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** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 40-F**

 

**o****REGISTRATION STATEMENTPURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934**

** **

**OR**

** **

**x****ANNUAL REPORT PURSUANT TOSECTION 13(A) OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**Forthe fiscal year ended December 31, 2008                                              CommissionFile Number 000-24876**

 

**TELUS Corporation**

(Exact Name of Registrant asspecified in its charter)

 

**British Columbia, Canada**

(Province or otherjurisdiction of incorporation or organization)

 

**4812**

(Primary Standard IndustrialClassification Code Number (if applicable))

 

**8 – 555 Robson StreetVancouver, British Columbia V6B 3K9, Canada(604) 697-8044**

(Address and telephonenumber of Registrant’s principal executive offices)

 

**CT Corporation System, 111Eighth Avenue, 13th FloorNew York, New York 10011**

**(212) 590-9200**

(Name, Address (includingzip code) and Telephone Number of Agent

for Service in the UnitedStates)

 

Securities registeredpursuant to section 12(b) of the Act.

 

| **Title of Each Class** | ** ** | **Name of each exchange********On  Which Registered** |
|-------------------------|------------|-------------------------------------------------------|
| **Non-Voting Shares**   | ** ** | **New York Stock Exchange**                           |

 

Securities registered or tobe registered pursuant to Section 12(g) of the Act.

 

**None**

(Title of Class)

 

Securities for which thereis a reporting obligation pursuant to Section 15(d) of the Act.

 

**8.0% Notes due 2011**

**5.00% Notesdue 2013**

**4.50% Notesdue 2012**

**4.95% Notesdue 2017**(Title of Class)

 

For annual reports, indicateby check mark the information filed with this Form:

 

x Annualinformation form               xAudited annual financial statements

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of December 31, 2008:

 

174,817,514 Common VotingShares and 142,831,858 Non-Voting Shares

 

Indicate by check mark whether the Registrant by filing the informationcontained in this Form is also thereby furnishing the information to theCommission pursuant to Rule 12g3-2(b) under the Securities ExchangeAct of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filingnumber assigned to the Registrant in connection with such Rule.

 
| Yes |   | o |   | 82- |   | No |   | x |   |
|-----|--------|---|--------|-----|--------|----|--------|---|--------|

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.

 
| Yes |   | x |   |   |   | No |   | o |   |
|-----|--------|---|--------|--------|--------|----|--------|---|--------|

 

 

 

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**TABLE OF CONTENTS**

 
| CONTROLS AND PROCEDURES                        | 3 |
|------------------------------------------------|---|
| IDENTIFICATION OF AUDIT  COMMITTEE             | 3 |
| AUDIT COMMITTEE FINANCIAL  EXPERT              | 3 |
| CODE OF ETHICS                                 | 3 |
| PRINCIPAL ACCOUNTANT FEES  AND SERVICES        | 4 |
| OFF-BALANCE SHEET  ARRANGEMENTS                | 5 |
| TABULAR DISCLOSURE OF CONTRACTUAL  OBLIGATIONS | 5 |
| UNDERTAKING                                    | 5 |
| SIGNATURES                                     | 6 |
| EXHIBIT INDEX                                  | 7 |

 

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# **CONTROLS AND PROCEDURES**

# ** **

**DisclosureControls and Procedures**

 

Based on the evaluation byTELUS Corporation (“TELUS” or the “Registrant”) as of December 31, 2008 ofthe effectiveness of the design and operations of the Registrant’s disclosurecontrols and procedures under the supervision of the Audit Committee, includingthe Registrant’s Chief Executive Officer and Chief Financial Officer, the ChiefExecutive Officer and Chief Financial Officer have concluded that theRegistrant’s disclosure controls and procedures as defined in Rule 13a-15(e) underthe Securities and Exchange Act of 1934 (the “Exchange Act”) are effective toensure that information required to be disclosed by the Registrant in reportsthat it files or submits under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in the United StatesSecurities and Exchange Commission (“SEC”) rules and forms.

 

**Management’sAnnual Report on Internal Control over Financial Reporting**

 

Thereport of management on our internal control over financial reporting islocated under the heading “Management’s Annual Report on Internal Control OverFinancial Reporting” in our audited consolidated financial statements, whichare filed as Exhibit 99.4 to this annual report on Form 40-F and isincorporated by reference herein.

 

**AttestationReport of the Registered Public Accounting Firm**

 

Theattestation report on our internal control over financial reporting is locatedunder the heading “Report of Independent Registered Chartered Accountants” inour audited consolidated financial statements, which are filed as Exhibit 99.4to this annual report on Form 40-F and is incorporated by referenceherein.

 

**Changesin Internal Controls**

 

Therewere no changes in our internal control over financial reporting identified inconnection with the above evaluation that occurred during the period covered bythis annual report on Form 40-F that have materially affected, or arereasonably likely to materially affect, our internal control over financialreporting.

 

# **IDENTIFICATION OF AUDITCOMMITTEE**

# ** **

TELUShas a separately designated standing Audit Committee. The current members ofthe Audit Committee are Brian F. MacNeill (Chair), Micheline Bouchard, PierreDucros, Ruston Goepel and Ron Triffo. All members of the Committee are “independent”as such term is defined under applicable securities laws and applicable NewYork Stock Exchange (“NYSE”) rules.

 

# **AUDIT COMMITTEE FINANCIALEXPERT**

# ** **

TheBoard of Directors (the “Board”) of TELUS has determined that the AuditCommittee Chair is an “audit committee financial expert” as such term isdefined by U.S. securities laws and “independent” as noted above. Theinformation contained under the heading “Audit Committee” on page 44 ofTELUS’ 2008 Annual Information Form, filed as Exhibit 99.3 to thisannual report on Form 40-F, is incorporated by reference herein.

 

# **CODE OF ETHICS**

# ** **

TheRegistrant has adopted an Ethics Policy that applies to all directors,officers, including the Chief Executive Officer and the Chief FinancialOfficer, and employees. The Policy has been posted on the Registrant’s Internetwebsite at telus.com. The Policy is also available to any person, upon request,

 

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withoutcharge by contacting TELUS Investor Relations at 1-800-667-4871 or 555 RobsonStreet, Vancouver, B.C. V6B 3K9.

 

# **The Boardamended the Policy in 2008 to clarify that team members using TELUS-providedcommunications devices for personal use must comply with all TELUS policies,and to make other amendments that were housekeeping in nature.**

# ** **

# **PRINCIPAL ACCOUNTANT FEESAND SERVICES**

# ** **

Thefollowing table is a summary of billing by Deloitte & Touche LLP, asexternal auditors of TELUS, during the period from January 1, 2008 to December 31,2008:

 

| **Type of work** | ** ** | **Deloitte & Touche** | ** **    | **%**      | ** ** |
|----------------------------|------------|-------------------------------------|---------------|------------|------------|
| Audit fees                 |       | $                                   | 3,783,672     |       | 94.3       |   |
| Audit-related fees         |       | $                                   | 184,500       |       | 4.6        |   |
| Tax fees                   |       | $                                   | 45,410        |       | 1.1        |   |
| All other fees             |       | —                              |          | —     |       |
| **Total**                  | ** ** | **$**                               | **4,013,582** | ** ** | **100**    | ** ** |

 

Thefollowing table is a summary of billing by Deloitte & Touche LLP, asexternal auditors of TELUS, during the period from January 1, 2007 to December 31,2007:

 

| **Type of work**   | ** ** | **Deloitte & Touche** | ** **    | **%**      | ** ** |
|--------------------|------------|--------------------------------|---------------|------------|------------|
| Audit fees         |       | $                              | 4,087,308     |       | 94.6       |   |
| Audit-related fees |       | $                              | 203,191       |       | 4.7        |   |
| Tax fees           |       | $                              | 30,000        |       | 0.7        |   |
| All other fees     |       | —                         |          | —     |       |
| **Total**          | ** ** | **$**                          | **4,320,499** | ** ** | **100**    | ** ** |

 

TELUS’policy regarding pre-approval of all audit, audit related and non-auditservices provided by its External Auditor is based upon compliance with theSarbanes-Oxley Act of 2002, the subsequent implementation rule from theSEC titled “Final Rule: Strengthening the Commission’s Requirements RegardingAuditor Independence” and any additional determinations regarding impermissibleservices issued by the Public Company Accounting Oversight Board (PCAOB).

 

Allrequests for non-prohibited audit, audit related and non-audit servicesprovided by TELUS’ External Auditor and its affiliates to TELUS are required tobe pre-approved by the Audit Committee of TELUS’ Board of Directors. To enablethis, TELUS has implemented a process by which all requests for servicesinvolving the External Auditor are routed for review by the VP Risk Managementand Chief Internal Auditor to validate that the requested service is anon-prohibited service and to verify that there is a compelling business reasonfor the request. If the request passes this review, it is then forwarded to theChief Financial Officer for further review. Pending the Chief Financial Officer’saffirmation, the request is then presented to the Audit Committee for itsreview, evaluation and pre-approval or denial at its next scheduled quarterlymeeting. If the timing of the request is urgent, it is provided to the AuditCommittee Chair for his review, evaluation and pre-approval or denial on behalfof the Audit Committee (with the full committee’s review at the next scheduledquarterly meeting). Throughout the year, the Audit Committee monitors the actualversus approved expenditure for each of the approved requests.

 

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# **OFF-BALANCE SHEETARRANGEMENTS**

# ** **

The Registrant has no off-balance sheet arrangements.

 

# **TABULAR DISCLOSURE OFCONTRACTUAL OBLIGATIONS**

# ** **

Theinformation provided under the heading “Contractual Obligations” set forthunder the heading “Commitments and Contingent Liabilities” set forth in theManagement’s Discussion and Analysis filed as Exhibit 99.4 to this annual report on Form 40-F, isincorporated by reference herein.

 

# **UNDERTAKING**

# ** **

Registrant undertakesto make available, in person or by telephone, representatives to respond toinquiries made by the SEC staff, and to furnish promptly, when requested to doso by the SEC staff, information relating to: the securities registeredpursuant to Form 40-F; the securities in relation to which the obligationto file an annual report on Form 40-F arises; or transactions in saidsecurities.

 

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# **SIGNATURES**

# ** **

Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this annualreport to be signed on its behalf by the undersigned, thereto duly authorized.

 

Registrant:             TELUS Corporation

 

 
| By:    | /s/ Audrey T. Ho                                               |   |
|--------|----------------------------------------------------------------|--------|
|   | Audrey T. Ho                                                   |
|   | Senior Vice President, General Counsel and Corporate Secretary |
|   |
| Date:  | March 13,  2009                                           |
|        |                                                                |        |  |

 

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# **EXHIBIT INDEX**

# ** **

The following documents arefiled as exhibits to this Form 40-F:

 
| **Exhibit********Number** | ** ** | **Document**                                                                                                                                  |
|---------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                      |       |                                                                                                                                          |
| 99.1                      |       | Certification  of Chief Executive Officer and Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act                 |
|                      |       |                                                                                                                                          |
| 99.2                      |       | Certification  of Chief Executive Officer and Chief Financial Officer pursuant to  Section 906 of the Sarbanes-Oxley Act                 |
|                      |       |                                                                                                                                          |
| 99.3                      |       | Annual  Information Form dated March 13, 2009                                                                                       |
|                      |       |                                                                                                                                          |
| 99.4                      |       | Audited  Consolidated Financial Statements as at and for the year ended  December 31, 2008 and Management’s Discussion and Analysis |
|                      |       |                                                                                                                                          |
| 99.5                      |       | Consent  of Independent Registered Chartered Accountants                                                                                      |
|                      |       |                                                                                                                                          |
| 99.6                      |       | Amended  2008 Ethics Policy                                                                                                                   |

 

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