î¼XĄõŵ卑çÀ'ĄõĠďÒˈËŵ¶ÕÀî¶ĦǾ_ÀÀ below table on the 2022 corporate scorecard metrics. The objectives in the Company’s corporate scorecard are set annually by the CEO and CFO at the beginning of the year and recommended to the Governance and Nominating Committee and Human Resources Committee for review and approval. Financial metrics in the objectives are largely based on targets that meet or exceed the annual budget approved by the Board of Directors. The key aspects of the target-setting process include: During the year, results and/or targets may be adjusted to normalize for one-time events or other unique circumstances. The CEO, CFO, and CCO-CHRO collectively review and approve all adjustments proposed by management. Scorecard metrics gÀ¨íȬƉƈʫȭ „ Consolidated Engagement (5%) „ Agent Attrition Index (5%) ĔĈďõíÀĄĈ&ÕĄĈďȬƌƈʫȭ „ Service Excellence Promise (40%) XĄõŵ卑çÀ'ĄõĠďÒ¨î¼Ëŵ¶ÕÀî¶ĦȬƍƈʫȭ „ Revenue (15%) „ Adjusted EBITDA (25%)(1) „ Free Cash Flow (10%)(2) (1) ¼áĔĈďÀ¼0gÕĈ¨îõîȺ'Xŵî¨î¶Õ¨çíÀ¨ĈĔĄÀǾxÀĄÀÌĔ稥çĦíõîÕďõĄ¼áĔĈďÀ¼0gďõÀğ¨çĔ¨ďÀõĔĄõāÀĄ¨ďÕîÌāÀĄËõĄí¨î¶À¶õíā¨ĄÀ¼ďõÀĈ卑çÕĈÒÀ¼µĔ¼ÌÀďĈǿ operational goals and the performance of industry peers. Adjusted EBITDA is commonly used by our industry peers and provides a measure for investors to compare and evaluate our relative operating performance. We use it to assess our ability to service existing and new debt facilities, and to fund accretive growth opportunities ¨î¼¨¶ăĔÕĈÕďÕõî逸ÌÀďĈǾ0¼ÕďÕõîǿ¶ÀĄď¨Õîŵî¨î¶Õ¨ç¼Àµď¶õğÀî¨îďĈ¨ĈĈõ¶Õ¨ďÀ¼ĠÕďÒõĔĄ¶ĄÀ¼Õď˨¶ÕçÕďĦ¨ĄÀµ¨ĈÀ¼õî¼áĔĈďÀ¼0gǿĠÒÕ¶ÒĄÀăĔÕĄÀĈĔĈďõíõîÕďõĄ ďÒÕĈîõîȺ'Xŵî¨î¶Õ¨çíÀ¨ĈĔĄÀÕî¶õîîÀ¶ďÕõîĠÕďÒõĔĄŵî¨î¶Õ¨ç¶õğÀî¨îďĈǾgÒÀËõççõĠÕîÌÕďÀíĈ¨ĄÀÀĥ¶çĔ¼À¼ËĄõí¼áĔĈďÀ¼0g¨ĈĠÀµÀçÕÀğÀďÒÀĦ¨ĄÀ¼ĄÕğÀîµĦ factors that are not indicative of our ongoing operating performance, including changes in business combination-related provisions, acquisition, integration and other, share-based compensation, and foreign exchange gains or losses. (2) &ĄÀÀ¨ĈÒ&çõĠÕĈ¨îõîȺ'Xŵî¨î¶Õ¨çíÀ¨ĈĔĄÀǾxÀ¶¨ç¶Ĕç¨ďÀ&ĄÀÀ¨ĈÒ&çõĠµĦ¼À¼Ĕ¶ďÕî̶¨āÕď¨çÀĥāÀî¼ÕďĔĄÀĈËĄõíõĔĄ¶¨ĈÒāĄõğÕ¼À¼µĦõāÀĄ¨ďÕį̂¶ďÕğÕďÕÀĈǿ¨ĈĠÀ believe capital expenditures are a necessary ongoing cost to maintain our existing productive capital assets and support our organic business operations. We use Free ¨ĈÒ&çõĠďõÀğ¨çĔ¨ďÀďÒÀ¶¨ĈÒŶõĠĈÌÀîÀĄ¨ďÀ¼ËĄõíõĔĄõîÌõÕî̵ĔĈÕîÀĈĈõāÀĄ¨ďÕõîĈďÒ¨ď¶¨îµÀĔĈÀ¼ďõíÀÀďõĔĄŵî¨î¶Õ¨çõµçǪ̃ďÕõîĈǿĈÀĄğÕ¶À¼Àµď˨¶ÕçÕďÕÀĈǿĄÀÕîğÀĈď in our business, and to fund, in part, potential future acquisitions. „ selecting measurable and auditable performance metrics; „ ensuring that, as a general principle, the threshold target for any metric (yielding a 0.5x multiplier) exceeds the actual result on that metric in the previous year. The target (yielding a 1.0x multiplier) for any budget-related metric is generally set at or above the corresponding number in the corporate budget approved by the Board of Directors; „ stress-testing the current year’s targets against the prior year’s scorecard to determine year-over-year continuous improvement; „ ensuring that the targets and stretch targets that are used to determine whether these objectives have been met or exceeded are set out in the Company’s corporate scorecard; and „ ensuring that all performance metrics are tied to the Company’s achievement of our corporate objectives. |
| 2023 Information Circular | TELUS International Step 2: Assess an executive’s individual performance The individual performance of each NEO is initially assessed by the CEO and is reviewed and approved by the Human Resources Committee. The individual performance of the CEO is reviewed and approved by the Human Resources Committee. The chair of the Human Resources Committee invites the Board of Directors’ members to provide their feedback regarding the CEO’s performance. Step 3: Calculate the annual performance bonus based on the above payout formula Based on an assessment and recommendation from the CEO, the Human Resources Committee reviews each NEO’s performance and determines an individual multiplier, and along with the related multiplier in the Company corporate balanced scorecards, approves the annual performance bonus under the PBP for each NEO using the formula in this section. The Human Resources Committee, with input from the Chair of the Board of Directors, assesses the personal performance of the CEO and his leadership. Based on this assessment, the Human Resources Committee determines an individual multiplier and, along with the related multiplier in the Company corporate balanced scorecard, approves the annual performance bonus under the PBP for the CEO, based on the formula in this section. The relative weight that corporate, business unit and individual performance has in determining a team member’s annual āÀĄËõĄí¨î¶ÀµõîĔĈĔî¼ÀĄďÒÀXX¼ÀāÀî¼ĈõîďÒÀÕî¼ÕğÕ¼Ĕ¨çɉĈõĄÌ¨îÕī¨ďÕõî¨ççÀğÀç¨î¼¨µÕçÕďĦďõÕîŶĔÀî¶ÀďÒÀõíā¨îĦɉĈõğÀĄ¨çç performance. For each of our NEOs, individual performance is weighted at 30 per cent and Company corporate performance is weighted at 70 per cent; and for the CEO, individual performance is weighted at 20 percent and Company corporate performance is weighted at 80 per cent. In addition to Company corporate and individual performance, the Board of Directors has the discretion to adjust bonus payouts for any extraordinary circumstances or other factors, as it deems appropriate. At-risk pay: long-term incentives 2022 long-term incentives Our Human Resources Committee designed an executive compensation program to achieve the objectives described above under “Key Compensation Principles.” This includes the grant of annual equity awards by our Human Resources Committee, which are used to encourage an ownership culture and align management with stockholders’ interests. On March 21, 2022, our Human Resources Committee approved long-term performance incentive awards for our senior leaders, including our NEOs, which were granted under the 2021 LTIP. 50% of the equity granted to our senior leaders was in the form of RSUs and 50% of the equity granted to our senior leaders was in the form of PSUs. We believe the use of RSUs and PSUs align the compensation of these senior leaders with stockholders’ interests. The value recognized by individuals with respect to these awards will depend on the Company’s stock price performance and, in the case of the PSUs, if certain performance targets are met within the performance period, as described below. The number of RSUs and PSUs granted were calculated based on the closing price per g0ĈÒ¨ĄÀõîE¨Ą¶ÒƉƐǿƊƈƊƊõËʈƊƎǾƋƐǾgÒÀ[_lĈÌÀîÀĄ¨ççĦğÀĈďƊƍʫõîÀ¨¶ÒõËďÒÀŵĄĈďËõĔĄ¨îîÕğÀĄĈ¨ĄÕÀĈõËďÒÀÌĄ¨îď¼¨ďÀǿĈĔµáÀ¶ď to continued employment through each applicable vesting date. The PSUs will cliff vest on the third anniversary of the grant date, subject to achievement of the following performance targets: gÒÀ[_lĈ¨î¼X_lĈ¨ĄÀĈĔµáÀ¶ďďõËõĄËÀÕďĔĄÀÕËďÒÀ¨āāçÕ¶¨µçÀÒõç¼ÀĄÕĈďÀĄíÕî¨ďÀ¼ĠÕďÒ¶¨ĔĈÀȬ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀ¨Ġ¨Ą¼¨ÌĄÀÀíÀîďȭǾ In the event of death, the RSUs and PSUs will vest (in the case of PSUs, assuming target performance). In the event of disability or the holder’s retirement, the RSUs and PSUs will continue to vest in accordance with their original vesting schedule. In the event of a termination without cause, the holder will be entitled to a prorated portion of the award, calculated based on the amount of service provided during the applicable performance period assuming target performance. The individual grant values for each of our NEOs, including the threshold, target and maximum payout of PSUs, are set forth in the “Grants of Plan-Based Awards Table”, below. „ 60 per cent of the PSUs will be earned based on the Company’s earnings per share compound annual growth rate during the performance period, which we refer to as EPS Growth CAGR; and „ 40 per cent of the PSUs will be earned based on the Company’s organic revenue compound annual growth rate during the performance period, calculated pursuant to IFRS, which we refer to as Organic Revenue Growth CAGR. 66 |
| 67 TELUS International | 2023 Information Circular Benchmarking When making compensation decisions, the Human Resources Committee takes into consideration the value of total direct compensation (TDC), which consists of base salary, annual performance bonus and long-term equity incentive compensation provided to executives. The Human Resources Committee generally looks to position the value of target TDC to be competitive with the 50th percentile of comparable companies, with exceptions made based on the Human Resources Committee’s analysis of key factors including the NEO’s performance and tenure. In assessing competitive compensation levels and practices, the Human Resources Committee reviewed and compared compensation to executives at a peer group of companies. In connection with selecting companies for the peer group, the Human [ÀĈõĔĄ¶ÀĈõííÕďďÀÀ¶õîĈÕ¼ÀĄÀ¼ďÒÀËõççõĠÕî̶ĄÕďÀĄÕ¨Ȁ¨îîĔ¨çĄÀğÀîĔÀĈǿāĄõŵ卑ÕçÕďĦǿí¨ĄäÀﶨāÕď¨çÕī¨ďÕõîǿ¨î¼ďÒÀ¶õíā¨Ą¨ďõĄ ÌĄõĔāĈĔĈÀ¼µĦāĄõĥĦ¨¼ğÕĈõĄĦŵĄíĈǾ The Human Resources Committee selected the following list of companies that would comprise of our peer group for 2022 compensation decisions: The Human Resources Committee reviewed a report on the Company’s compensation programs for its executive leadership team, which incorporated data provided by the Compensation Consultant. The Compensation Consultant collected compensation data from the companies in our competitor peer group (the most recent peer compensation data available at the time) and compared the information to the executive leadership team’s target total direct compensation and the elements of which that target total direct compensation is comprised. (1) As of March 4, 2022, Nuance Communications, Inc. is a private company following its acquisition by Microsoft Corp. Peer Ticker Exchange ĈõËŵĈ¶¨çĦÀ¨Ą end date Revenue ȬíÕççÕõîȭ Black Knight, Inc. BKI NYSE December 31, 2022 $1,475 Concentrix Corporation CNXC NASDAQ November 30, 2022 $6,324 Conduent Inc. CNDT NASDAQ December 31, 2022 $3,851 EPAM Systems, Inc. EPAM NYSE December 31, 2022 $4,825 Genpact Ltd. G NYSE December 31, 2022 $4,371 Jack Henry & Associates Inc. JKHY NASDAQ June 30, 2022 $1,943 Nuance Communications, Inc(1) N/A N/A Sabre Corporation SABR NASDAQ December 31, 2022 $2,537 TTEC Holdings, Inc TTEC NASDAQ December 31, 2021 $2,444 Unisys Corp. UIS NYSE December 31, 2022 $1,597 Verint Systems Inc. VRNT VRNT January 31, 2022 $875 WEX Inc. WEX NYSE December 31, 2022 $2,351 Peer average $2,947 TELUS International TIXT NYSE / TSX December 31, 2022 $2,468 |
| 2023 Information Circular | TELUS International ƊƈƊƊ¨¶ďĔ¨ç¶õíāÀîĈ¨ďÕõîíÕĥȬāÀĄ¶Àîď¨ÌÀõËďõď¨ç¼ÕĄÀ¶ď¶õíāÀîĈ¨ďÕõîȭȬƉȭ (1) Sum of percentage may not total 100% due to rounding. Compensation element Provided as CEO Other NEOs Target 2022 actual Target 2022 actual ¨ĈÀĈ¨ç¨ĄĦȬŵĥÀ¼ȭ Cash 10% 10% 23% 24% ççõĠ¨î¶ÀĈȬŵĥÀ¼ȭ Cash Ƚʫ 1% Ƚʫ Ƚʫ Annual Performance bonus (at-risk) Cash 15% 11% 16% 11% Long-term incentive (at-risk) RSUs 38% 39% 30% 32% Long-term incentive (at-risk) PSUs 38% 39% 30% 32% 68 |
| 69 TELUS International | 2023 Information Circular 2022 PBP payouts (1) ¨ĈÀĈ¨ç¨ĄĦ¨íõĔîďĈĄÀŶÀ¶ďÀ¼ÕîďÒÀ_Ĕíí¨ĄĦõíāÀîĈ¨ďÕõîg¨µçÀ¼ÕËËÀĄËĄõíďÒÀ¨íõĔîďĈ¨µõğÀĈÕî¶À¨îîĔ¨çíÀĄÕďÕÀ¨ĈÀĈËõĄƊƈƊƊďõõäÀËËÀ¶ďõîāĄÕçƉǿƊƈƊƊǾ (2) Base salary value converted from CAD$633,014 to USD using an exchange rate on December 30, 2022, of $0.74. (3) Base salary value converted from CAD$474,008 to USD using an exchange rate on December 30, 2022, of $0.74. (1) This value is converted from CAD $283,854 to USD for Ms. Kanu, using an exchange rate on December 30, 2022, of $0.74. (2) This value is converted from CAD $216,254 to USD using an exchange rate on December 30, 2022, of $0.74. In accordance with the terms and conditions of Ms. Tyfting’s DB Plan enrollment agreement, this amount will be reduced by 15% as consideration for her participation in the DB Plan. Name 2022 Annual Base SalaryȬƉȭȬʈȭ Jeff Puritt 850,000 Vanessa Kanu 468,430(2) Maria Pardee 450,000 Marilyn Tyfting 350,766(3) Michael Ringman 350,000 F¨íÀ¼ĥÀ¶ĔďÕğÀLËŵ¶ÀĄ 2022 PBP Payout Jeff Puritt $892,500 Vanessa Kanu $210,052(1) Maria Pardee $207,657 Marilyn Tyfting $160,028(2) Michael Ringman $142,816 Base salary compensation The annual base salaries that our NEOs were entitled to receive in respect of calendar year 2022, were as follows: &õĄíõĄÀ¼Àď¨ÕçĈ¨µõĔďďÒÀ¨¶ďĔ¨ç¨íõĔîďõ˵¨ĈÀĈ¨ç¨ĄĦā¨Õ¼ďõõĔĄFLĈÕîƊƈƊƊǿĈÀÀɆȽ_Ĕíí¨ĄĦõíāÀîĈ¨ďÕõîg¨µçÀɇǾ ¨¶ÒFLɉĈ¨îîĔ¨çāÀĄËõĄí¨î¶ÀµõîĔĈĠ¨Ĉ¼ÀďÀĄíÕîÀ¼µĦ¨āāçĦÕîÌďÒÀËõĄíĔç¨ĈõĔďçÕîÀ¼Ĕî¼ÀĄďÒÀÒÀ¨¼ÕîÌĈɆȽg?l_ 0îďÀĄî¨ďÕõî¨çXÀĄËõĄí¨î¶ÀõîĔĈXĄõÌĄ¨íɇǾ_āÀ¶Õŵ¶¨ççĦǿďÒÀ-Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀ¨ĈĈÀĈĈÀĈďÒÀõíā¨îĦɉĈ¶õĄāõĄ¨ďÀ performance against the corresponding targets, as measured by the corporate scorecards for the Company, and then applies the corporate scorecard and personal performance multiplier for each NEO to determine the payout. In 2022, the annual performance targets for the NEOs ranged from 60 per cent to 70 per cent of base salary, and the CEO’s annual performance bonus target was equal to 150% of base salary. Following its critical assessment of 2022 overall Company performance, the Human Resources Committee approved a corporate scorecard multiplier of 70 per cent for all NEOs, including the CEO, and an individual multiplier of 70 per cent. ¨ĈÀ¼õîďÒÀ¨µõğÀǿÀ¨¶ÒõËďÒÀFLĈĄÀ¶ÀÕğÀ¼ďÒÀËõççõĠÕį̂íõĔîďĈĔî¼ÀĄďÒÀXXËõĄŵĈ¶¨çƊƈƊƊǾ 2022 actual compensation |
| 2023 Information Circular | TELUS International CCO’s 2022 Discretionary Bonus Long-term incentives Pursuant to Ms. Pardee’s employment agreement, she is entitled to receive a bonus of up to $100,000 for 2022, calculated based on the achievement of annual net new sales at or above 75% of target, as determined in the Company’s discretion. This target was not achieved for 2022. The Company extended the performance period during which she can achieve this target through 2023. The individual grant values for each of our NEOs granted in March 2022 under the 2021 LTIP, including the threshold, target and maximum payout of PSUs, is set forth in the “Grants of Plan-Based Awards Table”, below. We anticipate equity grants for each of our NEOs with respect to 2022 performance will be made later this year and disclosed in the 2023 annual report. xÀāĄõğÕ¼ÀõĔĄFLĈĠÕďÒ¨¶õíāÀďÕďÕğÀµÀîÀŵďĈāĄõÌĄ¨íďÒ¨ďÕî¶çĔ¼ÀĈÒÀ¨çďҨÀîď¨ç¶õğÀĄ¨ÌÀǿçÕËÀǿ¨¶¶Õ¼Àîď¨î¼¶ĄÕďÕ¶¨çÕççîÀĈĈ insurance coverage, short-term and long-term disability coverage and health spending accounts for all our employees. In addition, we offer our NEOs and all our employees the opportunity to purchase TI shares at a 15 per cent discount, through regular payroll deductions up to a maximum of $25,000 per year under the Company employee share purchase plan. We also offer Canadian executives who were participating in the TELUS employee share purchase plan before May 1, 2021 the opportunity to continue to participate in the TELUS employee share purchase plan and purchase TELUS shares through regular payroll deductions, with a match of 35 per cent for Canadian executives to a maximum of six per cent of base salary under the TELUS employee share purchase plan. The use of perquisites is limited for our NEOs. Some of the perquisites we provide to our NEOs include (1) an executive health plan ËõĄ¨î¨¼Õ¨îÀĥÀ¶ĔďÕğÀĈȁȬƊȭ¨ʈƊƍǿƈƈƈ¨îîĔ¨ç¨ççõĠ¨î¶ÀÕîďÀî¼À¼ďõ¶õğÀĄŵî¨î¶Õ¨ç¨î¼ĄÀďÕĄÀíÀîď¶õĔîĈÀçÕį̂î¼õďÒÀĄÕďÀíĈǿËõĄ õĔĄLȁȬƋȭ¨ğÀÒÕ¶çÀ¨ççõĠ¨î¶ÀËõĄõĔĄL¨î¼LȺ-[LȁȬƌȭďÀçÀ¶õíµÀîÀŵďĈËõĄďÒÀÒõíÀȬËõĄĠõĄä¨î¼āÀĄĈõî¨çĔĈÀȭËõĄõĔĄ Canadian executives, including our CFO and CCO-CHRO; and (5) a telephone concession. For information regarding the value of āÀĄăĔÕĈÕďÀĈā¨Õ¼ďõõĔĄFLĈÕîƊƈƊƊǿĈÀÀɆȽ_Ĕíí¨ĄĦõíāÀîĈ¨ďÕõîg¨µçÀɇǾ LĔĄLÕĈÀîďÕďçÀ¼ďõµÀîÀŵďĈĔî¼ÀĄďÒÀXç¨î¨î¼_[āÀîĈÕõîāç¨îĈ¶õîĈÕĈďÀîďĠÕďÒí¨ĄäÀďāĄ¨¶ďÕ¶ÀËõĄg?l_¨î¨¼Õ¨î ÀĥÀ¶ĔďÕğÀĈǿõĔĄ&LÕĈÀîďÕďçÀ¼ďõā¨ĄďÕ¶Õā¨ďÀÕîďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îȬ¨ĄÀÌÕĈďÀĄÀ¼¼ÀŵîÀ¼¶õîďĄÕµĔďÕõîāç¨îȭ¨î¼ďÒÀ_¨ğÕîÌĈ Plan, and our CCO-CHRO is entitled to participate in the DB Plan and SERP 2020. Our NEOs in the United States are eligible to participate in the Company’s 401(k) plan and are entitled to receive an employer matching contribution. For information regarding ďÒÀğ¨çĔÀõËĄÀďÕĄÀíÀîďµÀîÀŵďĈā¨Õ¼ďõõĔĄFLĈÕîƊƈƊƉǿĈÀÀɆȽ_Ĕíí¨ĄĦõíāÀîĈ¨ďÕõîg¨µçÀǿɇɆȽXÀîĈÕõîÀîÀŵďĈɇ¨î¼ɆȽFõîȺ ăĔ¨çÕŵÀ¼ËďÀĄȺg¨ĥ¶¶õĔîďɇǾ Mr. Puritt’s employment agreement provides that the TELUS clawback policy will apply to his compensation. The TELUS clawback policy allows TELUS to recover or cancel certain incentives to ELT in circumstances where (1) there has been a material íÕĈĄÀāĄÀĈÀîď¨ďÕõîõĄí¨ďÀĄÕ¨çÀĄĄõĄĄÀĈĔçďÕîÌÕîďÒÀĄÀĈď¨ďÀíÀîďõËg?l_ɉŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈȁȬƊȭ¨îÀĥÀ¶ĔďÕğÀĠõĔç¼Ò¨ğÀĄÀ¶ÀÕğÀ¼ çÀĈĈÕî¶ÀîďÕğÀ¶õíāÀîĈ¨ďÕõĈÀ¼õîďÒÀĄÀĈď¨ďÀ¼ŵî¨î¶Õ¨çĈȁ¨î¼ȬƋȭďÒÀÀĥÀ¶ĔďÕğÀɉĈíÕĈ¶õî¼Ĕ¶ďȬĈĔ¶Ò¨Ĉ¨î¨¶ďõËËĄ¨Ĕ¼ǿ¼ÕĈÒõîÀĈďĦ õĄĠÕççËĔçîÀÌçÕÌÀî¶ÀõĄí¨ďÀĄÕ¨çîõîȺ¶õíāçÕ¨î¶ÀĠÕďÒçĄ̀çĄÀăĔÕĄÀíÀîďĈȭ¶õîďĄÕµĔďÀ¼ďõďÒÀõµçǪ̃ďÕõîďõĄÀĈď¨ďÀďÒÀg?l_ŵî¨î¶Õ¨ç statements. In the circumstances described above, the board of directors of TELUS may cancel, or require the executive to repay to TELUS, all õĄā¨ĄďõËďÒÀËõççõĠÕî̶õíāÀîĈ¨ďÕõîā¨Õ¼õĄ¨Ġ¨Ą¼À¼ďõďÒÀÀĥÀ¶ĔďÕğÀÕîĄÀĈāÀ¶ďõËďÒÀŵî¨î¶Õ¨çĦÀ¨ĄËõĄĠÒÕ¶ÒĄÀĈď¨ďÀ¼ŵî¨î¶Õ¨ç statements are required: gÒÀµõ¨Ą¼õË¼ÕĄÀ¶ďõĄĈõËg?l_í¨ĦĈÀÀäĄÀ¶õĔāíÀîďÕËďÒÀĄÀĈď¨ďÀíÀîďõËďÒÀŵî¨î¶Õ¨çĈď¨ďÀíÀîďȬĈȭõ¶¶ĔĄĈĠÕďÒÕîƋƎíõîďÒĈõË ďÒÀõĄÕÌÕî¨ç¼¨ďÀďÒÀ¨Ĕ¼ÕďÀ¼ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈĠÀĄÀŵçÀ¼ĠÕďÒďÒÀĄÀăĔÕĈÕďÀĈÀ¶ĔĄÕďÕÀĈ¶õííÕĈĈÕõîĈõĄĈÕíÕ稥ĄÀÌĔç¨ďõĄĦ¨ĔďÒõĄÕďÕÀĈ in each of the provinces and territories of Canada. We expect to adopt a recoupment policy under which, upon certain triggering ÀğÀîďĈǿĠÀíĔĈďĄÀ¶õĔāõĄ¶¨î¶Àç¨ççõĄ¨āõĄďÕõîõ˶ÀĄď¨ÕîÕî¶ÀîďÕğÀ¶õíāÀîĈ¨ďÕõîËĄõíÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄĈȬ¨Ĉ¼ÀŵîÀ¼Õ¶õĄ¼¨î¶À ĠÕďÒ_ĄĔçÀĈǿĠÒÕ¶ÒÕî¶çĔ¼ÀĈõĔĄFLĈȭǾ0¼ÕďÕõîǿĠÀĠÕçç¶õíāçĦĠÕďÒďÒÀŵî¨çďÀĄíĈõËāĄõāõĈÀ¼[ĔçÀƉƈȺƉĔî¼ÀĄďÒÀĥ¶Ò¨îÌÀ Act, implementing Section 954 of the Dodd-Frank Act. ÀîÀŵďĈ¨î¼āÀĄăĔÕĈÕďÀĈ Clawback policy for Mr. Puritt „ the annual performance bonus; „ unvested Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs; „ vested but unexercised options; and „ any monetary payments and shares received from the exercise or settlement of LTI awards. 70 |
| 71 TELUS International | 2023 Information Circular Our executive share ownership demonstrates our compensation philosophy to align the interests of our executives with those of our ĈÒ¨ĄÀÒõç¼ÀĄĈǾLĔĄÀĥÀ¶ĔďÕğÀĈíĔĈďµÀîÀŵ¶Õ¨ççĦõĠîǿÀÕďÒÀĄ¼ÕĄÀ¶ďçĦõĄÕî¼ÕĄÀ¶ďçĦǿ¨¶ÀĄď¨ÕîîĔíµÀĄõËĈÒ¨ĄÀĈµ¨ĈÀ¼õî逸ÌÀďĈğ¨ĄĦÕîÌ by position. The following table lists the number and value of total equity holdings (including subordinate voting shares, but excluding RSUs, PSUs, and Options) of each NEO, as of March 13, 2023. It also shows total shareholdings as a multiple of the individual’s annual base salary. 0îí¨äÕî̶õíāÀîĈ¨ďÕõî¼À¶ÕĈÕõîĈǿďÒÀÕíā¨¶ďõ˨¶¶õĔîďÕîÌÕíāçÕ¶¨ďÕõîĈ¨î¼ď¨ĥďĄÀ¨ďíÀîďõËĈÕÌîÕŵ¶¨îď¶õíāÀîĈ¨ďÕõî¼À¶ÕĈÕõîĈ are considered. We account for equity-based payments with respect to our long-term equity incentive award programs in accordance with the requirements of IFRS 2. The Human Resources Committee believes that the overall executive compensation program is effective in attracting and retaining ÀĥÀ¶ĔďÕğÀĈǿ¨ĈĠÀçç¨ĈÕîāĄõğÕ¼ÕîÌ¼ÕĄÀ¶ďÕõî¨î¼íõďÕğ¨ďÕõîËõĄďÒÀÀĥÀ¶ĔďÕğÀĈďõí¨äÀ¨ĈÕÌîÕŵ¶¨îď¶õîďĄÕµĔďÕõîďõďÒÀõíā¨îĦɉĈ success, thereby enhancing the value of the Company for its shareholders. We also believe that the design of our executive compensation program does not encourage inappropriate risk-taking. îÀĥÀ¶ĔďÕğÀíĔĈďíÀÀďďÒÀĄÀăĔÕĄÀíÀîďĠÕďÒÕîŵğÀĦÀ¨ĄĈõËÒÕĄÀõĄāĄõíõďÕõîǾxÀ¨çĈõĄÀăĔÕĄÀ¨îÀĥÀ¶ĔďÕğÀĠÒõÒ¨ĈîõďíÀďďÒÀ share ownership requirement to take 50 per cent of net equity awards (after taxes) in shares for any equity vesting unless that executive is pursuing other means of meeting the share ownership requirement. The executive must also hold such shares until the requirement is met. Furthermore, upon retirement, an executive must continue to hold a number of shares equal to the share ownership requirement for one year following retirement. Executive share ownership guidelines Executive shareholdings summary Tax and accounting considerations Conclusion Position Share Ownership Requirement CEO 7x annual base salary Other executive leadership team 3x annual base salary Name Total subordinate voting shares Value of subordinate voting sharesȬƉȭȬʈȭ Base salary at ĦÀ¨ĄȺÀî¼Ȭʈȭ Value of total equity as a multiple of base salary Jeff Puritt 390,370 8,111,889 850,000 9.54 x Vanessa Kanu 30,108 625,644 468,430 1.34 x(2) Maria Pardee 3,117 64,771 450,000 0.14 x(2) Marilyn Tyfting 221,911 4,611,311 350,766 13.15 x Michael Ringman 138,752 2,883,267 350,000 8.24 x (1) On March 13, 2023, the closing share price on the NYSE was $20.78. (2) XĔĄĈĔ¨îďďõõĔĄÌĔÕ¼ÀçÕîÀĈǿÀ¨¶ÒFLÕĈĄÀăĔÕĄÀ¼ďõ¨ďď¨ÕîďÒÀ¨āāçÕ¶¨µçÀçÀğÀçõËĈÒ¨ĄÀõĠîÀĄĈÒÕāĠÕďÒÕîďÒÀŵğÀĦÀ¨ĄĈõËďÒÀÕĄÒÕĄÀõĄāĄõíõďÕõîǾEĈǾ=¨îĔ¨î¼EĈǾ Pardee began employment with TELUS International on September 7, 2020 and February 22, 2022 respectively. |
| 2023 Information Circular | TELUS International The following table summarizes the compensation earned by our NEOs for the years ending December 31, 2022, December 31, 2021 and December 31, 2020. Summary compensation table Name and Principal Position Year Salary ȬʈȭȬƉȭ Bonus Ȭʈȭ Stock Awards ȬʈȭȬƊȭ Option Awards ȬʈȭȬƊȭ Non-Equity Incentive Plan Compensation Ȭʈȭ Change in Pension Value and FõîȺăĔ¨çÕŵÀ¼ Deferred Compensation Earnings Ȭʈȭ All Other Compensation Ȭʈȭ Total Compensation Ȭʈȭ Jeff Puritt President and Chief Executive LËŵ¶ÀĄ 2022 850,000 Ƚ 6,625,020 Ƚ 892,500 2,016,775(3) 88,340(4) 10,472,635 2021(11) 770,385 Ƚ 11,257,700 893,466 1,239,934 1,199,220 124,857 15,485,561 2020 611,809 ȽȽȽ 686,449 2,004,072 103,909 3,406,239 Vanessa Kanu Chief Financial LËŵ¶ÀĄ 2022 443,901(5) Ƚ 1,500,020 Ƚ 210,052(10) Ƚ 51,100(6) 2,205,073 2021(11) 393,690 Ƚ 3,173,932 446,745 225,112 Ƚ 42,803 4,282,282 2020 121,135 395,000 Ƚ Ƚ 255,960 Ƚ 8,951 781,046 Maria Pardee Chief Commercial LËŵ¶ÀĄ 2022 450,000 Ƚ 1,000,013 Ƚ 207,657 Ƚ 15,250(7) 1,672,920 2021 ȽȽȽȽȽȽȽȽ 2020 ȽȽȽȽȽȽȽȽ Marilyn Tyfting Senior Vice President and Chief Corporate LËŵ¶ÀĄ 2022 336,483(5) Ƚ 1,000,013 160,028(10) 1,853(8) 26,342(9) 1,524,719 2021(11) 296,869 Ƚ 2,283,974 446,745 156,678 165,979 47,699 3,397,943 2020 268,920 ȽȽȽ 153,284 134,458 46,746 603,408 Michael Ringman Chief Information LËŵ¶ÀĄ 2022 340,039 Ƚ 700,020 Ƚ 142,816 Ƚ 16,832(7) 1,199,707 2021(11) 307,039 Ƚ 1,719,239 297,830 156,193 Ƚ 30,501 2,510,802 2020 272,158 50,000 Ƚ Ƚ 146,965 Ƚ 28,826 497,949 (1) Actual base salary paid in 2022 differs from our NEO’s mid-year base salary because annual merit increases for 2022 took effect on April 1, 2022. (2) The values set forth in the Stock Awards column for 2022 represent the aggregate grant date fair market value of RSUs and PSUs (at target) granted to the NEOs on March 21, 2022, computed in accordance with IFRS 2. (3) gÒÕĈğ¨çĔÀÕĈ¶õîğÀĄďÀ¼ËĄõíʈƊǿƏƊƍǿƋƏƊďõl_ĔĈÕį̂îÀĥ¶Ò¨îÌÀĄ¨ďÀõîÀ¶ÀíµÀĄƋƈǿƊƈƊƊõËʈƈǾƏƌ¨î¼ĄÀŶÀ¶ďĈďÒÀ¨¶ďĔ¨ĄÕ¨çÕÀ¨ĈÀÕîďÒÀāĄÀĈÀîďğ¨çĔÀ õËEĄǾXĔĄÕďďɉĈµÀîÀŵďĈĔî¼ÀĄďÒÀXç¨îȬ¨ĄÀ¼Ĕ¶ďÕõîõËʈƐƉǿƎƊƐȭ¨î¼ďÒÀ_[Ȭ¨î¼ÕÀ¨ĈÀõËʈƊǿƐƈƏǿƈƈƈȭǾ_ÀÀɆȽ[ÀďÕĄÀíÀîďXç¨îÀîÀŵďĈɉɉËõĄíõĄÀ ÕîËõĄí¨ďÕõîõîďÒÀāÀîĈÕõîāç¨îµÀîÀŵďĈ¨î¼ÒõĠĈĔ¶Ò¨íõĔîďĈ¨ĄÀ¶¨ç¶Ĕç¨ďÀ¼Ǿ (4) For Mr. Puritt, this column includes the following amounts related to perquisites: $17,400 for car allowance, $34,714 related to personal use of a Company-provided ¨ÕĄ¶Ą¨ËďǿʈƊƍǿƈƈƈËõĄÒÕĈ¨îîĔ¨çŵî¨î¶Õ¨ç¨î¼ď¨ĥāç¨îîÕį̂ççõĠ¨î¶ÀāĔĄĈĔ¨îďďõÒÕĈÀíāçõĦíÀîď¨ÌĄÀÀíÀîďǿʈƍǿƍƎƌËõĄÌÕËďĈǿ¨î¼ʈƍǿƎƎƊËõĄďÀçÀ¶õíµÀîÀŵďĈËõĄďÒÀ home. (5) With respect to Ms. Kanu’s and Ms. Tyfting’s base salary, the value is converted from CAD$599,867 and CAD$454,707, respectively, to USD using an exchange rate on December 30, 2022 of $0.74. (6) &õĄEĈǾ=¨îĔǿďÒÕĈ¨íõĔîďÕî¶çĔ¼ÀĈďÒÀËõççõĠÕį̂íõĔîďĈĄÀç¨ďÀ¼ďõāÀĄăĔÕĈÕďÀĈȀʈƌƎǿƉƐƎď¨ĥ¨µçÀµÀîÀŵďËõĄďÒÀÀíāçõĦÀĄďõāȺĔāí¨ď¶ÒÕî̶õîďĄÕµĔďÕõîĈĔî¼ÀĄďÒÀ õíā¨îĦɉĈ_¨ğÕîÌĈXç¨îǿʈƉǿƎƉƍËõĄďÀçÀ¶õíµÀîÀŵďĈËõĄďÒÀÒõíÀǿʈƉǿƉƋƊď¨ĥ¨µçÀµÀîÀŵďËõĄďÀçÀāÒõîÀ¶õî¶ÀĈĈÕõîǿʈƉƐǿƌƑƌďõg?l_ɉÀíāçõĦÀÀĈÒ¨ĄÀ purchase plan, and CAD$1,628 for an executive health assessment. These values were converted fromCAD to USD using an exchange rate on December 30, 2022, of $0.74. (7) This column includes the following amounts related to perquisites: $15,250 for the employer matching contributions to the Company’s 401(k) plan for Ms. Pardee and Mr. Ringman, and $1,582 for Mr. Ringman under TELUS’s employee recognition program. 72 |
| 73 TELUS International | 2023 Information Circular (8) gÒÕĈğ¨çĔÀÕĈ¶õîğÀĄďÀ¼ËĄõíʈƊǿƍƈƌďõl_ĔĈÕį̂îÀĥ¶Ò¨îÌÀĄ¨ďÀõîÀ¶ÀíµÀĄƋƈǿƊƈƊƊõËʈƈǾƏƌ¨î¼ĄÀŶÀ¶ďĈďÒÀ¨¶ďĔ¨ĄÕ¨çÕÀ¨ĈÀÕîďÒÀāĄÀĈÀîďğ¨çĔÀõË EĈǾgĦËďÕîÌɉĈµÀîÀŵďĈĔî¼ÀĄďÒÀXç¨îȬ¨ĄÀ¼Ĕ¶ďÕõîõËʈƉƉǿƎƋƌȭ¨î¼ďÒÀ_[XƊƈƊƈȬ¨îÕÀ¨ĈÀõËʈƉƌǿƉƋƐȭǾ_ÀÀɆȽ[ÀďÕĄÀíÀîďXç¨îÀîÀŵďĈɇËõĄíõĄÀ ÕîËõĄí¨ďÕõîõîďÒÀāÀîĈÕõîāç¨îµÀîÀŵďĈ¨î¼ÒõĠĈĔ¶Ò¨íõĔîďĈ¨ĄÀ¶¨ç¶Ĕç¨ďÀ¼Ǿ (9) &õĄEĈǾgĦËďÕîÌǿďÒÕĈ¶õçĔíîÕî¶çĔ¼ÀĈďÒÀËõççõĠÕį̂íõĔîďĈĄÀç¨ďÀ¼ďõāÀĄăĔÕĈÕďÀĈȀʈƉƍǿƈƈƈËõĄ¶¨Ą¨ççõĠ¨î¶ÀǿʈƉǿƐƍƏď¨ĥ¨µçÀµÀîÀŵďËõĄā¨ĄäÕį̂î¼ďÀçÀāÒõîÀ ¶õî¶ÀĈĈÕõîǿʈƊǿƈƎƍĔî¼ÀĄg?l_ɉĈÀíāçõĦÀÀĄÀ¶õÌîÕďÕõîāĄõÌĄ¨íǿʈƊǿƑƎƊËõĄďÀçÀ¶õíµÀîÀŵďĈËõĄďÒÀÒõíÀǿ¨î¼ʈƉƋǿƏƉƌďõg?l_ɉÀíāçõĦÀÀĈÒ¨ĄÀ purchase plan. These values were converted from CAD to USD using an exchange rate on December 30, 2022, of $0.74. (10) With respect to Ms. Kanu’s and Ms. Tyfting’s non-equity incentive, the value is converted from CAD$283,854 and CAD$216,254, respectively, to USD using an exchange rate on December 30, 2022 of $0.74. (11) Due to our initial public offering, MIP awards with respect to 2020 were granted to Mr. Puritt, Ms. Kanu, Ms. Tyfting and Mr. Ringman in 2021, and the 2021 compensation includes the value of such grants. With respect to Ms. Kanu, her 2021 compensation included a one-time sign-on grant in respect of her onboarding in 2020, which was paid at the time of our initial public offering in February 2021. |
| 2023 Information Circular | TELUS International Name Grant Date Estimated future payouts under non-equity incentive plan awards Estimated future payouts under equity incentive plan awards All other stock awards: Number of shares or units Exercise or base price of option awards Grant date fair value of stock and option awards Threshold Ȭʈȭ Target Ȭʈȭ Maximum Ȭʈȭ Threshold ȬȌȭ Target ȬȌȭ Maximum ȬȌȭ ȬȌȭ Ȭʈȍ_Òȭ Jeff Puritt Annual Incentive(1) Ƚ 1,275,000 1,912,500 ȽȽȽȽȽȽ March 21, 2022(2) ȽȽȽȽȽȽ 125,569 Ƚ 3,312,510 March 21, 2022(3) ȽȽȽ 62,785 125,569 251,138 Ƚ Ƚ 3,312,510 Vanessa Kanu Annual Incentive(1) Ƚ 327,901(4) 491,852(4) Ƚ ȽȽȽȽȽ March 21, 2022(2) ȽȽȽȽȽȽ 28,431 Ƚ 750,010 March 21, 2022(3) ȽȽȽ 14,216 28,431 56,862 Ƚ Ƚ 750,010 Maria Pardee Annual Incentive(1) Ƚ 315,000 472,500 ȽȽȽȽȽȽ March 21, 2022(2) ȽȽȽȽȽȽ 18,954 Ƚ 500,007 March 21, 2022(3) ȽȽȽ 9,477 18,954 37,908 Ƚ Ƚ 500,007 Marilyn Tyfting Annual Incentive(1) Ƚ 245,536(4) 368,304(4) ȽȽȽȽȽȽ March 21, 2022(2) ȽȽȽȽȽȽ 18,954 Ƚ 500,007 March 21, 2022(3) ȽȽȽ 9,477 18,954 37,908 Ƚ Ƚ 500,007 Michael Ringman Annual Incentive(1) Ƚ 210,000 315,000 ȽȽȽȽȽȽ March 21, 2022(2) ȽȽȽȽȽȽ 13,268 Ƚ 350,010 March 21, 2022(3) ȽȽȽ 6,634 13,268 26,536 Ƚ Ƚ 350,010 (1) gÒÕĈĄõĠĄÀŶÀ¶ďĈďÒÀāõĈĈÕµçÀā¨ĦõĔďĈĠÕďÒĄÀĈāÀ¶ďďõÌĄ¨îďĈõ˨îîĔ¨çÕî¶ÀîďÕğÀ¨Ġ¨Ą¼ĈĔî¼ÀĄďÒÀXÀĄËõĄí¨î¶ÀõîĔĈXĄõÌĄ¨íËõĄāÀĄËõĄí¨î¶ÀÕîďÒÀŵĈ¶¨çĦÀ¨Ą ended December 31, 2022. The amounts shown indicate the dollar value of the potential payment upon attainment of the annual performance bonus performance criteria at threshold (0 per cent), target (150 per cent of base salary for Mr. Puritt; 70 per cent of base salary for Ms. Kanu, Ms. Pardee and Ms. Tyfting and 60% of base salary for Mr. Ringman) and maximum (150 per cent of target). Actual payments based on the Company’s performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2) gÒÕĈĄõĠĄÀŶÀ¶ďĈďÒÀîĔíµÀĄõËÀăĔÕďĦȺĈÀďďçÀ¼[_lĈ¨Ġ¨Ą¼À¼ÕîďÒÀŵĈ¶¨çĦÀ¨ĄÀî¼À¼À¶ÀíµÀĄƋƉǿƊƈƊƊǿĠÒÕ¶ÒĠÀĄÀÌĄ¨îďÀ¼Ĕî¼ÀĄďÒÀƊƈƊƉ?g0XǾ (3) gÒÕĈĄõĠĄÀŶÀ¶ďĈďÒÀďÒĄÀĈÒõç¼ǿ逸ÌÀď¨î¼í¨ĥÕíĔíā¨ĦõĔďõËX_lĈďÒ¨ďĠÀĄÀ¨Ġ¨Ą¼À¼Ĕî¼ÀĄďÒÀƊƈƊƉ?g0XǾ (4) Annual incentive amounts converted from CAD to USD using an exchange rate on December 30, 2022, of $0.74 as follows: target ofCAD $443,110 and a maximum of CAD$664,665 for Ms. Kanu, and target of CAD$331,806 and a maximum of CAD$497,708 for Ms.Tyfting. 74 The table below presents information regarding awards granted in 2022 to each NEO in respect of the 2021 LTIP. Grants of plan-based awards |
| 75 TELUS International | 2023 Information Circular Name Number of securities underlying unexercised options ȬȌȭ exercisable Option AwardsȬƉȭ Stock AwardsȬƊȭ Number of securities underlying unexercised options ȬȌȭ unexercisable Option exercise price Ȭʈȭ Option expiration date Equity incentive plan awards: number of unearned shares, units or other rights that have not vested ȬȌȭ Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ȬʈȭȬƋȭ Jeff Puritt 296,942(3) Ƚ 4.87 12/23/2026 Ƚ Ƚ 539,892(3) Ƚ 4.87 12/23/2026 Ƚ Ƚ 1,259,748(3) Ƚ 8.94 12/23/2026 Ƚ Ƚ Ƚ 41,935(5) 8.46 12/27/2029 Ƚ Ƚ 41,924(4) 125,769 25 02/02/2031 Ƚ Ƚ ȽȽȽȽ 588,848(6) 11,653,302 Vanessa Kanu 20,963(4) 62,886 25 02/02/2031 Ƚ Ƚ ȽȽȽȽ 152,076(7) 3,009,584 Maria Pardee Ƚ 67,904(8) 1,343,820 Marilyn Tyfting Ƚ 16,772(5) 8.46 12/27/2029 Ƚ Ƚ 20,963(4) 62,886 25 02/02/2031 Ƚ Ƚ ȽȽȽȽ 106,424(9) 2,106,131 Michael Ringman Ƚ 11,183(5) 8.46 12/27/2029 Ƚ Ƚ 13,975(4) 41,924 25 02/02/2031 Ƚ Ƚ ȽȽȽȽ 78,110(10) 1,545,797 (1) All Options have a term of ten years. Equity-settled Options vest equally over four years. (2) The value is based on a closing TI share price of $19.79 on December 30, 2022. (3) Represents Option awards granted on December 23, 2016 to Mr. Puritt. These Options fully vested on December 23, 2020 and became exercisable upon the effective date of the initial public offering. (4) [ÀāĄÀĈÀîďĈÀăĔÕďĦȺĈÀďďçÀ¼LāďÕõîĈďÒ¨ďğÀĈ泌卑çĦõîďÒÀŵĄĈď泌¼Õî̼¨Ħ¨ËďÀĄ&ÀµĄĔ¨ĄĦƊÕîÀ¨¶ÒõËƊƈƊƋǿƊƈƊƌ¨î¼ƊƈƊƍǾ (5) Represents a grant of Phantom Options that vested on June 27, 2022, 50% of which was cash-settled, and 50% of which was equity-settled. 50% of the cash-settled XÒ¨îďõíLāďÕõîĈĠÀĄÀÀĥÀĄ¶ÕĈÀ¼¨ďğÀĈďÕîÌǾgÒÀĄÀí¨ÕîÕîÌƍƈʫõËďÒÀ¶¨ĈÒȺĈÀďďçÀ¼XÒ¨îďõíLāďÕõîĈĠÕççµÀÀĥÀĄ¶ÕĈ¨µçÀõîďÒÀŵĄĈď¨îîÕğÀĄĈ¨ĄĦõËďÒÀğÀĈďÕî̼¨ďÀȬõĄ June 27, 2023) and settled no later than December 31 of the calendar year of the date of exercisability. (6) Includes 153,981 equity-settled RSUs that will vest equally over three years on February 28, 2023, 2024 and 2025; 78,741 equity-settled RSUs that will vest equally over three years on May 20, 2023, 2024 and 2025; 125,569 equity-settled RSUs that will vest equally over four years on March 21, 2023, 2024, 2025 and 2026; 104,988 equity-settled PSUs that will vest (at target) on May 20, 2024; and 125,569 equity-settled PSUs that will vest (at target) on March 21, 2025. (7) Represents 71,518 equity-settled RSUs that will vest equally over three years on February 28, 2023, 2024 and 2025; 10,155 equity-settled RSUs that will vest equally over three years on May 20, 2023, 2024 and 2025; 28,431 equity-settled RSUs that will vest equally over four years on March 21, 2023, 2024, 2025 and 2026; 13,541 equity-settled PSUs that will vest (at target) on May 20, 2024; and 28,431 equity-settled PSUs that will vest (at target) on March 21, 2025. (8) Includes 12,855 equity-settled RSUs that will vest equally over three years on May 20, 2023, 2024 and 2025; 18,954 equity-settled RSUs that will vest equally over four years on March 21, 2023, 2024, 2025 and 2026; 17,141 equity-settled PSUs that will vest (at target) on May 20, 2024; and 18,954 equity-settled PSUs that will vest (at target) on March 21, 2025. (9) Includes 49,018 equity-settled RSUs that will vest equally over three years on February 28, 2023, 2024 and 2025; 8,356 equity-settled RSUs that will vest equally over three years on May 20, 2023, 2024 and 2025; 18,954 equity-settled RSUs that will vest equally over four years on March 21, 2023, 2024, 2025 and 2026; 11,142 equity-settled PSUs that will vest (at target) on May 20, 2024; and 18,954 equity-settled PSUs that will vest (at target) on March 21, 2025. (10) Includes 32,676 equity-settled RSUs that will vest equally over three years on February 28, 2023, 2024 and 2025; 8,099 equity-settled RSUs that will vest equally over three years on May 20, 2023, 2024 and 2025; 13,268 equity-settled RSUs that will vest equally over four years on March 21, 2023, 2024, 2025 and 2025; 10,799 equity-settled PSUs that will vest (at target) on May 20, 2024; and 13,268 equity-settle PSUs that will vest (at target) on March 21, 2025. The table below summarizes all option-based and share-based awards granted by the Company that were outstanding as of December 31, 2022, which includes RSUs, PSUs, and Options. LĔďĈď¨î¼ÕîÌÀăĔÕďĦ¨Ġ¨Ą¼Ĉ¨ďŵĈ¶¨çĦÀ¨ĄȺÀî¼ |
| 2023 Information Circular | TELUS International Name Option Awards Stock Awards Number of shares ¨¶ăĔÕĄÀ¼õĄÀĥÀĄ¶ÕĈÀ¼ȬȌȭ Value realized õîÀĥÀĄ¶ÕĈÀȬʈȭȬƋȭ Number of shares acquired õîğÀĈďÕîÌȬȌȭȬƉȭ Value realized õîğÀĈďÕîÌȬʈȭ Jeff Puritt 41,935 641,161 206,451 5,128,097 Vanessa Kanu Ƚ Ƚ 27,226 728,389 Maria Pardee Ƚ Ƚ 4,286 101,793 Marilyn Tyfting 16,772 256,434 70,528 1,735,811(2) Michael Ringman 11,183 170,981 47,932 1,188,720 (1) The values in this column represent vested TI Phantom RSUs; TELUS Phantom RSUs, including reinvested dividends or dividend equivalents for the TELUS Phantom RSUs; and vested equity-settled RSUs. The RSUs were granted pursuant to the 2021 LTIP, and the TI Phantom RSUs and TELUS Phantom RSUs were granted pursuant ďõďÒÀE0XǾ&õĄ¨¼ÀĈ¶ĄÕāďÕõîõËďÒÀE0XǿĈÀÀɆȽõíā¨îĦăĔÕďĦȺ¨ĈÀ¼õíāÀîĈ¨ďÕõîXç¨îĈ¨ď¨'ç¨î¶ÀǾɇ (2) Represents the TI share value realized on vesting of USD $1,466,621, plus the TELUS share value realized on vesting, converted from CAD $363,771 to USD using an exchange rate on December 30, 2022, of $0.74. (3) The values in this column represent exercised cash-settled TI Phantom Options that were granted pursuant to the MIP. The following table provides information on stock options that were exercised and shares that were acquired on vesting of stock ¨Ġ¨Ą¼ĈµĦÀ¨¶ÒFL¼ĔĄÕîÌďÒÀƊƈƊƊŵĈ¶¨çĦÀ¨ĄǾ ÀŵîÀ¼µÀîÀŵďāÀîĈÕõî¨î¼ĈĔāāçÀíÀîď¨çĄÀďÕĄÀíÀî逸Ą¨îÌÀíÀîďȽ;ÀËËXĔĄÕďď Mr. Puritt participates in the TELUS executive retirement program. The retirement program consists of the DB Plan, which is a ¶õîďĄÕµĔďõĄĦ¨î¨¼Õ¨îȺĄÀÌÕĈďÀĄÀ¼¼ÀŵîÀ¼µÀîÀŵďāÀîĈÕõîāç¨îǿ¨î¼ďÒÀ_[ǿĠÒÕ¶ÒÕĈ¨ĈĔāāçÀíÀîď¨çāÀîĈÕõîµÀîÀŵďāç¨îďÒ¨ď āĄõğÕ¼ÀĈµÀîÀŵďĈďõĄÀďÕĄÀ¼ÀĥÀ¶ĔďÕğÀĈÕ¼ÕďÕõîďõďÒÀāÀîĈÕõîÕî¶õíÀāĄõğÕ¼À¼Ĕî¼ÀĄďÒÀXç¨îǾgÒÀ_[ĈĔāāçÀíÀîďĈ ďÒÀāÀîĈÕõîµÀîÀŵďĈõËďÒÀXç¨îµĦāĄõğÕ¼Õį̂ďõď¨çµÀîÀŵď¨ďĄÀďÕĄÀíÀîď¼ÀďÀĄíÕîÀ¼¨ĈƊāÀĄ¶Àîďõ˨ā¨ĄďÕ¶Õā¨îďɉĈÒÕÌÒÀĈď consecutive three-year average pensionable remuneration multiplied by the total number of years of credited service. There is a í¨ĥÕíĔí¶¨āõîďõď¨çµÀîÀŵďĈõËƏƈāÀĄ¶ÀîďõËďÒÀ¨ğÀĄ¨ÌÀāÀîĈÕõçÀĄÀíĔîÀĄ¨ďÕõîǾ Pensionable remuneration for Mr. Puritt under the SRA is equal to his base salary plus the actual annual performance bonus paid to him in cash, up to 100 per cent of his base salary. As is common with non-registered plans of this nature, the SRA is unfunded. The āÀîĈÕõîµÀîÀŵďĈĔî¼ÀĄďÒÀĄÀÌÕĈďÀĄÀ¼Xç¨î¨î¼ďÒÀ_[¨ĄÀā¨Ħ¨µçÀËõĄ¨ā¨ĄďÕ¶Õā¨îďɉĈçÕËÀďÕíÀǿĠÕďÒ¨ƎƈāÀĄ¶ÀîďµÀîÀŵďā¨Ħ¨µçÀ to the surviving spouse. The normal retirement age is 65. Early retirement is permitted as early as age 55 if the participant has at least ten years of credited ĈÀĄğÕ¶ÀǾ[ÀďÕĄÀíÀîďµÀîÀŵďĈ¨ĄÀîõďĄÀ¼Ĕ¶À¼ÕËďÒÀā¨ĄďÕ¶Õā¨îďĄÀďÕĄÀĈõîõĄ¨ËďÀĄ¨ÌÀƎƈĠÕďÒ¨ďçÀ¨ĈďƉƍĦÀ¨ĄĈõËĈÀĄğÕ¶ÀǿõĄõîõĄ¨ËďÀĄ age 55 with a combination of age and years of service equal to at least 80 (in each case, excluding any extra years of credited service ÌĄ¨îďÀ¼ȭǾLďÒÀĄĠÕĈÀǿďÒÀ¨îîĔ¨çµÀîÀŵďÕĈĄÀ¼Ĕ¶À¼µĦƈǾƍāÀĄ¶ÀîďāÀĄíõîďÒËĄõíďÒÀÀ¨ĄçÕÀĄõ˨ÌÀƎƈ¨î¼ďÒÀ¨ÌÀ¨ďĠÒÕ¶ÒďÒÀ ā¨ĄďÕ¶Õā¨îďĠõĔç¼Ò¨ğÀăĔ¨çÕŵÀ¼ËõĄďÒÀËĔççµÀîÀŵď¨íõĔîďǿ¨î¼ËĔĄďÒÀĄĄÀ¼Ĕ¶À¼µĦďÒÀçÀĈĈÀĄõËƈǾƊƍāÀĄ¶ÀîďËõĄÀ¨¶ÒíõîďÒďÒ¨ďďÒÀ participant’s service (excluding any extra years of credited service granted) is less than 15 years and 0.25 per cent for each month that the participant’s age is less than 65. The SRA permits TELUS to grant additional years of credited service. ËËÀ¶ďÕğÀ;¨îĔ¨ĄĦƉǿƊƈƉƎǿEĄǾXĔĄÕďď¶À¨ĈÀ¼ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨î¨î¼_¨ğÕîÌĈXç¨î¨î¼¶õííÀî¶À¼ participation in the DB Plan and the SRA. Pursuant to his employment agreement with the Company, Mr. Puritt’s prior years of service with TELUS, from July 26, 2001 to December 31, 2015, were recognized under the SRA in three equal installments on each of January 1, 2018, January 1, 2020 and January 1, 2022. Option exercises and shares vested [ÀďÕĄÀíÀîďāç¨îµÀîÀŵďĈ 76 |
| 77 TELUS International | 2023 Information Circular ÀŵîÀ¼µÀîÀŵďāÀîĈÕõî¨î¼ĈĔāāçÀíÀîď¨çāÀîĈÕõîāç¨îȽE¨ĄÕçĦîgĦËďÕîÌ XÀîĈÕõîµÀîÀŵďĈ As of January 1, 2020, Ms. Tyfting participates in the TELUS retirement program for vice presidents and senior vice presidents The ĄÀďÕĄÀíÀîďāĄõÌĄ¨í¶õîĈÕĈďĈõËďÒÀXç¨îǿĠÒÕ¶ÒÕĈ¨¶õîďĄÕµĔďõĄĦ¨î¨¼Õ¨îȺĄÀÌÕĈďÀĄÀ¼¼ÀŵîÀ¼µÀîÀŵďāÀîĈÕõîāç¨îǿ¨î¼ďÒÀ_[X ƊƈƊƈǿĠÒÕ¶ÒÕĈ¨ĈĔāāçÀíÀîď¨çāÀîĈÕõîµÀîÀŵďāç¨îďÒ¨ďāĄõğÕ¼ÀĈµÀîÀŵďĈďõĄÀďÕĄÀ¼ğÕ¶ÀāĄÀĈÕ¼ÀîďĈ¨î¼ĈÀîÕõĄğÕ¶ÀāĄÀĈÕ¼ÀîďĈÕî ¨¼¼ÕďÕõîďõďÒÀāÀîĈÕõîÕî¶õíÀāĄõğÕ¼À¼Ĕî¼ÀĄďÒÀXç¨îǾgÒÀ_[XƊƈƊƈĈĔāāçÀíÀîďĈďÒÀāÀîĈÕõîµÀîÀŵďĈõËďÒÀXç¨îµĦ āĄõğÕ¼Õį̂ďõď¨çµÀîÀŵď¨ďĄÀďÕĄÀíÀîď¼ÀďÀĄíÕîÀ¼¨ĈƊāÀĄ¶Àîďõ˨ā¨ĄďÕ¶Õā¨îďɉĈÒÕÌÒÀĈď¶õîĈÀ¶ĔďÕğÀŵğÀȺĦÀ¨Ą¨ğÀĄ¨ÌÀāÀîĈÕõçÀ ĄÀíĔîÀĄ¨ďÕõîíĔçďÕāçÕÀ¼µĦďÒÀďõď¨çîĔíµÀĄõËĦÀ¨ĄĈõ˶ĄÀ¼ÕďÀ¼ĈÀĄğÕ¶ÀǾgÒÀĄÀÕĈ¨í¨ĥÕíĔí¶¨āõîďõď¨çµÀîÀŵďĈõËƏƈāÀĄ¶ÀîďõË the average pensionable remuneration. Pensionable remuneration for Ms. Tyfting under the SERP 2020 is equal to her base salary plus the actual annual performance bonus ā¨Õ¼ďõÒÀĄÕĈÒǾĈÕĈ¶õííõîĠÕďÒîõîȺĄÀÌÕĈďÀĄÀ¼āç¨îĈõËďÒÕĈî¨ďĔĄÀǿďÒÀ_[XƊƈƊƈÕĈĔîËĔî¼À¼ǾgÒÀāÀîĈÕõîµÀîÀŵďĈĔî¼ÀĄ ďÒÀĄÀÌÕĈďÀĄÀ¼Xç¨î¨î¼ďÒÀ_[XƊƈƊƈ¨ĄÀā¨Ħ¨µçÀËõĄ¨ā¨ĄďÕ¶Õā¨îďɉĈçÕËÀďÕíÀǿĠÕďÒ¨ƎƈāÀĄ¶ÀîďµÀîÀŵďā¨Ħ¨µçÀďõďÒÀĈĔĄğÕğÕîÌ spouse. The normal retirement age is 65. Early retirement is permitted as early as age 45 if the participant has at least 25 years of continuous ĈÀĄğÕ¶ÀǾ[ÀďÕĄÀíÀîďµÀîÀŵďĈ¨ĄÀîõďĄÀ¼Ĕ¶À¼ÕËďÒÀā¨ĄďÕ¶Õā¨îďĄÀďÕĄÀĈõîõĄ¨ËďÀĄ¨ÌÀƍƍĠÕďÒ¨ďçÀ¨ĈďƊƍĦÀ¨ĄĈõ˶ĄÀ¼ÕďÀ¼ĈÀĄğÕ¶ÀǿõĄõî õĄ¨ËďÀĄ¨ÌÀƎƈĠÕďÒ¨ďçÀ¨ĈďƊƈĦÀ¨ĄĈõ˶ĄÀ¼ÕďÀ¼ĈÀĄğÕ¶ÀǾLďÒÀĄĠÕĈÀǿďÒÀ¨îîĔ¨çµÀîÀŵďÕĈĄÀ¼Ĕ¶À¼ĈõďÒ¨ďďÒÀÀ¨ĄçĦĄÀďÕĄÀíÀîďµÀîÀŵďĈ are actuarially equivalent to the unreduced pension at the earliest unreduced retirement age. ËËÀ¶ďÕğÀ;¨îĔ¨ĄĦƉǿƊƈƊƈǿEĈǾgĦËďÕî̶À¨ĈÀ¼ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨î¨î¼_¨ğÕîÌĈXç¨î¨î¼¶õííÀî¶À¼ participation in the DB Plan and the SERP 2020. gÒÀËõççõĠÕîÌ卑çÀĈÀďĈõĔďÕîËõĄí¨ďÕõ̀Ą¼ÕîÌEĄǾXĔĄÕďďɉĈXç¨î¨î¼_[ĄÀďÕĄÀíÀîďµÀîÀŵďĈ¨î¼EĈǾgĦËďÕîÌɉĈXç¨î¨î¼ _[XƊƈƊƈĄÀďÕĄÀíÀîďµÀîÀŵďĈ¨ĈõËÀ¶ÀíµÀĄƋƉǿƊƈƊƊǾ Name Plan Name Number of Years ĄÀ¼ÕďÀ¼_ÀĄğÕ¶ÀȬȌȭ Present Value of Accumulated ÀîÀŵďȬʈȭȬƉȭ Payments During Last &ÕĈ¶¨ç~À¨ĄȬʈȭ Jeff Puritt DB Plan 7 239,942(2) Ƚ SRA 21 9,641,904(3) Ƚ Marilyn Tyfting DB Plan 3 91,968(4) Ƚ SERP 2020 3 211,122(5) Ƚ (1) gÒÀāĄÀĈÀîďğ¨çĔÀõËďÒÀ¨¶¶ĔíĔç¨ďÀ¼µÀîÀŵďÕĈ¶¨ç¶Ĕç¨ďÀ¼ĔĈÕį̂ğ¨çĔ¨ďÕõîíÀďÒõ¼¨î¼¨ĈĈĔíāďÕõîĈ¶õîĈÕĈďÀîďĠÕďÒďÒÀíõĈďĄÀ¶Àîďŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈ¨î¼ÕĈµ¨ĈÀ¼ on a projection of both pensionable earnings and credited service. Key economic assumptions include a discount rate of 5.05 per cent per annum. Mortality rates are assumed to follow the 80 per cent of the Canadian Pensioners’ Monthly CPM-2014 Private Sector Mortality Table with generational projection using the CPM-B improvement scale. Certain other assumptions have been made with respect to retirements and withdrawals. (2) This value is converted from CAD$323,300 to USD using an exchange rate on December 30, 2022, of $0.74. (3) This value is converted from CAD$13,029,600 to USD using an exchange rate on December 30, 2022, of $0.74. (4) This value is converted from CAD$123,200 to USD using an exchange rate on December 30, 2022, of $0.74. (5) This value is converted from CAD$285,300 to USD using an exchange rate on December 30, 2022, of $0.74. |
| 2023 Information Circular | TELUS International FõîȺăĔ¨çÕŵÀ¼¨ËďÀĄȺď¨ĥ¨¶¶õĔîď EĄǾXĔĄÕďďǿEĈǾ=¨îĔ¨î¼EĈǾgĦËďÕîÌÒ¨ğÀĄÀďÕĄÀíÀîďµÀîÀŵďĈÕîďÒÀ_¨ğÕîÌĈXç¨îǾgÒÀ_¨ğÕîÌĈXç¨îÕĈ¨ɆďõāȺĔāɇāĄõÌĄ¨íďÒ¨ďĠõĄäĈÕî ¶õîáĔî¶ďÕõîĠÕďÒďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îǾgÒÀ_¨ğÕîÌĈXç¨î¨ççõĠĈā¨ĄďÕ¶Õā¨îďĈďõ¶õîďĄÕµĔďÀďõĠ¨Ą¼ďÒÀÕĄĄÀďÕĄÀíÀîďÕîÀĥ¶ÀĈĈõË ĠÒ¨ďďÒÀ¨î¨¼¨[ÀğÀîĔÀÌÀî¶ĦȬ[ȭāÀĄíÕďĈā¨ĄďÕ¶Õā¨îďĈďõ¶õîďĄÕµĔďÀ¨îîĔ¨ççĦĔî¼ÀĄďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îǾ Participants can elect to contribute between 3 per cent and 10 per cent of their income and, based on their election, the Company will make a matching contribution that ranges between 3 per cent and 8 per cent. Contributions up to the CRA maximum annual ¶õîďĄÕµĔďÕõîçÕíÕ逸À¼ÀāõĈÕďÀ¼ÕîďÒÀā¨ĄďÕ¶Õā¨îďɉĈÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îǾLî¶ÀďÒÀ[í¨ĥÕíĔí¨îîĔ¨ç¶õîďĄÕµĔďÕõîçÕíÕď is reached, participants may continue to make contributions and receive the employer contributions in the Savings Plan. Unlike ā¨ĄďÕ¶Õā¨îď¶õîďĄÕµĔďÕõîĈÕîďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îǿĠÒÕ¶Ò¨ĄÀí¨¼Àõî¨āĄÀȺď¨ĥµ¨ĈÕĈǿā¨ĄďÕ¶Õā¨îď¨î¼ÀíāçõĦÀĄ¶õîďĄÕµĔďÕõîĈ in the Savings Plan are made on an after-tax basis. A participant is always fully vested in the participant’s own contributions; a participant vests in the Company contributions after the participant’s termination of employment. A participant pays taxes on any investment gains and losses in the Savings Plan annually. EĈǾ=¨îĔā¨ĄďÕ¶Õā¨ďÀĈÕîďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨î¨î¼_¨ğÕîÌĈXç¨î¨ďďÒÀƐāÀĄ¶Àîď¶õîďĄÕµĔďÕõîçÀğÀçËõĄĠÒÕ¶ÒĈÒÀĄÀ¶ÀÕğÀĈ a corresponding 8 per cent Company match. Mr. Puritt participated in the Savings Plan prior to 2016, but effective January 1, 2016, EĄǾXĔĄÕďď¶À¨ĈÀ¼ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀ_¨ğÕîÌĈXç¨î¨î¼¶õííÀî¶À¼ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀĄÀÌÕĈďÀĄÀ¼¼ÀŵîÀ¼µÀîÀŵďāç¨î¨î¼ďÒÀ_[Ǿ Ms. Tyfting ceased participation in the Savings Plan effective January 1, 2020.The following table provides information regarding Mr. XĔĄÕďďɉĈǿEĈǾ=¨îĔɉĈ¨î¼EĈǾgĦËďÕîÌɉĈµÀîÀŵďĈĔî¼ÀĄďÒÀ_¨ğÕîÌĈXç¨î¨ĈõËÀ¶ÀíµÀĄƋƉǿƊƈƊƊǿ¼ÕĈ¶çõĈÀ¼āĔĄĈĔ¨îďďõ0ďÀíƌƈƊȬÕȭõË Regulation S-K of the Securities Act. Name Executive Contributions in Last &ÕĈ¶¨ç~À¨ĄȬʈȭ Registrant Contributions in Last &ÕĈ¶¨ç~À¨ĄȬʈȭȬƉȭ Aggregate Earnings in ?¨Ĉď&ÕĈ¶¨ç~À¨ĄȬʈȭȬƊȭ Aggregate Withdrawals/ ÕĈďĄÕµĔďÕõîĈȬʈȭ Aggregate Balance at Last Fiscal ~À¨ĄȺî¼Ȭʈȭ Jeff Puritt Ƚ Ƚ (65,979) Ƚ 312,360(3) Vanessa Kanu 34,178(4) 34,178(4) (4,351) 117,568(5) Marilyn Tyfting Ƚ Ƚ (29,593) Ƚ 140,553(6) (1) Represents Company contributions under the Savings Plan. (2) Represents aggregate earnings based on investment performance. (3) The value is converted from CAD $422,108 to USD using an exchange rate on December 30, 2022, of $0.74. (4) The value is converted from CAD $46,186 to USD using an exchange rate on December 30, 2022, of $0.74. (5) The value is converted from CAD $238,597 to USD using an exchange rate on December 30, 2022, of $0.74. (6) The value is converted from CAD $158,875 to USD using an exchange rate on December 30, 2022, of $0.74. 78 |
| TELUS International | 2023 Information Circular We entered into an employment agreement with Ms. Kanu setting forth the terms and conditions of her employment as our Chief &Õî¨î¶Õ¨çLËŵ¶ÀĄǿÀËËÀ¶ďÕğÀ_ÀāďÀíµÀĄƏǿƊƈƊƈǾEĈǾ=¨îĔɉĈÀíāçõĦíÀîď¨ÌĄÀÀíÀîďāĄõğÕ¼ÀĈËõĄȬƉȭ¨µ¨ĈÀĈ¨ç¨ĄĦȬ¶ĔĄĄÀîďçĦ $633,014); (2) an annual incentive bonus target (70 per cent in 2022 and 60 per cent in 2021) of her annual base salary, and for 2020 only, the annual incentive compensation award will be no less than CAD $210,000 (70 per cent of the target award); (3) participation in the MIP and 2021 LTIP; (4) a signing bonus of CAD $500,000 (subject to repayment by Ms. Kanu if she resigned prior to September 7, 2021, breaches her employment agreement or the restrictive covenants to which she is bound or engages in conduct constituting just cause); (5) certain perquisites, including reimbursement of annual membership fees for professional associations and other µĔĈÕîÀĈĈȺĄÀç¨ďÀ¼ÀĥāÀîĈÀĈȁ¨î¼ȬƎȭā¨ĄďÕ¶Õā¨ďÕõîÕîõďÒÀĄµÀîÀŵďāç¨îĈõËďÒÀõíā¨îĦǿÕî¶çĔ¼ÕîÌďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îǾ Under her employment agreement, Ms. Kanu is also entitled to receive a grant of long-term incentive compensation with a grant value of $1,200,000 and a grant of phantom restricted share units with a grant value of $750,000. If Ms. Kanu’s employment is terminated by the Company without just cause, she will be entitled to a lump-sum severance payment ÀăĔ¨çďõƉƊíõîďÒĈõËÒÀĄďÒÀîȺ¶ĔĄĄÀîﵨĈÀĈ¨ç¨ĄĦǿ¨ĈĠÀçç¨Ĉ¶õîďÕîĔÀ¼ÒÀ¨çďÒµÀîÀŵďĈ¨î¼¶õîďÕîĔÀ¼ÀíāçõĦÀĄ¶õîďĄÕµĔďÕõîĈďõ ďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îËõĄƉƊíõîďÒĈǾEĈǾ=¨îĔÕĈ¨çĈõÀîďÕďçÀ¼ďõÀĥÀĄ¶ÕĈÀ¨îĦĄÕÌÒďĈĠÕďÒĄÀĈāÀ¶ďďõÀăĔÕďĦ¨Ġ¨Ą¼Ĉ¨ĄÕĈÕîÌ 79 Jeff Puritt Vanessa Kanu On May 1, 2018, we entered into an employment agreement with Mr. Puritt setting forth the terms and conditions of his employment as õĔĄXĄÀĈÕ¼Àîď¨î¼ÒÕÀËĥÀ¶ĔďÕğÀLËŵ¶ÀĄǿĠÒÕ¶ÒĠ¨Ĉ¨íÀî¼À¼õî;ĔîÀƉƐǿƊƈƉƑǾEĄǾXĔĄÕďďɉĈÀíāçõĦíÀîď¨ÌĄÀÀíÀîďāĄõğÕ¼ÀĈËõĄȬƉȭ¨ base salary (currently $850,000); (2) an annual incentive bonus target of 100 per cent of his annual base salary in 2018, and thereafter, an annual incentive bonus target as determined by the Human Resources Committee, in consultation with the Chair of the Board (currently 150 per cent); (3) participation in the MIP; (4) opportunity to earn an additional annual allowance of $25,000; (5) certain perquisites, including reimbursement of moving and legal expenses related to his employment agreement up to $250,000, and annual membership fees for professional associations, other business-related expenses and a vehicle allowance; (6) participation in other µÀîÀŵďāç¨îĈõËďÒÀõíā¨îĦȁ¨î¼ȬƏȭ¶õîďÕîĔÀ¼ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀXç¨î¨î¼_[Ǿ If Mr. Puritt’s employment is terminated by the Company without just cause, he will be entitled to a lump-sum severance payment ÀăĔ¨çďõƉƐíõîďÒĈõËÒÕĈďÒÀîȺ¶ĔĄĄÀîﵨĈÀĈ¨ç¨ĄĦǿ¨ĈĠÀçç¨Ĉ¶õîďÕîĔÀ¼µÀîÀŵďĈǿL[āĄÀíÕĔí¶õğÀĄ¨ÌÀ¨î¼¶õîďÕîĔÀ¼ participation in the TELUS pension plans for such period of time. If at any time during the 18 months following the termination date, Mr. Puritt’s age plus years of service equals at least 80, then all of Mr. Puritt’s equity in the MIP will continue to vest and be paid out according to the original schedule set forth in the employment agreement and subject to the criteria established in the MIP. Applying this formula, if Mr. Puritt’s employment is terminated without just cause, then his age plus years of service will be equal to 80 and his āÀîĈÕõîĠÕççµÀ¼ÀÀíÀ¼ËĔççĦğÀĈďÀ¼ǾEĄǾXĔĄÕďďÕĈ¨çĈõÀîďÕďçÀ¼ďõ¶ÀĄď¨ÕîĈÀğÀĄ¨î¶ÀµÀîÀŵďĈĔāõîďÀĄíÕî¨ďÕõî¼ĔÀďõ¼ÕĈ¨µÕçÕďĦǾEĄǾ Puritt’s employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment and õîÀȺĦÀ¨ĄāõĈďȺďÀĄíÕî¨ďÕõîõËÀíāçõĦíÀîďǿ¨ĈĠÀçç¨ĈāÀĄāÀďĔ¨ç¶õîŵ¼ÀîďÕ¨çÕďĦ¶õğÀî¨îďĈǾççĈÀğÀĄ¨î¶ÀµÀîÀŵďĈ¨ĄÀĈĔµáÀ¶ďďõďÒÀ execution and non-revocation of a general release. &õççõĠÕîÌďÒÀÕîÕďÕ¨çāĔµçÕ¶õËËÀĄÕîÌǿEĄǾXĔĄÕďď¨î¼g?l_¨ÌĄÀÀ¼ďÒ¨ďEĄǾXĔĄÕďďĠõĔç¼Òõç¼ËõĄĈāÀ¶ÕŵÀ¼āÀĄÕõ¼ĈĔāďõ¨í¨ĥÕíĔí of 2,721,295 of our subordinate voting shares issuable to Mr. Puritt in connection with equity awards granted to him between 2016 through our initial public offering, less the number of subordinate voting shares withheld to cover the exercise price, taxes or fees due upon the exercise or vesting of such awards. The holding periods will expire with respect to 20 per cent of the subordinate voting shares received upon exercise of long-term incentive awards (including Options), equity-settled Phantom Options or otherwise held as of the second anniversary of our initial public offering, 60 per cent on the third anniversary of our initial public offering, and 100 per cent on the fourth anniversary of our initial public offering, provided that, in each case, the sale of subordinate voting shares following the expiration of the applicable holding periods is subject to our share ownership guidelines and our Insider Trading Policy. The arrangement provides Mr. Puritt with certain rights to participate in registered offerings we undertake and a put right to cause TELUS to acquire at fair market value subordinate voting shares following the expiration of the applicable holding period, to the extent not previously sold. If Mr. Puritt’s employment is terminated by the Company without cause or due to death or disability, all holding requirements will lapse, and Mr. Puritt may exercise a put right for TELUS within 12 months of such termination. In the event of Mr. Puritt’s resignation, retirement or termination of employment by the Company with cause, all holding requirements, offering rights and put rights will lapse. We have entered into employment agreements with Mr. Puritt and Ms. Kanu, respectively, and offers of employment with each of our õďÒÀĄFLĈǾ¨¶ÒÀíāçõĦíÀîď¨ÌĄÀÀíÀîďÒ¨Ĉ¨îÕî¼ÀŵîÕďÀďÀĄíǾgÒÀí¨ďÀĄÕ¨çďÀĄíĈõËÀ¨¶ÒõËõĔĄFLÀíāçõĦíÀîď¨ÌĄÀÀíÀîďĈ follow: Summary of NEO employment and separation agreements |
| 2023 Information Circular | TELUS International Maria Pardee Marilyn Tyfting Michael Ringman On February 22, 2021 we entered into an offer of employment with Ms. Pardee setting forth the terms and conditions of her ÀíāçõĦíÀîď¨ĈõĔĄÒÕÀËõííÀĄ¶Õ¨çLËŵ¶ÀĄǾEĈǾX¨Ą¼ÀÀɉĈõËËÀĄçÀďďÀĄāĄõğÕ¼ÀĈËõĄȬƉȭ¨µ¨ĈÀĈ¨ç¨ĄĦȬ¶ĔĄĄÀîďçĦʈƌƍƈǿƈƈƈȭȁȬƊȭ¨î¨îîĔ¨ç Õî¶ÀîďÕğÀµõîĔĈ逸ÌÀďȬ¶ĔĄĄÀîďçĦƏƈāÀĄ¶ÀîďȭõËÒÀĄ¨îîĔ¨çµ¨ĈÀĈ¨ç¨ĄĦȁȬƋȭā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀ?g0XȁȬƌȭā¨ĄďÕ¶Õā¨ďÕõîÕîõďÒÀĄµÀîÀŵď plans of the Company; and (5) a signing bonus of $250,000. Under her employment agreement, Ms. Pardee was also entitled to receive an annual payment of $75,000 in the fourth quarter of 2021 and 2022; and for the 2021 and 2022 performance years, a bonus up to a maximum of $100,000, based on the achievement of annual net new sales target on a prorated basis for achievement of or exceeding 75 per cent of target at the Company’s sole and absolute discretion. Ms. Pardee was also entitled to receive an initial grant of long-term incentive compensation of restricted share units and performance share units with a total grant value of $1,000,000. In the event that Ms. Pardee’s employment is terminated by the Company without just cause (and not in response to a notice of resignation), she will be entitled to a gross lump-sum severance payment equal to six months of her then-current base salary, plus one additional month of base salary for each complete calendar year of service performed by Ms. Pardee up to a maximum termination ā¨ĦíÀîďÀăĔ¨çďõ¨āÀĄÕõ¼õËƉƐíõîďÒĈǿ¨ĈĠÀçç¨Ĉ¨çĔíāȺĈĔíā¨ĦíÀîďÀăĔ¨çďõďÒÀõíā¨îĦɉĈ¶õîďĄÕµĔďÕõîĈďõÒÀĄÒÀ¨çďÒµÀîÀŵďĈ for such period of time. The base salary calculation includes Ms. Pardee’s base salary at the time of termination and her monthly average performance bonus earnings based upon the previous four performance bonus cash payments as of the date of termination. Ms. Pardee’s employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment ¨î¼õîÀȺĦÀ¨ĄāõĈďȺďÀĄíÕî¨ďÕõîõËÀíāçõĦíÀîďǿ¨ĈĠÀçç¨Ĉ¶õîŵ¼ÀîďÕ¨çÕďĦ¶õğÀî¨îďĈǾççĈÀğÀĄ¨î¶ÀµÀîÀŵďĈ¨ĄÀĈĔµáÀ¶ďďõďÒÀ execution and non-revocation of a general release. On August 18, 2015, we entered into an offer of employment with Ms. Tyfting setting forth the terms and conditions of her ÀíāçõĦíÀîď¨ĈõĔĄ_ÀîÕõĄwÕ¶ÀXĄÀĈÕ¼Àîď¨î¼ÒÕÀËõĄāõĄ¨ďÀLËŵ¶ÀĄǾEĈǾgĦËďÕîÌɉĈõËËÀĄçÀďďÀĄāĄõğÕ¼ÀĈËõĄȬƉȭ¨µ¨ĈÀĈ¨ç¨ĄĦȬ¶ĔĄĄÀîďçĦ CAD$474,008); (2) an annual incentive bonus target (70 per cent in 2022 and 60 per cent in 2021) of her annual base salary; (3) ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀE0XȁȬƌȭā¨ĄďÕ¶Õā¨ďÕõîÕîõďÒÀĄµÀîÀŵďāç¨îĈõËďÒÀõíā¨îĦȁȬƍȭ¨îÕîÕďÕ¨çÌĄ¨îďõËʈƊƍƈǿƈƈƈĔî¼ÀĄďÒÀE0XȁȬƎȭ eligibility to participate in a TELUS management performance share unit plan; and (7) certain perquisites, including a Company leased vehicle with a capital cost allowance of CAD$40,000 or a vehicle allowance (currently CAD$1,250) per month, paid parking, executive ÒõíÀõËŵ¶ÀÀăĔÕāíÀîďǿ¨ďÀçÀ¶õííĔîÕ¶¨ďÕõîĈāĄõ¼Ĕ¶ďĈ¨î¼ĈÀĄğÕ¶ÀĈ¼ÕĈ¶õĔîď¨î¼ā¨ĄďÕ¶Õā¨ďÕõîÕîďÒÀÒÀ¨çďÒ¨ĈĈÀĈĈíÀîďāĄõÌĄ¨íǾ If Ms. Tyfting’s employment is terminated by the Company without just cause, she will be entitled to a lump-sum severance payment ÀăĔ¨çďõƉƐíõîďÒĈõËÒÀĄďÒÀîȺ¶ĔĄĄÀîﵨĈÀĈ¨ç¨ĄĦǿ¨ĈĠÀçç¨Ĉ¶õîďÕîĔÀ¼ÒÀ¨çďÒµÀîÀŵďĈËõĄĈĔ¶ÒāÀĄÕõ¼õËďÕíÀǾEĈǾgĦËďÕîÌÕĈ¨çĈõ entitled to exercise any rights arising as a result of her termination of employment pursuant to the express terms of the MIP and the TELUS management performance share unit plan and any applicable award agreement thereunder. Ms. Tyfting’s employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment and one-year post-ďÀĄíÕî¨ďÕõîõËÀíāçõĦíÀîďǿ¨ĈĠÀçç¨Ĉ¶õîŵ¼ÀîďÕ¨çÕďĦ¶õğÀî¨îďĈǾççĈÀğÀĄ¨î¶ÀµÀîÀŵďĈ¨ĄÀĈĔµáÀ¶ďďõďÒÀÀĥÀ¶ĔďÕõî¨î¼îõîȺ revocation of a general release. On May 17, 2012, we entered into an offer of employment with Mr. Ringman setting forth the terms and conditions of his employment as our Vice President Information Technology. Mr. Ringman’s offer letter provides for (1) an initial base salary (currently $350,000); (2) an annual incentive bonus target (currently 60 per cent) of his annual base salary; (3) participation in the MIP; (4) participation in other µÀîÀŵďāç¨îĈõËďÒÀõíā¨îĦȁ¨î¼Ȭƍȭ¨îÕîÕďÕ¨çÌĄ¨îďõËʈƌƈǿƈƈƈĔî¼ÀĄďÒÀE0XĔāõîďÒÀ¶õíāçÀďÕõîõËĈÕĥíõîďÒĈõËÀíāçõĦíÀîďǾ In the event that Mr. Ringman’s employment is terminated by the Company without just cause (and not in response to a notice of resignation), he will be entitled to a gross lump-sum payment equal to six months of base salary, plus one additional month of base salary for each complete calendar year of service performed by Mr. Ringman, up to a maximum termination payment equal to a āÀĄÕõ¼õËƉƐíõîďÒĈǿ¨ĈĠÀçç¨Ĉ¨çĔíāȺĈĔíā¨ĦíÀîďÀăĔ¨çďõďÒÀõíā¨îĦɉĈ¶õîďĄÕµĔďÕõîĈďõÒÕĈÒÀ¨çďÒµÀîÀŵďĈËõĄĈĔ¶ÒāÀĄÕõ¼õË time. The base salary calculation includes Mr. Ringman’s base salary at the time of termination and his monthly average performance µõîĔĈÀ¨ĄîÕîÌĈµ¨ĈÀ¼ĔāõîďÒÀāĄÀğÕõĔĈËõĔĄāÀĄËõĄí¨î¶ÀµõîĔĈ¶¨ĈÒā¨ĦíÀîďĈ¨ĈõËďÒÀ¼¨ďÀõËďÀĄíÕî¨ďÕõîǾççĈÀğÀĄ¨î¶ÀµÀîÀŵďĈ are subject to the execution of a general release. 80 as a result of her termination of employment pursuant to the express terms of the applicable equity plan. Ms. Kanu’s employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment and one-year post-ďÀĄíÕî¨ďÕõîõËÀíāçõĦíÀîďǿ¨ĈĠÀçç¨ĈāÀĄāÀďĔ¨ç¶õîŵ¼ÀîďÕ¨çÕďĦ¶õğÀî¨îďĈǾççĈÀğÀĄ¨î¶ÀµÀîÀŵďĈ¨ĄÀĈĔµáÀ¶ďďõďÒÀÀĥÀ¶ĔďÕõî¨î¼ non-revocation of a general release. |
| 81 TELUS International | 2023 Information Circular Employment of an NEO may be terminated by any of the following means: resignation by the executive, termination by the Company for just cause, termination by the Company without just cause, the retirement of the executive or disability or death of the executive. _ÀğÀĄ¨î¶ÀÀîďÕďçÀíÀîďĈ¨ĄÀĈÀďõĔďÕîÕî¼ÕğÕ¼Ĕ¨çFLÀíāçõĦíÀîď¨ÌĄÀÀíÀîďĈ¨î¼ďÒÀE0XǾ_ÀÀɆȽ_Ĕíí¨ĄĦõËFLíāçõĦíÀîď ¨î¼_Àā¨Ą¨ďÕõîÌĄÀÀíÀîďĈǿɇɆȽXõďÀîďÕ¨çX¨ĦíÀîďĈlāõîgÀĄíÕî¨ďÕõîõĄÒ¨îÌÀȺÕîȺõîďĄõçɇ¨î¼ɆȽLíîÕµĔĈ?õîÌȺgÀĄí0î¶ÀîďÕğÀ Plan (MIP)” for more information regarding NEO severance entitlements. gÒÀ?g0X¶õîď¨ÕîĈ¶Ò¨îÌÀõ˶õîďĄõçāĄõğÕĈÕõîĈȬ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀ?g0X¨î¼µÀçõĠÕîɆȽLíîÕµĔĈ?õîÌȺgÀĄí0î¶ÀîďÕğÀXç¨îȬE0Xȭ ȽÒ¨îÌÀõËõîďĄõçɇȭǾlāõҨîÌÀõ˶õîďĄõçõËďÒÀõíā¨îĦǿďÒÀõ¨Ą¼õËÕĄÀ¶ďõĄĈí¨Ħď¨äÀõîÀõĄíõĄÀõËďÒÀËõççõĠÕîÌ actions: (1) arrange for the Options to be assumed by, or similar options to be substituted by, the bidder or a continuing entity, subject to satisfying certain stated criteria; (2) accelerate the vesting of the Options; (3) make a determination as to the market price for the purpose of further actions with respect to the Options; (4) arrange for cash or other compensation in exchange for a surrender of any Options; or (5) make any other determinations as appropriate. If the Board of Directors does not accelerate unvested awards upon a change of control of the Company, then for any participant whose employment is terminated without just cause within 12 months of the change of control, all unvested Options and RSUs will vest on the termination date and be exercisable for 90 days following ďÀĄíÕî¨ďÕõîǾ&õĄíõĄÀÕîËõĄí¨ďÕõîõîďÒÀ¶Ò¨îÌÀõ˶õîďĄõçāĄõğÕĈÕõîĈĈÀÀɆȽXõďÀîďÕ¨çX¨ĦíÀîďĈlāõîgÀĄíÕî¨ďÕõîõĄÒ¨îÌÀȺÕîȺ õîďĄõçɇ¨î¼ɆȽLíîÕµĔĈ?õîÌȺgÀĄí0î¶ÀîďÕğÀXç¨îȬE0XȭȽÒ¨îÌÀõËõîďĄõçɇǾ ¨¶ÒFLÕĈĈĔµáÀ¶ďďõ¨āĄõÒÕµÕďÕõîõîďÒÀÕíāĄõāÀĄ¼ÕĈ¶çõĈĔĄÀ¨î¼ĔĈÀõ˶õîŵ¼ÀîďÕ¨çÕîËõĄí¨ďÕõî¨î¼¨õîÀȺĦÀ¨ĄîõîȺĈõçÕ¶Õď¨ďÕõî restriction following termination. Certain NEOs are also subject to a one-year non-compete restriction following termination. gÒÀā¨ĦíÀîďĈ¨î¼µÀîÀŵďĈ¼ÀĈ¶ĄÕµÀ¼ÕîďÒÀ卑çÀÕîɆȽXõďÀîďÕ¨çX¨ĦíÀîďĈlāõîgÀĄíÕî¨ďÕõîõĄÒ¨îÌÀȺÕîȺõîďĄõçɇ¨ĄÀĈĔµáÀ¶ď to each NEO’s compliance with the post-employment obligations in each of their executive employment agreements, including ¶õíāçÕ¨î¶ÀĠÕďÒďÒÀ¶õîŵ¼ÀîďÕ¨çÕďĦāĄõğÕĈÕõîĈǿĠÒÕ¶Ò¨ĄÀîõďçÕíÕďÀ¼ÕîďÕíÀǾµĄÀ¨¶ÒõËďÒÀĈÀ¶õî泌¶ďĔ¨çāĄõğÕĈÕõîĈĠÕççĄÀĈĔçďÕî the immediate termination of any and all entitlement of the NEO to continue to be compensated, except and only to the extent that compensation is owed under applicable law. 0¶õĄ¼¨î¶ÀĠÕďÒďÒÀ¶õíāÀîĈ¨ďÕõîďĄÀ¨ďíÀîďĔî¼ÀĄďÒÀğ¨ĄÕõĔĈďÀĄíÕî¨ďÕõîÀğÀîďĈõĔďçÕîÀ¼Ĕî¼ÀĄɆȽ_ÀğÀĄ¨î¶ÀõîgÀĄíÕî¨ďÕõîõË íāçõĦíÀîďɇ¨î¼ɆȽÒ¨îÌÀõËõîďĄõçɇďÒÀËõççõĠÕîÌ卑çÀĈÀďĈõĔďďÒÀāõďÀîďÕ¨çÕÀíÀîď¨ç¨íõĔîďĈďÒ¨ďí¨ĦµÀā¨Ħ¨µçÀďõÀ¨¶Ò NEO, assuming a termination date of December 30, 2022 (based on a closing Company share price of $19.79 on December 30, 2022). The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those set forth in the following table: Severance on termination of employment Change of control õîŵ¼ÀîďÕ¨çÕďĦǿîõîȺ¶õíāÀďÀ¨î¼îõîȺĈõçÕ¶Õď Potential payments upon termination or change-in-control |
| 2023 Information Circular | TELUS International Annual Cash Long-Term Incentives ÀîÀŵďĈ Ȭʈȭ Continued Pension Accrual Ȭʈȭ Total Ȭʈȭ Base Salary Ȭʈȭ Bonus Ȭʈȭ Options Ȭʈȭ RSUs Ȭʈȭ PSUs Ȭʈȭ Jeff Puritt Resignation(1) 212,500(2) ȽȽȽȽȽȽ 212,500 Termination without just cause(4) 1,275,000(3) Ƚ Ƚ 1,795,110 1,844,565 41,395(5) 732156(6) 5,688,226 Retirement(7) ȽȽȽ 7,090,579 4,562,723 Ƚ Ƚ 11,653,302 Disability(8) 1,275,000(8) Ƚ Ƚ 7,090,579 4,562,723 41,395(5) 404854 13,374,551 Death(10) ȽȽȽ 7,090,579 4,562,723 Ƚ Ƚ 11,653,302 Termination with just cause ȽȽȽȽȽȽȽȽ Change of control(11) ȽȽȽ 7,090,579 4,562,723 Ƚ Ƚ 11,653,302 Vanessa Kanu Resignation(1) ȽȽȽȽȽȽȽȽ Termination without just cause (4) 468,430(12) Ƚ Ƚ 594,343 305,167 1,646(5) 11389(13) 1,380,975 Retirement(7) ȽȽȽȽȽȽȽȽ Disability(8) ȽȽȽ 2,178,958 830,626 Ƚ Ƚ 3,009,584 Death(10) ȽȽȽ 2,178,958 830,626 Ƚ Ƚ 3,009,584 Termination with just cause ȽȽȽȽȽȽȽȽ Change of control(11) ȽȽȽ 2,178,958 830,626 Ƚ Ƚ 3,009,584 Maria Pardee Resignation(1) ȽȽȽȽȽȽȽȽ Termination without just cause (4) 262,500(14) 120,212(15) Ƚ 155,520 292,650 7,036(16) Ƚ 837,918 Retirement(7) ȽȽȽȽȽȽȽȽ Disability(8) ȽȽȽ 629,500 714,320 Ƚ Ƚ 1,343,820 Death(10) ȽȽȽ 629,500 714,320 Ƚ Ƚ 1,343,820 Termination with just cause ȽȽȽȽȽȽȽȽ Change of control(11) ȽȽȽ 629,500 714,320 Ƚ Ƚ 1,343,820 Marilyn Tyfting Resignation(1) ȽȽȽȽȽȽȽȽ Termination without just cause (4) 526,149(3) 217,758(17) Ƚ 411,303 226,694 2,469(5) 148814(18) 1,533,187 Retirement(7) ȽȽȽȽȽȽȽȽ Disability(8) ȽȽȽ 1,510,531 595,600 Ƚ 735486(19) 2,841,617 Death(10) ȽȽȽ 1,510,531 595,600 Ƚ Ƚ 2,106,131 Termination with just cause ȽȽȽȽȽȽȽȽ Change of control(11) ȽȽȽ 1,510,531 595,600 Ƚ Ƚ 2,106,131 Michael Ringman Resignation(1) ȽȽȽȽȽȽȽȽ Termination without just cause (4) 466,667(14) 188,403(15) Ƚ 287,910 191,666 25,060(16) Ƚ 1,159,706 Retirement(7) ȽȽȽȽȽȽȽȽ Disability(8) ȽȽȽ 1,069,511 476,286 Ƚ Ƚ 1,545,797 Death(10) ȽȽȽ 1,069,511 476,286 Ƚ Ƚ 1,545,797 Termination with just cause ȽȽȽȽȽȽȽȽ Change of control(11) ȽȽȽ 1,069,511 476,286 Ƚ Ƚ 1,545,797 82 |
| 83 TELUS International | 2023 Information Circular (1) Upon a voluntary resignation by an NEO, any unvested and vested award or any portion thereof will expire on the termination date. (2) Payment of a maximum of three months’ base salary will be provided if Mr. Puritt resigns but the Company elects to terminate his employment before the expiration of the notice. (3) Payment of a maximum of 18 months’ base salary at the time of termination. (4) Upon termination of employment without just cause, all unvested PSUs and RSUs, will vest pro-rata. Such pro-rata number is determined by multiplying the total number of PSUs and RSUs by a fraction where the numerator is the total number of calendar months between the applicable grant date of the award and the termination date and the denominator is the number of total calendar months (with any partial month counting as a full month for this purpose) in the original performance period. (5) EĄǾXĔĄÕďď¨î¼EĈǾgĦËďÕį̂ĄÀÀîďÕďçÀ¼ďõ¨í¨ĥÕíĔíõËƉƐíõîďÒĈõ˶õîďÕîĔÀ¼ÒÀ¨çďÒµÀîÀŵďĈǿ¨î¼EĈǾ=¨îĔÕĈÀîďÕďçÀ¼ďõ¨í¨ĥÕíĔíõËƉƊíõîďÒĈõ˶õîďÕîĔÀ¼ÒÀ¨çďÒ µÀîÀŵďĈǾ (6) Pursuant to his employment agreement, if Mr. Puritt’s employment is terminated without just cause, his pension will be deemed fully vested, and he is entitled to 18 months of continued vesting service under the DB Plan and SRA. This value is converted from CAD $989,400 to USD using an exchange rate on December 30, 2022, of $0.74. (7) Upon termination of employment due to disability of an NEO or an NEO’s retirement, all awards held by the NEO will continue to vest and be settled or exercised as if the NEO remained an active employee of the Company. Mr. Puritt is retirement eligible under the MIP as of June 1, 2020. (8) Payment of a maximum of 18 months’ base salary at the time of termination. However, if Mr. Puritt receives alternate income during any portion of the 18-month period, the Company’s payment obligations will cease. (9) Upon disability, Mr. Puritt is entitled to continue accruing service until his retirement date under the DB Plan and the SRA. For purposes of this table, we have calculated ďÒÀÕÀíÀîď¨çµÀîÀŵďďõEĄǾXĔĄÕďď¨ĈĈĔíÕîÌĄÀďÕĄÀíÀîď¨ď¨ÌÀƎƈǾgÒÕĈğ¨çĔÀÕĈ¶õîğÀĄďÀ¼ËĄõíʈƍƌƏǿƉƈƈďõl_ĔĈÕį̂îÀĥ¶Ò¨îÌÀĄ¨ďÀõîÀ¶ÀíµÀĄƋƈǿƊƈƊƊǿ of $0.74. (10) Upon the death of an NEO, all unvested Options, RSUs, and PSUs will immediately vest. (11) lāõîďÀĄíÕî¨ďÕõîõËÀíāçõĦíÀîďĠÕďÒõĔďáĔĈﶨĔĈÀĠÕďÒÕîƉƊíõîďÒĈËõççõĠÕį̂¶Ò¨îÌÀõ˶õîďĄõçȬ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀ?g0Xȭǿ¨ççĔîğÀĈďÀ¼LāďÕõîĈǿ[_lĈ¨î¼X_lĈĠÕçç vest on the termination date, and the RSUs and PSUs will be settled in accordance with the LTIP. (12) Payment of a maximum of 12 months’ base salary at the time of termination. This value is converted from CAD $633,014 to USD using an exchange rate on December 30, 2022, of $0.74. (13) EĈǾ=¨îĔÕĈÀîďÕďçÀ¼ďõƉƊíõîďÒĈõËÀíāçõĦÀĄ¶õîďĄÕµĔďÕõîĈďõďÒÀÀŵîÀ¼õîďĄÕµĔďÕõîXç¨îǾgÒÕĈğ¨çĔÀÕĈ¶õîğÀĄďÀ¼ËĄõíʈƉƍǿƋƑƈďõl_ĔĈÕį̂îÀĥ¶Ò¨îÌÀĄ¨ďÀ on December 30, 2022 of $0.74. (14) Payment equal to six months’ base salary plus one month of base salary for each completed year of service, up to a maximum total of 18 months. (15) Payment equal to six months’ severance bonus (the monthly bonus in an amount that is the average performance bonus earned by the NEO in the past four years, or less as applicable) plus one month of such severance bonus for each completed year of service, up to a maximum of 18 months. (16) X¨ĦíÀîďÀăĔ¨çďõĈÕĥíõîďÒĈõËõíā¨îĦ¶õîďĄÕµĔďÕõîĈďõÒÀ¨çďÒµÀîÀŵďĈȬÀĥ¶çĔ¼ÕîÌĈÒõĄďȺďÀĄí¨î¼çõîÌȺďÀĄí¼ÕĈ¨µÕçÕďĦȭǿāçĔĈõîÀíõîďÒËõĄÀ¨¶Ò¶õíāçÀďÀ¼ĦÀ¨ĄõË service, up to a maximum total of 18 months. (17) Payment equal to 18 months’ severance bonus (the monthly bonus in an amount that is the average performance bonus earned by Ms. Tyfting in the past two years). (18) Ms. Tyfting is entitled to 18 months of continued vesting service under the DB Plan and the SERP 2020. This value is converted from CAD $201,100 to USD using an exchange rate on December 30, 2022, of $0.74. (19) Upon disability, Ms. Tyfting is entitled to continue accruing service until her retirement date under the DB Plan and the SERP 2020. For purposes of this table, we Ò¨ğÀ¶¨ç¶Ĕç¨ďÀ¼ďÒÀÕÀíÀîď¨çµÀîÀŵďďõEĈǾgĦËďÕį̂ĈĈĔíÕîÌĄÀďÕĄÀíÀîď¨ď¨ÌÀƎƈǾgÒÕĈğ¨çĔÀÕĈ¶õîğÀĄďÀ¼ËĄõíʈƑƑƋǿƑƈƈďõl_ĔĈÕį̂îÀĥ¶Ò¨îÌÀĄ¨ďÀõî December 30, 2022, of $0.74. |
| 2023 Information Circular | TELUS International 84 We have entered into employment agreements with our CEO and CFO, respectively, and offer letters with our other NEOs. Details on FLĈÀğÀĄ¨î¶À¨ĄĄ¨îÌÀíÀîďĈ¶¨îµÀËõĔî¼µÀçõĠĔî¼ÀĄɆȽ_Ĕíí¨ĄĦõËFLíāçõĦíÀîď¨î¼_Àā¨Ą¨ďÕõîÌĄÀÀíÀîďĈɇǾ As required by SEC disclosure rules that we comply with, the following table and supporting details provide information on the ĄÀç¨ďÕõîĈÒÕāõ˶õíāÀîĈ¨ďÕõî¨î¼ŵî¨î¶Õ¨çāÀĄËõĄí¨î¶ÀËõĄõĔĄāĄÕî¶Õā¨çÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄȬɆXLɇȭ¨î¼ďÒÀ¨ğÀĄ¨ÌÀõËõĔĄîõîȺXL FLĈËõĄŵĈ¶¨çĦÀ¨ĄĈÀî¼ÕîÌÕîƊƈƊƊ¨î¼ƊƈƊƉǾ Employment agreements Pay versus performance Pay versus performance table The amounts set forth in the required table below are calculated pursuant to SEC rules but do not represent amounts that have actually been earned or realized, including with respect to equity awards granted to our executives. Performance and vesting ¶õî¼ÕďÕõîĈËõĄĈÀğÀĄ¨çõËďÒÀĈÀ¨Ġ¨Ą¼ĈÒ¨ğÀîõďĦÀďµÀÀîĈ¨ďÕĈŵÀ¼Ǿ The following table is our pay versus performance table. As described in footnote 11 to our Summary Compensation Table, due to the ďÕíÕîÌõËõĔĄÕîÕďÕ¨çāĔµçÕ¶õËËÀĄÕîÌÕîƊƈƊƉǿĠÀāõĈďāõîÀ¼ďÒÀŵî¨çE0XÌĄ¨îďËĄõíÕďĈõĄÕÌÕî¨çďÕíÕîÌÕîÀ¶ÀíµÀĄƊƈƊƈďõďÒÀÀËËÀ¶ďÕğÀ date of our initial public offering in February 2021. As a result, the compensation paid to the NEOs during 2021 includes amounts associated with this postponement and was not representative of their annual compensation for services rendered in 2021. Year Summary compensation table total for PEO" Compensation actually paid to PEOȬƉȭ Average summary compensation table total for non-PEO named executive õËŵ¶ÀĄĈȬƊȭ Average compensation actually paid to non-PEO named executive õËŵ¶ÀĄĈȬƋȭ w¨çĔÀõËÕîÕďÕ¨çŵĥÀ¼ $100 investment based on:" Net income ȬíÕççÕõîĈȭȬƎȭ Company selected measure ȬɆ_Eɇȭ Adjusted EBITDA ȬíÕççÕõîĈȭȬƏȭ Total shareholder returnȬƌȭ Peer group total shareholder returnȬƍȭ Ȭ¨ȭ Ȭµȭ Ȭ¶ȭ Ȭ¼ȭ ȬÀȭ ȬËȭ ȬÌȭ ȬÒȭ ȬÕȭ 2022 $10,472,635 $497,148 $1,650,605 $(334,697)(8) $79.16 $78.14 $183 $607 2021 $15,485,561 $21,832,256 $3,368,721 $5,337,890 $132.24(9) $136.61 $78 $540 Table to Footnote 1 relates to the PEO Year Reported summary compensation table total for PEO Reported value of equity awards in summary compensation tableȬ¨ȭ Equity award adjustmentsȬ¶ȭ Reported change in the actuarial present value of āÀîĈÕõîµÀîÀŵďĈ in summary compensation table Ȭµȭ XÀîĈÕõîµÀîÀŵď adjustmentsȬ¶ȭ Compensation actually paid to PEO 2022 $10,472,635 $6.625,020 $(4,038,392) $2,016,775 $2,704,700 $497,148 2021 $15,485,561 $12,151,166 $19,253,081 $1,199,220 $444,000 $21,832,256 (1) Represents the amount of “compensation actually paid” to Mr. Puritt, as computed in accordance with Item 402(v) of Regulation S-K and calculated in accordance with the following table. (a) Represents the amounts reported in “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable year. (b) µǾ[ÀāĄÀĈÀîďĈďÒÀ¨íõĔîďĈĄÀāõĄďÀ¼ÕîɆÒ¨îÌÀÕîXÀîĈÕõî¨î¼FõîăĔ¨çÕŵÀ¼ÀËÀĄĄÀ¼õíāÀîĈ¨ďÕõîɇ¶õçĔíîõËďÒÀ_Ĕíí¨ĄĦõíāÀîĈ¨ďÕõîg¨µçÀËõĄÀ¨¶Ò applicable year. (c) ¶ǾgÒÀ¨íõĔîďĈ¼À¼Ĕ¶ďÀ¼õĄ¨¼¼À¼Õç¶Ĕç¨ďÕîÌďÒÀďõď¨çÀăĔÕďĦ¨Ġ¨Ą¼¨î¼āÀîĈÕõîµÀîÀŵď¨¼áĔĈďíÀîďĈËõĄEĄǾXĔĄÕďďǿÕ¶õĄ¼¨î¶ÀĠÕďÒ0ďÀíƌƈƊȬğȭõË Regulation S-K, are as follows. |
| 85 TELUS International | 2023 Information Circular Table to Footnote 3 relates to the non-PEO NEOs Year Average reported summary compensation table total for non-PEO named executive õËŵ¶ÀĄĈ Average reported value of equity awards for non-PEO named executive õËŵ¶ÀĄĈ Average equity award adjustmentsȬ¨ȭ Average reported change in the actuarial present value of āÀîĈÕõîµÀîÀŵďĈ Average āÀîĈÕõîµÀîÀŵď adjustmentsȬ¨ȭ Average compensation actually paid to non-PEO named executive õËŵ¶ÀĄĈ 2022 $1,650,605 $1,050,017 $(968,122) $463 $33,300 $(334,697)(b) 2021 $3,368,721 $2,807,292 $4,788,726 $41,495 $29,230 $5,337,890 g¨µçÀďõ&õõďîõďÀƉȬ¶ȭĄÀç¨ďÀĈďõďÒÀXL Equity award adjustments XÀîĈÕõîµÀîÀŵď¨¼áĔĈďíÀîďĈ Year Year end fair value of equity awards Year over year change in fair value of outstanding and unvested equity awards Year over year change in fair value of equity awards granted in prior years that vested in the year Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise [ÀŶÀ¶ďÀ¼Õî Fair Value or Total Compensation Total equity award adjustments Pension service cost Prior service cost Total pension µÀîÀŵď adjustments 2022 $4,970,021 $(5,619,504) $(3,388,909) - - $(4,038,392) $490,620 $2,214,080 $2,704,700 2021 $15,550,411 $1,377,784 $2,324,886 - - $19,253,081 $444.00 - $444,000 g¨µçÀďõ&õõďîõďÀƋȬ¨ȭĄÀç¨ďÀĈďõďÒÀîõîȺXLFLĈ Equity award adjustments XÀîĈÕõîµÀîÀŵď¨¼áĔĈďíÀîďĈ Year Average year end fair value of equity awards Year over year average change in fair value of outstanding and unvested equity awards Year over year average change in fair value of equity awards granted in prior years that vested in the year Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year Average value of dividends or other earnings paid on stock or option awards not otherwise ĄÀŶÀ¶ďÀ¼ÕîË¨ÕĄ value or total compensation Total average equity award adjustments Average service cost Average prior service cost Total average pension µÀîÀŵď adjustments 2022 $787,711 $(1,193,156) $(562,677) - - $(968,122) $33,300 - $33,300 2021 $3,870,819 $367,069 $550,838 - - $4,788,726 $29,230 - $29,230 (a) gÒÀ¨íõĔîďĈ¼À¼Ĕ¶ďÀ¼õĄ¨¼¼À¼Õç¶Ĕç¨ďÕîÌďÒÀďõď¨ç¨ğÀĄ¨ÌÀÀăĔÕďĦ¨Ġ¨Ą¼¨¼áĔĈďíÀîďĈ¨î¼ďÒÀďõď¨çāÀîĈÕõîµÀîÀŵď¨¼áĔĈďíÀîďĈ¨ĄÀ¨ĈËõççõĠĈȀ (b) This amount is negative due to the decline in our share price year over year and illustrates the link between variable executive pay and company performance. (2) Represents the average of the amounts reported for the Company’s NEOs as a group other than Mr. Puritt in the “Total” column of the Summary Compensation Table for each corresponding year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Vanessa Kanu, Maria Pardee, Marilyn Tyfting and Michael Ringman; and (ii) for 2021, Vanessa Kanu, Charles (Chuck) Koskovich, Marilyn Tyfting and Michael Ringman. (3) Represents the average amount of “compensation actually paid” for the Company’s NEOs as a group other than Mr. Puritt, as computed in accordance with Item 402(v) of Regulation S-K and calculated in accordance with the following table. |
| 2023 Information Circular | TELUS International Pay versus performance relationship descriptions gÒÀËõççõĠÕîÌ卑çÀĄÀŶÀ¶ďĈďÒÀĄÀç¨ďÕõîĈÒÕāĈµÀďĠÀÀîďÒÀXL¨î¼ďÒÀ¨ğÀĄ¨ÌÀîõîȺXL¶õíāÀîĈ¨ďÕõďĔ¨ççĦā¨Õ¼¨î¼ďÒÀ performance measures shown in the Pay versus Performance table from 2021 to 2022. The relationship between compensation actually paid to our PEO and the average of the compensation actually paid to the non-PEO NEOs, and the company’s TSR: from 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the non-PEO NEOs decreased by 98% and 106% respectively, compared to a 40% decrease in our TSR. The relationship between compensation actually paid to our PEO and the average of the compensation actually paid to the non-PEO NEOs, and the company’s net income: from 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the non-PEO NEOs decreased by 98% and 106% respectively, compared to a 135% increase in our net income over the same period. The relationship between compensation actually paid to our PEO and the average of the compensation actually paid to the non-PEO NEOs, and the company’s adjusted EBITDA: from 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the non-PEO NEOs decreased by 98% and 106% respectively, compared to a 12% increase in our adjusted EBITDA over the same period. The relationship between the company’s TSR and the peer group TSR: the TSR for the peer group disclosed in the table above decreased by 43% from February 3, 2021 to December 31, 2022 compared to the company’s TSR, which decreased by 40% over the same period. Period Compensation actually paid to PEO Average compensation actually paid to non-PEO named ÀĥÀ¶ĔďÕğÀõËŵ¶ÀĄĈ Company TSR Peer group TSR Net income CSM - Adjusted EBITDA 2021 to 2022 (98%) (106%) (40%)(1) (43%)(1) 135% 12% (1) The measurement period is February 3, 2021 through December 31, 2022. 86 (4) TSR is calculated as the difference between the Company’s share price at the end and the beginning of the measurement period. The measurement period is February 3, 2021 through December 31, 2022. (5) Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the performance peer group as disclosed in the TELUS International 2022 annual report on Form 20-F, which is available through https://www.sedar.com and https://www.sec.gov. (6) gÒÀ¼õç稥¨íõĔîďĈĄÀāõĄďÀ¼ĄÀāĄÀĈÀîďďÒÀ¨íõĔîďõËîÀďÕî¶õíÀĄÀŶÀ¶ďÀ¼ÕîďÒÀõíā¨îĦɉĈ¨Ĕ¼ÕďÀ¼ŵî¨î¶Õ¨çĈď¨ďÀíÀîďĈËõĄďÒÀ¨āāçÕ¶¨µçÀĦÀ¨ĄǾ (7) [ÀāĄÀĈÀîďĈõĔĄ_Eǿ¼áĔĈďÀ¼0gǿ¨îõîȺ'Xŵî¨î¶Õ¨çíÀ¨ĈĔĄÀǾ_ÀÀɆȽg?l_0îďÀĄî¨ďÕõî¨çXÀĄËõĄí¨î¶ÀõîĔĈXĄõÌĄ¨íǿ_¶õĄÀ¶¨Ą¼EÀďĄÕ¶ĈɇËõĄ¨î Àĥāç¨î¨ďÕõîõËÒõĠĠÀĔĈÀ¼áĔĈďÀ¼0gÕîõĔĄXX¨î¼ɆȽFõîȺ'X&Õî¨î¶Õ¨çEÀ¨ĈĔĄÀĈ¨î¼FõîȺ'X[¨ďÕõĈɇÕîďÒÀg?l_0îďÀĄî¨ďÕõî¨çƊƈƊƊ¨îîĔ¨çĄÀāõĄď õî&õĄíƊƈȺ&ǿĠÒÕ¶ÒÕĈ¨ğ¨Õ稵çÀďÒĄõĔÌÒÒďďāĈȀȍȍĠĠĠǾĈÀ¼¨ĄǾ¶õí¨î¼ÒďďāĈȀȍȍĠĠĠǾĈÀ¶ǾÌõğǿËõĄ¨ĄÀ¶õî¶ÕçÕ¨ďÕõîďõďÒÀíõĈď¶õíā¨Ą¨µçÀ'Xŵî¨î¶Õ¨çíÀ¨ĈĔĄÀǾ (8) This amount is negative due to the decline in our share price year over year and illustrates the link between variable executive pay and company performance. (9) The company was a private company before it went public on February 3, 2021. |
| 87 TELUS International | 2023 Information Circular Most important measures to determine FY2022 CAP Ĉ¼ÀĈ¶ĄÕµÀ¼ÕîÌĄÀ¨ďÀĄ¼Àď¨ÕçÕîɆĥÀ¶ĔďÕğÀõíāÀîĈ¨ďÕõîɇǿďÒÀõíā¨îĦɉĈÀĥÀ¶ĔďÕğÀ¶õíāÀîĈ¨ďÕõîāĄõÌĄ¨íĄÀŶÀ¶ďĈ¨ğ¨ĄÕ¨µçÀ pay for performance philosophy. While the Company utilizes several performance measures to align executive compensation ĠÕďÒ¶õíā¨îĦāÒÕçõĈõāÒĦǿÕî¶çĔ¼ÕîÌîõîȺŵî¨î¶Õ¨çāÀĄËõĄí¨î¶ÀíÀ¨ĈĔĄÀĈĈĔ¶Ò¨Ĉ¶ĔĈďõíÀĄĈÀĄğÕ¶ÀÀĥ¶ÀççÀî¶ÀǿÕ¶õĄ¼¨î¶À ĠÕďÒďÒÀ_ĄĔçÀĈǿďÒÀõíā¨îĦÒ¨Ĉ¼ÀďÀĄíÕîÀ¼ďÒ¨ďďÒÀíõĈďÕíāõĄď¨îďŵî¨î¶Õ¨çāÀĄËõĄí¨î¶ÀíÀ¨ĈĔĄÀĈĔĈÀ¼ďõçÕîäÀĥÀ¶ĔďÕğÀ compensation and performance are as follows: Most Important Performance Measures Adjusted EBITDA(1) Revenue Free Cash Flow(1) EPS Growth CAGR Organic Revenue Growth CAGR (1) ¼áĔĈďÀ¼0g¨î¼&ĄÀÀ¨ĈÒ&çõĠ¨ĄÀîõîȺ'Xŵî¨î¶Õ¨çíÀ¨ĈĔĄÀĈǾ_ÀÀɆȽFõîȺ'X&Õî¨î¶Õ¨çEÀ¨ĈĔĄÀĈ¨î¼FõîȺ'X[¨ďÕõĈɇÕîďÒÀg?l_0îďÀĄî¨ďÕõî¨ç 2022 annual report on Form 20-F, which is available through https://www.sedar.com and https://www.sec.gov, for a reconciliation to the most comparable GAAP ŵî¨î¶Õ¨çíÀ¨ĈĔĄÀǾ |
| 2023 Information Circular | TELUS International Company equity-based compensation plans at a glance The following table provides information as of December 31, 2022 on the securities of the Company authorized for issuance under the Omnibus Long-Term Incentive Plan (MIP), 2021 LTIP and the 2021 ESPP (security-based compensation arrangements under the TSX rules). No further grants will be made under the MIP and long-term equity incentive compensation awards will instead be granted under the 2021 LTIP. The following table provides information as of December 31, 2022 on the number of securities of the Company granted under the 2021 LTIP and the 2021 ESPP, which are currently the Company’s only equity compensation plans (security-based compensation arrangements under the TSX rules), expressed as a percentage of the weighted average number of outstanding shares for the ¨āāçÕ¶¨µçÀŵĈ¶¨çĦÀ¨ĄǾ The Company has a number of equity compensation plans, as well as other compensation plans that are also tied to the performance õËÀăĔÕďĦµĔď¼õîõď˨ççĠÕďÒÕîďÒÀg_}ɉĈ¼ÀŵîÕďÕõîõËĈÀ¶ĔĄÕďĦȺµ¨ĈÀ¼¶õíāÀîĈ¨ďÕõĄ¨îÌÀíÀîďĈǾ&õĄĈÕíāçÕ¶ÕďĦǿďÒÕĈĈÀ¶ďÕõîÌĄõĔāĈ all such plans together and provides a number of tables that highlight the key features and impact of these plans. More detailed descriptions of each plan follow the tables. Name Type of plan New equity grants being issued Company securities issuable Equity-based from treasury compensation Other Omnibus Long-Term Incentive Plan X No Yes 2021 Omnibus Long-Term Incentive Plan X Yes Yes 2021 Employee Share Purchase Plan X Yes Yes Plan categoryȬƉȭ Number of securities to be issued upon exercise of outstanding options, Ġ¨ĄĄ¨îďĈ¨î¼ĄÕÌÒďĈȬȌȭ A Weighted-average exercise price of outstanding options, warrants ¨î¼ĄÕÌÒďĈȬʈȭ B Number of securities remaining available for future issuance under equity compensation plans (excluding securities ĄÀŶÀ¶ďÀ¼Õî¶õçĔíîȭȬȌȭ C Equity compensation plans approved by security holders 5,215,194(1) $10.47(2) 17,714,452(3) Equity compensation plans not approved by security holders ȽȽȽ Total 5,215,194 $10.47 17,714,452 (1) Consists of the following outstanding awards: under the 2021 LTIP, 1,218,796 RSUs, 387,025 PSUs (assuming target level of achievement), 454,176 Options and 1,058,615 cash-denominated awards that can be settled in Shares at the Company’s election, calculated assuming maximum performance is achieved and the Company’s closing share price on December 30, 2022; and 2,096,582 Options under the MIP. (2) Weighted-average exercise price includes Options and equity-settled Phantom Options, and excludes RSUs and PSUs as they do not have an exercise price. (3) Consists of 5,119,040 shares available for issuance under the 2021 ESPP and 12,595,412 shares available for issuance under the 2021 LTIP. 88 Equity compensation plans |
| 89 TELUS International | 2023 Information Circular The purpose of the MIP was to promote the retention of key management employees, to align their interests with those of the shareholders and to provide incentive compensation based on the value of Company and TELUS shares. Eligible employees (any ÀíāçõĦÀÀǿÕĄÀ¶ďõĄõĄLËŵ¶ÀĄȭĠÀĄÀ¼ÀďÀĄíÕîÀ¼µĦďÒÀ¶Ò¨ÕĄõËďÒÀ-Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀǾgÒÀE0X¨ĔďÒõĄÕīÀ¼ďÒÀÕĈĈĔ¨î¶ÀõË TI Options, Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs. The exercise price for TI Options and Phantom Options was determined by the chair of the Human Resources Committee on the date that such options are granted and will be the fair market value of the underlying shares as of the date of grant. The TI Phantom Options will be settled 50 per cent in cash and 50 per cent in ĈÒ¨ĄÀĈǾgÒÀŵî¨çĈÀďďçÀíÀîďõ˨Ġ¨Ą¼ĈĔî¼ÀĄďÒÀE0XĠÕççõ¶¶ĔĄÕî;ĔîÀƊƈƊƊǾlîçÀĈĈõďÒÀĄĠÕĈÀ¼ÀďÀĄíÕîÀ¼µĦďÒÀ-Ĕí¨î[ÀĈõĔĄ¶ÀĈ Committee, TI Options and Phantom Options will expire upon the earliest of: The total number of shares issuable pursuant to the exercise of TI Options or Phantom Options cannot exceed 5.5 per cent of all issued and outstanding shares at the grant date of the TI Option or Phantom Option. For preliminary information about the equity compensation programs implemented in connection with our initial public offering, āçÀ¨ĈÀĈÀÀɆȽƊƈƊƉLíîÕµĔĈ?õîÌȺgÀĄí0î¶ÀîďÕğÀXç¨îɇ¨î¼ɆȽƊƈƊƉíāçõĦÀÀ_Ò¨ĄÀXĔĄ¶Ò¨ĈÀXç¨îɇǾ LíîÕµĔĈ?õîÌȺgÀĄí0î¶ÀîďÕğÀXç¨îȬE0Xȭ Year Number of awards granted under the Omnibus Long-Term Incentive Plan Number of awards granted under the 2021 Omnibus Long-Term Incentive Plan Number of awards granted under the 2021 Employee Share Purchase Plan Weighted Average Number of SharesȬƉȭ Omnibus Long- Term Incentive Plan Burn RateȬƊȭ 2021 Omnibus Long- Term Incentive Plan Burn RateȬƊȭ 2021 Employee Share Purchase Plan Burn RateȬƊȭ Equity compensation plans approved by security holders Nil 879,624 158,339 266,304,156 Ƚʫ 0.30% 0.10% Equity compensation plans not approved by security holders ȽȽȽȽȽȽȽ Total Nil 879,624 158,339 (1) Calculated based on our total shares outstanding, including both SVS and MVS. (2) ĔĄîĄ¨ďÀÕĈ¶¨ç¶Ĕç¨ďÀ¼µĦ¼ÕğÕ¼ÕîÌďÒÀîĔíµÀĄõËĈÀ¶ĔĄÕďÕÀĈÌĄ¨îďÀ¼¼ĔĄÕîÌďÒÀ¨āāçÕ¶¨µçÀŵĈ¶¨çĦÀ¨ĄµĦďÒÀĠÀÕÌÒďÀ¼¨ğÀĄ¨ÌÀîĔíµÀĄõËĈÒ¨ĄÀĈõĔďĈď¨î¼ÕîÌËõĄďÒÀ ¨āāçÕ¶¨µçÀŵĈ¶¨çĦÀ¨ĄǾ „ resignation of employment by a participant (other than retirement or by reason of disability), for both vested and unvested; „ 90 days after the termination of employment without just cause for vested awards; „ termination of employment without just cause for unvested awards; „ termination of employment of the participant for just cause, for both vested and unvested; or „ the tenth anniversary of the date of grant. |
| 2023 Information Circular | TELUS International 90 Change of control Amendment procedure lîçÀĈĈďÒÀõ¨Ą¼¼ÀďÀĄíÕîÀĈõďÒÀĄĠÕĈÀǿ¨¶Ò¨îÌÀõ˶õîďĄõçÕĈ¼ÀŵîÀ¼¨ĈȬƉȭ¨îĦ泌îĈ¨¶ďÕõîõĄ¨îĦ泌îĈ¨¶ďÕõîõĄĈÀĄÕÀĈõË ďĄ¨îĈ¨¶ďÕõîĈĠÒÀĄÀµĦ¨îĦāÀĄĈõîõĄÌĄõĔāõËāÀĄĈõîĈǿ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀE0Xǿ¨¶ďÕîÌáõÕîďçĦõĄÕî¶õî¶ÀĄďǿµÀ¶õíÀĈďÒÀµÀîÀŵ¶Õ¨çõĠîÀĄǿ directly or indirectly, of more than 50 per cent of the voting shares; (2) any transaction or series of transactions whereby any person or ÌĄõĔāõËāÀĄĈõîĈǿ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀāç¨îǿ¨¶ďÕîÌáõÕîďçĦõĄÕî¶õî¶ÀĄďǿ¨¶ăĔÕĄÀĈ¨ççõĄĈĔµĈď¨îďÕ¨ççĦ¨ççõËďÒÀ¨ĈĈÀďĈõËďÒÀõíā¨îĦ¨î¼ its subsidiaries; (3) the approval by the shareholders of the Company of a complete liquidation or dissolution of Company, other than pursuant to an internal reorganization; and (4) any transaction or series of transactions involving the Company, its subsidiaries or its shareholders, which the Company, in its sole discretion, deems to be a change of control. -õĠÀğÀĄǿĈĔµáÀ¶ďďõ¨îĦõďÒÀĄõ¨Ą¼¼ÀďÀĄíÕî¨ďÕõîǿ¨¶Ò¨îÌÀõ˶õîďĄõçĈāÀ¶Õŵ¶¨ççĦÀĥ¶çĔ¼ÀĈ¨îĦ泌îĈ¨¶ďÕõîĈĠÒÀĄÀďÒÀĄÀ¶õĄ¼ holders of the voting securities of the Company immediately before the transactions continue to have substantially the same µÀîÀŵ¶Õ¨çõĠîÀĄĈÒÕāÕî¨îÀîďÕďĦďÒ¨ďõĠîĈǿ¼ÕĄÀ¶ďçĦõĄÕî¼ÕĄÀ¶ďçĦǿ¨ççõĄĈĔµĈď¨îďÕ¨ççĦ¨ççõËďÒÀ¨ĈĈÀďĈõËďÒÀõíā¨îĦ¨î¼ÕďĈ subsidiaries immediately after the transactions. If the Board does not accelerate unvested Phantom Options upon a change of control, then for any participant whose employment is ďÀĄíÕî¨ďÀ¼ĠÕďÒõĔďáĔĈﶨĔĈÀĠÕďÒÕîƉƊíõîďÒĈõËďÒÀ¶Ò¨îÌÀõ˶õîďĄõçāĄÕõĄďõďÒÀŵËďÒ¨îîÕğÀĄĈ¨ĄĦõËďÒÀ_Ò¨ĄÀÒõç¼ÀĄĈɉÌĄÀÀíÀîďǿ the unvested TI Options and Phantom Options will immediately vest and be exercisable for 90 days following termination, and TI Phantom RSUs and TELUS Phantom RSUs will immediately vest. Alternatively, upon a change of control, the Board may take one or more of the following actions: (1) arrange for the Phantom Options to be assumed by, or similar options to be substituted by, the bidder or a continuing entity, subject to satisfying certain stated criteria; (2) accelerate the vesting of the Phantom Options; (3) make a determination as to the market price for the purpose of further actions with respect to the Phantom Options; (4) arrange for cash or other compensation in exchange for a surrender of any Phantom Options; or (5) make any other determinations as appropriate. In connection with our initial public offering, the Board approved amendments to the MIP to provide the Board with the power to amend or discontinue the MIP at any time without shareholder approval, provided that such amendment is not prejudicial to any award previously granted under the MIP. However, shareholder approval shall be obtained for any amendment that (1) increases the number of shares reserved for issuance, except in connection with a corporate transaction, (2) involves a reduction in the exercise price of an option or the Phantom Option price of a Phantom Option, except in connection with a corporate transaction, (3) extends the term of an Award beyond its original expiry date, (4) permits transfers to persons except for estate settlement or (5) deletes or reduces the range of amendments requiring shareholder approval. 0îƊƈƊƉǿ¨ËÀĠîõîȺí¨ďÀĄÕ¨ç¨íÀî¼íÀîďĈĠÀĄÀí¨¼ÀďõďÒÀďÀĥďõËďÒÀE0XďõĄÀŶÀ¶ďďÒÀ˨¶ďďÒ¨ďďÒÀõíā¨îĦÒ¨ĈîõĠ¶õíāçÀďÀ¼ the public offering. The changes did not require shareholder approval under the terms of the MIP. The changes (1) reference the new shareholders agreement, by and among the Company and holders of the Company’s multiple voting shares, instead of the prior ĈÒ¨ĄÀÒõç¼ÀĄĈ¨ÌĄÀÀíÀîďǿȬƊȭĄÀŶÀ¶ďďÒÀ˨¶ďďÒ¨ďāĄÕõĄ¶ç¨ĈĈÀĈõ˶õííõîĈÒ¨ĄÀĈÒ¨ğÀîõĠµÀ¶õíÀĈĔµõĄ¼Õî¨ďÀğõďÕîÌĈÒ¨ĄÀĈõËďÒÀ Company, (3) acknowledge that the Company now has publicly traded securities, (4) remove the need for an annual valuation of the Company and align timing for the treatment of awards on death to the date of death rather than to an annual valuation, and (5) provide for settlement of share-settled phantom options in shares rather than in cash. |
| 91 TELUS International | 2023 Information Circular Administration of the 2021 LTIP Shares available under the 2021 LTIP Limits on awards The Human Resources Committee administers the 2021 LTIP and has the discretion to select the individuals who receive awards and determine the form and terms of the awards, including any vesting, exercisability, payment or other restrictions. Subject to certain limitations, the Human Resources Committee may delegate some or all of its authority to one or more 2021 LTIP administrators, Õî¶çĔ¼ÕîÌíÀíµÀĄĈõËďÒÀ-Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀǿLËŵ¶ÀĄĈõĄĈÀçÀ¶ďÀ¼¨¼ğÕĈõĄĈǾîĦ¼À¶ÕĈÕõîí¨¼ÀõĄ¨¶ďÕõîď¨äÀîµĦďÒÀ õ¨Ą¼õËÕĄÀ¶ďõĄĈǿ-Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀõĄ¨îĦLËŵ¶ÀĄĈõĄÀíāçõĦÀÀĈďõĠÒõí¨ĔďÒõĄÕďĦÒ¨ĈµÀÀî¼ÀçĄ̀ďÀ¼Ĕî¼ÀĄďÒÀ ƊƈƊƉ?g0X¨ĄÕĈÕîÌõĔďõËõĄÕî¶õîîÀ¶ďÕõîĠÕďÒďÒÀ¨¼íÕîÕĈ泌ďÕõîõĄÕîďÀĄāĄÀď¨ďÕõîõËďÒÀƊƈƊƉ?g0XÕĈŵî¨çǿ¶õî¶çĔĈÕğÀ¨î¼µÕî¼ÕîÌǾgÒÀ exercise price for share options and the grant price for share appreciation rights may not be less than the closing trading price of a share on the trading day prior to the grant date. The term of share options and share appreciation rights may not exceed ten years, except for an extension of up to ten business days if the expiry is occurring at the time of a trading blackout period. The total number of shares that may be delivered under the 2021 LTIP is 18,651,120 of our authorized but unissued shares. The number õËĈÒ¨ĄÀĈ¨ğ¨Õ稵çÀĔî¼ÀĄďÒÀƊƈƊƉ?g0Xí¨ĦµÀÀăĔÕ卑çĦ¨¼áĔĈďÀ¼ďõĄÀŶÀ¶ď¶ÀĄď¨Õî泌îĈ¨¶ďÕõîĈǿÕî¶çĔ¼ÕîÌǿµĔďîõďçÕíÕďÀ¼ďõǿíÀĄÌÀĄǿ ¶õîĈõçÕ¼¨ďÕõîǿĄÀõĄÌ¨îÕī¨ďÕõîǿĄÀ¶¨āÕď¨çÕī¨ďÕõîǿĈÀā¨Ą¨ďÕõîǿĄÀ¶ç¨ĈĈÕŵ¶¨ďÕõîǿĈÒ¨ĄÀ¼ÕğÕ¼Àî¼ǿĈÒ¨ĄÀĈāçÕďǿĄÀğÀĄĈÀĈÒ¨ĄÀĈāçÕďǿĈāçÕďĔāõĄ spin-off. The 2021 LTIP limits the grants of awards to a single participant in any calendar year as follows: The 2021 LTIP limits the grants of awards to a single non-employee Director in any calendar year as follows: gÒÀƊƈƊƉ?g0X¨çĈõçÕíÕďĈďÒÀîĔíµÀĄõËĈÒ¨ĄÀĈÕĈĈĔ¨µçÀďõÕîĈÕ¼ÀĄĈȬ¨Ĉ¼ÀŵîÀ¼ÕîďÒÀg_}õíā¨îĦE¨îĔ¨çȭõĄÕĈĈĔÀ¼ĠÕďÒÕî¨îĦõîÀȺ year period under the 2021 LTIP and any other security-based compensation arrangement to up to ten per cent of the issued and outstanding shares. In connection with our initial public offering, our Board of Directors adopted, and our shareholders approved, the 2021 LTIP to provide equity awards to employees, non-employee Directors and selected third-party service providers of the Company and its subsidiaries ¨î¼¨ËŵçÕ¨ďÀĈǾlî¼ÀĄďÒÀƊƈƊƉ?g0XǿďÒÀõíā¨îĦí¨ĦÌĄ¨îď¨Ġ¨Ą¼ĈõËĄÀĈďĄÕ¶ďÀ¼ĈÒ¨ĄÀĈǿĄÀĈďĄÕ¶ďÀ¼ĈÒ¨ĄÀĔîÕďĈǿāÀĄËõĄí¨î¶ÀĈÒ¨ĄÀĈǿ performance share units, deferred share units, share options, share appreciation rights, cash-based awards and other forms of equity-based or equity-related awards. The Human Resources Committee administers the 2021 LTIP and has the discretion to select the individuals who receive awards and determine the form and terms of the awards, including any vesting, exercisability, payment or other restrictions. The maximum number of shares that may be delivered under the 2021 LTIP is 18,651,120 of our authorized but unissued shares. The Board of Directors has the authority to amend, suspend or terminate the 2021 LTIP. No amendment, suspension or termination will be effective without the approval of the Company’s shareholders if such approval is required under applicable laws, rules and regulations. Unless sooner terminated by our Board of Directors, the 2021 LTIP will terminate ten years from the Company’s initial public offering. 2021 Omnibus Long-Term Incentive Plan „ the maximum aggregate number of shares that may be granted in the form of share options or share appreciation rights is 4,500,000 shares; „ the maximum aggregate number of shares that may be granted in the form of restricted shares, restricted share units, performance share units and deferred share units is 4,500,000 shares; „ the maximum aggregate payout at the end of an applicable performance period or vesting period with respect to awards of performance shares, performance share units (settled in shares), deferred share units, restricted shares or restricted share units (settled in shares) is 4,500,000 shares, determined as of the date of grant; and „ the maximum aggregate amount that may be paid under an award of performance share units (settled in cash), cash-based awards or any other award that is payable in cash is $10,000,000, determined as of the date of grant. „ the aggregate maximum grant date fair market value of shares that may be granted under the plan in any calendar year to any non-employee Director, when added to any cash compensation paid to such non-employee Director in respect of such year, will not exceed $1,000,000. |
| 2023 Information Circular | TELUS International Share usage Minimum vesting Treatment of awards upon a participant’s termination of employment Clawback Amendment of the 2021 LTIP The number of shares remaining available for issuance will be reduced by the number of shares subject to outstanding awards and, for awards that are not denominated by shares, by the number of newly-issued shares actually delivered upon settlement or payment of the award. For purposes of determining the number of shares that remain available for issuance under the 2021 LTIP, the number of shares related to an award to be settled in newly-issued shares granted under the 2021 LTIP that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the shares, are settled through the delivery of market- purchased shares or the delivery of consideration other than shares (including cash), will be available again for grant under the 2021 LTIP. However, where awards providing for settlement solely in newly-issued shares have been surrendered for cancellation, in consideration of the satisfaction of the payment of the purchase price or tax withholding obligations related to the Award, the shares underlying such award will not be available again for grant under the 2021 LTIP. Except for deferred share units granted to Directors, all awards are subject to a minimum time-based vesting restriction or performance period, as applicable, of not less than one year. The minimum vesting requirements do not apply to (1) acceleration in the event of a termination of employment or termination of directorship on or following a change in control, or due to retirement, death or disability; (2) a substitute award subject to time-based vesting restrictions no less than the restrictions of the awards being replaced; and (3) awards involving an aggregate number of shares not in excess of 5 per cent of the total shares authorized for issuance under the 2021 LTIP. The Human Resources Committee may determine, at or after the time of grant, the terms and conditions that apply to any award upon ¨ā¨ĄďÕ¶Õā¨îďɉĈďÀĄíÕî¨ďÕõîõËÀíāçõĦíÀîďĠÕďÒďÒÀõíā¨îĦ¨î¼ÕďĈ¨ËŵçÕ¨ďÀĈǾ_ĔµáÀ¶ďďõ¨āāçÕ¶¨µçÀç¨ĠĈǿĄĔçÀĈ¨î¼ĄÀÌĔç¨ďÕõîĈǿ¨Ĉ well as the minimum vesting period of one year, in connection with a participant’s termination, the Human Resources Committee has the discretion to accelerate the vesting, exercisability or settlement of, to eliminate the restrictions and conditions applicable to, or to extend the post-termination exercise period of an outstanding award. All awards are subject to clawback or recoupment pursuant to applicable laws, rules, regulations or Company policy as in effect from time to time. Our Board of Directors has the right to amend the 2021 LTIP and any award made under the 2021 LTIP at any time for any reason or no reason; provided that no amendment may adversely affect in any material way any award previously granted under the 2021 LTIP without the written consent of the participant, subject to certain conditions described in the 2021 LTIP. However, shareholder approval will be obtained for any amendment that (1) increases the number of shares reserved for issuance, except in connection with a corporate transaction, (2) increases or removes the limits on shares issuable or issued to insiders, (3) involves a reduction in the exercise price of an option or grant price of a share appreciation right, except in connection with a corporate transaction, (4) extends the term of an award beyond its original expiry date, except for an extension of up to ten business days if the expiry is occurring at the time of a trading blackout period, (5) permits transfers to persons other than permitted transferees or for estate settlement purposes or (6) deletes or reduces the range of amendments requiring shareholder approval. Unless provided otherwise in an agreement or by the Human Resources Committee prior to the date of the change in control, the 2021 LTIP provides that in the event of a change in control: „ outstanding awards may be assumed by, or similar awards be substituted by, the successor in a transaction; „ if the participant’s employment with a successor terminates in connection with or within one year following the change in control ËõĄ¨îĦĄÀ¨ĈõîõďÒÀĄďÒ¨î¨îÕîğõçĔî逸ĦďÀĄíÕî¨ďÕõîµĦ¨ĈĔ¶¶ÀĈĈõĄËõĄɆ¶¨ĔĈÀɇȬ¨ĈĈĔ¶ÒďÀĄíÕĈ¼ÀŵîÀ¼ÕîďÒÀ¨āāçÕ¶¨µçÀ¨Ġ¨Ą¼ agreement), all of the participant’s awards will become vested in full or deemed earned in full (assuming the target performance goals provided under the award were met, if applicable) effective on the date of the participant’s termination of employment. The minimum vesting period will not apply to a substitute award subject to time-based vesting restrictions no less than the restrictions of the Awards being replaced; and „ if the successor does not assume the awards or issue replacement awards, the Human Resources Committee will cancel all awards then held by participants in exchange for cash payment or other compensation as described in the 2021 LTIP. 92 |
| 93 TELUS International | 2023 Information Circular Shares authorized for issuance Administration Purchase price and contributions Purchase of shares The total number of shares that may be purchased under the 2021 ESPP is 5,328,891 of our shares. The shares to be issued under the 2021 ESPP may be authorized but unissued shares or may be reacquired shares, including shares purchased on the open market. The 2021 ESPP is administered by the Human Resources Committee or such other Committee appointed by the Board of Directors to administer the 2021 ESPP. The plan administrator may delegate its administrative responsibilities and powers under the 2021 ESPP to any employees or a group of employees. The plan administrator may designate separate offerings under the 2021 ESPP, the terms õËĠÒÕ¶ÒîÀÀ¼îõďµÀÕ¼ÀîďÕ¶¨çǿÕîĠÒÕ¶ÒÀçÕÌÕµçÀÀíāçõĦÀÀĈõËõîÀõĄíõĄÀā¨ĄďÕ¶Õā¨ďÕîÌĈĔµĈÕ¼Õ¨ĄÕÀĈ¨î¼¨ËŵçÕ¨ďÀĈĠÕççā¨ĄďÕ¶Õā¨ďÀǿ even if the dates of the applicable offering periods in each such offering are identical; provided that the terms of participation are the same within each separate offering as determined under Section 423 of the Code. The plan administrator may also adopt sub-plans, appendices, rules and procedures relating to the operation and administration of the 2021 ESPP to facilitate participation in the 2021 ESPP by employees who are foreign nationals or employed outside the U.S. To the extent any sub-plan is inconsistent with the requirements of Section 423 of the Code, it will be considered part of the Non-Section 423 Component. Under the 2021 ESPP, participating employees are granted rights to purchase subordinate voting shares at a price equal to at least 85 per cent of the share’s fair market value on the purchase date (unless and until such percentage is changed by the plan administrator prior to the commencement of the enrollment process for the applicable purchase interval). An eligible employee will be able to elect to participate in an offering period under the 2021 ESPP by authorizing after-tax payroll deductions from gross wages on or before the start date of such offering period or such other payments as may be permitted. Offering periods will commence at quarterly intervals and have a maximum duration of six months and a minimum duration of up to three months unless otherwise determined by the plan administrator prior to the start of such offer period (but in no event may an offering period exceed 24 months). Employees may generally authorize contributions in multiples of 1 per cent, up to a maximum of 15 per cent, of gross wages to purchase shares under the 2021 ESPP. On the start date of each offering period in which a participant is enrolled, the participant will be granted a separate purchase right for such an offering period. The purchase will be effected by applying the participant’s contributions for the purchase interval ending on such purchase date to the purchase of whole or fractional shares. No participant may purchase more than $25,000 of subordinate voting shares (using the fair market value of the shares on the date the purchase rights are granted) under the 2021 ESPP (and any õďÒÀĄÀíāçõĦÀÀĈÒ¨ĄÀāĔĄ¶Ò¨ĈÀāç¨îõËďÒÀõíā¨îĦõĄ¨î¨ËŵçÕ¨ďÀȭāÀĄ¶¨çÀĄĦÀ¨ĄǾ We adopted an employee share purchase plan (2021 ESPP), under which our eligible employees and the eligible employees of our ā¨ĄďÕ¶Õā¨ďÕîÌĈĔµĈÕ¼Õ¨ĄÕÀĈ¨î¼¨ËŵçÕ¨ďÀĈí¨ĦÀçÀ¶ďďõ¨¶ăĔÕĄÀõĔĄĈĔµõĄ¼Õî¨ďÀğõďÕîÌĈÒ¨ĄÀĈ¨ď¨¼ÕĈ¶õĔîďĔāďõƉƍāÀĄ¶ÀîďËĄõíďÒÀ prevailing fair market value. The 2021 ESPP is designed with two components so that the Company may grant purchase rights to lǾ_ǾÀíāçõĦÀÀĈďÒ¨ď¨ĄÀÕîďÀî¼À¼ďõµÀď¨ĥȺăĔ¨çÕŵÀ¼Ĕî¼ÀĄ_À¶ďÕõîƌƊƋõËďÒÀ0îďÀĄî¨ç[ÀğÀîĔÀõ¼ÀȬ_À¶ďÕõîƌƊƋõíāõîÀîďȭǿ¨î¼ ďõîõîȺlǾ_ǾÀíāçõĦÀÀĈďÒ¨ď¨ĄÀîõďÕîďÀî¼À¼ďõµÀď¨ĥȺăĔ¨çÕŵÀ¼Ĕî¼ÀĄ_À¶ďÕõîƌƊƋõËďÒÀ0îďÀĄî¨ç[ÀğÀîĔÀõ¼ÀȬFõîȺ_À¶ďÕõîƌƊƋ Component). The total number of shares that may be purchased under the 2021 ESPP is 5,328,891 of our shares. ƊƈƊƉíāçõĦÀÀ_Ò¨ĄÀXĔĄ¶Ò¨ĈÀXç¨îȬƊƈƊƉ_XXȭ |
| 2023 Information Circular | TELUS International Termination of employment Change in control Amendment and termination of the 2021 ESPP Generally, if a participant’s employment terminates for any reason (including death, disability or change in status), his or her right to āĔĄ¶Ò¨ĈÀĈÒ¨ĄÀĈ¼ĔĄÕîÌďÒÀ¶ĔĄĄÀîďõËËÀĄÕîÌāÀĄÕõ¼ĠÕççďÀĄíÕî¨ďÀĠÕďÒÀËËÀ¶ď¨ËďÀĄďÒÀŵî¨çā¨ĦĄõççËõççõĠÕîÌďÀĄíÕî¨ďÕõîÕĈāĄõ¶ÀĈĈÀ¼Ǿ However, if a participant ceases to remain in active service by reason of an approved leave of absence, then the participant will have the right, exercisable up until 90 days before the next purchase date, to withdraw all the contributions collected to date on his or her behalf for that purchase interval. Contributions will continue with respect to any gross wages received by a participant while he or she is on an approved leave of absence unless the participant elects to withdraw from the offering period. If a participant transfers employment from the Company or any participating subsidiary for the Section 423 Component to a participating subsidiary for the Non-Section 423 Component, he or she will immediately cease to participate in the Section 423 Component. However, any contributions made for the offering period in which such transfer occurs will be transferred to the Non-Section 423 Component, and such participant will immediately join the then-current offering under the Non-Section 423 Component upon the same terms and conditions in effect for his or her participation in the 2021 ESPP. The plan administrator may establish different rules to govern transfers of employment between subsidiaries participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code. If a change in control of the Company occurs, each outstanding purchase right will automatically be exercised immediately prior to the effective date of such change in control. The purchase price applicable for the purchase interval in which the change in control occurs will be equal to 85 per cent of the fair market value per share of our subordinate voting shares immediately prior to the effective date of such change in control. However, participants will, following the receipt of notice from us of a change in control, have the right to terminate their outstanding purchase rights prior to the effective date of such change in control. Furthermore, the plan administrator may terminate any outstanding purchase rights prior to the effective date of a change in control, in which case all payroll deductions for the purchase interval in which such contributions are terminated will be promptly refunded. The Board of Directors has the right to terminate, suspend or amend the 2021 ESPP at any time, generally to become effective immediately following the close of any purchase interval, subject to applicable laws and the requirements of any stock exchange or governmental or regulatory body (including any requirement for shareholder approval). However, shareholder approval will be obtained for any amendment that (1) increases the number of shares reserved for issuance, except in connection with a corporate 泌îĈ¨¶ďÕõîǿȬƊȭĄÀ¼Ĕ¶ÀĈďÒÀāĔĄ¶Ò¨ĈÀāĄÕ¶Àā¨Ħ¨µçÀËõĄďÒÀĈÒ¨ĄÀĈĔî¼ÀĄďÒÀƊƈƊƉ_XXǿȬƋȭíõ¼ÕŵÀĈďÒÀÀçÕÌÕµÕçÕďĦĄÀăĔÕĄÀíÀîďĈËõĄ participation or (4) deletes or reduces the range of amendments requiring shareholder approval. Unless sooner terminated by the Board of Directors, the 2021 ESPP will terminate upon the earliest of: (1) ten years from the effective date; (2) the date on which all shares available for issuance under the 2021 ESPP have been sold pursuant to purchase rights exercised under the 2021 ESPP; or (3) the date on which all purchase rights are exercised in connection with a change in control of the Company. 0îƊƈƊƉǿ¨ËÀĠîõîȺí¨ďÀĄÕ¨ç¨íÀî¼íÀîďĈĠÀĄÀí¨¼ÀďõďÒÀďÀĥďõËďÒÀƊƈƊƉ_XXȬƉȭďõāÀĄíÕďďÒÀāĔĄ¶Ò¨ĈÀõËĈÒ¨ĄÀĈǿËõĄďÒÀµÀîÀŵď õËāç¨îā¨ĄďÕ¶Õā¨îďĈǿõîďÒÀí¨ĄäÀďǿȬƊȭāĄõğÕ¼ÀËõĄËĄ¨¶ďÕõî¨çĈÒ¨ĄÀÕîďÀĄÀĈďĈǿ¨î¼ȬƋȭďõĔā¼¨ďÀďÒÀ¶õĔîďĄĦȺĈāÀ¶Õŵ¶āĄõğÕĈÕõîĈďõ address legal requirements in international jurisdictions and the address for delivery of materials to the Company. These changes did not require shareholder approval under the terms of the 2021 ESPP. 94 |
| TELUS International | 2023 Information Circular 1. Introduction 2. Board of directors 95 2.1 No delegation 2.2 Composition 2.3 Meetings The Board is responsible for the stewardship of the Company and overseeing the management of the Company’s business and affairs. The Board may discharge its responsibilities by delegating certain duties to committees of the Board and to management, ĈĔµáÀ¶ďďõ¨āāçÕ¶¨µçÀç¨ĠĈ¨î¼ďÒÀďÀĄíĈõËďÒÀ_Ò¨ĄÀÒõç¼ÀĄĈɉÌĄÀÀíÀîďǾgÒÀĈāÀ¶Õŵ¶¼ĔďÕÀĈ¼ÀçĄ̀ďÀ¼ďõÀ¨¶Ò¶õííÕďďÀÀõËďÒÀ Board are outlined in the terms of reference for those committees. The Board may not delegate the following matters to any committee: Unless otherwise required by applicable laws, the Company’s articles or the Shareholders’ Agreement: (a) ďÒÀĄÀíõğ¨çõ˨¼ÕĄÀ¶ďõĄËĄõíõĄďÒÀŵççÕîÌõ˨𨶨î¶ĦõîďÒÀõ¨Ą¼õĄ¨îĦõ¨Ą¼¶õííÕďďÀÀȁ (b) the issuance of securities except on the terms authorized by the directors; (c) the declaration of dividends; (d) the purchase, redemption or any other form of acquisition of shares issued by the Company except on terms authorized by the directors; (e) ďÒÀÀĈ卑çÕĈÒíÀîďõ˨îĦõ¨Ą¼¶õííÕďďÀÀ¨î¼ÕďĈďÀĄíĈõËĄÀËÀĄÀî¶À¨î¼ďÒÀíõ¼Õŵ¶¨ďÕõîõËďÒÀďÀĄíĈõËĄÀËÀĄÀî¶Àõ˨îĦÀĥÕĈďÕîÌ committee; (f) the adoption, amendment or repeal of the charter documents of the Company; and (g) any other matter which is required under the Shareholders’ Agreement or applicable corporate or securities laws to be decided by the Board as a whole. (a) the Board will not exceed 15 directors; (b) subject to election by the shareholders and the requirements of the applicable laws, the rules of the stock exchanges on which the shares of the Company are listed, and the rules and regulations of the U.S. Securities and Exchange Commission, the CEO will be a member of the Board; (c) the Chair and Vice-Chair of the Board will be selected by the Board from among the members of the Board; (d) directors constituting a majority of the Board should be ordinarily resident in the country where the Company is resident for tax purposes; and (e) while (d) describes the preferred approach, in circumstances where (d) is not implemented, a majority of the Board will not be ordinarily resident in a country that is not the country where the Company is resident for tax purposes. (a) Meetings of the Board will be conducted in accordance with applicable laws and the Company’s articles. (b) The Board will meet at least once each quarter. (c) The Chair, with the assistance of the Vice-Chair, CEO and the CLO, will be responsible for the agenda for each Board meeting. To the extent possible, Board materials will be made available in advance of each meeting in electronic format (d) The Board will invite management to attend Board meetings, where appropriate, to provide additional insight to matters being considered by the Board. (e) The Board should have an in-camera session without management as a regular feature of each Board meeting. Appendix A: Terms of reference for the Board |
| 2023 Information Circular | TELUS International 2.4 Election or appointment of directors 2.5 Committees of the board Subject to the terms of the Shareholders’ Agreement and the articles, the Board, following a recommendation by the Governance and Nominating Committee, will: The Board will have the following committees and, after considering the recommendation of the Governance and Nominating Committee, approve and/or modify their terms of reference: The Board will: ĈďÒÀõíā¨îĦÕĈ¨íÀíµÀĄõ˨îÕîďÀÌĄ¨ďÀ¼Ìçõµ¨çµĔĈÕîÀĈĈõĄďĄ¨îĈ¨¶ďĈĠÕďÒ¨ËŵçÕ¨ďÀ¼¶õíā¨îÕÀĈÕîõďÒÀĄ¶õĔîďĄÕÀĈǿďÒÀõ¨Ą¼ĠÕççȀ The Board may establish other standing or ad hoc committees. Each committee will report to the Board on its meetings and each member of the Board will have access to minutes of committee meetings, regardless of whether the director is a member of such ¶õííÕďďÀÀǾ_ÀÀāāÀî¼ÕĥȽgÀĄíĈõË[ÀËÀĄÀî¶ÀËõĄďÒÀõííÕďďÀÀĈõËďÒÀõ¨Ą¼õËÕĄÀ¶ďõĄĈǾ (a) review and approve the slate of nominees proposed for election at the annual or special meetings of the Company; (b) ¨āāĄõğÀ¶¨î¼Õ¼¨ďÀĈďõŵçç¨îĦ¶¨ĈĔ¨ç𨶨î¶Ħõ¶¶ĔĄĄÕîÌõîďÒÀõ¨Ą¼ȁ¨î¼ (c) ŵĥďÒÀîĔíµÀĄõË¼ÕĄÀ¶ďõĄĈ¨ĈāÀĄíÕďďÀ¼µĦďÒÀõíā¨îĦɉĈ¨ĄďÕ¶çÀĈǾ (a) Ĕ¼ÕďõííÕďďÀÀȽāāÀî¼Õĥ&ȁ (b) 'õğÀĄî¨î¶À¨î¼FõíÕî¨ďÕîÌõííÕďďÀÀȽāāÀî¼Õĥ'ȁ¨î¼ (c) -Ĕí¨î[ÀĈõĔĄ¶ÀĈõííÕďďÀÀȽāāÀî¼Õĥ-Ǿ (a) annually consider and approve the Company’s objectives and goals and its strategic plan to achieve those objectives and goals and approve any material changes thereto; (b) monitor and assess developments which may affect the Company’s strategic plan; (c) evaluate and, as required, enhance the effectiveness of the strategic planning process; and (d) monitor and, as required, enhance the execution of the strategic plan by management and monitor corporate performance against the Company’s objectives and goals. (a) strive to ensure that the Company’s management participates in TELUS’ global strategic planning; (b) review and adopt the goals and objectives of the TELUS global strategic plan to the extent that the Board agrees with the plan õµáÀ¶ďÕğÀĈ¨î¼¼ÀďÀĄíÕîÀĈďÒ¨ďďÒÀĦ¨ĄÀµÀîÀŵ¶Õ¨çďõďÒÀõíā¨îĦȁ¨î¼ (c) monitor the Company’s execution of the TELUS global strategic plan objectives that are adopted by the Company. (a) Subject to the terms of the Shareholders’ Agreement, the Board will appoint or replace the CEO. (b) Upon the advice of the CEO, the Human Resources Committee will approve the appointment of all other members of the Executive Leadership Team. (c) The Board is responsible for satisfying itself as to the integrity of the CEO and other Executive Leadership Team members. (d) The Human Resources Committee is responsible for overseeing succession planning for the CEO with the advice and recommendation of the Chair and the Board. 3. Selection of management 96 4. Strategic determination 5. Global business strategy |
| TELUS International | 2023 Information Circular 7. Public reporting 8. Risk oversight and management 97 8.1 Board responsibilities 8.2 Additional board responsibilities Subject to applicable laws and the Shareholders’ Agreement and delegation by the Board to a committee of the Board or management, the Board will review and approve all material transactions and investments. The Board is responsible for: gÒÀõ¨Ą¼ÕĈĄÀĈāõîĈÕµçÀËõĄÀîĈĔĄÕîÌďÒÀÕ¼ÀîďÕŵ¶¨ďÕõîõËí¨ďÀĄÕ¨çĄÕĈäĈďõďÒÀõíā¨îĦɉĈµĔĈÕîÀĈĈ¨î¼ÀîĈĔĄÕîÌďÒÀÕíāçÀíÀîď¨ďÕõî of appropriate systems and processes to identify, monitor and manage material risks to the Company’s business, including strategic, õāÀĄ¨ďÕõî¨çǿŵî¨î¶Õ¨çǿçÀÌÕĈç¨ďÕğÀǿ¶õíāçÕ¨î¶À¨î¼ĄÀÌĔç¨ďõĄĦĄÕĈäĈǾ0î¼ÕĈ¶Ò¨ĄÌÕîÌďÒÕĈõğÀĄĈÕÌÒď¼ĔďĦǿďÒÀõ¨Ą¼ĠÕççĄÀğÕÀĠ¨î¼¨ĈĈÀĈĈ annually: The Board will: 0¼ÕďÕõîďõďÒÀĈāÀ¶Õŵ¶ĄÕĈäõğÀĄĈÕÌÒďĄÀĈāõîĈÕµÕçÕďÕÀĈďÒÀõ¨Ą¼Ò¨Ĉ¨ççõ¶¨ďÀ¼ďõÕďĈ¶õííÕďďÀÀĈǿďÒÀõ¨Ą¼ĠÕççĄÀğÕÀĠǿõî¨î¨îîĔ¨ç or more frequent basis, as appropriate, those key risks that have not been allocated to a Board committee. The Board is also responsible for the integrity of the Company’s internal control, disclosure control and management information systems. (a) the Company’s risk management program, including risk appetite and integrated enterprise risk assessment; (b) the quality and adequacy of risk-related information provided to the Board by management, to make the Board aware (directly õĄďÒĄõĔÌÒÕďĈ¶õííÕďďÀÀĈȭõËďÒÀõíā¨îĦɉĈí¨ďÀĄÕ¨çĄÕĈäĈõî¨ďÕíÀçĦµ¨ĈÕĈǿ¨î¼ďõāĄõğÕ¼ÀďÒÀõ¨Ą¼ĈĔËŵ¶ÕÀîďÕîËõĄí¨ďÕõî¨î¼ understanding to evaluate these risks, how they may affect the Company and how management addresses them; and (c) the respective responsibilities of the Board, each Board committee and management for risk oversight and management õËĈāÀ¶Õŵ¶ĄÕĈäĈǿďõ¶õõĄ¼Õî¨ďÀďÒÀĄÕĈäõğÀĄĈÕÌÒďËĔî¶ďÕõîďÒĄõĔÌÒďÒÀĈÀµõ¼ÕÀĈǿ¨î¼ďõ¨¼õāď¨ĈÒ¨ĄÀ¼Ĕî¼ÀĄĈď¨î¼Õį̂Ĉďõ accountabilities and roles. (a) work to promote a culture of integrity throughout the Company. (b) ¨¼õāďǿÕíāçÀíÀîď¨î¼ĄÀĈāÀ¶ďĈď¨î¼¨Ą¼Ĉ¨î¼āõçÕ¶ÕÀĈ¶õîĈÕĈďÀîďĠÕďÒďÒõĈÀõËg?l_ǿí¨äÕîÌĈĔ¶Òíõ¼Õŵ¶¨ďÕõîĈ¨Ĉ¨ĄÀ ¨āāĄõāĄÕ¨ďÀďõĈĔÕďďÒÀõíā¨îĦɉĈçõ¶¨çĄÀăĔÕĄÀíÀîďĈǾgÒÀŵî¨î¶ÀāõçÕ¶ÕÀĈ¨¼õāďÀ¼ĈÒõĔ缨¼¼ĄÀĈĈçõ¶¨çŵî¨î¶Õ¨çĄÀāõĄďÕîÌ requirements, but where possible should be consistent with those of TELUS where necessary to support and facilitate TELUS’ ¶õîĈõçÕ¼¨ďÀ¼ŵî¨î¶Õ¨çĄÀāõĄďÕîÌĄÀăĔÕĄÀíÀîďĈǾ (c) íõîÕďõĄ¨î¼āĄõíõďÀ¶õíāçÕ¨î¶ÀĠÕďÒ¨ççĈÕÌîÕŵ¶¨îďāõçÕ¶ÕÀĈ¨î¼āĄõ¶À¼ĔĄÀĈµĦĠÒÕ¶ÒďÒÀõíā¨îĦÕĈõāÀĄ¨ďÀ¼Ǿ (a) ĄÀğÕÀĠÕį̂āāĄõğÕîÌŵî¨î¶Õ¨ç¨î¼õďÒÀĄĄÀāõĄďÕîÌďõĈÒ¨ĄÀÒõç¼ÀĄĈõî¨ďÕíÀçĦ¨î¼ĄÀÌĔ稥µ¨ĈÕĈȁ (b) ÀîĈĔĄÕîÌďÒ¨ďďÒÀŵî¨î¶Õ¨çĄÀĈĔçďĈ¨ĄÀĄÀāõĄďÀ¼Ë¨ÕĄçĦ¨î¼Õ¶õĄ¼¨î¶ÀĠÕďÒÌÀîÀĄ¨ççĦ¨¶¶ÀāďÀ¼¨¶¶õĔîďÕîÌāĄÕî¶ÕāçÀĈ¨î¼ standards and related legal and regulatory disclosure requirements; (c) reviewing and approving the policies and procedures in place for the timely disclosure of any other developments that have a ĈÕÌîÕŵ¶¨îď¨î¼í¨ďÀĄÕ¨çÕíā¨¶ďõîďÒÀõíā¨îĦȁ (d) reporting annually to shareholders on its stewardship for the preceding year; (e) reporting annually to shareholders on the key strategic objectives of the Company and how the Company’s approach to executive compensation is designed to motivate management to achieve these strategic objectives; and (f) providing for measures that promote engagement with, and feedback from, shareholders. 6. Material transactions 9. Culture, procedures and policies |
| 2023 Information Circular | TELUS International The Board will monitor the Company’s compliance with all applicable laws and regulations. The Board will evaluate annually the effectiveness of the Chair, the Vice-Chair, the CEO and the Board as a whole, individual directors and committees as provided in Appendices K and L - “CEO, Chair and Vice-Chair Review Process” and, “Board and Director Evaluation Process”. References to appendices in Appendix A of this information circular relate to the TELUS International Board Policy Manual, which can be found at https://www.telusinternational.com/investors/governance. 98 10. Legal requirements 11. Evaluation |
| 2023 Information Circular | TELUS International 2023 Stay connected with TELUS International TELUS International Floor 7, 510 West Georgia Street Vancouver, BC V6B 0M3 Tel: (604) 695-6400 facebook.com/TELUSInternational linkedin.com/company/telus-international twitter.com/TELUSint youtube.com/@TELUSInternational telusinternational.com |
